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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F

[Check one]

REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

OR

ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

Commission File Number 001-38336

NUTRIEN LTD.

(Exact name of Registrant as specified in its charter)

Canada

(Province or other jurisdiction of incorporation or organization)

2870

(Primary Standard Industrial Classification Code Number (if applicable))

98-1400416

(I.R.S. Employer Identification Number (if applicable))

Suite 1700, 211 19th Street East

Saskatoon , Saskatchewan , Canada

S7K 5R6

 

 

( 306 ) 933-8500

(Address and telephone number of Registrant’s principal executive offices)

CT Corporation System

28 Liberty St.

New York , NY   10005

( 212 ) 894-8940

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares

NTR

New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Not Applicable

(Title of Class)

 


Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

Not Applicable

(Title of Class)

For annual reports, indicate by check mark the information filed with this Form:

Annual information form

 

Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

557,492,516 Common Shares outstanding as of December 31, 2021

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes No

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

This Annual Report on Form 40-F shall be incorporated by reference into the Registration Statements on Form S-8 (File Nos. 333-222384, 333-222385 and 333-226295) of the registrant.   In addition, the registrant’s Annual Information Form; Management’s Discussion and Analysis; Audited Annual Consolidated Financial Statements for the fiscal year ended December 31, 2021, including Management’s Annual Report on Internal Control over Financial Reporting; Consent of KPMG LLP, Independent Registered Public Accounting Firm; and Consent of Craig Funk, B.Sc., M.Sc., P.Eng., P.Geo., included as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.8, respectively, to this Annual Report on Form 40-F, are incorporated by reference into and as an exhibit to the registrant’s Registration Statement on Form F-10 (File No. 333-237068).

 


Principal documents

The following documents have been filed as part of this Annual Report:

  1. Annual Information Form for the fiscal year ended December 31 , 2021 (the “2021 AIF”) (filed as Exhibit 99.1 hereto);
  2. Management’s Discussion and Analysis for the fiscal year ended December 31, 2021 (the “2021 MD&A”) (filed as Exhibit 99.2 hereto); and
  3. Audited Annual Financial Statements, including the Reports of Independent Registered Public Accounting Firm, for the fiscal year ended December 31, 2021 (the “2021 Audited Annual Financial Statements”) (filed as Exhibit 99.3 hereto).

CONTROLS AND PROCEDURES

     A.      Certifications

The required disclosure is included in Exhibits 99.5, 99.6 and 99.7 to this Annual Report, and is incorporated herein by reference.

     B.      Evaluation of Disclosure Controls and Procedures

The required disclosure is included in “ Controls and Procedures—Disclosure Controls and Procedures ” in the 2021 MD&A, filed as Exhibit 99.2 to this Annual Report, and is incorporated herein by reference.

     C.      Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining an adequate system of internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. The required disclosure is included in “ Management’s Responsibility—Management’s Annual Report on Internal Control over Financial Reporting ” that accompanies the 2021 Audited Annual Financial Statements, filed as Exhibit 99.3 to this Annual Report, and is incorporated herein by reference.

     D.      Attestation Report of the Independent Registered Public Accounting Firm

The required disclosure is included in the “ Report of Independent Registered Public Accounting Firm ” that accompanies the 2021 Audited Annual Financial Statements, filed as Exhibit 99.3 to this Annual Report, and is incorporated herein by reference.

     E.      Changes in Internal Control over Financial Reporting

During the period covered by this report, there was no change in Nutrien’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting. See “ Controls and Procedures—Internal Control Over Financial Reporting ” in the 2021 MD&A, filed as Exhibit 99.2 to this Annual Report and incorporated herein by reference.

IDENTIFICATION OF THE AUDIT COMMITTEE

The Board has a separately-designated standing audit committee established in accordance with section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee are Maura J. Clark, Christopher M. Burley,   Alice D. Laberge, Keith G. Martell and Aaron W. Regent.

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AUDIT COMMITTEE FINANCIAL EXPERT

The Nutrien Board of Directors (the “Board”) has determined that it has at least one “audit committee financial expert” (as such term is defined in paragraph 8(b) of General Instruction B to Form 40-F) serving on its Audit Committee. Ms. Maura J. Clark has been determined to be such audit committee financial expert and was “independent” as such term is defined under the Canadian Securities Administrators’ National Instrument 52-110 (Audit Committees) and the standards of the U.S. Securities and Exchange Commission (the “SEC”) and the New York Stock Exchange (the “NYSE”) relating to the independence of audit committee members.

The Board’s designation of Ms. Maura J. Clark as an audit committee financial expert does not impose on her any duties, obligations or liability that are greater than the duties, obligations and liability imposed on her as a member of the Audit Committee and Board in the absence of such designation or identification.   In addition, the designation of Ms. Maura J. Clark as an audit committee financial expert does not affect the duties, obligations or liability of any other member of the Audit Committee or Board. See also “Item 17—Audit Committee” of Nutrien’s 2021 AIF, filed as Exhibit 99.1 to this Annual Report, and incorporated herein by reference.

COMPLIANCE WITH NYSE LISTING STANDARDS ON CORPORATE

GOVERNANCE

Our common shares are listed on the NYSE, but as a listed foreign private issuer, the NYSE does not require us to comply with all of its listing standards regarding corporate governance. Notwithstanding this exemption, we are in compliance in all material respects with the NYSE listing standards and we intend to continue to comply with such standards so as to ensure that there are no significant differences between our corporate governance practices and those practices required by the NYSE of other publicly listed companies.

 

CODE OF CONDUCT AND ETHICS

Nutrien has adopted a “code of ethics” (as that term is defined in Form 40-F), entitled the Nutrien Code of Conduct that applies to all directors, officers, employees and representatives of Nutrien and its subsidiaries (the “Nutrien Code”). A copy of the Nutrien Code is posted on Nutrien’s website at https://www.nutrien.com/what-we-do/governance. Copies may be obtained, free of charge, by contacting Nutrien in writing at 211 19th Street East, Suite 1700, Saskatoon, Saskatchewan, Canada S7K 5R6, by telephone at (306) 933-8500 or on Nutrien’s website at www.nutrien.com. Nutrien intends to post any amendments to and waivers from the Nutrien Code on its website as identified above.

 

NOTICES PURSUANT TO REGULATION BTR

Not applicable.

 

 

 

 

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets out the fees billed to Nutrien by KPMG LLP   (PCAOB ID: 85 ; Calgary, AB, Canada ) and its affiliates for professional services rendered during the years ended December 31, 2021 and 2020. During these years, KPMG LLP was the Company’s only external auditor.

Category

Year Ended December 31,

 

2021

US$

2020

US$

Audit Fees 1

8,167,000

6,477,700

Audit-Related Fees 2

236,200

133,600

Tax Fees 3

191,100

132,700

All Other Fees 4

31,500

239,200

Total

8,625,800

6,983,200

1           For professional services rendered by KPMG LLP for the integrated audit of the Company’s annual financial statements, interim review of the Company’s interim financial statements, and audits of statutory financial statements of controlled subsidiaries.

2           For professional services rendered by KPMG LLP for attestation reporting in accordance with US environmental agency requirements and consent orders; limited assurance over Nutrien greenhouse gas footprint (reported in other fees in 2020); attestation reports over various Nutrien subsidiaries for the purpose of compliance with local laws and regulations, and work in connection with the renewal of the Company’s base shelf prospectus in 2020 and the Company's prospectus supplement relating to the offering of notes in 2020, and translation of the Company’s annual and quarterly reports.

3           For professional services rendered by KPMG LLP for assistance with preparation and review of tax filings and related tax compliance, assistance in responding to tax authorities, including reassessments and tax audits, assistance with the preparation of the tax provision for immaterial subsidiaries, routine tax planning and advice. These amounts include fees paid to KPMG LLP specifically for tax compliance and preparation services rendered in 2021 and 2020 in the amount of $181,000 and $122,300, respectively.

4           For an assessment of the Company’s cyber security maturity level against a globally recognized framework.

 

AUDIT COMMITTEE’S PRE-APPROVAL POLICIES AND PROCEDURES

The required disclosure is included in “Item 17—Audit Committee—17.4—Pre-approval Policies and Procedures” of Nutrien’s 2021 AIF, filed as Exhibit 99.1 to this Annual Report, and incorporated herein by reference.

OFF-BALANCE SHEET ARRANGEMENTS

The information included in “Off-Balance Sheet Arrangements” of the 2021 MD&A, filed as Exhibit 99.2 to this Annual Report, is incorporated herein by reference.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The information included in “Liquidity & Capital Resources—Cash Requirements” of the 2021 MD&A, filed as Exhibit 99.2 to this Annual Report, is incorporated herein by reference.

RESERVE AND RESOURCE ESTIMATES

All mining terms used herein but not otherwise defined have the meanings set forth in National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”), which references the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards on Mineral Resources and Mineral Reserves (the “CIM Standards”).

In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed in accordance with NI 43-101. Investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into mineral reserves. “Inferred mineral resources” have a significant amount of uncertainty as to their existence, and significant uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category of mineral resources or mineral reserves. Under

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Canadian securities laws, estimates of inferred mineral resources may not form the basis of feasibility or prefeasibility studies, except in certain specific cases. Additionally, disclosure of “contained ounces” in a mineral resource is permitted disclosure under Canadian securities laws.

The SEC adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the Exchange Act. These amendments became effective February 25, 2019 (the “SEC Modernization Rules”), with compliance required for the first fiscal year beginning on or after January 1, 2021. Under the SEC Modernization Rules, the historical property disclosure requirements for mining registrants included in SEC Industry Guide 7 were rescinded and replaced with the disclosure requirements in subpart 1300 of SEC Regulation S-K. Following the transition period, as a foreign private issuer that is eligible to file reports with the SEC pursuant to the multi-jurisdictional disclosure system, the Company is not required to provide disclosure under the SEC Modernization Rules and will continue to provide disclosure under NI 43-101. As a result of the adoption of the SEC Modernization Rules, the SEC now recognizes estimates of “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources”. In addition, the SEC has amended its definitions of “proven mineral reserves” and “probable mineral reserves” to be “substantially similar” to the corresponding definitions under the CIM Standards, as required under NI 43-101.

U.S. investors are cautioned that there are differences in the definitions under the SEC Modernization Rules and the CIM Standards. Accordingly, there is no assurance any mineral reserves or mineral resources that the Company may report as “proven mineral reserves”, “probable mineral reserves”, “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had the Company prepared the mineral reserve or resource estimates under the standard adopted under the SEC Modernization Rules. Accordingly, information contained in this Annual Report and the documents incorporated by reference herein containing descriptions of the Company's mineral reserves and resources may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements of U.S. federal securities laws and the rules and regulations thereunder.

MINE SAFETY DISCLOSURE

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 16 of General Instruction B to Form 40-F is included in Exhibit 99.9 to this Annual Report.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

WEBSITE INFORMATION

Notwithstanding any reference to Nutrien’s website or other websites on the World Wide Web in this Annual Report or in the documents attached as exhibits hereto, the information contained in Nutrien’s website or any other website on the World Wide Web referred to in this Annual Report or in the documents attached as exhibits hereto, or referred to in Nutrien’s website, is not a part of this Annual Report and, therefore, is not filed with the SEC.

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

 

 


 

The Registrant has previously filed an Appointment of Agent for Service of Process and Undertaking on Form F-X with respect to the class of securities in relation to which the obligation to file the Form 40-F arises. Any change to the name or address of the Registrant’s agent for service of process shall be communicated promptly to the SEC by amendment to the Form F-X referencing the file number of the Registrant.

 

 

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

NUTRIEN LTD.

 

 

By:

/s/ Robert A. Kirkpatrick

Name:

Title:

Robert A. Kirkpatrick

SVP & Corporate Secretary

Date: February 25, 2022

 

 


EXHIBIT INDEX

Exhibit Number

Description

99.1

Annual Information Form for the fiscal year ended December 31, 2021

99.2

Management’s Discussion and Analysis for the fiscal year ended December 31, 2021

99.3

Audited Annual Consolidated Financial Statements for the fiscal year ended December 31, 2021

99.4

Consent of KPMG LLP, Independent Registered Public Accounting Firm

99.5

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

99.6

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

99.7

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.8

Consent of Craig Funk, B.Sc., M.Sc., P.Eng., P.Geo.

99.9

Mine Safety Disclosure

101

Interactive Data File (formatted as Inline XBRL)

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

 

Exhibit 99.1

 

Nutrien Ltd.

Annual Information Form

Year Ended December 31, 2021

February 17, 2022

 

 


Table of Contents

Following is a table of contents of this Annual Information Form (“AIF”) referencing the applicable requirements of Form 51-102F2 – Annual Information Form of the Canadian Securities Administrators. Certain information required to be disclosed in this AIF is contained in Nutrien Ltd.’s Management’s Discussion & Analysis (“2021 MD&A”), and Consolidated Financial Statements for the years ended December 31, 2021 and 2020 (“2021 Consolidated Financial Statements”) and is incorporated by reference herein to the extent noted below and throughout this AIF; these documents are available under Nutrien’s corporate profile on the Canadian Securities Administrators’ SEDAR website at www.sedar.com and on the EDGAR section of the United States (“US”) Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.

 

   

Annual Information
Form

Page Reference

  Incorporated by Reference
from the 2021 Consolidated
Financial Statements

1 Table of Contents

  2-3  
 

2 Advisories

  4-6  

2.1 Forward-Looking Information

  4  

2.2 Basis of Presentation

  6  
 

3 Corporate Structure

  6  

3.1 Name, Address and Incorporation

  6  

3.2 Intercorporate Relationships

  6  
 

4 General Development of the Business

  6-8  

4.1 Three-Year History

  6   Notes 13, 15, 17, 18, 23 and 25
 

5 Description of the Business

  9-33   Notes 3 and 28

5.1 Nutrien Ag Solutions (“Retail”) Operations

  9  

5.2 Potash Operations

  10  

5.3 Nitrogen Operations

  12  

5.4 Phosphate Operations

  14  

5.5 Specialized Skill and Knowledge

  16  

5.6 Intangible Properties

  16   Note 14

5.7 Seasonality

  16  

5.8 Environmental Matters

  16   Notes 22 and 29

5.9 Employees

  21  

5.10 Social and Environmental Policies

  22  

5.11 Risk Factors

  24  

5.12 Mineral Projects

  33  
 

6 Dividends

  33  
 

7 Description of Capital Structure

  33-35  

7.1 General Description of Capital Structure

  33  

7.2 Constraints

  33  

7.3 Debt Ratings

  33  
 

8 Market for Securities

  35-36  

8.1 Trading Price and Volume

  35  

8.2 Prior Sales

  36   Notes 5 and 23
 

9 Escrowed Securities and Securities Subject to Contractual Restriction on Transfer

  36  
 

10 Directors and Officers

  36-39  

10.1 Name, Occupation and Security Holding

  36  

10.2 Cease Trade Orders, Bankruptcies, Penalties or Sanctions

  38  

10.3 Conflicts of Interest

  39    

 

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Annual Information
Form

Page Reference

  Incorporated by Reference
from the 2021 Consolidated
Financial Statements
 

11 Promoters

  39  
 

12 Legal Proceedings and Regulatory Actions

  39   Note 29
 

13 Interest of Management and Others in Material Transactions

  39  
 

14 Transfer Agent, Registrar and Trustees

  39  
 

15 Material Contracts

  39  
 

16 Interests of Experts

  39-40  
 

17 Audit Committee

  40-41  

17.1 Audit Committee Charter

  40  

17.2 Composition of the Audit Committee

  40  

17.3 Relevant Education and Experience of Members of the Audit Committee

  40  

17.4 Pre-approval Policies and Procedures

  40  

17.5 External Auditor Service Fees (by Category)

  40  
 

18 Additional Information

  41-42  
 

Schedule A Audit Committee Charter

  43-49  
 

Schedule B Mineral Projects

  50-72  

a. Material Potash Operations

  50  

b. Allan Potash Operations

  61  

c. Cory Potash Operations

  63  

d. Lanigan Potash Operations

  65  

e. Rocanville Potash Operations

  67  

f. Vanscoy Potash Operations

  70    

 

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2 – Advisories

2.1 Forward-Looking Information

Certain statements and other information included in this AIF, including within the documents incorporated by reference, 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:

 

our business strategies, plans, prospects, opportunities and our sustainability, climate change and Environmental, Social and Governance (“ESG”) initiatives;

 

expectations regarding performance of our operating segments;

 

our market outlook for 2022, including agriculture and crop nutrient markets, 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 import and export volumes;

 

expectations concerning future product offerings, including the planned expansion of our digital platform to markets in Australia and South America;

 

expectations regarding the operation and closure of our ammonia plant in Trinidad;

 

expectations regarding changes in the agriculture space, including continued farm consolidation in the US and other developed markets and the continued advancement and adoption of technology and digital innovations;

 

expectations regarding acquisitions and divestitures;

 

expectations regarding environmental compliance requirements and costs, including estimates of asset retirement obligations, federal and provincial carbon pricing and site assessment and remediation costs;

 

expectations regarding our sustainability, climate change and greenhouse gas (“GHG”) emissions reduction strategy and related programs and initiatives, including our various ESG performance targets and aspirations as set out in our Feeding the Future Plan;

 

our GHG emissions reduction target, including our plans with respect thereto and estimated capital expenditures required to achieve such target;

 

initiatives to promote sustainable and productive agriculture; and

 

expectations regarding our mineral reserve and resource estimates, and the annual nameplate capacity and operational capability of our mines and associated mine life estimates.

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 we believe that these assumptions are reasonable, having regard to our experience and our perception of historical trends, the assumptions set forth below are not exhaustive of the factors that may affect any of the forward-looking statements and the reader should not place undue reliance on these assumptions and such forward-looking statements. Current conditions, economic and otherwise, render assumptions, although reasonable when made, subject to greater uncertainty.

In respect of our GHG emissions reduction and other sustainability and climate-related initiatives and targets, we have made assumptions with respect to, among other things: that such target is achievable by deploying capital into nitrous oxide (“N2O”) abatement at our nitric acid production facilities, energy efficiency improvements, carbon capture, utilization and storage, use of natural gas to generate electricity and waste heat recovery; our ability to successfully deploy capital and pursue other operational measures, including the successful application to our current and future operations of existing and new technologies; the successful implementation by us of proposed or potential plans in respect thereof; projected capital investment levels, the flexibility of our capital spending plans and the associated sources of funding; our ability to otherwise implement all technology necessary to achieve our GHG emissions reduction and other sustainability and climate-related initiatives and targets; and the development, availability and performance of technology and technological innovations and associated expected future results.

Additional key assumptions that have been made in relation to the operation of our business as currently planned and our ability to achieve our business objectives include, among other things:

 

 

assumptions with respect to our ability to successfully complete, integrate and realize the anticipated benefits of our already completed and future acquisitions and divestitures, and that we will be able to implement our standards, controls, procedures and policies in respect of any acquired businesses and realize the expected synergies;

 

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that future business, regulatory and industry conditions will be within the parameters expected by us, including with respect to prices, margins, demand, supply, product availability, supplier agreements, availability and cost of labor and interest, exchange, inflation and effective tax rates;

 

assumptions with respect to global economic conditions and the accuracy of our market outlook expectations for 2022 and inthe future;

 

our expectations regarding the impacts, direct and indirect, of the COVID-19 pandemic on our business, customers, business partners, employees, supply chain, other stakeholders and the overall economy;

 

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;

 

our ability to successfully negotiate sales contracts; and

 

our ability to successfully implement new initiatives and programs.

Events or circumstances could cause actual results to differ materially from those in the forward-looking statements.

With respect to our GHG emissions reduction and other sustainability and climate-related initiatives and targets, such events or circumstances include, but are not limited to: our ability to deploy sufficient capital to fund the necessary expenditures to implement the necessary operational changes to achieve these initiatives and targets; our ability to implement requisite operational changes; our ability to implement some or all of the technology necessary to efficiently and effectively achieve expected future results, including in respect of such GHG emissions reduction target; the availability and commercial viability and scalability of emission reduction strategies and related technology and products; and the development and execution of implementing strategies to meet such GHG emissions reduction target.

With respect to our business generally and our ability to meet the other targets, commitments, goals, strategies and related milestones and schedules disclosed in this document, such events or circumstances 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 theexpected timeline;

 

climate change and 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, trade restrictions and climate change initiatives), 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 cybersecurity risks related to our systems, including our costs of addressing or mitigating such risks;

 

counterparty and sovereign risk;

 

delays in completion of turnarounds at our major facilities;

 

interruptions of or constraints in availability of key inputs, including natural gas and sulfur;

 

any significant impairment of the carrying amount 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;

 

the COVID-19 pandemic, including variants of the COVID-19 virus and the efficacy and distribution of vaccines and treatments, and its resulting effects on economic conditions, restrictions imposed by public health authorities or governments, including vaccine mandates, fiscal and monetary responses by governments and financial institutions and disruptions to global supply chains; and

 

other risk factors detailed from time to time in Nutrien reports filed with the Canadian securities regulators and the SEC in the US.

In addition to the risks listed above, see “Risk Factors” discussed in this AIF for a description of other risk factors affecting forward-looking statements.

The forward-looking statements in this document are made as of the date hereof and we disclaim any intention or obligation to update or revise any forward-looking statements in this AIF 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.

 

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2.2 Basis of Presentation

Nutrien’s consolidated financial information for 2021, 2020 and 2019 presented and discussed in this AIF is prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. This AIF is dated February 17, 2022, and the information contained herein is current as of such date, unless otherwise specified.

Unless expressly stated, the information contained on, or accessible from, our website or any other website or any other report or document we file with or furnish to applicable Canadian or US securities regulatory authorities is not incorporated by reference into this AIF.

3 – Corporate Structure

In this AIF, unless otherwise specified, the term “Nutrien” refers to Nutrien Ltd. and, unless the context requires otherwise, the terms “we”, “us”, “our”, “Nutrien” and the “Company” refer to Nutrien and its direct and indirect subsidiaries, individually or in any combination, as applicable. Financial information in this AIF is presented in United States dollars and references to “dollars”, “$”, and “US$” are to United States dollars and references to “CAD$” are to Canadian dollars.

3.1 Name, Address and Incorporation

Nutrien is a corporation incorporated under the Canada Business Corporations Act (“CBCA”).

Nutrien’s registered head office is Suite 1700, 211 19th Street East, Saskatoon, Saskatchewan, Canada S7K 5R6. We also have corporate offices at 13131 Lake Fraser Drive SE, Calgary, Alberta, Canada T2J 7E8 and 5296 Harvest Lake Drive, Loveland, Colorado, US 80538.

3.2 Intercorporate Relationships

 

     
Principal Subsidiaries 1   

Jurisdiction of Incorporation, Formation

or Organization

   Ownership
     

Potash Corporation of Saskatchewan Inc. (“PotashCorp”)

   Canada    100%
     

Agrium Inc. (“Agrium”)

   Canada    100%
     

Agrium Canada Partnership

   Alberta, Canada    100%
     

Agrium Potash Ltd.

   Canada    100%
     

Agrium U.S. Inc.

   Colorado, US    100%
     

Cominco Fertilizer Partnership

   Texas, US    100%
     

Loveland Products Inc.

   Colorado, US    100%
     

Nutrien Ag Solutions Argentina S.A.

   Buenos Aires, Argentina    100%
     

Nutrien Ag Solutions (Canada) Inc.

   Canada    100%
     

Nutrien Ag Solutions, Inc.

   Delaware, US    100%
     

Nutrien Ag Solutions Limited

   Western Australia, Australia    100%
     

PCS Nitrogen Fertilizer, LP

   Delaware, US    100%
     

PCS Nitrogen Ohio LP

   Delaware, US    100%
     

PCS Nitrogen Trinidad Limited

   Trinidad    100%
     

PCS Phosphate Company, Inc.

   Delaware, US    100%
     

PCS Sales (USA) Inc.

   Delaware, US    100%
     

Potash Holding Company, Inc.

   Delaware, US    100%
1

In aggregate, our remaining subsidiaries not listed herein accounted for less than 20 percent of our consolidated assets and less than 20 percent of our consolidated sales as at and for the year ended December 31, 2021.

4 – General Development of the Business

4.1 Three-Year History

Acquisitions

The table below provides information on our acquisitions of Nutrien Ag Solutions (“Retail”) businesses, including Ruralco Holdings Limited (“Ruralco”), completed during the last three fiscal years.

 

 

6


     
     Other Retail Acquisitions    Ruralco
         
Acquisition date   2021      2020      2019      September 30, 2019  
         

Purchase price (US$ millions)

  88      233      581      330  
         

Number of Retail operating locations

  36      43      68      ~250  
     

Description

  Various digital agriculture, proprietary products, retail and agricultural services businesses in North America, South America and Australia   

Agriservices business in Australia

Dispositions

In 2020, due to a strategic decision, we sold our 26 percent equity investment in Misr Fertilizers Production Company S.A.E. (“MOPCO”), a nitrogen producer based in Egypt.

 

Company Name   

            Proceeds 1

            (US$ millions)

 

MOPCO

     540  
1

Cash proceeds resulting from the sale of shares and settlement of legal claims.

Impairment of Assets

In 2020, we identified an impairment indicator in our Phosphate cash-generating units due to lower long-term forecasted global phosphate prices. We recorded non-cash impairments to our property, plant and equipment at our Aurora, North Carolina and White Springs, Florida sites of $545 million and $215 million, respectively.

Normal Course Issuer Bid (“NCIB”)

The table below provides information on our share repurchase programs during the last three fiscal years.

 

       
     

Commencement  

Date  

   Expiry     

Maximum Shares  

for Repurchase  

       

2021 NCIB 1

   March 1, 2021      February 28, 2022      28,468,448  
       

2020 NCIB

   February 27, 2020      February 26, 2021      28,572,458  
       

2019 NCIB

   February 27, 2019      February 26, 2020      42,164,420  
1

The 2021 NCIB permits the repurchase of up to 5 percent of our outstanding Common Shares for cancellation and will expire earlier than the date above if we acquire the maximum number of Common Shares allowable or otherwise decide not to make any further repurchases.

The table below sets forth the number of Common Shares we have repurchased during the last three fiscal years, in each case, under the applicable NCIB through open market purchases at market prices.

 

       
Common Shares repurchased    2021      2020      2019  
       

Total amount (US$ millions)

   1,105      160      1,878  
       

Number of shares

   15,982,154      3,832,580      36,067,323  

On February 16, 2022, our Board of Directors (“Board”) approved a share repurchase program for up to a maximum of 55,111,100 Common Shares, representing 10 percent of the public float (as defined in the TSX Company Manual) of our outstanding Common Shares, which will commence on March 1, 2022 (the “2022 NCIB”). The 2022 NCIB is subject to acceptance by the Toronto Stock Exchange (“TSX”). The 2022 NCIB will expire earlier than February 28, 2023 if we acquire the maximum number of Common Shares allowable or otherwise decide not to make any further repurchases.

Notes Issuances and Repayments

In March 2020, we filed a base shelf prospectus in Canada and the US qualifying the issuance of up to $5 billion of Common Shares, debt securities and other securities during a period of 25 months from March 16, 2020.

 

7


The following tables summarize our long-term debt issuances and repayment activities during the last three fiscal years.

 

       
      Rate of Interest  
(%)  
   Maturity Date     

Amount  

(US$ millions)  

       

Notes issued 2020

   1.900      May 13, 2023      500  
       

Notes issued 2020

   2.950      May 13, 2030      500  
       

Notes issued 2020

   3.950      May 13, 2050      500  
       

Notes issued 2019

   4.200      April 1, 2029      750  
       

Notes issued 2019

   5.000      April 1, 2049      750  

There were no issuances of notes in 2021. The notes issued in 2020 and 2019 are unsecured, rank equally with our existing unsecured debt and have no sinking fund requirements prior to maturity. Each series is redeemable and provides for redemption prior to maturity, at our option, at specified prices.

 

       
      Rate of Interest  
(%)  
   Maturity Date     

Principal Amount  
Repaid/Redeemed  

(US$ millions)  

       

Notes repaid 2021 1

   3.500      June 1, 2023      500  
       

Notes repaid 2021 1

   3.625      March 15, 2024      750  
       

Notes repaid 2021 1

   3.375      March 15, 2025      550  
       

Notes repaid 2020

   4.875      March 30, 2020      500  
       

Notes repaid 2019

   6.500      May 15, 2019      500  
       

Notes repaid 2019

   6.750      January 15, 2019      500  
1

In 2021, we redeemed the entire outstanding principal amount of these notes in accordance with the optional redemption provisions provided in the indentures governing these notes.

In 2021, we also completed a cash tender offer to purchase the following debentures and notes up to a maximum aggregate purchase price of $300 million.

 

       
      Rate of Interest  
(%)  
   Maturity Date     

Principal Amount  

Redeemed  

(US$ millions)  

       

Debentures

   7.800      February 1, 2027      5  
       

Notes

   7.125      May 23, 2036      88  
       

Notes

   6.125      January 15, 2041      99  
       

Notes

   5.250      January 15, 2045      11  

The 2021 redemption and cash tender offer were funded by using cash on hand and proceeds from the issuance of commercial paper. The total cash spend for the early redemption and tender offer, including accrued interest was $2.2 billion.

Credit Facilities

In 2021, we amended the terms of our existing $4.5 billion unsecured revolving term credit facility to extend the maturity date from April 10, 2023 to June 4, 2026. The new maturity date is subject to extension at our request provided that the resulting maturity date may not exceed five years from the date of the request. There were no drawdowns made under this facility in 2021.

In response to the COVID-19 pandemic, we took steps to enhance our liquidity position in the first half of 2020. We added $1.5 billion of new credit facilities in March and April 2020, which we subsequently closed in May 2020 after the issuance of the new notes in 2020 described above.

Accounts Receivable Securitization Program

In 2019, we terminated our existing trade accounts receivable securitization program in North America. Under this program, we sold certain trade account receivables to a special purpose vehicle, a consolidated entity within Nutrien, and we controlled and retained substantially all the risks and rewards of the receivables sold to the special purpose vehicle. There were no loan drawdowns made under this program in 2019.

 

8


5 – Description of the Business

We are a world-class integrated provider of crop inputs and services, playing a critical role in helping growers around the globe increase food production in a sustainable manner. We supply growers through our leading global Retail network – including crop nutrients, crop protection products, seed and merchandise, as well as agronomic and application services. We operate more than 2,000 retail locations across the US, Canada, Australia and South America, servicing approximately 500,000 grower accounts.

Nutrien is the world’s largest provider of crop inputs and services, producing the three crop nutrients: potash, nitrogen and phosphate. We produce and distribute approximately 27 million tonnes of crop nutrient products from our facilities in Canada, the US and Trinidad.

As of December 31, 2021, we estimate our Potash operations represented 21 percent of global potash capacity, our Nitrogen operations represented 3 percent of global nitrogen capacity and our Phosphate operations represented 3 percent of global phosphate capacity.

We report our results in four operating segments: Retail, Potash, Nitrogen and Phosphate. Our reporting structure reflects how we manage our business. Sales classified by operating segment and applicable category of products and services are provided in Note 3 of the 2021 Consolidated Financial Statements. Sales or transfers to certain entities in which the Company has an investment that is accounted for under the equity method are provided in Note 3 of the 2021 Consolidated Financial Statements.

5.1 Nutrien Ag Solutions (“Retail”) Operations

Overview

Our Retail segment markets crop nutrients, crop protection products, seed and merchandise, as well as agronomic application services and solutions through more than 2,000 Retail locations across the US, Canada, Australia and South America. In 2021, our total Retail sales represented 64 percent of our total consolidated sales (2020 – 71 percent). Retail’s products and services are as follows:

 

     
Product              % of
Retail  
Sales
   Description
     
Crop nutrients   

2021 – 41  

2020 – 35  

  

-   dry and liquid macronutrient products which include potash, nitrogen and phosphate, proprietary liquid micronutrient products, and nutrient application services, which are sold globally:

   custom blend to suit specific nutrient requirements for each grower’s field typically based on soil fertility tests or plant tissue sampling

   custom crop nutrient application services using a large fleet of application equipment to apply these nutrients at prescribed rates

     
Crop protection products   

2021 – 35  

2020 – 38  

  

-   third-party supplier and proprietary products designed to maintain crop quality and manage plant diseases, weeds and other pests

-   private label and proprietary crop protection products through our Loveland Products, Inc. business across North America, South America and Australia

     
Seed   

2021 – 11  

2020 – 12  

  

-   third-party supplier seed brands and proprietary seed product lines, which are sold globally

-   private label seed product line under the brand names Dyna-Gro® and Proven

-   proprietary seed product line in Brazil under the brand name Sementes Goiás

-   seed treatment applying chemicals to seeds prior to planting to protect them from pests and disease

     
Nutrien Financial   

2021 – 1  

2020 – 1  

  

-   flexible financing solutions offered to our customers in the US and Australia:

   extended payment terms, typically up to one year, to facilitate alignment of grower crop cycles with cash flows

-   revenue primarily earned through interest and service fees charged to our Retail branches

     
Merchandise   

2021 – 6  

2020 – 6  

  

-   livestock-related merchandise including fencing, feed supplements, animal identification merchandise and various animal health products and services

-   storage and irrigation equipment and other products

-   primarily in Australia

 

9


     
Product              % of
Retail  
Sales
   Description
     
Services and other   

2021 – 6  

2020 – 8  

  

-   custom application services, crop scouting and precision agriculture services, soil and leaf testing

-   precision application using global positioning system (“GPS”) technology, which allows nutrient application rates to be adjusted when required, based on GPS grid soil sample test results and other data

-   performance of soil and leaf testing for growers in the US

-   monitoring of crop disease conditions and irrigation requirements for high-value crops using a system of weather tracking stations in Western US

-   digital tools that provide customer account management, online ordering, agronomic insights and hands-on customer support that drive economic value and can provide environmental benefits for our growers, including our Echelon® precision agriculture offering, which includes services such as yield data mapping, record keeping, soil fertility management, variable-rate fertility and variable-rate seeding recommendations

-   various other services, including wool sales and marketing, livestock marketing and auction services, water services, insurance products and real estate agency services in Australia

Transportation, Storage and Distribution

We have an extensive infrastructure system to store and transport our Retail products, strategically located across distribution points in regions where we operate to serve our customers across the US, Canada, Australia and South America.

 

     
Number      Nature    Description
     
94      Terminals   

-   used to receive large quantities of crop nutrients for redistribution to Retail centers and to growers directly

     
32      Distribution centers   

-   used to effectively distribute crop protection products and seed

-   used to coordinate product supply to the Retail centers and allow us to manage inventory levels across our distribution network

     
1,947      Branches, satellites, others     
     
29,368      Vehicles and application equipment     

Due to the bulk nature of our crop nutrient and seed products, delivery to end users through the supply chain can often take a significant amount of time. Supply chain management, utilizing our extensive storage and distribution network and transportation capabilities, allows us to ensure that crop nutrients and seed products are available to customers at the necessary time as growers have a short application and planting window, the precise timing of which is unpredictable due to both the seasonal nature of crop planting and the impact of weather.

Competitive Position

The market for Nutrien’s Retail products and services is highly competitive in the countries in which we operate. The principal competitors in the distribution of crop production inputs include agricultural co-operatives, other major agriculture retailers and smaller independent retailers and distributors. Retail also produces a range of high-quality proprietary crop protection, seed and crop nutrient products that generate higher margins for our Retail segment. Retail offers a digital platform in North America that provides customer account management, online ordering, agronomic insights and hands-on customer support that we believe drives economic value for our growers. We continue to add functionality for the customer such as precision agriculture and sustainability, and we plan to expand the offering to Australia and South America.

5.2 Potash Operations

Overview

Our Potash operations include the mining and processing of potash, which is predominantly used as fertilizer. The Saskatchewan Ministry of Energy and Resources has granted Nutrien the exclusive right to mine potash on approximately 379,000 hectares (or approximately 936,000 acres) of Crown land pursuant to subsurface mineral leases. Of the 379,000 hectares leased from the Crown, approximately 278,000 hectares comprise our Potash operations at the Allan, Cory, Lanigan, Patience Lake, Rocanville, and Vanscoy mines. Leases also exist with freehold mineral rights owners within the Crown subsurface mineral lease areas and elsewhere in Saskatchewan.

 

 

10


Subsurface mineral leases with the Province of Saskatchewan are for 21-year terms, renewable at our option at each of our producing mines. Our subsurface mineral leases with other parties are also for 21-year terms. Such other leases are renewable at our option, provided generally that production is continuing and that there is continuation of the applicable lease with the Province of Saskatchewan.

The potash we produce in Canada for sale to destinations outside Canada and the US is sold exclusively to Canpotex Limited (“Canpotex”). Canpotex is owned in equal shares by us and another potash producer in Canada. Canpotex, which was incorporated in 1970 and commenced operations in 1972, acts as an export company providing integrated sales, marketing and distribution for all Canadian potash produced by its shareholders/producers that is exported to destinations outside the US and Canada. Each shareholder of Canpotex has an equal voting interest as a shareholder and a right to equal representation on the Canpotex board of directors. In 2021, our total Potash sales represented 16 percent of our total consolidated sales (2020 – 12 percent). Our total offshore sales in 2021 represented 54 percent of our total potash sales (2020 – 49 percent).

In general, Canpotex sales volumes are allocated among Canpotex producers based on production capacity. In 2021, Nutrien supplied approximately 67 percent of Canpotex’s product supply requirements (2020 – approximately 64 percent). Canpotex sells potash to buyers in export markets pursuant to term and spot contracts at agreed upon prices. Canpotex has a long history of being a reliable supplier of potash to international markets and of proven logistics and marketing capabilities. Other major potash exporting countries include Russia, Belarus and Germany.

Transportation, Storage and Distribution

Transportation costs can be a significant component of the total cost of potash. Producers may have an advantage in serving markets close to their sources of supply depending on prevailing transportation costs. International shipping cost variances permit offshore producers to effectively compete with our potash production in many geographies.

Most of our potash for North American customers is shipped by rail. We believe we have a strategic advantage in this market with approximately 300 owned or leased potash distribution points as at December 31, 2021 and a fleet of approximately 6,200 owned and leased railcars as at December 31, 2021. We believe this is the most extensive domestic distribution network in the potash business. Shipments are also made by rail from each of our Saskatchewan mines to Thunder Bay, Ontario for shipment by lake vessel to our warehouses and storage facilities in Canada and the US.

In the case of our sales to Canpotex, Canpotex is responsible for managing and directing all aspects of its logistics infrastructure platform, including the transportation of its potash by way of rail to marine facilities where it is handled, stored and loaded onto ocean-going vessels. We have an equity interest in Canpotex Bulk Terminals Limited, which is a part owner of the marine facilities utilized by Canpotex in Vancouver, British Columbia. Canpotex also utilizes marine facilities in Portland, Oregon, Saint John, New Brunswick and Thunder Bay, Ontario.

Production Methods

We generally produce potash primarily using conventional mining methods, except for our Patience Lake mine, which was originally a conventional underground mine, but began employing a solution mining method in 1989. In conventional operations, shafts are sunk to the ore body, which is approximately one kilometer below the surface. Mining machines cut the ore, which is then hoisted to the surface for processing. The ore is a mixture of potassium chloride, salt and insoluble particles. In solution mining, the potash is dissolved in warm brine and pumped to the surface for processing. Removing salt and insoluble particles through a milling process produces saleable potash. Six grades of potash are produced to suit different preferences of the various markets we serve.

In 2021, our nameplate capacity represented 55 percent of the North American total capacity (based on our nameplate capacity, see the table below for further information) and our potash production represented 58 percent of North American production. We allocate production among our mines on the basis of various factors, including cost efficiency and the grades of product that can be produced.

The following table sets forth, for each of the past two years, the production of ore, mill feed grade and finished product for each of our potash mines in Saskatchewan.

 

 

11


      Annual
Nameplate
Capacity 1
     Annual Operational
Capability 2
                                                 
   2022      2021      2021 Production      2020 Production  
      Finished
Product
(millions
of tonnes)
     Finished
Product
(millions
of tonnes)
     Finished
Product
(millions
of tonnes)
     Ore
(millions
of tonnes)
     Grade
% K2O
    

Finished
Product
(millions

of tonnes)

     Ore
(millions
of tonnes)
     Grade
% K2O
     Finished
Product
(millions
of tonnes)
 
Rocanville      6.5        5.2        5.2        16.64        21.8        5.00        17.02        22.3        5.29  
Allan      4.0        3.0        3.0        7.74        25.3        2.78        7.85        25.1        2.79  
Vanscoy      3.0        1.1        1.0        2.98        26.3        1.05        1.53        25.5        0.51  
Lanigan      3.8        2.7        2.8        9.22        23.9        2.91        7.28        23.6        2.33  
Cory      3.0        2.0        1.8        5.77        22.7        1.77        4.60        23.3        1.40  
Patience Lake      0.3        0.3        0.3                      0.28                      0.27  

Totals 3

     20.6        14.3        14.1        42.35                 13.79        38.28                 12.59  
1

Represents estimates of capacity as of December 31, 2021. Estimates are based on capacity as per design specifications or Canpotex entitlements once determined. In the case of Patience Lake, estimate reflects current operational capability. Estimates for all other facilities do not necessarily represent operational capability.

2

Estimated annual achievable production level at current staffing and operational readiness (estimated at beginning of year and may vary during the year and year-to-year including between our facilities). Estimate does not include inventory-related shutdowns and unplanned downtime. In 2021, in response to strong global demand and supply constraints, we produced nearly 1 million tonnes of additional potash compared to what was planned.

3

2021 average mineral grade of 23.33 percent potassium oxide (“K2O”) mined and an average grade of 60.84 percent K2O produced. Averages are weighted proportionately to tonnes produced at our conventional mines.

The mining of potash is a capital-intensive business subject to the normal risks and capital expenditure requirements associated with mining operations. The production and processing of ore may be subject to delays and costs resulting from mechanical failures and hazards, such as unusual or unexpected geological conditions, subsidence, water inflows, and other conditions involved in mining potash ore.

Competitive Position

Potash is a commodity, characterized by minimal product differentiation, and, consequently, producers compete based on price, quality and service. We price competitively, sell high-quality products and provide high-quality service to our customers. Our service includes maintaining warehouses, leasing railcars and chartering vessels to enhance our delivery capabilities. The high cost of transporting potash affects competition in various geographic areas.

In 2021, our principal competitors in North America included PA Belaruskali, EuroChem Group AG, ICL, Intrepid Potash Inc., K+S Group, The Mosaic Company (“Mosaic”) and PJSC Uralkali. In 2021, Canpotex competed with producers such as APC, PA Belaruskali, EuroChem Group AG, ICL, K+S Group, SQM and PJSC Uralkali. In 2021, the US, European Union, Canada and other nations imposed sanctions on Belarus and the precise impact of these sanctions, including the degree to which they will impact such competitors, is uncertain.

Sources of Raw Materials

The production of potash requires a sustained fresh water supply for the milling process, which comes from nearby sources including subsurface aquifers, reservoirs and the Saskatchewan River.

5.3 Nitrogen Operations

Overview

We own and operate nitrogen production facilities at which we produce the following products:

 

Plant Locations   Nitrogen Products Produced
Augusta, Georgia   Ammonia, urea, urea ammonium nitrate (“UAN”), urea solutions, nitric acid and ammonium nitrate
Borger, Texas   Ammonia, urea and urea solutions
Carseland, Alberta   Ammonia and urea
Fort Saskatchewan, Alberta   Ammonia and urea
Geismar, Louisiana   Ammonia, UAN, urea solutions and nitric acid

 

12


Plant Locations   Nitrogen Products Produced
Joffre, Alberta   Ammonia
Lima, Ohio   Ammonia, urea, UAN, urea solutions, nitric acid and ammonium nitrate
Point Lisas, Trinidad 1   Ammonia and urea
Redwater, Alberta   Ammonia, urea, ammonium nitrate 2, UAN and ammonium sulfate
1

In 2021, we temporarily reopened our previously closed ammonia plant in Trinidad to offset reduced production at one of our other ammonia plants. We expect the plant to operate until mid-2022, after which it will close indefinitely.

2

At the end of 2021, we ceased production of ammonium nitrate at our Redwater site. We expect to continue producing ammonium nitrate liquor.

We operate a number of facilities that upgrade ammonia and urea to other products such as UAN, ammonium nitrate, nitric acid and Environmentally Smart Nitrogen® (“ESN®”).

 

Plant Locations   Nitrogen Products Produced
Americus, Georgia 1   Rainbow plant food
Carseland, Alberta   ESN®
Granum, Alberta   UAN
Kennewick, Washington   UAN, ammonium nitrate liquor and nitric acid
New Madrid, Missouri   ESN®
Standard, Alberta   UAN
1

In 2021, we sold the Rainbow facility and related assets.

Our owned and operated facilities have a combined annual gross ammonia nameplate capacity of approximately 7.1 million tonnes.

We also have a 50 percent joint venture ownership in Profertil S.A. (“Profertil”), a joint venture that owns a nitrogen facility in Bahia Blanca, Argentina.

Transportation, Storage and Distribution

We distribute our nitrogen products by vessel, barge, railcar and truck to our customers and, in high-consumption areas, through our strategically located storage terminals. In North America, as at December 31, 2021, we leased or owned approximately 220 nitrogen distribution points, as well as a fleet of approximately 5,200 owned or leased railcars. We also lease dry and liquid storage capacity in Europe. These locations provide a network of field and production site storage capacity sufficient to serve local dealers during the peak seasonal demand period and are also used to provide off-season storage.

We distribute products from Trinidad primarily to markets in the US, South America, Europe and North Africa. We employ four long-term chartered ocean-going vessels and utilize short-term and spot charters as necessary for the transportation of ammonia for our marine distribution operations in Trinidad. All bulk urea production from Trinidad is shipped through third-party carriers. In addition, Profertil’s terminal on the Parana River includes a dedicated berth and two 100,000-tonne dry storage buildings in a key agricultural region of Argentina.

Production Methods

Ammonia is produced by taking nitrogen from the air and reacting it with a hydrogen source, usually natural gas reformed with steam. Carbon dioxide is produced in ammonia production in two primary ways – first as a product of the chemical reactions involved and, second, as a product of burning fuels that generate the heat required to make those chemical reactions occur. In most plants, the carbon dioxide produced as a chemical by-product is captured and used as an input to urea production.

Ammonia is the feedstock used to produce a full line of upgraded products, including urea, ammonium nitrate, nitric acid and nitrogen solutions, including both UAN solutions and urea solution products, ammonium sulfate and ESN®. Urea is produced by combining ammonia with carbon dioxide (“CO2”) and forming liquid urea, which can be further processed into a solid form. UAN solutions are liquid fertilizers that are produced by combining liquid urea, liquid ammonium nitrate and water. Urea liquor is a urea liquid solution sold into the diesel exhaust fluid market. When combined with diesel in larger vehicles and machinery, it can improve fuel efficiency and reduce emissions. Urea liquid solutions are produced by combining liquid urea with water. Ammonium sulfate is produced by reacting ammonia and sulfuric acid, which is then granulated to form a solid granular product. We produce sulfuric acid from purchased sulfur at our Redwater, Alberta facility. ESN® is a patented coated-fertilizer product that is made by coating the urea substrate with layers of polymers, allowing for more efficient delivery of nitrogen to the plant.

Ammonia, urea and nitrogen solutions are sold as fertilizers to agricultural customers and to industrial customers for various applications. Nitric acid and ammonium nitrate are sold to industrial customers for various applications. Urea is also sold for feed applications. ESN® is sold to agricultural customers. Urea solution is sold to industrial and agricultural customers.

 

13


Competitive Position

Nitrogen-based fertilizer is a global commodity, and customers, including end-users, dealers and other fertilizer producers and distributors, base their purchasing decisions principally on the delivered price and availability of the product. The relative cost of, and availability of transportation for, raw materials and finished products to manufacturing facilities are also important competitive factors.

Within North America, transportation costs play a factor in regional price differences and we compete with other domestic producers, including CF Industries Holdings, Inc., CVR Partners, L.P., Koch Industries, Inc., LSB Industries, Inc., OCI N.V., and Yara International ASA, and with imported product from suppliers in the Middle East, North Africa, Trinidad, Central and Eastern Europe and China. In the offshore market, we compete with a wide range of offshore and domestic producers. Nitrogen is also an input into industrial production of a wide range of products. Many manufacturers want consistent quality and just-in-time delivery to keep their plants running.

Our North American plants are geographically well positioned to service agriculture, industrial and feed customers across Canada and the US. Our robust North American distribution network provides in-market support, during seasonal peak demand, ensuring timely product availability. Trinidad mainly supplies our international fertilizer and industrial customers.

Our US production has continued to benefit from the low cost of natural gas and, to a greater extent, our Western Canadian production, which utilizes natural gas indexed to the Alberta benchmark price, has also benefited from the low cost of natural gas. In Trinidad, the price at which we purchase natural gas varies primarily with ammonia market prices, and annual escalating floor prices. Ammonia and urea predominate our offshore sales of nitrogen and originate primarily from Trinidad, with other sales coming from purchased product locations. In 2021, our total Nitrogen sales represented 19 percent of our total consolidated sales (2020 – 15 percent). For 2021, our offshore sales of nitrogen products represented 22 percent (2020 – 18 percent) of our total nitrogen sales.

Sources of Raw Materials

Natural gas is the primary raw material used for producing ammonia, which is the base for virtually all nitrogen products. Our Joffre, Alberta facility uses hydrogen as its raw material to produce ammonia.

In North America, we may enter into natural gas hedging transactions with the goal of minimizing risk from volatile gas prices. We purchase most of our natural gas from producers or marketers at the point of delivery of the natural gas into the pipeline system, then pay the pipeline company and, where applicable, the local distribution company to transport the natural gas to our nitrogen facilities. Approximately 90 percent of our North American consumption of natural gas by our Nitrogen operations is delivered pursuant to firm transportation contracts, which do not permit the pipeline or local distribution company to interrupt service to, or divert natural gas from, the plant.

In Trinidad, natural gas is purchased under contract using a pricing formula related to the market price of ammonia. We are currently operating under a five-year gas supply contract, set to expire in 2023, which includes minimum take or pay requirements, to provide the entire Trinidad ammonia complex with approximately 90 percent of its expected requirements for 2019 through 2023.

Profertil has various gas contracts denominated in US dollars that expire in 2022 and 2023 and account for virtually all of Profertil’s gas requirements. YPF S.A., our joint venture partner in Profertil, supplies approximately 70 percent of the gas under these contracts.

5.4 Phosphate Operations

Overview

Our Phosphate operations include the manufacture and sale of solid and liquid phosphate fertilizers, phosphate feed, and purified phosphoric acid, which is used in feed and industrial products. We have phosphate mines and mineral processing plant complexes in Aurora, North Carolina and White Springs, Florida. We also have three Phosphate feed plants in the US.

Our Phosphate properties include:

 

Plant Locations   Primary Products Produced 1
Aurora, North Carolina   DAP, MAP, SPA, liquid fertilizer, purified acid, merchant grade phosphoric acid (“MGA”), hydrofluorosilicic acid, defluorinated merchant grade acid, low magnesium SPA (“LOMAG”) and anhydrous hydrogen fluoride (“AHF”) 2
Cincinnati, Ohio   Blended purified acid products
Joplin, Missouri   Animal feed
Marseilles, Illinois   Animal feed
Weeping Water, Nebraska   Animal feed

 

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Plant Locations   Primary Products Produced 1
White Springs, Florida   SPA, MGA 3, LOMAG, hydrofluorosilicic acid (“HFSA”) 4, MAP and MAP MST
1

The following scientific terms have the following meanings:

DAP              diammonium phosphate, 46 percent P2O5 (solid)

MAP              monoammonium phosphate, 52 percent P2O5 (solid)

MAP MST     sulfur enhanced MAP

SPA              superphosphoric acid, 70 percent P2O5 (liquid)

2

Production of AHF is expected to commence in March 2022.

3

All of the MGA from White Springs is consumed internally in the production of additional products.

4

HFSA production commenced in January 2022.

We have long-term supply and offtake agreements with Itafos Conda LLC, which extend through 2023. Under these agreements, we expect to market an estimated 330,000 tonnes per year of MAP produced at Conda, Idaho.

We execute offshore marketing and sales of our solid phosphate fertilizer through PCS Sales (USA), Inc.

Transportation, Storage and Distribution

As at December 31, 2021, we had approximately 150 owned or leased phosphate distribution points and a fleet of approximately 5,300 owned and leased railcars. We have long-term leases on shipping terminals in Morehead City and Beaufort, North Carolina through which we receive and store Aurora facility finished product. Most of our offshore phosphate sales are shipped through the terminal at Morehead City. We use barges and tugboats to transport solid products and phosphoric acid between the Aurora facility and shipping terminals. Raw materials and products, including sulfur, are also transported to and from the Aurora facility by rail and truck.

Sulfur is delivered to the White Springs facility by rail and truck from Canada and the US. Most of the phosphoric acid and chemical fertilizers produced at the White Springs facility are shipped to North American destinations by rail. Ammonia for the Aurora and White Springs facilities is supplied by rail and truck from our production facilities in Lima, Ohio and Augusta, Georgia.

Production Methods

We extract phosphate ore using surface mining techniques. At each mine site, the ore is mixed with recycled water to form a slurry, which is pumped from the mine site to our processing facilities. The ore is then screened to remove coarse materials, washed to remove clay and floated to remove sand to produce phosphate “rock.” The annual production capacity of our mines is currently7.4 million tonnes of phosphate rock. During 2021, the Aurora facility’s total production of phosphate rock was 3.77 million tonnes and the White Springs facility’s total production of phosphate rock was 1.62 million tonnes. The sequence for mining portions of the Aurora property was identified in the permit issued by the US Army Corps of Engineers in June 2009. The permit authorizes mining in excess of 19 years. Phosphate rock is the major input in our phosphate processing operations. Substantially all the phosphate rock produced is used internally for the production of phosphoric acid, SPA, chemical fertilizers, purified phosphoric acid and animal feed products.

In addition to phosphate ore, the other principal raw materials we require are sulfur and ammonia. We produce sulfuric acid at the Aurora and White Springs facilities from purchased sulfur.

Our Phosphate operations purchase all their ammonia at market rates from or through our Nitrogen and sales subsidiaries. Phosphoric acid is reacted with ammonia to produce DAP, MAP and MAP MST as well as liquid fertilizers.

We produce MGA at our Aurora and White Springs facilities. Some MGA from the Aurora facility is sold to foreign and domestic fertilizer producers and industrial customers. We further process the balance of the MGA to make solid fertilizers (DAP and MAP), liquid fertilizers, animal feed supplements for the poultry and livestock markets, and purified phosphoric acid for use in a wide variety of food, technical and industrial applications.

Competitive Position

Markets for phosphate fertilizer products are highly competitive and based largely on price, reliability, and deliverability. Significant low-cost capacity has been commissioned over the past few years, most notably in Morocco and Saudi Arabia. The ability of these countries to add low-cost capacity and operate under less restrictive environmental regulation is resulting in a long-term oversupply in the global market. Our principal advantages at the Aurora and White Springs facilities are that we produce higher-value, diversified products and that we operate integrated phosphate mine and phosphate processing complexes. Our in-market distribution network ensures product supply during peak demand periods.

Our key competitors for North American phosphate fertilizer sales are Mosaic, J.R. Simplot Company and offshore imports primarily from Mexico, Jordan, Australia, Saudi Arabia and various other smaller importers. A petition for countervailing duties filed in 2020 by Mosaic with the US Department of Commerce led to Morocco and Russia stopping shipments to the US and a resultant increase in

 

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phosphate fertilizer prices. A final ruling on this matter was issued in March 2021, with the US Department of Commerce issuing countervailing duty orders on imports of phosphate fertilizers from Morocco and Russia, which will remain in place for at least five years.

In offshore markets, we compete primarily with OCP S.A. (“OCP”) from Morocco and other producers from Africa, China, the Middle East and Russia. In 2021, our total Phosphate sales represented 7 percent of our total consolidated sales (2020 – 7 percent). For 2021, our offshore sales of phosphate products represented 11 percent (2020 – 11 percent) of our total phosphate sales.

Within the animal feed supplement business in the Phosphate segment opportunities exist to differentiate products based on nutritional content. We have a significant presence in the domestic feed supplement market segments. We compete with Mosaic, J.R. Simplot Company, OCP and Chinese and Russian producers for feed sales.

Industrial products are the least commodity-like of the phosphate products as product quality is a more significant consideration for customer buying decisions. We market industrial phosphate products principally in the US and we compete with ICL, Innophos Holdings, Inc., Prayon Group, OCP and Chinese producers for North American industrial sales.

Sources of Raw Materials

Phosphate rock is the major input in our phosphate processing operations, and is mined at our Aurora and White Springs facilities.

In addition to phosphate ore, the other principal raw materials we require are sulfur and ammonia. The production of phosphoric acid requires substantial quantities of sulfur, which we purchase from third parties. Any significant disruption in our sulfur supply to the phosphate facilities could adversely impact our financial results. We produce sulfuric acid at the Aurora and White Springs facilities from purchased sulfur. Ammonia for our Aurora facility is supplied by rail and truck from our production facilities in Lima, Ohio and Augusta, Georgia. Ammonia for our White Springs facility is primarily supplied by truck from our Augusta nitrogen plant.

5.5 Specialized Skill and Knowledge

We believe our success is dependent on the performance of our management and key operational employees, many of whom have specialized skills and knowledge relating to the retail, potash, nitrogen and phosphate industries, and to the conduct of the Retail, Potash, Nitrogen and Phosphate operations. We believe that we have adequate personnel with the specialized skills and knowledge to successfully carry out our business and operations.

5.6 Intangible Properties

We have registered and pending trademarks and patents in Canada, the US and other countries where our products are sold. In addition, it has been our practice to seek patent protection for inventions and improvements that are likely to be incorporated into our products, where appropriate, and to protect the freedom to use our inventions in our manufacturing processes. We consider several factors in assessing the materiality of our patents including, but not limited to, scope and breadth of claims, sales volumes of products incorporating the technology, strategic importance and patent duration.

While these trademarks and patents constitute valuable assets, we do not regard any single trademark or patent as being material to our operations as a whole. See Note 14 of the 2021 Consolidated Financial Statements for disclosure on estimated useful lives of intangible assets.

5.7 Seasonality

The agricultural products business is seasonal. Crop input sales are generally higher 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, while customer prepayments made to us are concentrated in December and January and inventory prepayments paid to our vendors are typically concentrated in the period from November to January. Feed and industrial sales are more evenly distributed throughout the year. See “Risk Factors” below for a description of the risks related to seasonality.

5.8 Environmental Matters

Our operations are subject to numerous environmental requirements under federal, provincial, state and local laws, regulations and permits of the countries in which we operate. These laws, regulations and permits govern matters such as air emissions, wastewater discharges, land use and reclamation, groundwater quality, and solid and hazardous waste management. Many of these laws, regulations and permit requirements continue to become increasingly stringent, and the cost of compliance with these requirements can be expected to increase over time.

 

 

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Future environmental capital expenditures are subject to a number of uncertainties, including changes to environmental laws and regulations and interpretations by regulatory authorities or changes in circumstances affecting the Company’s operations. At this time, we are unable to estimate the capital expenditures we may make in future years to meet pollution prevention and emissions control objectives, as well as other environmental requirements.

Environmental Requirements, Permits and Regulatory Approvals

Many of our operations and facilities are subject to a variety of regulatory requirements, permits and approvals, all of which vary depending on the specific operation. Licenses, permits and approvals at operating sites are obtained in accordance with applicable laws and regulations, which may limit or regulate: operating conditions, rates and efficiency; land, water and raw material use and management; product storage, quality and transportation; waste storage and disposal; and emissions and other discharges. Additional legal requirements may apply where site impacts predate the current applicable regulatory framework, where remediation is ongoing or where there is otherwise evidence that historic remediation activities have not been successful in minimizing impacts to the environment. These additional requirements may result in an environmental remediation liability that must be mitigated.

We believe that we are currently in material compliance with existing regulatory requirements, permits and approvals. Permits and approvals are typically required to be renewed or reissued periodically. We may also become subject to new laws or regulations that impose new requirements or require us to obtain new or additional permits or approvals; however, there can be no assurance that such permits or approvals will be issued in the ordinary course of operations. Further, the terms and conditions of future regulations, permits and approvals may be more stringent and may require increased expenditures by the Company.

Air Quality

With respect to air emissions, we anticipate that additional actions and expenditures may be required to meet increasingly stringent federal, provincial and state regulatory and permit requirements in the areas in which we operate, including existing and anticipated regulations under the US federal Clean Air Act. We continue to monitor developments in these various programs and assess their potential impact on our operations. In 2015, we entered a consent decree that requires reductions in sulfur dioxide emissions at specified sulfuric acid plants with the final compliance dates occurring at the beginning of 2020. All such emission limits have been met by the dates specified in the consent decree schedule. As such, we have requested termination of the sulfuric acid consent decree.

In Canada, the Multi-Sector Air Pollutant Regulations were issued in 2016. These regulations established oxides of nitrogen emission standards for gas-fired boilers, heaters and stationary spark-ignition engines. Facilities must ensure regulated equipment meets mandated emission standards by either 2026 or 2036, depending on the equipment’s baseline emission levels. Our Canadian nitrogen and potash facilities operate equipment subject to the regulations. Equipment testing is ongoing to assess the baseline emission levels in order to determine if any equipment will require replacement or modification. Testing has confirmed that boiler replacement is required by 2026 at one of our Potash facilities. In 2021, a new ammonia loadout heater was installed at the Fort Saskatchewan Nitrogen facility and, in 2022, a medium pressure condensate stripper will be installed at the Carseland Nitrogen Facility. Both of these capital investments will reduce oxides of nitrogen emissions.

Water Quality

There are international, federal, provincial and state regulatory initiatives underway that may result in new regulatory restrictions on discharges of nutrients, including discharges of nitrogen and phosphorus to waters in the US (“Nutrient Criteria”). There are also ongoing litigation efforts in several jurisdictions of the US that seek to require US environmental agencies to develop new Nutrient Criteria. These litigation and regulatory proceedings may result in new Nutrient Criteria that apply to water discharges from several of the Company’s facilities in the US. Some of the proposed restrictions imposed through Nutrient Criteria also have the potential to require our customers to reduce or eliminate their uses of the Company’s products. These Nutrient Criteria could have a material effect on either the Company or its customers, but the impact is not currently predictable or quantifiable with reasonable certainty because many of these initiatives are in relatively early stages and compliance alternatives may be available that do not create material impacts. We are closely monitoring and evaluating the impact of these initiatives on our operations.

Waste Management

In 2003, the US Environmental Protection Agency (“EPA”) began investigating the phosphate industry as part of its National Enforcement Initiative regarding the mineral processing industry. The purpose of the EPA’s National Enforcement Initiative is to ensure that waste resulting from mineral processing is managed in accordance with regulations under The Resource Conservation and Recovery Act, which is the US federal statute that governs the generation, transportation, treatment, storage and disposal of hazardous wastes. The EPA is also evaluating the mineral processing industry’s compliance with the Emergency Planning and Community Right to Know Act and the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”).

 

 

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Several of the Company’s phosphoric acid production facilities have received notices of violation or entered orders with the EPA as a result of the EPA’s National Enforcement Initiative. These facilities include the Conda, Idaho Phosphate production facility divested in 2018, for which we retain environmental liabilities attributable to our historic activities. We are negotiating with the EPA and the relevant state environmental agencies to resolve the matters relating to these facilities, and these negotiations are ongoing. In these negotiations, we are seeking to minimize the costs and impacts to our future operations consistent with applicable legal requirements, including financial assurance for the future closure, maintenance and monitoring of phosphogypsum stack systems. The full scope of the costs that we may ultimately incur to bring these matters to a conclusion could be material to our operations but are not currently predictable or quantifiable with reasonable certainty. See Note 29 of the 2021 Consolidated Financial Statements for additional information.

Asset Retirement Obligations

Provisions are recognized when: (i) the Company has a present legal or constructive obligation as a result of past events; (ii) it is probable that an outflow of resources will be required to settle the obligation; and (iii) the amount can be reliably estimated.

The major categories of our asset retirement obligations include reclamation and restoration expenditures at our Potash and Phosphate mining operations (phosphate mining, in particular), including the management of materials generated by mining and mineral processing, such as: various mine tailings and phosphogypsum stacks; land reclamation and revegetation programs; decommissioning of underground and surface operating facilities; general clean-up activities aimed at returning the areas to an environmentally acceptable condition; and post-closure care and maintenance.

The estimation of the costs of asset retirement obligations depends on the development of environmentally acceptable closure and post-closure plans. In some cases, this may require significant research and development to identify preferred methods for such plans that are economically sound and that, in most cases, may not be implemented for several decades. We have continued to use appropriate technical resources, including outside consultants, to develop specific site closure and post-closure plans in accordance with the requirements of the various jurisdictions in which we operate.

Asset retirement obligations are generally incurred over an extended period. As at December 31, 2021, we had accrued a total of $1,231 million for asset retirement obligations, the current portion of which totaled $115 million. For additional information, see Note 22 of the 2021 Consolidated Financial Statements.

Site Assessment and Remediation

We are also subject to environmental statutes that may require investigation and, where appropriate, remediation of impacted properties. Canadian federal and provincial laws as well as CERCLA and other US federal and state laws impose liability on, among others, past and present owners and operators of properties or facilities at which hazardous substances have been released into the environment. Liability under these laws may be imposed jointly and severally and without regard to fault or the legality of the original actions, although such liability may be divided or allocated according to various equitable and other factors. We have incurred and expect to continue to incur costs and liabilities in respect of our current and former operations, including those of divested and acquired businesses. We have generated and, with respect to our current operations, continue to generate substances that could result in liability for us under these laws.

As at December 31, 2021, we had accrued environmental costs of $505 million for expenditures associated with site assessment and remediation, including consulting fees, related to the clean-up of impacted sites currently or formerly associated with the Company or its predecessors’ businesses. As at December 31, 2021, the current portion of these costs totaled $55 million. The accrued amounts include the Company’s and its subsidiaries’ expected final share of the costs for the site assessment and remediation matters to the extent future outflow of resources is probable and can be reliably estimated. For additional information, see Note 22 of the 2021 Consolidated Financial Statements.

It is often difficult to estimate and predict all of the potential costs and liabilities, including natural resource damages, associated with our current and former operations, and there is no guarantee that we will not in the future be identified as potentially responsible for additional costs associated with our operations, either as a result of changes in existing laws and regulations or as a result of the identification of additional matters or properties subject to environmental costs. For certain matters, we are unable to make a reliable estimate of the amount and timing of any financial effect in excess of the amounts accrued for various reasons including: complexity of the matters; early phases of most proceedings; lack of information on the nature and timing of future actions in the matters; dependency on the completion and findings of investigations and assessments; and the lack of specific information as to the nature, extent, timing and cost of future remediation with respect to those matters. Until we have greater clarity as to our liability and the extent of our financial exposure, it is not practicable to make a reliable estimate of the financial effect. For additional information, see Note 29 of the 2021 Consolidated Financial Statements.

 

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Climate Change and GHG Emissions

Nutrien generates GHG emissions directly and indirectly through the production, distribution and use of its products. Some of these emissions are subject to climate change policies and regulations, all of which are developing in unique ways within various federal, provincial and state jurisdictions. Increasing regulation of GHG emissions may impact our operations by requiring changes to our production processes or increasing raw material, energy, production or transportation costs in order to ensure compliance. There are also significant differences in the climate change policies of countries where Nutrien operates as only some are parties to the Paris Agreement, negotiated in December 2015, under the United Nations Framework Convention on Climate Change.

Sources of GHG emissions from our production operations include emissions from the reforming of natural gas to produce hydrogen, which is used to synthesize ammonia, as well as process emissions from some of our nitric acid plants. We estimate that the production stage of our operations accounts for approximately 95 percent of our overall Scope 1 and Scope 2 GHG emissions. Approximately two-thirds of the natural gas required to produce ammonia – the basic building block of all nitrogen fertilizer – is used to provide the necessary hydrogen for the process. The remaining one-third is used as fuel to provide heat for the ammonia production process. Given current economically viable technologies, the CO2 emissions related to this process are fixed by the laws of chemistry and cannot be reduced. We have developed strategies to attempt to improve energy efficiency in our production operations, to capture and store carbon, generate lower-carbon energy, and to reduce the amount of N2O emissions from our nitric acid facilities. We are also investing in developing new precision agriculture technologies and agronomic services that are expected to improve the efficiency of fertilizer applications within our Retail operations, so more grain can be produced with the same amount of fertilizer and with reduced impact to the environment. We are also investing in initiatives focused on autonomous mining and tele-remote mining, and other advanced technologies to continue to reduce our environmental impact, and improve our safety performance, lower our production costs, and optimize throughput.

Our Canadian manufacturing facilities are primarily located in the provinces of Alberta and Saskatchewan and are subject to a variety of federal and provincial requirements to reduce GHG emissions ranging from carbon taxes to emission intensity reduction requirements. We attempt to minimize our Canadian compliance costs through the implementation of various efficiency and emissions reduction projects, including: overall efforts to increase operational efficiency; operating a cogeneration facility in partnership with TransCanada Energy Ltd., a subsidiary of TC Energy Corporation, at Carseland, Alberta that captures waste heat and produces emission offset credits; operating a cogeneration facility in partnership with SaskPower at our Cory, Saskatchewan potash mine that captures waste heat and provides all of the mine’s steam requirements; and the implementation of the Quantification Protocol for Agricultural Nitrous Oxide Emissions Reduction designed to generate emission offset credits for Alberta growers who reduce their N2O emissions. We have also partnered with Enhance Energy Inc. to supply CO2 from the Redwater Nitrogen facility to the Alberta Carbon Trunk Line to be captured and used for enhanced oil recovery in Central Alberta. The project began its first CO2 injection in December 2019 and continues to supply CO2 for enhanced oil recovery. The Redwater facility sent approximately 139,000 tonnes of CO2 to the Alberta Carbon Trunk Line in 2021.

In 2018, Canada enacted the Greenhouse Gas Pollution Pricing Act (“GGPPA”), which establishes minimum standards for carbon pricing that makes up part of Canada’s strategy for meeting its commitments under the Paris Agreement. The GGPPA is designed to act as a backstop (“Backstop Regime”) to apply in provinces that do not establish their own carbon pricing systems that meet the minimum federal stringency criteria. The GGPPA is comprised of two parts: a federal fuel charge that was CAD$40 per tonne of carbon dioxide equivalents (“CO2e”) in 2021 and is CAD$50 per CO2e tonne in 2022 (“Federal Fuel Charge”), and an output-based pricing system (“OBPS”) for large industrial emitters. The Federal Fuel Charge applies to all carbon-based fuels in provincial jurisdictions that have not implemented their own provincial carbon tax. Similarly, the federal OBPS applies in those provinces that have not enacted systems deemed equivalent to the federal OBPS. Large emitting facilities regulated under an acceptable OBPS are exempt from the Federal Fuel Charge. In December 2020, the Canadian federal government announced a strengthened climate plan entitled: A Healthy Environment and a Healthy Economy. Under the strengthened plan the Federal Fuel Charge is proposed to increase by an additional CAD$15 per CO2e tonne per year for the years 2023 to 2030, resulting in a final carbon levy of CAD$170 per CO2e tonne in 2030.

Application of Federal Fuel Charge in Alberta and Saskatchewan

As part of Alberta’s Climate Leadership Act, Alberta had a provincial carbon fuel levy in place from 2017 until it was repealed in 2019. The GGPPA Federal Fuel Charge backstop was then implemented in Alberta in January 2020. As of January 1, 2022, Manitoba, Saskatchewan, Alberta, Yukon and Nunavut have the Federal Fuel Charge in place, while the other provinces and territory have provincial/territorial fuel levies.

Application of Federal OBPS in Alberta and Saskatchewan

As of January 1, 2022, the federal OBPS applies in Manitoba, Prince Edward Island, Saskatchewan (for electricity generation and natural gas transmission only), Yukon and Nunavut, while the other provinces and territory have provincial/territorial systems that have been deemed equivalent to the federal OBPS. In 2018, the Province of Saskatchewan proclaimed the Management and

 

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Reduction of Greenhouse Gases Act, which provided the authority to establish a provincial output-based emissions management framework. This legislation, along with its supporting regulations, was considered to meet the stringency criteria of the federal GGPPA for large industrial facilities. As such, all six of our potash facilities received exemptions from the federal GGPPA fuel charge. Under the Saskatchewan framework, potash facilities must achieve a 5 percent emission intensity reduction from a site-specific three-year baseline by 2030. Beginning in 2019, the facility intensity baseline benchmark will decline 0.42 percent per year until the full 5 percent intensity reduction target is established in 2030. All six of our potash facilities submitted third-party verified baseline applications in 2019, which were subsequently approved by the Saskatchewan Ministry of Environment in the fall of 2020. The 2019 emissions year was the first compliance year under the Saskatchewan output-based framework, and our 2019 potash facility emission returns were submitted in the fourth quarter of 2020 and approved in the fourth quarter of 2021. The 2020 emissions returns were submitted in the fourth quarter of 2021 and are under review by the Saskatchewan Ministry of Environment. Compliance payments for the 2019 and 2020 emissions years are due December 31, 2022. After that, emission returns and compliance payments will be submitted every second year per the provincially established Emissions and Compliance Return Schedule. The provincial framework that will create a credit trading system and provincial technology fund for meeting emission compliance obligations is still under development; however, our aggregated potash compliance obligation for the 2021 emission year is estimated to be approximately $1.2 million based on the 2021 Federal Fuel Charge of CAD$40 per CO2e tonne.

In Alberta, large final emitters (industrial facilities emitting over 100,000 tonnes of CO2e per year) have been subject to emissions reduction requirements and a GHG pricing system in various forms since 2007. The current large final emitters regime is the Technology Innovation and Emissions Reduction (“TIER”) Regulation, which has been in place since January 1, 2020. Under this program, facilities that emit 100,000 tonnes or more of CO2e per year are subject to the less stringent of a product-specific high-performance benchmark (“HPB”) based on the emission intensity of the most efficient facilities, or a facility-specific benchmark based on a 10 percent emission intensity reduction relative to the facility’s own historical baseline. The stringency of facility-specific benchmarks will increase by 1 percent annually beginning in 2021 until the facility benchmark reaches the HPB. The tightening rate will not apply to industrial process emissions, which are fixed by chemistry and cannot be reduced through efficiency improvements. The TIER Regulation has been deemed equivalent to the OBPS under the GGPPA. In 2021, the carbon price under TIER was CAD$40 per CO2e tonne. By aligning with the federal carbon standard for emission compliance, large emitting facilities are not subject to the Federal Fuel Charge. In December 2021, the Alberta government issued a Ministerial Order that increased the TIER carbon price to CAD$50 per CO2e tonne in 2022, ensuring continued alignment with the federal GGPPA carbon price through 2022.

The predecessor program to TIER (the Carbon Competitiveness Incentive Regulation or “CCIR”) included a provision that allowed lower emitting facilities to opt-in to the program if they competed against a facility regulated under the CCIR or if the facility had greater than 50,000 tonnes of annual emissions and high emissions intensity and trade exposure. In 2019, Joffre opted into the CCIR program which granted the Joffre facility an exemption from the provincial carbon levy as any applicable carbon costs associated with its emissions would be covered under the CCIR program. Since the Joffre facility manufactures ammonia using a hydrogen by-product feedstock supplied by an industrial neighbor rather than producing it on site from a natural gas feedstock using an emission intensive steam methane reforming process, Joffre was able to generate EPCs as its emission intensity was below the Alberta CCIR ammonia intensity benchmark. The TIER Regulation also includes an ‘opt-in’ allowance for lower emitting facilities that compete with large emitting TIER regulated facilities, and Joffre’s opted-in status was transferred to TIER. As a result, Joffre remains exempt from the Federal Fuel Charge and will be able to continue to generate EPCs under TIER. These credits can be banked and used to offset a portion of future TIER compliance obligations for Nutrien’s other Alberta-based nitrogen facilities.

Our aggregated TIER compliance costs for 2021 are due by June 30, 2022. Emission quantification and compliance costs are subject to third-party verification prior to submission, and as such are not yet finalized; however our aggregated TIER compliance costs for 2021 are estimated to be approximately $1.8 million.

Saskatchewan, Ontario and Alberta launched legal challenges to the constitutionality of the GGPPA. On March 25, 2021, the Supreme Court of Canada released its decision, with the majority confirming that the federal carbon pricing Backstop Regime under the GGPPA is constitutional.

In late 2020 and early 2021, following the release of proposed regulations, the Canadian federal government conducted consultations with stakeholders regarding the implementation of a federal Clean Fuel Standard that is anticipated to apply to liquid fuels beginning in 2022. This standard will be designed to incent the development and use of lower-carbon fuels. Nutrien is tracking development of the standard and will remain engaged through the consultation process.

In the US, the EPA has issued GHG emissions regulations that establish a reporting program for emissions of CO2, methane and other GHGs, as well as a permitting program for certain large GHG emissions sources. Several legislative bills have passed or are proposed that offer incentives for clean hydrogen production and carbon sequestration, which could impact sustainability efforts. Some US states have also enacted laws concerning GHG emissions that we are monitoring for impacts on our operations.

The impacts of climate change and future restrictions on emissions of GHGs on the Company’s operations could be material but cannot be determined with any certainty at this time.

 

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Facility and Product Security

Through our Safety, Health and Environment department, we regularly evaluate and address actual and potential security issues and requirements associated with our operations in the US and elsewhere using approved security vulnerability methodologies. Additional actions and expenditures may be required in the future. In the US, chemical facilities are regulated under the Maritime Transportation Security Act, the Chemical Facility Anti-Terrorism Standards and the Food Safety Modernization Act (Mitigation Strategies to Protect Food Against Adulteration). It is anticipated that the US Congress will continue to consider federal legislation designed to reduce the risk of any future terrorist acts at industrial facilities. We believe that we are in material compliance with applicable security requirements, and we have also developed and adopted security measures and enhancements beyond those presently required at both our regulated and non-regulated facilities. To date, neither the security regulations nor our expenditures on security matters have had a material adverse effect on our financial position or results of operations. We are unable to predict the potential future costs of any new governmental programs or voluntary initiatives.

5.9 Employees

At December 31, 2021, we employed approximately 23,500 people. The approximate breakdown of employees is as follows:

 

Business Unit    Number of Employees

Retail

   15,200

Potash

   2,900

Nitrogen

   1,700

Phosphate

   1,500

Corporate

   1,800

Shared services group 1

   400

Total

   23,500

1 Our shared services group provides sales and logistics services to our Potash, Nitrogen and Phosphate operations.

We have entered into 14 collective bargaining agreements with labor organizations representing our employees. The following table sets forth the plant locations where we have entered into collective bargaining agreements and their respective expiry dates.

 

Plant Location    Collective Bargaining Agreement Expiry Date

Allan, Saskatchewan

   April 30, 2022

Cory, Saskatchewan

   April 30, 2022

Lanigan, Saskatchewan

   January 31, 2024

Patience Lake, Saskatchewan

   April 30, 2022

Regina, Saskatchewan

   December 31, 2024

Regina, Saskatchewan

   December 31, 2024

Rocanville, Saskatchewan

   May 31, 2023

Vanscoy, Saskatchewan

   April 30, 2023

Mulberry, Florida

   May 31, 2024

White Springs, Florida

   December 10, 20211

Americus, Georgia

   June 30, 2023

Greenville, Mississippi

   August 27, 2022

Cincinnati, Ohio

   November 1, 2024

Lima, Ohio

   October 31, 2022

1 The terms of this collective bargaining agreement, including new expiry date, remain under renegotiation as of the date hereof.

In jurisdictions such as Italy, Australia and Brazil, employees are self-represented through other forms of collective bargaining such as enterprise award agreements or work councils. We believe we have an effective working relationship with our employees, and the unions representing them.

 

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5.10 Social and Environmental Policies

Code of Conduct

Nutrien’s most important assets are our employees, customers, shareholders, suppliers and the communities in which we operate. It is critical that we maintain the trust of each of these stakeholders. Our Code of Conduct (“Code”) 1 helps us fulfill our responsibilities by: committing to the public and our stakeholders our uncompromising integrity in every aspect of our business; describing our values and principles of business conduct, including our own high standards and fundamental respect for the rule of law; guiding employees on how to engage in integrity-based decision making in all of our operations around the world; and outlining our approach to interacting the right way with stakeholders and acting in the best interest of shareholders. The Code also outlines our commitment to the safety of people and protection of the environment.

We actively promote integrity through the Code and numerous supporting policies, which are reinforced by risk assessments, due diligence procedures, training and our speaking up process. In 2021, all Nutrien employees received formal training on the Code and other compliance-related topics. Our confidential 24-hour, 365 days a year, externally administered Integrity Helpline 2 complements other methods of speaking up that enable employees to report any violations or suspected violations of the Code and other associated Nutrien policies, or any behavior that does not comply with applicable laws. The Code also clearly sets out our no-retaliation policy, which is designed to enable employees to raise good faith issues in a safe environment without fear of retaliation.

Anti-Corruption Policy

We operate in a wide range of jurisdictions and are vigilant and proactive in detecting and preventing corruption. Our Anti-Corruption Policy requires those who work on behalf of Nutrien to ensure that their own conduct fulfills Nutrien’s commitment to compliance with all applicable anti-bribery and anti-corruption laws. It applies to Nutrien’s directors, officers, employees, representatives, consultants, and other agents of Nutrien and each of its subsidiaries and in every country where we do business.

Nutrien maintains an anti-corruption program that includes:

 

 

identifying high-risk third parties, including acquisition targets and potential joint venture partners, and conducting appropriate diligence;

 

incorporating anti-corruption clauses in contracts and/or obtaining certifications that include anti-corruption language for high-risk third parties;

 

requiring anti-corruption training and other risk mitigation steps where appropriate, such as annual certification or continued monitoring to identify and address any potential issues; and

 

maintaining appropriate books and records and an appropriate system of internal accounting controls.

Workplace Policies

We have adopted a robust diversity and inclusion strategy that focuses on increasing gender diversity and match-to-market representation of visible minorities, including Indigenous Peoples in Canada. Within the strategy, we are committed to increasing the diversity of our workforce while increasing inclusive practices and a sense of belonging for our employees. We implemented a Respect in the Workplace Policy, an Inclusive Workplace Commitment Statement, and an Equal Employment and Affirmative Action Policy. Implementation of our workplace diversity and inclusion initiatives is supported by training and workshops, employee resource groups, and ongoing monitoring of internal employment trends (new hires, promotion and turnover) for diverse employee groups. We benchmark our inclusion maturity using a comparison of our practices to the Global Diversity and Inclusion Benchmark model as a basis for continuous improvement.

Supplier Code of Ethics and Procurement Procedure

Our Supplier Code of Ethics (“Supplier Code”) is aligned with our commitment to the 10 principles of the United Nations Global Compact and international standards. The Supplier Code identifies the values that we expect our suppliers to embrace and applies to suppliers that provide products or services to us around the world.

Commitment by our suppliers to the principles of the Supplier Code is significant in our decision-making process. Our Legal and Integrity teams provide guidance and support to the business regarding risk-based due diligence for suppliers, which includes ensuring that appropriate language is included in contracts with various suppliers and appropriate requirements regarding our Supplier Code

 

1 In September 2021, we published an updated Code (formerly called the Code of Ethics) to better align our business-oriented approach with our commitments to our stakeholders. We also updated our approach to safety, speaking up and compliance investigation principles. Further, we created a standalone Conflicts of Interest Policy that leveraged content that was previously in the Code of Ethics and guidance on our intranet.

2 The Compliance Hotline is now called our Integrity Helpline.

 

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are communicated. Where suppliers refuse to follow the principles of the Supplier Code or show signs that they are not committed to improving their practices to comply with its principles, Nutrien will review its relationship with the supplier. Where contractual commitments and applicable laws permit, this review may include termination of our relationship with the non-compliant supplier.

We are also committed to supporting diversity and inclusion throughout the procurement process. Our procurement policies and procedures – including our Procurement Diversity and Inclusion Procedure – are designed to ensure that fair consideration is given to all potential suppliers. We have developed an Aboriginal Content Playbook to assist suppliers in developing local Aboriginal content in their own organizations and supply chains. In addition, we work with Aboriginal opportunity partner companies to provide contracting opportunities at our worksites. We believe in building and maintaining relationships of mutual respect with Aboriginal communities through our procurement practices and extend this further by providing employment and training opportunities and community investments.

Safety, Health and Environment (“SH&E”) Policy

We are committed to the care and protection of our people, environment, community and customers. We honor that commitment by making safety a core value of our organization, as we grow our world from the ground up.

Under our SH&E Policy, our goals are to

 

 

protect our people, assets, facilities, communities and environment;

 

proactively prevent incidents and minimize risk by continuously improving our safety, health and environmental performance;

 

promote employee physical and mental health and well-being; and

 

drive excellence in safety, health and environment across our operations and supply chain.

We strive to accomplish these goals through our SH&E Vision “Everyone home safe, every day,” which brings our SH&E Strategy (Culture of Care) and Actions (Nutrien Way) to life guiding daily actions and behaviors. Nutrien ensures leaders, and their teams, are well supported with SH&E expertise and resources to help everyone go home safe, every day.

Our SH&E culture continues to evolve, purposefully focused on “Growing a Culture of Care” rallying around four pillars: Lead, Collaborate, Challenge and Trust as our consistent base. Nutrien’s SH&E management further focuses on people, systems, processes and tools to accomplish continual improvement.

SH&E performance, measurement, analysis and continuous improvement occur with engagement at multiple organizational levels. The Safety and Sustainability Committee assists the Board to fulfill its oversight responsibilities with respect to activities related to safety, health, the environment and security, sustainability and the integrity of Nutrien personnel, assets and products. Policies and strategy are reviewed annually for relevance and modified as appropriate. Committees meet on a recurring basis to monitor performance against annual and longer-term performance goals, discuss plans, strategies and processes, in addition to evaluating opportunities for improving our SH&E systems.

Leadership, commitment, resource allocation, responsibility, communication, learning and technology are examples of our continually evolving SH&E systems. Nutrien provides further details in its defined SH&E policies, programs and processes addressing specific hazards, risks, operations and tasks.

We lead through the integration of an SH&E management system, including methods of governance, expectations, reference documentation and communication. This infrastructure provides consistency while permitting flexibility to encompass our diversity of operations, risks and geographies. Our business units and, where appropriate, individual facilities reinforce management system expectations through further evaluation, elimination, mitigation and controls necessary to manage risks unique to their operations. Development of SH&E systems, guidance, standards and continuous improvement occurs at the business unit level through operational committees integrated with the central SH&E teams. Performance and risk management conditions are continuously identified, evaluated, addressed and communicated throughout our organization.

Technical support and assurance for our operations are managed at multiple levels within the organization, including central or corporate, business unit, and site levels. We share responsibility for maintaining integrated systems, performance monitoring, providing technical expertise and conducting business unit SH&E audits. The use of an integrated and structured assurance program enables us to achieve continuous improvement and consistent management practices at our facilities and in our operations. In addition to a central SH&E team providing a consistent resource across our organization, we have established SH&E organizations in each business unit with clear lines of responsibility, accountability and visibility. This central and distributed structure enables us to focus on both oversight and governance as well as direct engagement in our operations and activities.

We maintain global, ongoing working relationships with multiple industry associations and regulatory agencies. These relationships ensure new or changing regulations are identified, understood, evaluated and communicated in advance of change. Industry

 

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association relationships enhance our risk management compliance with regulatory expectations and provide opportunities to share best practice, innovation and leading SH&E enhancement technologies.

Environmental, Social and Governance

In 2021, we published our Feeding the Future Plan, which highlighted six priority sustainability commitments that we aim to achieve by the year 2030. Committing to feeding the planet sustainably, reducing our environmental footprint and taking climate action while promoting inclusive agriculture is how we believe we will create lasting change and sustainably feed a growing population. These commitments demonstrate our desire to transform agriculture and do what is right for our stakeholders and for our planet. We believe Nutrien is uniquely positioned to drive sustainability across the agricultural value chain for economic, social and environmental outcomes.

We also reported our climate strategy in 2021 with clear short-term and long-term reduction targets for Scope 1 and 2 GHG emissions, demonstrating our support of the Paris Agreement goals and our commitment to the Science Based Targets initiative to set a science-based target.

In addition to our six sustainability commitments, we provided key ESG goals and targets in our 2021 ESG Report, helping to drive short and medium-term action and provide support for our longer-term 2030 commitments. We continue to move forward on our existing commitments and targets and expect to provide additional targets in the future for developing key issues applicable to Nutrien. Both the Feeding the Future Plan and the 2021 ESG Report can be viewed on the Company’s website at www.nutrien.com.

Nutrien held its first ESG Stakeholder Update for shareholders and other stakeholders in June 2021, with leaders speaking to our sustainability strategy, commitments and action taken to date. A key focus of the ESG Stakeholder Update was Nutrien’s identified climate-related opportunities. In 2021, we also further expanded our ESG management level governance process at Nutrien that provides oversight on ESG issue identification, integration and reporting.

See “Risk Factors” below for a description of the risks related to our ESG targets and initiatives.

5.11 Risk Factors

Our performance and our future operations are and may be affected by a wide range of risks. The following section describes our key risks and uncertainties. Any or all of these risks, or other risks not presently known to us or that we do not deem material, could have a material adverse effect on our business, financial condition, results of operations, cash flows, value of our Common Shares and debt securities and, in certain cases, our reputation.

Significant changes and trends in agriculture could adversely impact our business

The agricultural landscape continues to evolve at an increasingly fast pace as a result of factors including, but not limited to, farm and industry consolidation, agricultural productivity, technology developments, sustainability practices, climate change and social trends, many of which vary from jurisdiction to jurisdiction.

Farm consolidation in the US and other developed markets has been ongoing for decades and is expected to continue as grower demographics shift and advancements in innovative technology and equipment enable growers to manage larger operations to create economies of scale in a lower-margin, more capital-intensive environment. Consolidation in the crop nutrient industry has resulted in greater resources dedicated to expansion, research and development opportunities, leading to increased competition in advanced product offerings and innovative technologies. Some of our competitors have greater total resources than us or are state-supported, which make them less vulnerable to industry downturns and better positioned to pursue new expansion and development opportunities.

The advancement and adoption of technology and digital innovations in agriculture and across the value chain have increased and are expected to further accelerate as grower demographics shift and pressures from consumer preferences, governments and climate change initiatives evolve. The development of seeds that require less crop nutrients, development of full or partial substitutes for our products, or developments in the application of crop nutrients such as improved nutrient use or efficiency through use of precision agriculture could also emerge, all of which have the potential to adversely affect the demand for our products and our financial condition, results of operations and cash flows.

Further, digital innovations and use of new technology in the agriculture market, among other things, by new or existing competitors could alter the competitive environment, resulting in existing business models being disrupted, which may adversely impact our Retail operations and financial performance.

 

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Agriculture is dependent on a healthy ecosystem to sustain our global food supply. Growers are dealing with an increasing focus on sustainability in the agriculture industry including changing consumer behavior and preferences, food supply chain ethics and transparency and traceability, soil health and nutrient preservation, regulatory requirements such as potential nutrient application, diminishing biodiversity, and GHG emissions, among other things.

The impact of climate change on our operations and those of our grower customers remains uncertain. The physical risks associated with climate change include changing rainfall patterns, water shortages, wildfires, rising sea levels, changing storm patterns and intensities, increasing temperature levels, loss of biodiversity, and deforestation. These risks vary by geographic location and could include acute risks resulting from increased severity of extreme weather events and chronic risks resulting from longer-term changes in climate patterns. Climate change may also affect the availability and suitability of arable land and contribute to unpredictable shifts in the average growing season and types of crops produced.

These factors as well as other factors affecting long-term demand for our products and services (such as population growth and changes in dietary habits) could adversely impact our strategy, demand for our products and financial condition, financial performance, results of operations and cash flows.

Shifting market fundamentals may result in a prolonged agriculture downturn

Global macro-economic conditions and shifting market fundamentals, including trade tariffs and restrictions and increased price competition, or a significant change in agriculture production or consumption trends, could lead to a sustained environment of reduced demand for our products, and/or low commodity prices.

We are subject to intense price competition from both domestic and foreign sources, including state-owned and government-subsidized entities. Crop nutrients, including potash, nitrogen and phosphate, are global commodities with little or no product differentiation, and customers make their purchasing decisions principally on the basis of delivered price and, to a lesser extent, on customer service and product quality. Historically, selling prices for our products have fluctuated in response to periodic changes in supply and demand conditions. Supply is affected by available capacity and operating rates, raw material costs and availability, government policies and global trade that could adversely affect our operating results.

Periods of high demand, high-capacity utilization and increasing operating margins tend to result in investment in production capacity, which may cause supply to exceed demand and capacity utilization and realized selling prices for our products to decline, resulting in possible reduced profit margins. Such conditions could also include write-downs in the value of our assets, and temporary or permanent curtailments of production. Competitors and potential new entrants in the markets for potash, nitrogen and phosphate have in recent years expanded capacity, begun construction of new capacity, or announced plans to expand capacity or build new facilities. The extent to which current global or local economic and financial conditions, changes in such conditions or other factors may cause delays or cancellation of some of these ongoing or planned projects, or result in the acceleration of existing or new projects, is uncertain. Future growth in demand for our products may not be sufficient to absorb excess industry capacity.

Our business is cyclical, which can result in periods of industry oversupply during which our results of operations may be negatively impacted, as the price at which we sell our products typically declines during such period, resulting in possible reduced profit margins, and could include writedowns in the value of our assets and temporary or permanent curtailments of production.

We are impacted by global market and economic conditions that could adversely affect agriculture commodity trade flows and demand for crop nutrients or increase prices for, or decrease availability of, raw materials and energy necessary to produce our products. These conditions include international trade disputes, international crises or risks thereof (such as pandemics or epidemics, including the continued volatility in the global market resulting from the ongoing COVID-19 pandemic), rising incomes in developing countries, the relative value of the US dollar and its impact on the importation of fertilizers, foreign agricultural policies, and the existence of, or changes in, import or foreign currency exchange barriers in certain foreign markets and other regulatory policies of foreign governments, as well as the laws and policies affecting foreign trade and investment.

Trade disputes, tariffs and other restrictions may lead to volatility in commodity prices, disruptions in historical trade flows and shifts in planting patterns that could have an adverse effect on our business, financial condition and results of operations. Additionally, some of our customers require access to credit to purchase our products and a lack of available credit to customers in one or more countries, due to this deterioration, could adversely affect demand for crop nutrients as there may be a reluctance to replenish inventories in such conditions.

Climate change may have an adverse effect on our business

We are subject to risks related to climate change which are commonly grouped into physical risk and transition risk categories.

 

 

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Physical risks include the impact that climate change could have on our operations, our grower customers, and our supply chain. Climate change may cause or result in, among other things, more frequent and severe weather events, changing weather factors such as changing temperatures, precipitation, wind, and water levels and it may affect freshwater availability. In particular, water is critical to our operations and our grower customers, but localized challenges exist regarding availability and quality of water which may be intensified by the effects of climate change. Physical risks from climate change may also result in operational or supply chain delays, depending on the nature of the event. These events may impact the demand for our products, availability and/or cost of resource inputs, materials or insurance or increase the costs to our operations or capital projects.

Transition risks relate to the risk inherent in changing strategies, policies or investments as society and industry work to reduce the reliance on carbon and impact on the climate. Impacts of transition risks include, among other things, policy constraints on carbon emissions, imposition of carbon pricing mechanisms and carbon taxes, enhanced reporting obligations, risks associated with investments in new technologies, costs to transition to lower emissions technologies, stranded assets, diminished access to capital and financing, water restrictions, land use restrictions or incentives, changing consumer behavior and preferences, and market demand and supply shifts. There are also reputational risks associated with climate change including our stakeholders’ perception of our role in the transition to a lower- carbon economy.

There can be no assurance that our efforts to anticipate the costs associated with mitigating the physical risks of climate change and working with governments and industry on potential regulatory requirements associated with climate change will be effective or that climate change or related governmental policy action in response to climate change will not have an adverse impact on our business and negatively impact our strategy, financial condition, results of operations, and/or cash flows, and our reputation and stakeholders’ support.

See discussions under “Significant changes and trends in agriculture could adversely impact our business”, “We may fail to meet our GHG emissions and/or other climate targets” and “Climate change and adverse weather conditions may decrease demand for our products or delay grower purchases” for further consideration of the potential impacts of climate-related events on demand for our products, on our operations and on the regulatory environment we operate within.

Our business may be adversely affected by changing regulations

We are subject to numerous federal, state, provincial and local environmental, health and safety laws and regulations, including laws and regulations relating to land, water and raw material use and management; the emission of contaminants to the air or water including GHG emissions; land reclamation; the generation, treatment, storage, transportation, disposal and handling of hazardous substances and wastes; the clean-up of hazardous substance releases; royalties and taxes (including income taxes); and the demolition of existing plant sites upon permanent closure. Specifically, our mining and manufacturing processes release CO2 and other GHGs and consume energy generated by processes that result in GHG emissions.

We incur significant costs and associated liabilities in connection with our compliance with these laws and regulations, and violations of environmental, health and safety laws can result in substantial penalties, court orders, civil and criminal sanctions, permit revocations and facility shutdowns. There are substantial uncertainties as to the nature and timing of any future regulations with many of the laws and regulations continuing to become increasingly stringent, and the cost of compliance can be expected to increase over time. New or revised laws or regulations may result from pressure on law makers and regulators to address climate change, transition to a low-carbon economy or to address concerns related to fertilizer and food prices, accidents, terrorism or transportation of potentially hazardous substances. Increased or more stringent laws or regulations if enacted or re-interpretation of current laws and regulations, could impact our ability to produce or transport certain products, increase our raw material, energy, transportation, and compliance costs, reduce our efficiency, require us to make capital improvements to our facilities and have a negative effect on our customer satisfaction, reputation and financial performance. Our costs to comply with, or any liabilities under such laws and regulations could have a material adverse effect on our business, financial condition, results of operations and cash flows. To the extent that such regulations, including GHG emissions restrictions, are not imposed in the countries where our competitors operate or are less stringent than regulations that may be imposed in the US, Canada or the other jurisdictions in which we operate, our competitors may have cost or other competitive advantages over us.

We hold numerous environmental, mining and other governmental permits and approvals authorizing operations at each of our facilities. Continuation and/or expansion of our operations is dependent upon renewing or securing the necessary environmental or other permits or approvals. A decision by a government agency to deny or delay issuing a new or renewed material permit or approval, or to revoke or substantially modify an existing permit or approval, could materially adversely affect our ability to continue operations at the affected facility.

Various stakeholders, including legislators and regulators, shareholders and non-governmental organizations, as well as companies in many business sectors, including Nutrien, are continuing to examine ways to reduce GHG emissions. New or current regulation of GHG emissions could result in additional costs to Nutrien in the form of taxes or emission allowances, facilities improvements, energy costs, compliance costs or otherwise, which, in turn, could increase Nutrien’s operational costs. In addition, the regulation of GHG

 

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emissions may cause increased input costs and compliance-related costs for agricultural customers, which could result in lower demand for our products and reduced revenues. Because the impact of any future GHG-related legislative or regulatory requirements on Nutrien’s business and products is dependent on the timing and design of such requirements, in different jurisdictions, Nutrien is unable to predict with any certainty the potential impact on it at this time.

We are subject to antitrust laws in various countries throughout the world. A significant portion of our business activitiesare conducted in countries under existing trade agreements and regulations. Changes in antitrust laws, trade agreements or regulations may limit our operations or the operations of Canpotex and could negatively impact opportunities for future acquisitions or organic growth.

We are also subject to taxes in jurisdictions where we are organized or conduct business. Tax rates in the various jurisdictions in which we operate may be subject to significant change. Taxation matters, including changes in tax laws or rates, adverse determinations by taxing authorities and imposition of new taxes could adversely affect our strategy, financial condition, results of operations and cash flows.

Epidemics, pandemics or other such crises or public health concerns in regions of the world where we have operations or source material or sell products could impact or disrupt our business

The COVID-19 pandemic has continued to cause disruption, volatility and uncertainty in economies and markets around the world, even as vaccines become more readily available, in which there is uncertainty as to the timing, level of adoption, and the duration of efficacy and effectiveness of the vaccine against variants or mutations.

The ongoing pandemic, and the actions that have been or may be taken by governments in response thereto, has resulted, and may continue to result in, among other things, increased volatility in financial markets, commodity prices, and inflation and foreign exchange rates; significant disruptions to global supply chains; labor shortages; challenges in bringing employees back to pre-pandemic work arrangements or otherwise retaining and continuing to train and develop employees; travel bans, restrictions and quarantines; temporary operational restrictions and extended shutdowns of certain businesses; and political and economic instability and civil unrest. Further, the implementation of vaccination policies by governments and/or the Company could result in labor shortages, increased labor costs, increased litigation risk and increased risks from collecting personal medical information.

These factors or any governmental or other regulatory responses or developments or health concerns in countries in which we operate could result in further or prolonged operational restrictions, supply chain disruptions, social and economic instability, or labor shortages and disruptions.

More specifically, there remains uncertainty relating to the potential impact that the COVID-19 pandemic could ultimately have on our business. The COVID-19 pandemic has had a limited effect on our reported financial results to date, but could in the future significantly impact our operations, create significant supply chain challenges and disruptions, and/or limit our ability to timely sell or distribute our products in the future, which would negatively impact our business, financial condition and operating results. It is also possible that the COVID-19 pandemic could further negatively impact our customers, despite the agriculture sector being classified as an essential service. Any significant long-term downturn in the global economy or agricultural markets could impact the Company’s access to capital or credit ratings, or our customers’ access to liquidity, which could increase our counterparty credit exposure.

The magnitude of the effects of the COVID-19 pandemic, including the extent of its impact on the Company’s financial performance, will be determined by the length of time that the pandemic ultimately continues, its effect on the demand for the Company’s products and services, the negative impact or prolonged disruption on the supply chain and our sourcing of materials, and the effect of any further governmental regulations imposed in response thereto. We cannot at this time predict the full extent or impact of the COVID-19 pandemic, but it could have an adverse effect on our business, financial condition, results of operations and/or cash flows.

Our information technology systems, infrastructure and data may become the target of cybersecurity attacks

Information technology systems and operational control systems are embedded in our business and as we advance our digital platform and capabilities, financial lending programs and process automation systems, we may become more exposed to cyberattacks, which continue to become increasingly sophisticated. Further, increased reliance on third-party service providers, cloud-based platforms, and remote working arrangements have required adjusted tactics to respond to a changing threat landscape and may result in increased cybersecurity risk exposure. Cybersecurity risks include attacks on information technology and infrastructure by hackers, damage or loss of information due to viruses, ransomware events, the unintended disclosure of confidential information and/or personally identifiable information, the misuse or loss of control over computer control systems, and breaches (intentional or otherwise). Targeted attacks on our systems (or on systems of third parties that we rely on), failure or non-availability of a key information or operations technology systems, or a breach in security measures designed to protect our technology systems could result in property damage, theft, misuse, modification and destruction of information, including trade secrets and confidential business

 

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information and/or personally identifiable information, and cause business disruptions, reputational damage, extensive personal injury and third-party claims, which could negatively impact our operations and our financial performance.

Nutrien collects certain personally identifiable information and other data integral to parts of its business processes and activities. This information and other data is subject to a variety of US, Canadian and foreign laws and regulations, including oversight by various regulatory or other governmental bodies, and laws and regulations concerning the collection and use of such information and other data obtained from their residents or by businesses operating within their jurisdictions. Any inability, or perceived inability, to adequately address privacy and data protection concerns, even if unfounded, or to comply with applicable laws, regulations, policies, industry standards, contractual obligations or other legal obligations (including at newly acquired companies) could result in additional cost and liability to Nutrien or its officials, damage our reputation, inhibit sales and otherwise adversely affect our business.

Our operations may be affected by political, economic and social instability in the areas in which we operate

We are a global business with significant operations in Canada and the US as well as operations outside of North America, including Australia, South America, European countries and Trinidad, with a focus on expanding our international presence in Brazil. We also hold equity investments primarily in China and Argentina.

We are subject to numerous risks and uncertainties relating to international sales and operations, including: difficulties and costs associated with complying with a wide variety of complex laws, treaties and regulations; abrupt or unexpected changes in regulatory environments; increased government regulation of the economy and/or state ownership of enterprises; changes in tax or royalty laws and regulations; forced divestitures or changes to or nullification of existing agreements, mining permits or leases; political and economic instability, including the possibility for civil unrest, inflation and adverse economic conditions resulting from governmental attempts to reduce inflation, such as imposition of higher interest rates and wage and price controls; nationalization of properties or assets by foreign governments; the imposition of tariffs, exchange controls, international trade sanctions, embargoes, barriers or other restrictions; restrictions on monetary distributions; public health crises, including the ongoing COVID-19 pandemic, and actions taken and measures imposed by government or regulatory bodies in connection therewith; and currency exchange rate fluctuations between the US dollar and foreign currencies.

The occurrence of any of the above risks and uncertainties in the countries in which we operate or elsewhere could jeopardize or limit our ability to transact business and could adversely affect our revenue and operating results and the value of our assets located in such countries.

Our governance and compliance processes, which include the review of internal control over financial reporting and specific internal controls in relation to offers of things of value to government officials and representatives of state-owned enterprises, may not prevent potential violations of law including anti-corruption or anti-bribery laws, accounting or governance practice. Our Code of Conduct, together with our mandatory policies, such as our anti-corruption and anti-fraud policies, may not prevent instances of fraudulent behavior and dishonesty nor guarantee compliance with legal or regulatory requirements. This may lead to regulatory fines, disgorgement of profits, litigation, loss of operating licenses or reputational damage.

We may fail to maintain the support of our stakeholders for our business plans

The nature of our business makes it crucial to maintain a strong reputation and positive relationships with key stakeholders, including shareholders, customers, our employees, suppliers, landowners, local and Indigenous communities, and governments, among others. Damage to our reputation can occur from our actual or perceived actions or inactions and a range of events and circumstances, including through our supply chain, many of which are out of our control. This includes with social media, which has made it easier for individuals and groups to share their opinions of us and our activities, whether accurate or not.

Our reputation as a company doing business with integrity is essential to building and maintaining trusting relationships with stakeholders, as well as reducing our legal and financial risk. Damage to our reputation could result in, among other things, a decrease in the value of our Common Shares and debt securities, decreased investor confidence, challenges in maintaining positive relations with the communities in which we operate and other important stakeholders and increased risks in developing our resources, any of which could have a material adverse effect on our operations, projects and financial position.

Our stakeholders may place an increasing importance on the structure of our business, our ability to execute on our strategy, the customers, growers, and suppliers we do business with, and our core sustainability, social and product stewardship responsibilities. Underperformance due to weak market fundamentals or business issues, inadequate communication, engagement and/or collaboration with our stakeholders, inadequate management of climate change or other environmental issues, inadequate management of our products or supply chain, or dissatisfaction with our practices or strategic direction, including our capital allocation priorities and those directed to address ESG matters, may lead to a lack of support for our business plans. Loss of stakeholder confidence impairs our ability to execute on our business plans, negatively impacts our ability to produce or sell our products and may also lead to reputational and financial losses, and negatively impact our access to or cost of capital or shareholder action.

 

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We may fail to attract and retain talent and/or develop the right organizational culture and resources

Our ability to attract and retain qualified top talent and provide the necessary organizational structure, programs, and culture to engage and develop our employees, including providing a respectful, inclusive and diverse workplace, is crucial to our growth and achieving our business results.

Although we strive to be an employer of choice, competition for skilled employees in certain geographical areas can be significant and we may not be successful in attracting, developing or retaining such skilled employees. We could experience increases in our recruiting and training costs, and decreases in our operating efficiency, productivity, and financial performance if we are not able to attract, hire and retain a sufficient number of skilled employees to support our operations. The Company’s success also depends in part on certain skilled employees and the loss of their services could have a material adverse effect on our business, financial condition, and results of operations.

In addition, we invest significant time and expense in training our employees, which increases their value to competitors who may seek to recruit them. Failure to develop the right organizational structure or culture or promote and foster a respectful, diverse, and inclusive workplace could result in decreased productivity, reliability, efficiency and safety performance, higher costs, or reputational harm. It could also negatively impact our ability to attract and retain employees, take on new projects or acquisitions and sustain operations, or meet diversity and inclusion goals, which might negatively affect our operations or our ability to grow.

We may fail to effectively redeploy capital to achieve sustained growth

Challenges may arise in the capital allocation process due to changing market conditions, including the unavailability, due to geopolitical, market or other reasons, of appropriate capital deployment opportunities, and our ability to anticipate and incorporate such changes in our decision-making process. Inefficiencies in the capital allocation process or decisions that are not consistent with strategic priorities or that do not properly assess risk may also lead to inefficient deployment of capital. Failure to allocate capital in an effective manner may lead to reduced returns on capital invested, operational inefficiencies, damage to our reputation or limitations on our access to capital.

When we undertake any strategic initiatives, our ability to achieve the expected returns and other benefits will be affected by our degree of preparedness and ability to execute.

 

 

We have undertaken and continue to undertake various projects including capital and business process improvement and transformation projects, including those intended to lower our GHG emissions intensity. These projects involve risks, including (but not limited to) difficult environmental conditions, poor project prioritization and capital allocation, factors negatively impacting costs (such as escalating costs of labor and materials, unavailability and underperformance of skilled personnel, suppliers of materials or technology and other third parties we retain, design flaws or operational issues, or poor project management oversight) or poor transition through project stages. Any of the foregoing risks could impair our ability to realize the benefits we had anticipated from the projects and negatively impact our financial performance.

 

 

With respect to any completed and future acquisitions, we are dependent upon our ability to successfully consolidate functions and integrate operations, technology, systems, procedures, and personnel of acquired businesses in a timely and efficient manner. The integration of assets and operations requires the dedication of management effort, time and resources, which may divert management’s focus and resources from other strategic opportunities or operational matters during the process. The integration process with respect to any completed or future acquisitions may result in the disruption of our existing business and customer relationships, which may adversely affect our ability to achieve the anticipated synergies and other benefits and may, in turn, negatively affect our financial performance.

 

 

We also continue to evaluate the potential disposition of assets and operations that may no longer help us meet our objectives. When we decide to sell assets or operations, we may encounter difficulty in finding buyers or executing alternative exit strategies on acceptable terms or in a timely manner, which could delay the accomplishment of our strategic objectives.

We may fail to maintain high levels of safety and health or to protect the environment

Our operations are subject to hazardous safety and environmental risks inherent in mining, manufacturing, transportation, storage and distribution of chemical fertilizers, including ammonia, which is highly toxic and corrosive. These risks can include: underground water inflows at our potash mines; explosions; fires; severe weather and natural disasters; train derailments, collisions, vessel groundings and other transportation and maritime incidents; leaks and ruptures involving storage tanks, pipelines and railcars; spills, discharges and releases of toxic or hazardous substances or gases; uncontrolled tailings, gypsum stack or other containment breaches; significant subsidence from mining activities; and deliberate sabotage and terrorist incidents. Additionally, other hazards specific to our Nitrogen and Phosphate operations include, but are not limited to: engulfment; hydrogen sulfide (“H2S”) exposures;

 

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contact with electrical conductors; hazards associated with reclamation activities inclusive of work around bodies of water; and work at height hazards/fall protection exposure prevention. We also have personnel who work or travel in higher-risk countries and are subject to increased safety and security risks as a result.

The potash mining process is complex and subject to certain geological conditions and hazards, including the presence of certain gases, such as those containing H2S, and the presence of water-bearing strata above and below many underground mines, which pose the risk of water inflows. It is not uncommon for water inflows of varying degrees to occur in potash mines; however, it is difficult to predict if, when or to what degree such inflows could occur. At our Saskatchewan potash mines we have minor water inflows that we actively monitor and manage, as appropriate. Significant inflows at our potash mines could result in increased operational costs, increased risk of personal injury, production delays or stoppages, the abandonment and closure of a mine, and/or damage to our reputation. The risk of underground water inflows, as with most other underground risks, is currently not insured.

Failure to prevent or appropriately respond to a safety, health or security incident could result in injuries or fatalities among our employees, contractors or residents in communities near our operations. Such incidents may lead to liabilities arising out of personal injuries or death, operational interruptions and shutdown or abandonment of affected facilities. Preventing or responding to accidents could require us to expend significant managerial time and effort, and financial resources to remediate safety issues, compensate injured parties or repair damaged facilities. Any of the foregoing could have an adverse impact on our ability to produce or distribute product, our financial results, and our reputation. Failure to prevent a significant environmental incident could be harmful to our employees, contractors and communities in which we operate, and impact the biodiversity, water resources and related ecosystems near our operations. Such incidents could also adversely impact our operations, financial performance or reputation.

We may fail to meet our GHG emissions and/or other climate targets

As part of our Feeding the Future Plan and 2021 ESG Report, in addition to other sustainability goals, we set a target to reduce our GHG emissions in nitrogen production by one million tonnes CO2e by the end of 2023 and also set a target to reduce our Scope 1 and 2 GHG emissions intensity of our operations by at least 30 percent by 2030 (based on a 2018 baseline year). Our ability to lower GHG emissions on both an absolute basis and in respect of our 2030 emissions intensity reduction target is subject to numerous risks and uncertainties, and our actions taken in implementing these objectives may also expose us to certain additional and/or heightened financial and operational risks.

A reduction in GHG emissions is dependent on, among other things, our ability to deploy sufficient capital to fund the expenditures to implement the necessary operational changes required to achieve our target; our ability to implement requisite operational changes; our ability to implement some or all of the technology necessary to efficiently and effectively achieve expected future results, including in respect of such GHG emissions reduction target, and the availability of requisite technological advances; the commercial viability and scalability of GHG emissions reduction strategies and related technology and products; and the development and execution of implementing strategies to meet such GHG emissions reduction target.

In respect to our other climate and sustainability targets, our ability to achieve those targets is also subject to numerous risks and uncertainties and our actions taken in implementing our objectives may also expose us to certain additional and/or heightened financial and operational risks. Our ability to achieve our other 2030 targets relies on, among other things, our ability to deploy sufficient capital to fund the expenditures to implement the necessary operational changes to achieve these targets; our ability to implement requisite operational changes; our ability to implement some or all of the technology necessary to efficiently and effectively achieve expected future results; the commercial viability and scalability of required technology and products; development and growth of end market demand for sustainable products and solutions; the performance of third parties; and the development and execution of implementing strategies to meet such targets.

In the event that we are unable to implement our GHG emissions reduction and/or other climate strategies and technologies as planned or in the event that such strategies or technologies do not perform as expected, we may be unable to meet our GHG emissions reduction targets or goals or other climate targets on the current timelines, or at all. In addition, achieving our GHG emissions reductions targets and other climate targets will require significant capital expenditures and resources, with the potential that the costs required to achieve our targets could differ from our original estimates and expectations, which differences may be material. The overall cost of investing in and implementing an emissions reduction strategy and technologies in furtherance of such strategies, and the resultant change in the deployment of our resources and focus, could have a material adverse effect on our business, financial condition, and results of operations.

An inability to successfully manage the implementation of our new enterprise resource planning system

As part of our digital transformation, we have implemented a new enterprise resource planning (“ERP”) system. This system will replace many of our existing operating and financial systems. Such an implementation is a major undertaking, both financially and from a management and personnel perspective. Any disruptions, delays or deficiencies in the design and implementation of our new

 

30


ERP system could adversely affect our ability to process orders, ship products, provide services and support, send invoices and track payments, fulfill contractual obligations or otherwise operate our business and affect our internal controls over financial reporting.

Our business and operations are subject to other general and ongoing risks, most of which are outside our control

Climate change and adverse weather conditions may decrease demand for our products or delay grower purchases

Our business and our customers are impacted by weather patterns and conditions, including climate change, which may increase the frequency or intensity of extreme weather such as storms, floods, heat waves, droughts and other events. Climate change may also affect the availability and suitability of arable land, including crop quality and soil health, and contribute to loss of biodiversity and unpredictable shifts in the average growing season and types of crops produced.

Adverse conditions, including as a result of climate change, that can delay or intermittently disrupt fieldwork during the planting and growing seasons may cause agricultural customers to use different forms of crop nutrients and crop protection products, which may adversely affect demand for the forms of products that we sell, or may impede growers from applying our crop nutrients and crop protection products until the following growing season or in some cases not at all, resulting in lower demand for our products and reduced revenues.

In addition, we face the significant risk and cost of continuing to carry inventory should our customers’ activities be curtailed during their normal application seasons. We must manufacture and distribute product throughout the year in order to meet peak season demand, as well as react quickly to unexpected changes in weather patterns that affect demand. Weather can also have an adverse effect on crop yields, which could lower the income of growers and impair their ability to purchase our crop nutrients, crop protection, and seed products and services. As a result, our quarterly financial results may vary significantly from one year to the next due to weather-related shifts in planting schedules and purchasing patterns, and losses due to adverse weather conditions in one quarter may not be recovered in the following season.

We may be subject to labor disruptions or disputes

A significant portion of our workforce is unionized or otherwise governed by collective bargaining or similar agreements. Five of our 14 collective bargaining agreements are subject to renegotiation in 2022. As of December 31, 2021, we have one collective bargaining agreement that remains under renegotiation, including a new expiry date. We are therefore subject to the possibility of organized labor disruptions. Adverse labor relations or contract negotiations that do not result in an agreement could result in strikes or slowdowns or impose additional costs to resolve these disputes. These disruptions may negatively impact our ability to produce or sell our products and/or cost of production. These disruptions may also impact our ability to recruit and retain personnel and could negatively affect our financial performance.

Canpotex may be dissolved or its ability to operate impaired

Canpotex is the offshore marketing, transportation and distribution company we rely on to deliver our potash to customers outside Canada and the US. Unexpected changes in laws or regulations, market or economic conditions, our (or our venture partner’s) business, or other unexpected developments could threaten the existence or effectiveness of Canpotex. A trusted potash brand could be lost and our access to key offshore markets negatively impacted resulting in a less efficient logistics system, decreased sales, higher costs or lower net earnings from offshore sales.

We are exposed to various market risks that may impact our operating results

We are exposed to various market factors that may impact our operating results including: changes in the price of, or ability to source, raw materials and energy, which could, among other things, impact our gross margins and profitability; commodity price volatility, including the possibility of asset impairment as a result thereof; currency volatility and risk, including as a result of the translation of foreign subsidiaries’ financial statements to US dollars for consolidation at the Nutrien level; and fluctuations in interest rates, which could negatively impact our financial results given our use of floating rate debt, floating rate credit facilities and commercial paper, as well as the refinancing of long-term debt and anticipated future financing needs. We seek to manage a portion of the risks relating to changes in commodity prices and foreign currency exchange rates by using derivative instruments; however, such instruments may be ineffective in fully mitigating such risks.

Changes in the price of raw materials and energy required to produce our products, including natural gas, which is the principal raw material used to manufacture our nitrogen products and a significant energy source in the potash milling and mining process, could have a material impact on our business. The price of raw materials and energy can fluctuate widely for a variety of reasons, including changes in availability because of additional capacity or limited availability due to curtailments, regulatory changes, including changes related to production of certain raw materials or energy sources, or other operating problems. Other external factors beyond our control can also cause volatility in raw materials prices, including, without limitation, general economic conditions, the level of business

 

31


activity in the industries that use our products, weather conditions and forecasts, competitors’ actions, international events, the ongoing COVID-19 pandemic and circumstances, and governmental regulation in the US and abroad. Because most of our products are commodities or derived from commodities, there can be no assurance that we will be able to recover increases in the price of such raw materials through an increase in the selling price of our related crop nutrient products. Conversely, when the market prices for these raw materials rapidly decrease, the selling prices for related crop nutrients can fall more rapidly than we are able to consume our raw material inventory that we purchased or committed to purchase at higher prices. As a result, our costs may not fall as rapidly as the selling prices of our products. Until we are able to consume the higher-priced raw materials, our gross margins and profitability may be adversely affected.

We have benefited from relatively low North American natural gas prices in general in recent years; however, the price for natural gas in North America can vary significantly compared to the price for natural gas in Europe and Asia. Significantly lower natural gas prices in Europe and/or Asia may give our competitors in Europe and Asia a competitive advantage, which could, in turn, decrease international and domestic product prices and reduce our margins. In addition, higher natural gas prices, particularly in North America, during a period of low crop input selling prices could adversely affect our results of operations.

There is also a risk to production at our various facilities due to concerns over the availability of natural gas supplies. Nitrogen facilities in Argentina and Trinidad have all experienced supply strains or curtailments. Continued or increased natural gas shortages may result in reduced production available for sale and higher production costs per tonne.

We may be unable to access sufficient, cost-effective or timely transportation, distribution and storage of our products

We rely on railroad, trucking, pipeline and other transportation service providers to transport raw materials to our manufacturing facilities, to coordinate and deliver finished products to our storage and distribution system and our Retail centers, and to ship finished products to our customers.

Our ability (or the ability of the third parties upon which we rely) to provide sufficient, cost-effective or timely transportation and storage of product may be challenged due to a number of factors, including labor disputes, system failures, accidents (such as spills or derailments), delays, adverse weather or other environmental events, including those related to climate-change, adverse operating conditions (including aging transportation infrastructure, railroad capacity constraints, or changes to rail or ocean freight systems), swings in demand for our products, increased shipping demand for other products, adverse economic conditions, a change in our export, sales or marketing company relationships, or otherwise. This could result in delays and increased costs, lost revenue and reputational damage with our customers.

We may be unable to access capital on a cost-effective or timely basis

We rely on access to debt capital markets to finance our day-to-day and long-term operations. Access to and cost of capital may be affected by factors not specific to Nutrien, such as adverse conditions in the credit markets, general and industry-specific market and economic conditions, interest rate fluctuations, and continued uncertainty due to the ongoing COVID-19 pandemic. Our access to and cost of capital will also be dependent on our short and long-term credit ratings, which are determined by, among other things, the level and quality of our earnings and our ability to meet financial obligations. A credit rating downgrade could potentially limit our access to private and public credit markets and increase the costs of borrowing under our existing credit facilities. A downgrade could also limit our access to short-term debt markets and increase the cost of borrowing in the short-term and long-term debt markets. Inability to access capital on a cost-effective or timely basis may result in a loss of liquidity, an increase in the cost of capital or inability to execute on value-added transactions requiring significant capital. Our reputation and financial performance may be impacted from being associated with carbon intensive activities and/or concerns regarding the contribution of our operations to climate change, which could include a reduction in investor confidence and constraints on our ability to access capital markets.

Our operations are exposed to counterparty risk

We are exposed to the risks associated with counterparty performance, including credit risk and performance risk. We may experience material financial losses in the event of customer payment default for our products and/or financial derivative transactions.

We are subject to legal proceedings, the outcome of which may affect our business

We are, and may in the future be, involved in legal and regulatory proceedings, including matters arising from our activities or activities of predecessor companies, including climate-related activities. The outcome of these matters may be difficult to assess or quantify, and such matters may not be resolved in our favor. Such matters could result in unfavorable outcomes, including fines, sanctions, assessments of additional taxes (including interest and penalties) and other monetary damages against us or our directors, officers or employees. The defense of such matters may also be costly and time consuming, and could divert the attention of management and key personnel from our operations. We may also be subject to adverse publicity associated with such matters, regardless of whether such allegations are valid or whether we are ultimately found liable.

 

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Our insurance coverage may not adequately cover our losses

We maintain property, business interruption, casualty and liability insurance policies, but we are not fully insured against all potential hazards and risks pertaining to our business. As a result, we may incur significant liability for which we are not fully insured. We are subject to various self-retentions, deductibles and limits under these insurance policies. The policies also contain exclusions and conditions that could have a material adverse impact on our ability to receive indemnification thereunder. Our policies are generally renewed annually. As a result of market conditions, our premiums, self-retentions and deductibles for certain insurance policies can increase substantially and, in some instances, certain insurance may become unavailable or available only for reduced amounts of coverage. In addition, significantly increased costs could lead us to decide to reduce, or possibly eliminate, coverage for certain hazards and risks.

Our reported mineral reserves and mineral resources are only estimates

Our mineral reserves have been estimated in accordance with National Instrument 43-101Standards of Disclosure for Mineral Projects (“NI 43-101”) as required by Canadian securities regulatory authorities, and the Canadian Institute of Mining, Metallurgy and Petroleum Classification System and our mineral reserve disclosure is not required to adhere to US requirements. The estimated mineral reserves and mineral resources may not be recovered or may not be recovered at the rates estimated. Mineral reserves and mineral resources estimates are based on limited physical sampling and geophysical imaging, and, consequently, are uncertain because the samples and/or data may not be representative of the actual resources. Mineral reserves and mineral resources estimates may require revision (either up or down) based on actual production experience. Further, market fluctuations in the price of potash, as well as increased production costs or reduced recovery rates (including due to policy, legal, technological, market and societal responses to climate change), may render certain mineral reserves and mineral resources uneconomic and may ultimately result in a restatement of estimated resources and/or reserves.

5.12 Mineral Projects

See “Schedule B – Mineral Projects” for information regarding our Allan, Cory, Lanigan, Rocanville and Vanscoy Potash operations.

6 – Dividends

The declaration, amount and payment date of any dividend by Nutrien is at the discretion of the Board and will depend on numerous factors, including compliance with applicable laws and the financial performance, debt obligations, working capital requirements and future capital requirements of Nutrien and its subsidiaries. See “5 – Description of the Business – 5.11 Risk Factors.” Other than pursuant to applicable corporate law, there is currently no restriction that could prevent Nutrien from paying dividends on the Common Shares.

Dividends declared by Nutrien for the years ended December 31 were as follows:

 

2021    2020    2019
Date Declared    Per Common  
Share  
   Date Declared    Per Common  
Share  
   Date Declared    Per Common  
Share  

February 17, 2021

   0.46      February 19, 2020    0.45      May 10, 2019    0.43  

May 17, 2021

   0.46      May 6, 2020    0.45      July 30, 2019    0.45  

August 9, 2021

   0.46      August 10, 2020    0.45      December 13, 2019    0.45  

November 1, 2021

   0.46      December 10, 2020    0.45            
                          

Total

  

1.84  

  

Total

  

1.80  

  

Total

  

1.33  

7 – Description of Capital Structure

7.1 General Description of Capital Structure

Authorized Capital

The authorized share capital of Nutrien consists of an unlimited number of Common Shares and an unlimited number of preferred shares issuable in series.

 

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As of the date hereof, 551,302,860 Common Shares were issued and outstanding and no preferred shares were issued or outstanding. The following is a general description of the material rights, privileges, restrictions and conditions attached to the Common Shares and the preferred shares.

Common Shares

Each Common Share entitles the holder to: (i) vote at all meetings of holders of Common Shares (except meetings at which only holders of a specified class or series of shares of Nutrien are entitled to vote as provided in the CBCA) and to one vote for each Common Share held on all polls taken at such meetings; (ii) receive, subject to the rights of the holders of another class of shares of Nutrien, any dividend declared by the Board from time to time, in their absolute discretion, in accordance with applicable law; and (iii) receive, subject to the rights of holders of another class or series of shares of Nutrien, the remaining property of Nutrien on the liquidation, dissolution or winding up of Nutrien or any other distribution of the assets of Nutrien for the purposes of winding up its affairs, whether voluntary or involuntary. There are no pre-emptive or conversion rights attaching to the Common Shares and the Common Shares are not subject to redemption. All Common Shares currently outstanding and to be outstanding upon exercise of outstanding options and other securities, as applicable, are, or will be, fully paid and non-assessable.

Our by-laws provide for certain rights of holders of our Common Shares in accordance with the provisions of the CBCA. Such by-laws may be amended either by a majority vote of the holders of Common Shares or by a majority vote of the Board. Any amendment of the by-laws by action of the Board must be submitted to the next meeting of our shareholders whereupon the by-law amendment must be confirmed, confirmed as amended or rejected by a majority vote of the shareholders voting on such matter.

Preferred Shares

The preferred shares may at any time and from time to time be issued in one or more series with the designation, rights, privileges, restrictions and conditions attaching to each series of the preferred shares to be determined by the Board.

The preferred shares of each series rank on a parity with the preferred shares of every other series, and are entitled to preference over the Common Shares and any other shares of the Company ranking junior to the preferred shares, with respect to (i) the payment of dividends; (ii) the distribution of property in the event of the liquidation, dissolution or winding up of Nutrien; and (iii) such other preferences as may be determined by the Board.

Except as specifically provided in the rights, privileges, restrictions and conditions attaching to any series of preferred shares and except as provided by the CBCA, the holders of preferred shares are not entitled to receive notice of or attend any meeting of the shareholders of the Company or to vote at any such meeting for any purpose.

The provisions attaching to the preferred shares as a class may be added to, changed or removed, and the Board may create shares ranking prior to the preferred shares, only with the approval of the holders of the preferred shares as a class, any such approval to be given by the holders of not less than 66 2/3 percent of the preferred shares in writing by the registered holders of the preferred shares or by resolution at a meeting of such holders.

7.2 Constraints

There are no constraints imposed on the ownership of Nutrien’s securities to ensure that the Company has a required level of Canadian ownership.

7.3 Debt Ratings

The following information relating to Nutrien’s credit ratings is provided as it relates to Nutrien’s financing costs, liquidity and operations and to satisfy disclosure requirements under applicable Canadian securities rules. Our ability to access reasonably priced debt in the capital markets is dependent, in part, on the quality of our credit ratings. We continue to maintain investment-grade credit ratings for our long-term debt. A downgrade of the credit rating of our long-term debt could increase the interest rates applicable to future borrowings.

Commercial paper markets are normally a source of same-day cash for the Company. Our access to the US commercial paper market primarily depends on maintaining our current short-term credit ratings as well as general conditions in the money markets.

Credit ratings are intended to provide investors with an independent measure of credit quality of an issue of securities. A credit rating is not a recommendation to buy, sell or hold securities and do not address the market price or suitability of a specific security for a particular investor. Such ratings may be subject to revision or withdrawal at any time by the respective credit rating agency and each rating should be evaluated independently of any other rating.

 

 

34


The following table sets out ratings the Company has received in respect of its outstanding debt securities from the ratings agencies as at the date of this AIF. The Company has paid each of S&P Global Ratings (“S&P”) and Moody’s Investors Service (“Moody’s”) their customary fees in connection with the provision of the following ratings. The Company has not made any payments to S&P or Moody’s in the past two years for services unrelated to the provision of such ratings.

 

      S&P Rating    Moody’s Rating
Nutrien Notes    BBB    Baa2
US$ Commercial Paper    A-2    P-2
Ratings Outlook    Stable    Stable

S&P 1

The BBB rating assigned by S&P is the fourth highest rating of S&P’s 10 rating categories for long-term debt, which range from AAA to D. Issues of debt securities rated BBB are judged by S&P to exhibit adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.

The A-2 rating assigned by S&P is the second highest rating of S&P’s six rating categories for short-term debt, which range from A-1 to D. A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory.

S&P’s stable outlook on Nutrien’s credit ratings means that the ratings are not likely to change.

Moody’s 2

The Baa2 rating assigned by Moody’s is the fourth highest rating of Moody’s nine rating categories for long-term debt, which range from Aaa to C. Moody’s appends numerical modifiers from one to three on its long-term debt ratings from Aa to Caa to indicate where the obligation ranks within a particular ranking category, with the two modifier indicating a mid-range ranking. A modifier of one indicates that the obligation ranks on the higher end of its generic rating category and a modifier of three indicates that the obligation ranks on the lower end of its generic rating category. Obligations rated Baa are defined by Moody’s as being subject to moderate credit risk. They are considered medium-grade and as such may possess speculative characteristics. Nutrien’s issuer rating assigned by Moody’s is Baa2.

The P-2 rating assigned by Moody’s is the second highest rating of Moody’s four rating categories for short-term debt, which range from P-1 to NP. Issuers rated P-2 are defined by Moody’s as having a strong ability to repay short-term debt obligations.

Moody’s stable outlook on Nutrien’s credit ratings indicates a low likelihood of a rating change over the medium term.

8 – Market for Securities

8.1 Trading Price and Volume

During 2021, Nutrien’s Common Shares traded on the TSX and the New York Stock Exchange (“NYSE”) under the symbol “NTR.”

The following table sets out the trading price range and volume of our Common Shares traded on the TSX and the NYSE for 2021 on a monthly basis:

 

      TSX    NYSE
Month (2021)    High Price  
(CAD$)  
   Low Price  
(CAD$)  
   Volume      High Price  
(US$)  
   Low Price  
(US$)  
   Volume  

January

   70.21      61.61      27,420,602      55.12      48.45      37,655,944  

February

   73.23      63.27      23,649,690      57.73      49.28      41,501,522  

March

   74.34      66.75      43,163,800      59.77      52.59      46,874,548  

April

   71.39      66.05      30,630,777      57.50      52.28      36,888,818  

May

   75.54      68.23      25,972,372      62.39      55.68      43,221,656  

 

1 S&P Global Ratings Definition – November 10, 2021

2 Moody’s Rating Symbols and Definitions – November 2, 2021

 

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      TSX    NYSE
Month (2021)    High Price  
(CAD$)  
   Low Price  
(CAD$)  
   Volume      High Price  
(US$)  
   Low Price  
(US$)  
   Volume  

June

   79.67      71.40      29,755,863      65.93      57.63      54,858,316  

July

   77.79      72.90      17,325,064      62.45      57.08      26,785,989  

August

   80.82      72.10      16,904,208      64.53      57.45      35,194,662  

September

   84.00      75.43      27,874,824      66.47      59.82      31,685,989  

October

   89.67      82.58      19,238,060      72.21      65.18      35,889,203  

November

   91.15      82.48      23,230,919      73.50      65.84      42,688,361  

December

   99.10      84.51      27,144,416      77.35      65.90      45,324,027  

8.2 Prior Sales

During the year ended December 31, 2021, Nutrien issued 4,424,437 Common Shares pursuant to the exercise and settlement of outstanding share-based compensation award plans. During 2021, Nutrien also granted 1,518,490 stock options under its stock option plan. See Note 5 and Note 23 of the 2021 Consolidated Financial Statements for additional information.

9 – Escrowed Securities and Securities Subject to Contractual Restriction on Transfer

To the knowledge of the Company, none of the securities of the Company are subject to escrow or contractual restriction on transfer.

10 – Directors and Officers

10.1 Name, Occupation and Security Holding

Information is given below with respect to each of the directors and executive officers of Nutrien as at February 17, 2022, including names, municipality and country of residence, all current positions held with the Company, present principal occupation and principal occupations held during the last five years. The current directors will hold office until the earlier of their resignation and our next annual meeting of shareholders at which directors are elected or until such directors cease to hold office pursuant to the provisions of the CBCA.

 

Directors
(Name and Municipality of
Residence)
   Director Since    Present Principal Occupation or
Employment
   Prior Principal Occupation or
Employment Within the
Preceding Five Years

Russell K. Girling

Calgary, Alberta, Canada

  

2018

(Agrium from
2006 – 2017)

  

Corporate Director

Board Chair of Nutrien

   President, Chief Executive Officer and Director of TC Energy Corporation, a diversified energy and pipeline company

Christopher M. Burley 1, 3

Calgary, Alberta, Canada

  

2018

(PotashCorp from 2009 – 2017)

   Corporate Director    Corporate Director

Maura J. Clark 1, 2

New York, New York, US

  

2018

(Agrium from 2016 – 2017)

   Corporate Director    Corporate Director

Miranda C. Hubbs 3, 4

Toronto, Ontario, Canada

  

2018

(Agrium from 2016 – 2017)

   Corporate Director    Corporate Director

Raj Kushwaha 3,4, 5

Gig Harbor, Washington, US

   2021    Managing Director and Chief Digital Officer of Warburg Pincus LLC, a private equity firm specializing in consumer, energy, financial services, health care, industrial and business services, real estate and technology    Same as present

 

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Directors
(Name and Municipality of
Residence)
   Director Since    Present Principal Occupation or
Employment
   Prior Principal Occupation or
Employment Within the
Preceding Five Years

Alice D. Laberge 1, 3

Vancouver, British Columbia, Canada

  

2018

(PotashCorp from 2003 – 2017)

   Corporate Director    Corporate Director

Consuelo E. Madere 3, 4

Destin, Florida, US

  

2018

(PotashCorp from 2014 – 2017)

   President and Founder of Proven Leader Advisory, LLC, a management consulting and executive coaching firm    Same as present

Keith G. Martell 1, 2

Eagle Ridge, Saskatchewan, Canada

  

2018

(PotashCorp from 2007 – 2017)

   President & Chief Executive Officer and Director of First Nations Bank of Canada, a Canadian chartered bank providing financial services with a focus on the Indigenous marketplace    Same as present

Aaron W. Regent 1, 2

Toronto, Ontario, Canada

  

2018

(PotashCorp from 2015 – 2017)

  

Corporate Director, Founder,

Chairman and Chief Executive Officer of Magris Performance Materials Inc., a leading North American based industrial mineral company

   Same as present

Nelson L.C. Silva 2, 4

Rio de Janeiro, Brazil

   2020    Corporate Director; Advisor to Appian Capital Advisory LLP, investment advisor in the mining sector and HSB Solomon Associates LLC, strategic advisor in the energy sector    Executive Director of Petróleo Brasileiro S.A, an oil and gas exploration and production company; Chief Executive Officer of BG Group, a multinational oil and gas company in South America

 1 Member of the Audit Committee of the Board.

 2 Member of the Human Resources & Compensation Committee of the Board.

 3 Member of the Corporate Governance & Nominating Committee of the Board.

 4 Member of the Safety & Sustainability Committee of the Board.

 5 Mr. Kushwaha was elected to the Board on May 17, 2021.

 

Executive Officers

(Name and Municipality of Residence)

   Present Position With the
Company and Principal
Occupation
   Prior Principal Occupation or Employment
Within the Preceding Five Years

Noralee Bradley

Saskatoon, Saskatchewan, Canada

   Executive Vice President and Chief Legal Officer of Nutrien    Partner at Blake, Cassels & Graydon LLP; Partner at Osler, Hoskin & Harcourt LLP

Pedro Farah

Calgary, Alberta, Canada

   Executive Vice President and Chief Financial Officer of Nutrien    Executive Vice President and Treasurer, Walmart, a multinational retail company; Executive Vice President and Chief Financial Officer, Walmex (Walmart Mexico)

Brent Poohkay

Canmore, Alberta, Canada

   Executive Vice President and Chief Information Officer of Nutrien    Senior Vice President, Information Technology, PotashCorp; Vice President, Chief Information Officer and Chief Privacy Officer, Enbridge Inc., a multinational energy transportation company

Ken Seitz

Saskatoon, Saskatchewan, Canada

   Interim President and Chief Executive Officer of Nutrien    Executive Vice President and Chief Executive Officer of Potash; Nutrien, President and Chief Executive Officer, Canpotex Limited, a potash exporter; Senior Vice President and Chief Commercial Officer, Cameco Corporation, a uranium producer

Raef Sully

Loveland, Colorado, US

   Executive Vice President and Chief Executive Officer of Nitrogen and Phosphate of Nutrien    President, Nitrogen and Phosphate, PotashCorp; President, Nitrogen, PotashCorp

Mark Thompson

Calgary, Alberta, Canada

   Executive Vice President, Chief Strategy and Sustainability Officer of Nutrien    Vice President of Business Development, Vice President of Strategy, Special Assistant to CEO, Nutrien and Agrium

 

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Executive Officers

(Name and Municipality of Residence)

   Present Position With the
Company and Principal
Occupation
   Prior Principal Occupation or Employment
Within the Preceding Five Years

Michael R. Webb

Calgary, Alberta, Canada

   Executive Vice President and Chief Human Resources and Administrative Officer of Nutrien    Senior Vice President, Human Resources, Agrium

On January 3, 2022, Mayo M. Schmidt left his position of President and Chief Executive Officer of Nutrien and resigned from the Board. Mr. Schmidt had served as a director of Nutrien since 2018, having previously served as a director of Agrium from 2013 to 2017. Mr. Schmidt formerly acted as President, Chief Executive Officer and a Director of Hydro One Inc., an electricity transmission and distribution company. Mr. Schmidt’s municipality of residence is Las Vegas, Nevada, US.

On January 4, 2022, Dr. Sandip Lalli’s employment with Nutrien as Executive Vice President and Chief of Staff to the President and Chief Executive Officer of Nutrien ended. Dr. Lalli formerly acted as President & Chief Executive Officer of the Calgary Chamber of Commerce, a business organization network and President & Chief Executive Officer of Keystone Excavating Ltd., a private excavating company. Dr. Lalli’s municipality of residence is Heritage Pointe, Alberta, Canada.

As at February 17, 2022, the directors and executive officers of the Company as a group beneficially own, or control or direct, directly or indirectly, 188,044 Common Shares, representing less than 1 percent of the outstanding Common Shares.

10.2 Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Except as set out below, no director or executive officer of the Company was, as at the date hereof, or has been within the 10 years prior to the date hereof, a director, chief executive officer or chief financial officer of any company (including the Company), that:

 

 

was subject to an order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or

 

was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

For the purposes of the above, “order” means any of the following that was in effect for a period of more than 30 consecutive days:

 

 

a cease trade order;

 

an order similar to a cease trade order; or

 

an order that denied the relevant company access to an exemption under securities legislation.

Except as set out below, no director or executive officer of the Company, or, to the knowledge of the Company, a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company:

 

 

was, as at the date hereof, or has been within the 10 years prior to the date hereof, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

 

 

has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

Mr. Burley was a director of Parallel Energy Inc., administrator of Parallel Energy Trust (“Parallel Energy”). On or about November 9, 2015, Parallel Energy and its affiliates filed applications for protection under the Companies’ Creditors Arrangement Act (Canada) and voluntary petitions for relief under Chapter 11 of Title 12 of the United States Bankruptcy Code. Mr. Burley resigned from the board of directors of Parallel Energy Inc. on March 1, 2016. The Canadian entities of Parallel Energy each filed an assignment in bankruptcy under the Bankruptcy and Insolvency Act (Canada) on March 3, 2016. In 2015, securities regulators for the Provinces of Alberta, British Columbia, Manitoba, Ontario, Quebec, Saskatchewan and New Brunswick issued cease trade orders in relation to the securities of Parallel Energy for the failure by Parallel Energy to timely file financial statements as well as related continuous disclosure documents. Such cease trade orders continue to be in effect. The TSX delisted the trust units and debentures of Parallel Energy at the close of business on December 11, 2015.

 

38


Ms. Clark served as a director of Garrett Motion Inc. (“Garrett Motion”) from October 2018 until April 2021. In September 2020, Garrett Motion and certain affiliated companies filed voluntary petitions under Chapter 11 of Title 11 of the United States Bankruptcy Code. On April 30, 2021, Garrett Motion announced that it emerged from its Chapter 11 proceedings, successfully completing the restructuring process and implementing the plan of reorganization that was confirmed by the United States Bankruptcy Court for the Southern District of New York on April 23, 2021.

10.3 Conflicts of Interest

To the knowledge of the Company, no director or officer of the Company has an existing or potential material conflict of interest with the Company or any of its subsidiaries, joint ventures or partnerships.

11 – Promoters

During the two most recently completed financial years, no person or company has been a promoter of the Company.

12 – Legal Proceedings and Regulatory Actions

The information under “Environmental Remediation, Legal and Other Matters” of Note 29 of the 2021 Consolidated Financial Statements is incorporated by reference herein. For further discussion of certain environmental proceedings in which we are involved, see “Environmental Matters” above.

In the normal course of business, we are also, and expect to continue to be, subject to various other legal proceedings being brought against us. While it is not possible to determine the ultimate outcome of such actions at this time, and inherent uncertainties exist in predicting such outcomes, it is the Company’s belief that the ultimate resolution of any such known actions is not reasonably likely to have a material adverse effect on its consolidated financial statements.

13 – Interest of Management and Others in Material Transactions

To the knowledge of the Company, as of the date hereof, there were no directors or executive officers of the Company or any associate or affiliate of a director or executive officer of the Company with any material interest, direct or indirect, in any transaction within the three most recently completed financial years or during the current financial year that has materially affected or is reasonably expected to materially affect the Company.

14 – Transfer Agent, Registrar and Trustees

The registrar and transfer agent for the Common Shares is Computershare Trust Company of Canada, at its principal offices in Calgary, Alberta and Toronto, Ontario.

The trustee for the Nutrien notes is the Bank of New York Mellon at its principal offices in New York, New York.

15 – Material Contracts

To the knowledge of the Company, no material contracts require disclosure under this section.

16 – Interests of Experts

KPMG LLP are the auditors of the Company and have confirmed with respect to the Company that they are independent within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations and also that they are independent accountants with respect to the Company under all relevant US professional and regulatory standards.

 

 

39


Craig Funk, B.Sc., M.Sc., P.Eng., P.Geo., an employee of the Company, supervised the preparation of and approved the Allan Technical Report, the Cory Technical Report, the Lanigan Technical Report, the Rocanville Technical Report and the Vanscoy Technical Report (each, as defined in Schedule B hereto). Mr. Funk is a qualified person under NI 43-101 and has reviewed and approved the scientific and technical information in this AIF relating to the Company’s Allan, Cory, Lanigan, Rocanville and Vanscoy Potash operations. Mr. Funk holds beneficially, directly or indirectly, less than 1 percent of any class of the securities of the Company or of any of the Company’s associates or affiliates.

17 – Audit Committee

17.1 Audit Committee Charter

Attached, as Schedule A, is the charter for the Company’s Audit Committee.

17.2 Composition of the Audit Committee

Members of the Audit Committee are Maura J. Clark, Christopher M. Burley, Alice D. Laberge, Keith G. Martell and Aaron W. Regent. Each member of the Audit Committee is independent and financially literate (as such terms are defined in National Instrument 52-110Audit Committees).

17.3 Relevant Education and Experience of Members of the Audit Committee

 

Name
(Director Since)
   Principal Occupation and Full Biography

Ms. Maura J. Clark (2018)

(Audit Committee Chair)

 

B.A. (Economics), CPA

New York, New York, US

 

Other Public Directorships

Newmont Corporation, a gold mining company (TSX, NYSE)

Fortis Inc., a North American electric and gas utility holding company (TSX)

   Ms. Clark is a Corporate Director and the former President of Direct Energy Business, a former subsidiary of Centrica plc, a North American energy and energy-related services provider from 2007 to 2014. Previously, Ms. Clark was Executive Vice President of North American Strategy and Mergers and Acquisitions for Direct Energy. She also served as a managing director at Goldman Sachs & Co., an investment banking firm, and as Executive Vice President, Corporate Development and Chief Financial Officer of Premcor, Inc. (formerly known as Clark Refining & Marketing, Inc.), a petroleum refiner and marketer. Ms. Clark holds a Bachelor of Arts degree from Queen’s University and a Chartered Professional Accountant designation.

Mr. Christopher Burley (2018)

 

B.Sc., M.B.A.

Calgary, Alberta, Canada

 

Other Public Directorships

None

   Mr. Burley is a Corporate Director and former Managing Director and Vice Chairman of Energy for Merrill Lynch Canada Inc., an investment banking firm. He has over two decades of experience in the investment banking industry. He is the Chairman and a director of WestJet Airlines Ltd., an Onex Corporation portfolio company. Mr. Burley is a graduate of the Institute of Corporate Directors’ Education Program and holds the ICD.D designation. Mr. Burley is a Member of the Institute of Corporate Directors Climate Strategy Advisory Board for the Canadian Chapter Zero of the WEF Climate Governance Initiative. Mr. Burley holds a Bachelor of Science with a Certificate of Honours Standing (Geophysics) and a Master of Business Administration from Western University.

Ms. Alice D. Laberge (2018)

 

B.Sc., M.B.A.

Vancouver, British Columbia, Canada

 

Other Public Directorships

Mercer International Inc., producer of pulp and wood products and producer of bioelectricity (NASDAQ)

Russel Metals Inc., a North American metal distribution company (TSX)

   Ms. Laberge is a Corporate Director and the former President and Chief Executive Officer of Fincentric Corporation, a global provider of software solutions to financial institutions. She was previously Senior Vice President and Chief Financial Officer of MacMillan Bloedel Ltd. She is a director of Mercer International Inc., Russel Metals Inc., the Canadian Public Accountability Board and the B.C. Cancer Foundation and has served as a director of the Royal Bank of Canada. She was recognized as a Fellow of the Institute of Corporate Directors in 2015. Ms. Laberge holds a Bachelor of Science (Speech Pathology & Audiology) from the University of Alberta and a Master of Business Administration from the University of British Columbia.

Mr. Keith G. Martell (2018)

 

B. Comm., CPA, CA

Eagle Ridge, Saskatchewan, Canada

 

   Mr. Martell is President & Chief Executive Officer and Director of First Nations Bank of Canada, a Canadian chartered bank providing financial services with a focus on the Indigenous marketplace. He serves as a director of River Cree Enterprises Ltd., as a trustee of the National Indian Brotherhood Trust and a governor of the University of Saskatchewan. He previously served as a

 

40


Name
(Director Since)
   Principal Occupation and Full Biography

Other Public Directorships

None

   director of the Canadian Chamber of Commerce, Public Sector Pension Investment Board of Canada and The North West Company Inc. Mr. Martell is a designated Chartered Professional Accountant and holds a Bachelor of Commerce and an Honorary Doctorate of Laws from the University of Saskatchewan.

Mr. Aaron W. Regent (2018)

 

B.A., FCPA, FCA

Toronto, Ontario, Canada

 

Other Public Directorships

The Bank of Nova Scotia, a global financial services provider (TSX, NYSE)

   Mr. Regent is Founder, Chairman and Chief Executive Officer of Magris Performance Materials Inc., a leading North American based materials company. Mr. Regent serves as the Chair of the Board of The Bank of Nova Scotia. Mr. Regent has acquired significant financial experience during his time as President and Chief Executive Officer of Barrick Gold Corporation, Senior Managing Partner of Brookfield Asset Management and Co-Chief Executive Officer of the Brookfield Infrastructure Group, and as President and Chief Executive Officer of Falconbridge Limited. Mr. Regent is a member of the Chartered Professional Accountants of Ontario and holds a Bachelor of Arts (History) from the University of Western Ontario.

17.4 Pre-approval Policies and Procedures

Subject to applicable law, the Audit Committee is directly responsible for the compensation and oversight of the work of the independent auditors. The Audit Committee has implemented a Pre-Approval Policy for Audit and Non-Audit Services for the pre-approval of services performed by our auditors. The objective of this policy is to specify the scope of services permitted to be performed by our auditors and to ensure that the independence of our auditors is not compromised through engaging them for other services. Our Audit Committee pre-approves all audit services and all permitted non-audit services provided by our external auditors and reviews on a quarterly basis whether these services affect our external auditors’ independence. All services provided by our auditors in 2021 complied with the Pre-Approval Policy for Audit and Non-Audit Services, and professional standards and securities regulations governing auditor independence.

17.5 External Auditor Service Fees (by Category)

The following table sets out the fees billed to us by KPMG LLP and its affiliates for professional services rendered during the years ended December 31, 2021 and 2020. During these years, KPMG LLP was the Company’s only external auditor.

 

 Category            Years Ended December 31 (US$)           
      2021      2020  

 Audit Fees 1

     8,167,000        6,477,700  

 Audit-Related Fees 2

     236,200        133,600  

 Tax Fees 3

     191,100        132,700  

 All Other Fees 4

     31,500        239,200  

 Total

     8,625,800                    6,983,200  
1

For professional services rendered by KPMG LLP for the integrated audit of the Company’s annual financial statements, interim review of the Company’s interim financial statements, and audits of statutory financial statements of controlled subsidiaries.

2

For professional services rendered by KPMG LLP for attestation reporting in accordance with US environmental agency requirements and consent orders; limited assurance over Nutrien GHG footprint (reported in other fees in 2020); attestation reports over various Nutrien subsidiaries for the purpose of compliance with local laws and regulations, and work in connection with the renewal of the Company’s base shelf prospectus in 2020 and the Company’s prospectus supplement relating to the offering of notes in 2020, and translation of the Company’s annual and quarterly reports.

3

For professional services rendered by KPMG LLP for assistance with preparation and review of tax filings and related tax compliance, assistance in responding to tax authorities, including reassessments and tax audits, assistance with the preparation of the tax provision for immaterial subsidiaries, routine tax planning and advice. These amounts include fees paid to KPMG LLP specifically for tax compliance and preparation services rendered in 2021 and 2020 in the amount of $181,000 and $122,300, respectively.

4

For an assessment of the Company’s cyber security maturity level against a globally recognized framework.

18 – Additional Information

Additional financial information is provided in the 2021 Consolidated Financial Statements and the 2021 MD&A. Further, additional information, including historical information concerning directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities, and securities authorized for issuance under equity compensation plans is contained in the Company’s management proxy circular dated March 29, 2021 for the annual meeting of the Company’s shareholders that took place onMay 17, 2021.

 

 

41


Additional information related to Nutrien may be found on the Company’s website at www.nutrien.com, on the Canadian Securities Administrators’ website at www.sedar.com and on the EDGAR section of the US SEC’s website at www.sec.gov.

 

42


Schedule A

 

 

AUDIT COMMITTEE CHARTER

 

Introduction

 

The Audit Committee (the “Committee”) is established to assist the Board of Directors (the “Board”) of Nutrien Ltd. (the “Corporation”) in fulfilling its oversight responsibilities with respect to the accounting and financial reporting processes and the reviews and audits of the financial statements of the Corporation by monitoring: (i) the quality and integrity of the Corporation’s financial statements and related disclosures; (ii) the Corporation’s internal control systems, including internal control over financial reporting; (iii) specific elements of risk management (including all financial risk management) delegated to the Committee by the Board; (iv) the qualifications and independence of the external auditors of the Corporation and the recommendation of the Board to shareholders for the appointment thereof; (v) the performance of the Corporation’s Internal Audit function and external auditors; and (vi) the Corporation’s compliance with legal and regulatory requirements with respect to matters within the Committee’s mandate and the Code of Conduct. Such oversight is all with a view to supporting the long-term viability of the Corporation, including its consideration of stakeholders relevant to the creation and preservation of long-term value.

 

  

 

Introduction

   

44                    

 
 

Composition

   

44

 
 

Committee Chair

   

45

 
 

Quorum

    45  
 

Meetings

    45  
 

Responsibilities

    45  
 

Other Matters

    49  
  Annex 1: Committee Chair Position Description     50  
     
     

Management is responsible for preparing the consolidated financial statements of the Corporation and the external auditors are responsible for auditing those financial statements. Nothing in this Charter is intended, or may be construed, to impose on any member of the Committee a standard of care or diligence that is in any way more onerous or extensive than the standard to which all directors are subject under applicable laws or regulatory requirements.

In this Charter, “Committee Chair” means the Chair of the Committee; “Chair” means the Board Chair; and “CEO” means the Chief Executive Officer of the Corporation.

Composition

The members of the Committee shall be appointed by the Board, on the recommendation of the Corporate Governance & Nominating Committee. Any member of the Committee may be removed or replaced at any time by the Board and shall cease to be a member of the Committee on ceasing to be a director. Subject to the above, each member of the Committee shall serve as a member of the Committee until the next annual meeting of shareholders after his or her appointment.

The Committee shall consist of not less than three and not more than eight members. Each Committee member shall be independent according to the independence standards set out in the Corporate Governance Framework, including applicable independence requirements of stock exchanges on which the Corporation is listed and securities laws, rules and regulations.

Each member of the Committee shall be “financially literate”, and at least one member of the Committee shall be designated as the “audit committee financial expert” and shall have “accounting or related financial management expertise”, in each case, as such qualification is interpreted by the Board in its business judgment and as defined by applicable requirements of stock exchanges on which the Corporation is listed and securities laws, rules and regulations.

No member of the Committee shall serve on the audit committees of more than two other publicly listed companies, unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the Committee and discloses such determination in the Corporation’s annual management proxy circular.

The Board may fill vacancies on the Committee from among its members, on the recommendation of the Corporate Governance & Nominating Committee. If and whenever a vacancy shall exist on the Committee, the remaining members may exercise all its powers so long as a quorum remains in place.

The members of the Committee shall be entitled to receive such remuneration for acting as members of the Committee as the Board may from time to time determine.

The Corporate Secretary or such other person acceptable to the members shall act as Secretary to the Committee.

 

43


Committee Chair

The Board, upon recommendation of the Corporate Governance & Nominating Committee, shall appoint a Committee Chair. The Committee Chair may be removed and replaced by the Board.

If the Committee Chair is not present at any meeting of the Committee, one of the other members of the Committee present at the meeting shall be chosen by the Committee to chair the meeting.

The Committee Chair shall have the duties and responsibilities set forth in Annex 1 which is incorporated by reference herein.

Quorum

Fifty percent of the members of the Committee shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members present at a meeting duly called and held.

Meetings

All Committee members are expected to attend, in person or via teleconference, video conference, or other electronic communications facilities that permits all participants to communicate adequately, all meetings of the Committee, to come prepared for the meeting, and to remain in attendance for the duration of the meeting. The powers of the Committee may be exercised by resolution in writing signed by all members of the Committee who would have been entitled to vote on that resolution at a meeting of the Committee.

The Committee may invite such directors, officers, employees and external advisors of the Corporation as it may see fit from time to time to attend meetings of the Committee and assist in the discussion and consideration of the duties of the Committee.

The time at which and place where the meetings of the Committee shall be held, and the calling of meetings and the procedure at such meetings, shall be determined by the Committee in accordance with the Corporation’s articles, by-laws, and applicable laws.

The Committee shall meet at each Committee meeting alone without Management present, and shall meet separately with applicable senior Management, the external auditors, and the Chief Audit Executive.

Responsibilities

The Committee, to the extent required by applicable laws or rules, or otherwise considered by the Committee to be necessary or appropriate, is responsible for the oversight in respect of the Corporation’s financial disclosure and accounting practices, internal control systems (including internal control over financial reporting), specific elements of risk management (including all financial risk management) delegated to the Committee by the Board, the external auditors, the Internal Audit function, and legal and regulatory compliance with respect to matters within the Committee’s mandate and the Code of Conduct.

To fulfill its duties and responsibilities, the Committee shall:

Financial Disclosure and Accounting

 

   

meet with Management and the external auditors to review and discuss, and to recommend to the Board for approval prior to public disclosure, the annual audited financial statements and the specific disclosures in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”);

 

   

meet with Management and the external auditors to review and discuss, and to approve prior to public disclosure, the unaudited quarterly financial statements, including the specific disclosures in the MD&A and quarterly interim reports (including annual guidance);

 

   

review and discuss with Management and the external auditors prior to public disclosure each press release that contains significant financial information respecting the Corporation or contains estimates or information regarding the Corporation’s future financial performance or prospects; and the type and presentation of information to be included in such press releases (in particular, the use of “pro forma” or “adjusted” information that is not in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”));

 

   

review and discuss with Management and the external auditors, and recommend to the Board for approval prior to public disclosure:

 

  o

the portions of the Annual Information Form containing significant information within the Committee’s mandate;

 

44


  o

the portions of the Corporation’s annual management proxy circular containing significant information within the Committee’s mandate;

 

  o

all financial statements included in prospectuses or other offering documents;

 

  o

all prospectuses and all documents which may be incorporated by reference in a prospectus, other than any pricing supplement issued pursuant to a shelf prospectus; and

 

  o

significant financial information, including “pro forma” or “adjusted” non-IFRS information respecting the Corporation contained in a publicly disclosed document (other than routine investor relations or similar communications);

 

   

review and discuss with Management and the external auditors (including those of the following that are contained in any report of the external auditors): (1) any analyses prepared by Management and/or the external auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative accounting principles in accordance with IFRS; (2) all critical accounting policies and practices to be used by the Corporation in preparing its financial statements; (3) all material alternative treatments of financial information within IFRS that have been discussed with Management, ramifications of the use of these alternative treatments, and the treatment preferred by the external auditors; and (4) other material communications between the external auditors and Management, such as any Management Representation Letter or Schedule of Unadjusted Differences;

 

   

review and discuss with Management and the external auditors significant accounting and reporting issues and understand their impact on the financial statements, including complex or unusual transactions and areas involving significant assumptions; major issues regarding accounting principles and financial statement presentation, including any significant changes in the Corporation’s selection or application of accounting principles, and the effect of regulatory and accounting initiatives, as well as off balance sheet structures, on the financial statements of the Corporation, any significant issues as to the adequacy of the Corporation’s internal controls and any special audit steps adopted in light of significant control deficiencies;

 

   

review and discuss with Management and the external auditors non-IFRS financial measures, as well as financial information and earnings guidance provided externally, including to analysts and rating agencies;

 

   

review with Management and the external auditors the results of the annual audit, including any restrictions on the scope of the external auditors’ activities or on access to requested information, and the resolution of any significant disagreements with Management;

 

   

review Management’s Internal Control Report and the related attestation by the external auditors of the Corporation’s internal controls over financial reporting; and

 

   

review with Management and the external auditors and, if necessary, legal counsel, any litigation, claim or contingency, including tax assessments, or material reports or inquiries from regulators or governmental agencies, that could have a material effect upon the financial position of the Corporation, and the manner in which these matters have been disclosed in the financial statements.

Internal Controls

 

   

assess the effectiveness of the Corporation’s internal control systems, including internal control over financial reporting and information technology strategy, risks and, in consultation with the Safety, Health, Environment + Security Committee, cyber security controls and related matters;

 

   

understand the scope of Internal Audit’s and the external auditors’ review of internal controls over financial reporting, and obtain reports on significant findings and recommendations, together with Management’s responses;

 

   

annually review the Corporation’s disclosure controls and procedures, including any significant deficiencies in or material non-compliance with such controls and procedures;

 

   

receive and review reports from the Corporation’s Disclosure Committee and periodically review the Corporation’s Disclosure Policy;

 

   

review and discuss with the CEO and Chief Financial Officer their disclosures made during their annual and quarterly certification processes about significant deficiencies or material weaknesses in the design or operation of internal controls or any fraud that involves Management or other employees who have a significant role in the Corporation’s internal controls;

 

45


   

discuss with Management the Corporation’s material financial risk exposures and the steps Management has taken to monitor and control such exposures; and

 

   

review executive officers’ expenses and aircraft usage reports and periodically report to the Corporate Governance & Nominating Committee thereon, as appropriate.

Risk Management

 

   

regularly review with Management the Corporation’s material risks within the Committee’s scope (i.e. the principal financial risks facing the Corporation and any other risks specifically delegated to the Committee by the Board), the assessment of those risks, and how they are being managed or mitigated; and

 

   

monitor and review at least annually Management processes and controls designed to identify, assess, monitor and manage the risks referred to above.

Internal Audit

 

   

review with Management, the external auditors, and Internal Audit (and if appropriate, approve) the Charter, plans, activities, and organizational structure of the Internal Audit function;

 

   

review the significant findings prepared by Internal Audit and recommendations issued by any external party relating to Internal Audit issues, together with Management’s response thereto;

 

   

take reasonable steps to ensure there are no unjustified or inappropriate restrictions or limitations on the functioning of the Internal Audit function, or on access to requested information;

 

   

review the adequacy of the resources of Internal Audit to satisfy itself as to the effectiveness, objectivity and independence of the Internal Audit function;

 

   

review and concur on the appointment, replacement, or dismissal of the Chief Audit Executive (or such individual in a similar capacity or position who performs a substantially similar function); and

 

   

review the performance and effectiveness of the Internal Audit function.

External Audit

 

   

meet with the external auditors prior to the annual audit to review (and if appropriate, approve) the proposed audit scope, approach and staffing (including coordination of audit efforts with Internal Audit) and budget;

 

   

monitor the progress of the annual audit;

 

   

obtain feedback about the conduct of the external audit from key employees engaged in the process;

 

   

when applicable, review the annual post-audit letter from the external auditors and Management’s response thereto and follow-up in respect of any identified weakness;

 

   

at least annually, obtain and review a report by the external auditors describing: (i) the external auditors’ internal quality control procedures, and (ii) any material issues raised by the most recent internal quality control review, or peer review, of the external auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the external auditors, and any steps taken to deal with any such issues;

 

   

annually receive from the external auditors, and review, a report on items required to be communicated to the Committee by applicable rules and regulations;

 

   

annually review the independence of the external auditors, including their formal written statement of independence delineating all relationships between the external auditors and the Corporation, review all such relationships, and consider applicable auditor independence standards and take any decisions and actions that are necessary and appropriate where the Committee becomes aware of the potential for a conflict (or the reasonable perception of a conflict) between the interests of the external auditors and the interests of the Corporation;

 

46


   

annually evaluate the performance of the external auditors, including the lead audit partner, and report to the Board on its conclusions regarding the external auditors and recommendation to shareholders for appointment of the external auditors;

 

   

investigate and consider whether any action is required if the external auditors resign;

 

   

ensure the rotation of the lead audit partner having primary responsibility for the audit as required by applicable law; and

 

   

set clear hiring policies for partners, employees and former partners and employees of the present and former external auditors.

Oversight in Respect of Audit and Non-Audit Services

 

   

subject to confirmation by the external auditors of their compliance with Canadian and U.S. regulatory requirements, be directly responsible (subject to Board confirmation) for the appointment of the external auditors for the purpose of preparing or issuing any audit report or performing other audit, review or attest services for the Corporation, such appointment to be confirmed by the Corporation’s shareholders at each annual meeting;

 

   

be directly responsible (subject to Board confirmation) for the approval of fees to be paid to the external auditors for audit services, and shall pre-approve the retention of the external auditors for any permitted non-audit service to the Corporation;

 

   

be directly responsible for the retention and oversight of the services of the external auditors (including resolution of disagreements between Management and the external auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation (with the external auditors reporting directly to, and being accountable to, the Committee);

 

   

have the sole authority to pre-approve all audit services and all permitted non-audit services to the Corporation, provided that the Committee need not approve in advance non-audit services where:

 

  o

the aggregate amount of all such non-audit services provided to the Corporation constitutes not more than 5% of the total amount of fees paid by the Corporation to the external auditors during the fiscal year in which the non-audit services are provided; and

 

  o

such services were not recognized by the Corporation at the time of the engagement to be non-audit services; and

 

  o

such services are promptly brought to the attention of the Committee and approved prior to the completion of the audit by the Committee or by one or more members of the Committee to whom authority to grant such approvals has been delegated by the Committee.

 

   

have the sole authority to delegate to one or more designated members of the Committee the authority to grant pre-approvals required by this section, provided that the decision of any member to whom authority is delegated to pre-approve a service shall be presented to the Committee at its next scheduled meeting. If the Committee approves an audit service within the scope of the engagement of the external auditors, such audit service shall be deemed to have been pre-approved for purposes of this section.

Compliance

 

   

establish procedures for: (i) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters; and (ii) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters, and institute and oversee any special investigations as needed;

 

   

provide the Chief Integrity Officer the authority to communicate directly to the Committee about actual and alleged violations of the Code of Conduct, its associated polices, or the law, including any matters involving criminal or potential criminal conduct;

 

   

review with the Chief Integrity Officer or Chief Legal Officer (or such individual in a similar capacity or position who performs a substantially similar function) the Corporation’s significant compliance policies and any legal matters or reports or inquiries received from regulators or governmental agencies that could have a material effect upon the financial position of the Corporation and that are not subject to the oversight of another committee of the Board;

 

   

review the effectiveness of the system for monitoring compliance with laws and regulations (including those with respect to anti-fraud and anti-bribery) and the results of Management’s investigations and follow-up of any instances of non-compliance

 

47


 

that could have a material effect upon the financial position of the Corporation and that are not subject to the oversight of another committee of the Board;

 

   

review the process for communicating the Corporation’s Code of Conduct to the Corporation’s personnel and monitoring compliance therewith; and

 

   

report annually to shareholders describing the Committee’s composition, responsibilities and how they were discharged, and any other information required by applicable legislation or regulation, including approval of non-audit services.

The Committee may perform such other functions as the Committee deems necessary or appropriate for the performance of its responsibilities and duties.

Delegation

The Committee may from time to time delegate any of its responsibilities to a subcommittee comprised of one or more members of the Committee and shall also carry out such other duties that may be delegated to it by the Board from time to time.

Other Matters

At the Corporation’s expense, the Committee may retain, when it considers it necessary or desirable, outside consultants and advisors to advise the Committee independently on any matter. The Committee shall have the sole authority to retain and terminate any such consultants or advisors, including sole authority to establish or review a consultant’s or advisor’s fees and other retention terms, and to direct the payment thereof.

The Corporation will provide appropriate funding, as determined by the Committee, for payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

Authority to make minor technical amendments to this Charter is hereby delegated to the Corporate Secretary, who will report any amendments to the Committee at its next meeting.

The Committee’s performance and effectiveness shall be evaluated annually, in accordance with a process developed by the Corporate Governance & Nominating Committee and approved by the Board. The results of that evaluation, including progress on adopted recommendations, shall be reported to the Corporate Governance & Nominating Committee and to the Board.

On an annual basis, this Committee Charter shall be reviewed and assessed, and any proposed changes shall be submitted to the Corporate Governance & Nominating Committee for review and recommendation, and then to the Board for approval.

Date of Last Revision: November 2, 2021

 

48


ANNEX 1

 

 

AUDIT COMMITTEE CHAIR

 

POSITION DESCRIPTION

The Committee Chair shall provide overall leadership to enhance the effectiveness of the Committee and be responsible to:

 

   

set the “tone” for the Committee and its members to foster ethical and responsible decision making, appropriate oversight of Management and appropriate corporate governance practices;

 

   

encourage free and open discussion at meetings of the Committee;

 

   

schedule and set the agenda for Committee meetings with input from other Committee members, the Chair and Management as appropriate;

 

   

facilitate the timely, accurate and proper flow of information to and from the Committee, and arrange sufficient time during Committee meetings to fully discuss agenda items;

 

   

report to the Board following each meeting of the Committee on the activities, findings and any recommendations of the Committee;

 

   

provide advice and counsel to the senior members of Management in the areas covered by the Committee’s mandate;

 

   

proactively encourage training and education of the Committee and its members in areas falling within the Committee’s mandate;

 

   

take reasonable steps to ensure that Committee members understand the boundaries between the Committee and Management responsibilities;

 

   

organize the Committee to function independently of Management and take reasonable steps to ensure that the Committee has an opportunity at each of its meetings to meet in separate closed sessions without Management present, and with or without internal personnel or external advisors as needed or appropriate;

 

   

lead the Committee in monitoring and evaluating, in consultation with the Corporate Governance & Nominating Committee, the performance and effectiveness of the Committee as a whole and the contributions to the Committee of individual directors; and

 

   

take all other reasonable steps to ensure that the responsibilities and duties of the Committee, as outlined in its Charter, are well understood by the Committee members and executed as effectively as possible.

 

49


SCHEDULE B

MINERAL

PROJECTS

For the purposes of NI 43-101, our Allan, Cory, Lanigan, Rocanville and Vanscoy potash operations are the properties material to Nutrien.

a) Material Potash Operations

Certain scientific and technical information regarding our:

  a)

Allan potash operations is based on the technical report titled “National Instrument 43-101 Technical Report on Allan Potash Deposit (KL 112R B), Saskatchewan, Canada” dated effective December 31, 2021 (“Allan Technical Report”),

  b)

Cory potash operations is based on the technical report titled “National Instrument 43-101 Technical Report on Cory Potash Deposit (KL 103C), Saskatchewan, Canada” dated effective December 31, 2020 (“Cory Technical Report”),

  c)

Lanigan potash operations is based on the technical report titled “National Instrument 43-101 Technical Report on Lanigan Potash Deposit (KLSA 001 C), Saskatchewan, Canada” dated effective December 31, 2021 (“Lanigan Technical Report”),

  d)

Rocanville potash operations is based on the technical report titled “National Instrument 43-101 Technical Report on Rocanville Potash Deposit (KL 305), Saskatchewan, Canada” dated effective December 31, 2021 (the “Rocanville Technical Report”), and

  e)

Vanscoy potash operations is based on the technical report titled “National Instrument 43-101 Technical Report on Vanscoy Potash Deposit (KL 114C) Saskatchewan, Canada” dated effective December 31, 2020 (“Vanscoy Technical Report”).

Collectively, these reports comprise the “Technical Reports” for the Nutrien mines. They were prepared under the supervision of Craig Funk, B.Sc., M.Sc., P.Eng., P.Geo., who is a “qualified person” as defined in NI 43-101. The Technical Reports have been filed with the securities regulatory authorities in each of the provinces of Canada and furnished to the SEC. Portions of the following information are based on assumptions, qualifications and procedures that are not fully described herein. References should be made to the full text of the Technical Reports, as applicable.

 

i)

Mineral Rights

Mineral rights at all mines in Saskatchewan are mined pursuant to mining leases with the Province of Saskatchewan, Canada (“Crown”), and with non-Crown (“Freehold”) mineral rights owners. Crown mineral rights are governed by The Subsurface Mineral Tenure Regulations, 2015 (Saskatchewan), and Crown leases are approved and issued by the Saskatchewan Ministry of Energy and Resources (“MER”).

 

ii)

History

Ten potash mines were brought into production in Saskatchewan between 1962 to 1970. With over 50 years of production history, most potash mines have contracted or expanded production in response to the demand for potash. No new mines had been commissioned until 2017. Most of the operating mines are conventional underground mines, while three operate using solution mining methods.

Exploration drilling for potash at each of the mines was carried out in the 1950s and 1960s. Potash production began at Allan, Cory and Lanigan in 1968, at Vanscoy in 1969, and at Rocanville in 1970. With the exception of the 1970 inflow which halted Vanscoy production for two years, each of the mines have run on a continuous basis other than short-term shutdowns taken for inventory management purposes, occasional plant maintenance and construction work, or other outages that are typical for operations of this nature.

The mines were built by numerous companies in the 1960’s (a) the Allan mine was built by a consortium of companies (U. S. Borax, Homestake Potash Company, and Swift Canadian Company), (b) the Cory mine was built by a company called Duval Sulphur and Potash Company, (c) the Lanigan mine was built by a company named Alwinsal Potash of Canada Ltd., a consortium of German and French mining and fertilizer companies, (d) the Rocanville mine was built by a company called Sylvite of Canada Ltd. (a division of Hudson’s Bay Mining and Smelting Ltd.), and (e) the Vanscoy mine was built by Cominco Ltd. (formerly the Consolidated Mining and Smelting Company of Canada Limited).

PotashCorp acquired (a) a 60% ownership of the Allan mine in 1978 (through purchase of the U.S. Borax and Swift Canadian interests), became the operator of the mine in 1981, and in 1990, PotashCorp purchased the remaining 40% interest, (b) the Cory

 

50


mine in 1976, (c) the Lanigan mine in 1976; and (d) the Rocanville mine in 1977. With respect to the Vanscoy mine, in 1993, Cominco Fertilizers Ltd. was formed as a separate entity from Cominco Ltd. In 1995 all Cominco Ltd., involvement in Cominco Fertilizers Ltd., who built the Vanscoy mine, ceased and shares were transferred to the new entity, Agrium.

Major refurbishments and expansions of the Allan, Cory and Rocanville mines were completed in 2013, and of the Vanscoy mine in 2015 increasing nameplate capacity to (a) 4.0 million tonnes for the Allan mine, (b) 3.0 million tonnes for the Cory mine, (c) 6.5 million tonnes for the Rocanville mine, and (d) 3.0 million tonnes for the Vanscoy mine, of finished potash products per year. Mill rehabilitation, mine expansion and hoist improvement projects were completed at Lanigan mine between 2005 and 2010. As of December 31, 2021, the annual nameplate capacity at Lanigan is 3.8 million tonnes. The expansion construction at each of these mines was carried out without significant disruption to existing potash production from the site.

At Allan, Cory and Lanigan, potash ore has been mined and concentrated to produce saleable quantities of high- grade finished potash products since 1968, at Vanscoy since 1969 and at Rocanville since 1970.

 

iii)

Geological Setting, Mineralization and Deposit Types

Geological Setting and Mineralization

Much of southern Saskatchewan is underlain by the Prairie Evaporite Formation, a layered sequence of salts and anhydrite which contains the world’s largest deposits of potash. The potash extracted from the predominantly sylvinite ore has its main use as a fertilizer.

The 100 m to 200 m thick Prairie Evaporite Formation is overlain by approximately 400 m of Devonian carbonates followed by 100 m of Cretaceous sandstone, 400 m of Cretaceous shales, and 100m of recent Pleistocene glacial tills to surface. The Prairie Evaporite Formation is underlain by Devonian carbonates. The Phanerozoic stratigraphy of Saskatchewan is remarkable in that units are flat- lying and relatively undisturbed over very large areas.

Potash mineralization in this region of Saskatchewan is predominantly sylvinite, which is comprised mainly of the minerals sylvite (“KCl”) and halite or rock salt (“NaCl”), with trace carnallite (“KMgCl3 6H2O”) and minor water insolubles. Potash fertilizer is concentrated, nearly pure KCl (i.e., greater than 95% pure KCl), but ore grade is traditionally reported on a % K2O equivalent basis. The “% K2O equivalent” gives a standard measurement of the nutrient value of different potassium-bearing rocks and minerals. To convert from % K2O equivalent tonnes to actual KCl tonnes, multiply by 1.58. Ore grade for the mines are summarized as follows.

Summary of Ore Grade Measurements:

 

Mine   

Average Ore Grade

from Drilling5

  

Average Ore Grade

from Mill Feed6

  

Average Ore Grade

from In-mine Samples7

    

%K2O

Equivalent

  

Number of

Drillholes

  

%K2O

Equivalent

  

%K2O

Equivalent

  

Number of

Samples

Allan (A Zone)    26.7%    18    25.15%    24.7%    7,584
Cory (A Zone)    25.5%    11    23.36%    21.9%    5,762
Lanigan   

(A Zone)

(B Zone)

  

25.4%

23.2%

   20    23.17%   

24.3%

20.2%

  

3,692

21,479

Rocanville    22.3%    32    22.43%    23.1%    49,580
Vanscoy (A Zone)    24.9%    36    25.66%    24.2%    3,173

Deposit Type

There are three mineable potash members within the Prairie Evaporite Formation of Saskatchewan. Stratigraphically highest to lowest, these members are: Patience Lake, Belle Plaine and Esterhazy. Potash mineralization at each mine is flat-lying and continuous and the mines operate as conventional underground potash mines.

 

5 Average ore grade from drillholes within respective Crown Subsurface Mineral Leases per the Technical Reports, as applicable.

6 The listed potash ore grade from the mill feed was the average measured over the last three years (2019, 2020, 2021).

7 Average ore grade from in-mine samples per the Technical Reports, as applicable.

 

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Potash mined at Allan, Cory, Lanigan, and Vanscoy mines lies within the Patience Lake Member of Prairie Evaporite Formation. There are two potash seams named A Zone and B Zone within this member. At present, only the A Zone is being mined in the Allan, Cory, and Vanscoy areas; some test mining has been carried out in the B Zone, but no mining is done in this layer at present. Both the zones are being mined at Lanigan. Neither the Esterhazy nor the White Bear Potash Members are present in the Allan, Cory, and Vanscoy area; the Belle Plaine Potash Member is not well-developed, and therefore is not mined. The Belle Plaine potash member is present at Lanigan but is not economically mineable, while the Esterhazy Member is poorly developed and not economically mineable.

Potash mined at the Rocanville mine lies within the Esterhazy Member of the Prairie Evaporite Formation. The Patience Lake Member potash beds are not present in the Rocanville Area. The Belle Plaine and White Bear Members are present, but not conventionally mineable in the Rocanville area. The potash zone at Rocanville is approximately 2.4 meters thick and occurs near the top of the Prairie Evaporite Formation. Salt cover from the ore zone to overlying units is approximately 30 meters.

Potash mineralization at Allan, Cory Lanigan, and Vanscoy occurs at about 1,000 meters depth below surface. The A Zone is approximately 3.35 meters thick and occurs near the top of the Prairie Evaporite Formation salts. Salt cover from the ore zone to overlying units is approximately 12 meters in the Allan, Cory, and Vanscoy areas. Salt cover from the top of the A Zone mining horizon at Lanigan is approximately 7 meters thick, while the salt cover from the top of the B Zone mining horizon to overlying units is approximately 14 meters thick.

 

iv)

Exploration

Before the mines were established, all exploration consisted of drilling from surface and analysis of core from these drillholes. Since mining began, exploration drilling has been infrequent at the mines. In most of southern Saskatchewan, potash mineralization is in place wherever Prairie Evaporite Formation salts exist, are flat-lying and are undisturbed. Since the surface seismic exploration method is an excellent tool for mapping the top and bottom of Prairie Evaporite salts, this has become the main potash exploration tool in any existing Saskatchewan Subsurface (potash) Mineral Lease. Historically, 2D seismic, and now the more accurate and full coverage 3D seismic methods are used to map continuity and extent of potash beds in flat-lying potash deposits. Seismic data are relied upon to identify collapse structures that must be avoided in the process of mine development since these structures can act as conduits for water ingress to the mine. Isolation pillars or mining buffer zones are left around these anomalous features. This practice reduces the overall mining extraction ratio, but the risk of inflow to mine workings is effectively mitigated. Localized and relatively small ore zone anomalies do occur and typically are not discernable (or imaged) by the seismic method and so are not mapped. When such anomalies are encountered they are dealt with in the normal course of mining and extraction through these anomalous areas is typically minimized. Where there is uncertainty in seismic interpretations, drilling is often used to confirm or refine the seismic interpretation.

Seismic coverage is outlined in the Technical Reports.

Experience has shown that the potash mining zone is continuous when seismic data are undisturbed and flat-lying. Surface seismic data are generally collected years in advance of mining. Any area recognized as seismically unusual is identified early and mine plans are adjusted to avoid these regions.

 

v)

Drilling

The primary objective of the original potash test holes drilled in the 1950s and 1960s at each of the operations was to sample the potash horizons and establish basic mining parameters. The seismic method was still novel and crude at that time and as such, 2D seismic surveys were done sparingly, so the drillhole information was relied upon heavily to evaluate potash deposits. Test holes would penetrate the evaporite section with a hydrocarbon-based drilling mud (oil-based or diesel fuel) to protect the potash mineralization from dissolution. Basic geophysical well-logs were acquired, and in many cases, drill stem tests were run on the Dawson Bay Formation to help assess water-make mine inflow potential of the caprock. Core samples from the targeted potash intersections were split or quartered, crushed, and analysed to establish potash ore grades.

Due to the remarkably consistent mineralogy and continuity of the resource as experienced through decades of mine production, very little potash exploration drilling has been done at our operations since the 1960s. Since each drillhole is a potential conduit for subsurface groundwater from overlying (or underlying) water-bearing formations into future mine workings, it is also important to minimize the amount of cross-formational drilling. Every potash test drillhole from surface sterilizes potash mineralization as a safety pillar is required around every surface drillhole once underground mining commences.

All new drilling efforts have targeted areas of geological uncertainty. Although normal ore zone conditions may occur in the tested areas, they are not targeted specifically. For this reason, and because ore grade is known to be locally variable, assays from drilling are not relied upon for ore grade estimation. Instead, grade determined from routinely collected in-mine ore zone samples are found to be most reliable. The long-term average from in-mine tends to best represent the larger ore zone as it normalizes local variability.

 

52


vi)

Sampling Preparation, Analyses and Security

Basic Approach

Drillhole sampling methods have remained essentially the same over the years. Short segments of core usually about 0.3 meters (1 foot) in length are labeled based on visible changes in mineralization, and sometimes based on fixed intervals. Each segment of core is then split using some type of rock or masonry saw. The split portion of core is then bagged and labeled and sent to a laboratory for chemical analysis. Historical potash samples remain stored at the Subsurface Geological Laboratory (Regina, Saskatchewan) of the Saskatchewan Ministry of Energy & Resources.

All in-mine samples from our operations were analysed in the mill laboratories using analysis techniques that were up to date for the era in which the sample was collected.

Regarding quality assurance for analytical results of in-mine samples, the Company participates in the Canpotex Producer Sample Exchange Program using methods developed by the Saskatchewan Potash Producers Association (“SPPA”). The Sample Exchange Program monitors the accuracy of analytical procedures used in its labs. In the early 1970s, the SPPA initiated a round- robin Sample Exchange Program, the purpose of which was to assist the potash laboratories in developing a high level of confidence in analytical results. This program, now named the Canpotex Producer Sample Exchange Program using SPPA Methods (CPSEP) has continued up to the present. Current participants include all Canpotex member potash mine site labs, the Nutrien Pilot Plant Lab, and independent third-party surveyor labs. The CPSEP provides participants with three unknown potash samples for analysis quarterly. Results for the unknown sample analysis are correlated by an independent agency that distributes statistical analysis and a summary report to all participants. Completed exchange program samples can be used for control standards as required in QA/QC sections of standard analytical procedures.

The Nutrien Pilot Plant is secured in the same way as modern office buildings are secured. Authorized personnel have access and visitors are accompanied by staff. No special security measures are taken beyond that. Currently, no external laboratory certification is held by the Nutrien Pilot Plant. On occasion, product quality check samples are sent to the Saskatchewan Research Council, a fully certified analytical facility.

In the opinion of the authors of the Technical Reports, the sample preparation, security, and analytical procedures are acceptable, are consistent with industry- standard practices, and are adequate for Mineral Resource and Reserve estimation purposes.

Assay Data Verification

The original 1950s, 1960s, and 1970s drillhole assays were studied by independent consultants chosen by the well licensee or potash operator at the time. Original assay results for core samples from historical drillholes were taken as accurate in these studies as there is no way to reliably reanalyze these samples. Most of the remaining core in storage have long since deteriorated to the point where they are not usable. More recent drillhole assay results have been analyzed by Company staff.

Ore grades of in-mine samples are measured in-house at the Allan, Cory, Lanigan, Rocanville and Vanscoy mines laboratory by Company staff using modern, standard chemical analysis tools and procedures; an independent agency does not verify these results. However, check sampling through the CPSEP does occur.

It should be noted that assay results from historical drillholes match in-mine sample results reasonably well – within 1% – even though drillhole sample spacing is much greater. This correlation is further validation of the in-mine sampling methodology. Mean mineral grade determined from in-mine samples taken over decades of mining at Allan, Cory, Lanigan, Rocanville and Vanscoy is thought to provide the most accurate measurement of potash grade for these mines, also providing a good basis for estimating ore grade in areas of future mining.

Exploration Data Verification

The purpose of any mineral exploration program is to determine extent, continuity, and grade of mineralization to a certain level of confidence and accuracy. Assay of physical samples (drillhole cores and/or in-mine samples) is the only way to gain information about mineral grade, but extent and continuity of mineralization are correctly determined using data collected from seismic surveys correlated with historic drilling information. To date surface seismic data collected at our mines have been analysed and verified by Company staff, at times in cooperation with an independent consultant.

Data for the mineral resource and reserve estimates for Allan, Cory, Lanigan, Rocanville and Vanscoy mines were verified by Company staff as follows:

 

 

Review of potash assay sample information (drillholes and in-mine grade samples);

 

Review of surface geophysical exploration results (3D and 2D seismic data);

 

53


 

Crosscheck of mined tonnages reported by mine site technical staff with tonnages estimated from mine survey information; and

 

Crosscheck of mineral resource and reserve calculations carried out by corporate technical staff.

In the opinion of the authors of the Technical Reports, this approach to data verification of potash mineral grade and surface seismic information is in accordance with generally accepted industry practice for areas adjacent and contiguous to an existing operating potash mine.

Potash Ore Density from In-Mine Mineral Grade Measurements

An estimate of in-situ rock density is used to calculate potash mineralization volumes in Mineral Resource and Reserve assessments. A common approach, and the one used by Nutrien, is to determine in-place Mineral Resource and Reserve volumes (m3), then multiply this number by in-situ bulk-rock density (tonnes / m3) to give in-place Mineral Resource and Reserve tonnes.

Well-log data from drillholes can be used to calculate bulk density if accurate and calibrated well-logs are acquired during exploration drilling. In practical terms, modern well-logs tend to meet these criteria, but historic well-logs (collected before the 1990s) do not. In Saskatchewan, almost all potash exploration drilling took place in the 1950s and 1960s, well before density logs were accurate and reliable.

Another approach, and the one used by Nutrien, is to look up density values for the minerals which constitute potash rock – values determined in a laboratory to a high degree of accuracy and published in reliable scientific journals / textbooks – then apply these densities to the bulk rock. Given that the density of each pure mineral is quantified and known, the only variable is what proportion of each mineral makes up the bulk rock. An obvious benefit of this approach is that a mean value computed on in-mine samples has a much greater confidence interval than a mean value computed from just a few drillhole assays.

The four main mineralogical components of the ore zones of Saskatchewan’s Prairie Evaporite Formation with their respective mineral densities are:

 

           Mineral    Density (kg / m3)    Components
  Halite    2,170    NaCl
  Sylvite    1,990    KCl
  Carnallite    1,600    KMgCl3 · 6(H2O)
  Insolubles    2,510 – 2,870   

Anhydrite, dolomite, quartz, muscovite, and other minor mineral

components (Nutrien Pilot Plant, 2018)

All Nutrien potash mines measure and record the in-mine % K2O grade and insoluble content of the mined rock. Magnesium content is only measured at Lanigan and Rocanville since carnallite is sometimes a component of the ore at these two mines. From this set of measurements, density of the ore can be calculated.

The value for insoluble density is based on known densities of the constituent parts of the insoluble components of the mineralization and the average occurrence of these insoluble components, which is known from over 50 years of mining experience at each of our operations. Assuming the lowest plausible density of insolubles known for Saskatchewan potash deposits of this nature, the effect upon overall bulk-rock ore density and Mineral Resource and Reserve calculations would be negligible.

From thousands of samples taken at Allan, bulk density for the Allan A Zone has been determined to be:

= (halite density * % halite) + (sylvite density * % sylvite) + (insolubles density * % insolubles)

= (2,170 kg / m3 * 58.1%) + (1,990 kg / m3 * 39.3%) + (2,510 kg / m3 * 2.7%)

= 2,116 kg / m3

RHObulk-rock (Allan A Zone) = 2,110 kg / m3 = 2.11 tonnes / m3

From thousands of in-mine samples taken at Vanscoy, bulk density for the Vanscoy A Zone has been determined to be:

= (halite density * % halite) + (sylvite density * % sylvite) + (insolubles density * % insolubles)

= (2,170 kg / m3 * 57.3%) + (1,990 kg / m3 * 38.3%) + (2,510 kg / m3 * 4.4%)

= 2,110 kg / m3

RHObulk-rock (Vanscoy A Zone) = 2,116 kg / m3 = 2.12 tonnes / m3

 

54


Historical Cory in-mine mineral grade analyses did not include measurements of the insoluble content, so potash bulk-rock density is calculated using thousands of in-mine samples from the adjacent Vanscoy A Zone.

RHObulk-rock (Cory A Zone) = RHObulk-rock (Vanscoy A Zone) = 2,116 kg / m3 = 2.12 tonnes / m3

From thousands of in-mine samples taken at Lanigan, bulk density for the Lanigan A Zone has been determined to be:

= (halite density * % halite) + (sylvite density * % sylvite) + (insolubles density * % insolubles) + (carnallite density * % carnallite)

= (2,170 kg / m3 * 54.64%) + (1,990 kg / m3 * 38.21%) + (2,510 kg / m3 * 6.12%) + (1,600 kg / m3 * 1.03%)

= 2,138 kg / m3

RHObulk-rock (Lanigan A Zone) = 2,138 kg / m3 = 2.14 tonnes / m3

From thousands of in-mine samples taken at Lanigan, bulk density for the Lanigan B Zone has been determined to be:

= (halite density * % halite) + (sylvite density * % sylvite) + (insolubles density * % insolubles)

= (2,170 kg / m3 * 59.45%) + (1,990 kg / m3 * 30.77%) + (2,870 kg / m3 * 4.84%) + (1,600 kg / m3 * 4.94%)

= 2,120 kg / m3

RHObulk-rock (Lanigan B Zone) = 2,120 kg / m3 = 2.12 tonnes / m3

To date, not enough B Zone mining has been carried out at Allan, Cory and Vanscoy to permit a bulk density calculation based on in-mine grade samples. If further test mining of the B Zone at these mines are conducted in future, there may be enough samples with all constituent minerals measured to warrant a change from what is reported. It is expected that any such change would have only a minimal effect on bulk-rock density used in tonnage calculations. Instead, we use the potash bulk-rock density calculated using thousands of in-mine grade samples from Lanigan B Zone:

RHObulk-rock (Allan, Cory, Vanscoy B Zone) = RHObulk-rock (Lanigan B Zone) = 2,120 kg / m3 = 2.12 tonnes / m3

This estimate is considered acceptable since the B Zone at Allan, Cory and Vanscoy are the same potash seam as the Lanigan B Zone.

From thousands of in-mine samples taken at Rocanville, bulk density has been determined to be:

= (halite density * % halite) + (sylvite density * % sylvite) + (insolubles density * % insolubles) + (carnallite density * % carnallite)

= (2,170 kg / m3 * 57.5%) + (1,990 kg / m3 * 35.4%) + (2,790 kg / m3 * 1.0%) + (1,600 kg / m3 * 6.1%)

= 2,078 kg / m3

RHObulk-rock (Rocanville) = 2,078 kg / m3 = 2.08 tonnes / m3

This method is as accurate as the ore grade measurements and mineral density estimates.

 

vii)

Mineral Resource and Mineral Reserve Estimates

Definitions of Mineral Resource

The Canadian Institute of Mining and Metallurgy and Petroleum (“CIM”) has defined mineral resource in The CIM Definition Standards for Mineral Resources and Reserves (2014) as:

 

  1.

Inferred Mineral Resource: that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity.

 

  2.

Indicated Mineral Resource: that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade quality continuity between points of observation.

 

  3.

Measured Mineral Resource: that part of a mineral resource for which quantity, grade or quality, densities, shape, and

 

55


 

physical characteristics are estimated with confidence sufficient to allow the application of modifying factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation.

CIM defines Modifying Factors as “considerations used to convert mineral resources into mineral reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors.”

In south-central Saskatchewan, where geological correlations are straightforward, and within a (potash) subsurface mineral lease at an operating potash mine, mineral resource categories are generally characterized by the Company as follows:

 

  1.

Inferred Mineral Resource: areas of limited exploration, such as areas that have been investigated through regional geological studies, or areas with 2D regional surface seismic coverage, little or no drilling, at some distance from underground workings, and within the applicable Crown lease.

 

  2.

Indicated Mineral Resource: areas of adequate exploration, such as areas with 3D surface seismic coverage, little or no drilling, at some distance from underground workings, and within the applicable Crown lease.

 

  3.

Measured Mineral Resource: areas of detailed, physical exploration through actual drilling or mine sampling, near existing underground workings, and within the applicable Crown lease.

Exploration information used to calculate reported Mineral Resource tonnages at each of our operations consist of both physical sampling (drillhole and in-mine) and surface seismic (2D and 3D). Based on the definitions and guidelines above, all mineral rights leased or owned by the Company, and within respective Crown Lease, are assigned to one of the three mineral resource categories. Mineral resources are reported as mineralization in-place and are exclusive of Mineral reserves.

The tonnage reported in the A Zone Measured Resource (Allan, Cory, Lanigan, and Vanscoy) is comprised of the potash that is within 1.6 km (1 mile) of a physically sampled location (i.e., drillholes or mine workings). Likewise, the tonnage reported in the Lanigan B Zone and Rocanville Measured Resource is comprised of the potash that is within 1.6 km (1 mile) of a physically sampled location (i.e. drillholes or mine workings). Also included as Measured Resource is the potash in the pillars of mined-out areas as there is the possibility of retrieving ore from the remnant mining pillars at some point in the future. An example of this is the Patience Lake mine which was successfully converted from a conventional mine to a solution mine after being lost to flooding in 1989. Since mining of remnant mining pillars is not anticipated in the near future at the Nutrien mines, in-place pillar mineralization remains as a Mineral Resource rather than a Mineral Reserve at this time.

Mineral Resource for each mine is updated when the corresponding NI43-101 Technical Report is issued. In between Technical Reports, it remains unchanged. Mineral resources are reported as mineralization in-place and are exclusive of mineral reserves. In-place tonnes were calculated for each of the Nutrien mine mineral resource categories using the following parameters.

Parameters used for Computing Resource and Reserve

 

                     Mine                    Mining Height   

Ore Density

(tonnes / meter3)

    
Allan   

        A Zone    

        B Zone    

   3.35 meters (11 feet)    2.11   
   3.35 meters (11 feet)    2.12   
Cory   

        A Zone    

        B Zone    

   3.35 meters (11 feet)    2.12   
   3.35 meters (11 feet)    2.12   
    Lanigan   

        A Zone    

        B Zone    

   3.66 meters (12 feet)    2.14   
   4.88 meters (16 feet)    2.12   
Rocanville            2.51 meters (8.25 feet)    2.08   
    Vanscoy   

A Zone

B Zone

   3.35 meters (11 feet)    2.12   
   3.35 meters (11 feet)    2.12   

 

56


The mineral resource per the corresponding Technical Reports are as follows.

Inferred, Indicated and Measured Mineral Resource

 

Mine   

Inferred Mineral  
Resource  

(millions of tonnes)  

  

Indicated Mineral  
Resource  

(millions of tonnes)  

  

Measured Mineral  
Resource  

(millions of tonnes)  

  

Total Mineral    
Resource    

(millions of tonnes)    

   
Allan       

    A Zone  

    B Zone  

   1,164        2,333        2,533        5,078        1,183        2,890        10,301      
   1,169        2,545        1,707    
Cory       

    A Zone  

    B Zone  

   1,284        2,570        612        1,225        1,056        2,452        6,247      
   1,286        613        1,396    
Lanigan       

    A Zone  

    B Zone  

   348        808        1,458        3,384        2,299        5,211        9,403      
   460        1,926        2,912    
Rocanville      902        1,575        2,017        4,494      
Vanscoy       

    A Zone  

    B Zone  

   932        1,865        1,850        3,703        1,975        4,644        10,212      
   933        1,853        2,669    

Definitions of Mineral Reserve

CIM defined mineral reserve in The CIM Definition Standards for Mineral Resources and Reserves (2014) as:

 

  1.

Probable Mineral Reserve: the economically mineable part of an indicated, and in some circumstance, a measured, mineral resource. The confidence in the modifying factors applying to a probable mineral reserve is lower than that applying to a proven mineral reserve.

 

  2.

Proven Mineral Reserve: the economically mineable part of a measured mineral resource. A proven mineral reserve implies a high degree of confidence in the modifying factors.

CIM defines Modifying Factors as “considerations used to convert Mineral Resources into Mineral Reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors.”

For Saskatchewan, in regions adjacent and contiguous to an operating potash mine and within a (potash) subsurface mineral lease, mineral reserve categories are characterized by the Company as follows:

 

  1.

Probable Mineral Reserve: identified recoverable potash mineralization classified as a measured resource, within a 1.6 km (1 mile) radius of a sampled mine entry or exploration drillhole contiguous to mine workings, and within the applicable Crown lease.

 

  2.

Proven Mineral Reserve: identified recoverable potash mineralization classified as a measured resource, delineated on at least three sides by sampled mined entries or exploration drillholes to a maximum of 3.2 km (2 miles) apart, and within the applicable Crown lease.

Using the definitions outlined above, a portion of the Allan, Cory, Lanigan, and Vanscoy A Zone Measured Resource has been converted to Mineral Reserve. Likewise, a portion of the Lanigan B Zone Measured Resource and a portion of the Rocanville Measured Resource has been converted to Mineral Reserve. The assigned Mineral Reserve category is dependent on proximity to sampled mined entries also described above. An overall extraction ratio for each of the mines has been applied to the qualifying areas outlined as Measured Resource.

Currently at Allan, Cory, Lanigan, and Vanscoy where there are two potash ore zones, in any specific mining block, only one of the two ore zones is mined (i.e., bi-level mining is not in practice). As such, Mineral Reserve is assigned only to the ore zone that will be mined in the future so that A Zone Mineral Reserve and B Zone Mineral Reserve do not overlap. At Allan, Cory, and Vanscoy, and certain portions of Lanigan, the B Zone potash mineralization directly underlying the defined A Zone Mineral Reserve is classified as B Zone Measured Resource. In the same way, because mining occurs in both zones at Lanigan, certain portions of the A Zone potash mineralization directly underlying the defined B Zone Mineral Reserve is classified as A Zone Measured Resource.

Since an extraction ratio has been applied to each of these Mineral Reserve categories, Mineral Reserves are considered

 

57


recoverable ore, and are reported as such. Note that only drillholes whose 1.6 km radii are contiguous to mine workings or the 1.6 km radius placed around mine workings are used to compute probable mineral reserve. The remaining non-contiguous drillholes remain in the measured resource category.

Mineral Reserve for each mine is updated when the corresponding NI43-101 Technical Report is issued. In between Technical Reports, annual production tonnages are subtracted from the Proven Mineral Reserve. The mineral reserves as of December 31, 2021 are as follows.

Probable and Proven Mineral Reserve

 

Mine   

        Probable Mineral Reserve        

(millions of tonnes)

  

        Proven Mineral Reserve        

(millions of tonnes)

  

        Total Mineral Reserve        

(millions of tonnes)

Allan

   A Zone    

B Zone    

   244

Nil

   244    107

Nil

   107    351

Cory

   A Zone    

B Zone    

   141

Nil

   141    67

Nil

   67    208

Lanigan

   A Zone    

B Zone    

   194

238

   432    52

82

   134    566

Rocanville

   293    189    483

Vanscoy

   A Zone    

B Zone    

   326

Nil

   326    180

Nil

   180    506

 

viii)

Capital and Operating Costs

The Allan, Cory and Lanigan mines have been in operation since 1968, the Vanscoy mine has been in operation since 1969, and the Rocanville mine has been in operation since 1970. Since then, capital expenditures were made on a regular and ongoing basis to sustain production and to expand production from time to time. All construction was carried out without significant disruption to existing potash production from the sites.

Major Refurbishment and Expansion

 

Mine   

Year of Major

        Refurbishment and        

Expansion

   Increase in Nameplate
        Capacity of Finished Potash        
Products Per Year
   Description of Work Completed

Allan

   2013    4.0 million tonnes    Enhancement of hoists and shaft conveyances, major
expansions of both mine and mill, improvements to
loadout facilities and some infrastructure
improvements.

Cory

   2013    3.0 million tonnes    Increased hoist capacity, infrastructure
improvements, major expansions of mine and mill,
and improvements to loadout facilities.

Lanigan

   2005 - 2010    3.8 million tonnes    Mill rehabilitation, mine expansion and hoist
improvement projects

Rocanville

   2013 - 2017    6.5 million tonnes    Construction of a third shaft, enhancement of hoists
and shaft conveyances, major expansions of both
mine and mill, improvements to loadout facilities and
some infrastructure improvements.

Vanscoy

   2015    3.0 million tonnes    Increased hoist capacity, infrastructure
improvements, major expansions of mine, mill, and
TMA.

 

ix)

Exploration, Development and Production

Potash production in any given year at our potash mines is a function of many variables, so actual production in any given year can vary dramatically from tonnages produced in previous years. The mineral reserve tonnage and historic average production are used to estimate remaining mine life. The table below summarizes mine life for each Nutrien site from December 31, 2021, assuming the average mining rate seen over the past three years (potash ore mined and hoisted per year) is sustained, and that the mineral reserves remain unchanged.

 

58


Mine Life Summary from December 31st, 2021

 

Mine           Average Yearly Mining Rate                    Mineral Reserve (Total)             Mine Life

Allan

  7.249 million tonnes   351    48 years

Cory

  4.607 million tonnes   208    45 years

Lanigan

  7.447 million tonnes   566   

A Zone: 33 years

B Zone: 43 years

Rocanville

  16.541 million tonnes   483    29 years

Vanscoy

  2.859 million tonnes   506    177 years

 

x)

Mining Operations

All conventional potash mines in Saskatchewan operate at 900 m to 1,200 m below surface within 9 m to 30 m of the top of the Prairie Evaporite Formation. Over the scale of any typical Saskatchewan potash mine, potash beds are tabular and regionally flat- lying, with only moderate local variations in dip. Potash ore is mined using conventional mining methods, whereby:

 

 

Shafts are sunk to the potash ore body;

 

 

Continuous mining machines cut out the ore, which is hoisted to surface through the production shaft;

 

 

Raw potash is processed and concentrated in a mill on surface; and

 

 

Concentrated finished potash products (near-pure KCl) are sold and shipped to markets in North America and offshore.

At Allan, Cory, Lanigan and Vanscoy (the Saskatoon area mines), sinking of the two original shafts (production and ventilation shafts) from surface to the potash zone was completed in early 1968, and the first potash ore was hoisted that year. The two original Rocanville shafts were completed in 1970. The mines have run on a continuous basis other than short-term shutdowns taken for inventory management purposes, occasional plant maintenance and construction work, or other outages that are typical for operations of this nature. The exception to this was Vanscoy where a major inflow in 1970 halted production for two years (described in technical report).

At Allan, Cory, Lanigan and Vanscoy, the A Zone of the Patience Lake Member is mined. Additionally, at Lanigan both the A Zone and the B Zone are mined. The seams are separated by approximately 4 m to 6 m of tabular salt. Currently, in any specific mining block at Lanigan, only one zone is mined (i.e., bi-level mining is not in practice). Per the Technical Reports, mine elevations in the A Zone range from 940 m to 1,120 m at the Saskatoon area mines. These depths to A Zone potash mineralization are anticipated over most of the lease area for these mines. Mine workings are protected from aquifers in overlying formations by approximately 12 m of overlying salt and potash beds at Allan, Cory and Vanscoy, and by approximately 7 m (A Zone) to 14 m (B Zone) at Lanigan. Furthermore, the salt plugged porosity in the Dawson Bay Formation, a carbonate layer lying immediately above potash hosting salt beds at these mines provides further protection from overlying aquifers.

Virtually all Rocanville underground mining rooms are in the Esterhazy Member the Prairie Evaporite Formation. Per the Rocanville Technical Report, mine elevations range from approximately 895 m to 1,040 m. Within the Rocanville Crown Lease, depths to the top of the ore zone can reach up 1,250 m (the deepest potash exploration drillhole) but are expected to be shallower than 1,200 m over most of the lease area. Mine workings are protected from aquifers in overlying formations by approximately 30 m of overlying salt and potash beds, along with salt plugged porosity in the Lower Dawson Bay Formation, a carbonate layer lying immediately above potash hosting salt beds.

The highest mineral grade section at the Saskatoon area mines A Zone potash seam is approximately 3.35 m (11 feet) thick, with gradations to lower grade salts immediately above and below the mining horizon. The actual mining thickness at these mines are dictated by the height of continuous boring machines used to cut the ore which is typically either 3.35 m (11 feet) or 3.66 m (12 feet) (as described in the Technical Reports). The thickness of the B Zone mining horizon at Lanigan varies somewhat and there is some flexibility in the thickness of the potash ore that is extracted there. Production mining machines have a fixed mining height of 2.74 m (9 feet). In a normal production room ore is extracted in two lifts resulting in a mining height of approximately 4.88 m (16 feet).

Carnallite sometimes occurs in minor amounts in the basal part of the B Zone. Carnallite is an undesirable mill feed material. It is common at Lanigan to find carnallite in pod-like deposits and the larger pods can be mapped with seismic and avoided. If more than minor amounts of carnallite are detected in the floor, through physical sampling or with Ground Penetrating Radar, after the first lift of a production room in the B Zone, it is left in the floor (i.e. a second lift is not cut). In these instances, the B Zone mining height is just 2.74 m (9’). Carnallite is found in trace amounts in the A Zone; however, due to its low occurrence, mining practices remain unchanged when it is encountered.

 

59


The highest mineral grade section of the Rocanville potash seam is approximately 2.3 m (7.5 feet) thick, with gradations to lower grade sylvinite salts immediately above and below the mining horizon. The actual mining thickness at Rocanville is also dependent on the boring machine heights there, being either 2.44 m (8 feet) or 2.51 m (8.25 feet). Mining machines at Rocanville use potassium sensing technology to ensure that rooms are always cut in the best available potash ore.

All mines in the Saskatoon area, cuts to a marker (clay) seam that is slightly above the high-grade mineralized zone to establish a safe and stable mine roof. The top marker seam is slightly overcut by 10 to 20 cm. Clay seams are often planes of weakness, and if they are undercut, material immediately below the clay seam becomes a hazard as it may separate and fall. Since the hazard must be remediated prior to proceeding, thus slowing production, the moderately diluted mineral grade that results from the overcutting is preferable from a safety point of view.

Conservative local extraction ratios (never exceeding 45% in any mining block) are employed at all Saskatchewan mines in order to minimize potential detrimental effects of mining on overlying strata; this is common practice in flat-lying, tabular ore bodies overlain by water-bearing layers.

From the shaft-bottom, potash ore is hoisted approximately 1,000 m from the potash level through the vertical shafts to a surface mill. In addition to hoisting potash ore to surface, the production shaft also provides fresh air ventilation to the mine and serves as a secondary egress. The service shaft is used for service access, and exhaust ventilation from the mine.

 

xi)

Environmental Studies, Permitting and Compliance Activities

The tailings management strategy at all Nutrien potash mines in Saskatchewan, is one of sequestering solid mine tailings in an engineered and provincially licensed Tailing Management Area (TMA) near the surface plant site. Emissions to air consisting primarily of particulate matter are kept below regulatory limits through various modern air pollution abatement systems (e.g. dust collection systems built into mill processes) that are provincially licensed. This same procedure is followed at all of our mines in Saskatchewan.

In Saskatchewan, all potash tailings management activities are carried out under an “Approval to Operate” granted by the Saskatchewan Ministry of Environment (MOE), the provincial regulator. Staff at the mines actively monitor and inspect operations and routinely report the observations and measurements to the Environmental Protection Branch of MOE. The current Approval to Operate for our mines has been granted to July 1, 2028, the renewal date.

In terms of long-term decommissioning, environmental regulations of the Province of Saskatchewan require that all operating potash mines in Saskatchewan create a long-term decommissioning and reclamation plan that will ensure all surface facilities are removed, and the site is left in a chemically and physically stable condition once mine operations are complete. The Company has conducted numerous studies of this topic, and the most recent decommissioning and reclamation plan was approved by MOE technical staff in October 2016. Because the current expected mine life for the sites is many decades into the future, it is not meaningful to come up with detailed engineering designs for decommissioning annually. Instead, decommissioning plans are reviewed every five years, and updated to accommodate new concepts, technological change, incorporation of new data, and adjustments of production forecasts and cost estimates. Any updated decommissioning and reclamation reports generated by this process are submitted to provincial regulatory agencies. A revised decommissioning and reclamation plan was submitted for MOE review in July 2021.

In addition to the long-term decommissioning plan, provincial regulations require that every potash producing company in Saskatchewan set up an Environmental Financial Assurance Fund, which is to be held in trust for the decommissioning, restoration and rehabilitation of the plant site after mining is complete. This fund is for all mines we operate in the Province of Saskatchewan (i.e. Allan, Cory, Lanigan, Patience Lake, Rocanville, and Vanscoy).

 

xii)

Taxes Relating to Potash Operations

Royalties are paid to the Province of Saskatchewan in connection with the Company’s Potash operations, which holds most of the mineral rights in the lease areas, and royalties from Freehold lands are paid to various freeholders of mineral rights in the area. The Crown royalty rate is 3 percent and is governed by The Subsurface Mineral Royalty Regulations, 2017. The actual amount paid is dependent on selling price and production tonnes.

Municipal taxes are paid based on site property values to the applicable municipality in Saskatchewan. Saskatchewan potash production is taxed at the provincial level under The Mineral Taxation Act, 1983. This tax, governed by The Potash Production Tax Regulations, consists of a base payment and a profit tax, collectively known as the potash production tax. As a resource corporation in the Province of Saskatchewan, the Company is also subject to a resource surcharge equal to a percentage of the value of its resource sales (as defined in The Corporation Capital Tax Act of Saskatchewan). In addition to this, the Company pays federal and provincial income taxes based on corporate profits from all of its operations in Canada.

 

60


b) Allan Potash Operations

 

i)

Project Description, Location and Access

General

The Allan mine is located in central Saskatchewan, approximately 45 kilometers east of the city of Saskatoon, Saskatchewan. The Legal Land Description (Saskatchewan Township/Range) of the Allan surface plant is Section 22 Township 34 Range 01 West of 3rd Meridian. More precisely, the Allan Shaft #2 collar is located at:

 

 

Latitude: 51 degrees 55 minutes 55.56 seconds North

 

 

Longitude: 106 degrees 04 minutes 18.84 seconds West

 

 

Elevation: 524.26 meters above mean Sea Level (SL)

 

 

Easting: 426,303.225 m

 

 

Northing: 5,754,028.978 m

 

 

Projection: UTM

 

 

Datum: NAD83

 

 

Zone: 13

The Company owns approximately 3,404 hectares (8,411 acres) of surface rights required for current Allan mine operations, including all areas covered by the existing surface plant and TMA, and all surface lands required for anticipated future Allan mine and expanded milling operations.

Besides the proximity to Saskatoon, the Allan mine is served by a number of villages within 50 kilometers of the mine site. Allan is situated near the northern extent of the Great Plains of North America. Topography is relatively flat, with gently rolling hills and occasional valleys. There are no rivers or other major watercourse channels near the Allan mine site.

Mineral Rights

The original Allan Crown Subsurface Mineral Lease, numbered KL 112, was entered into in September 1962. In the following years, minor amendments were made to the Lease, resulting in Crown Subsurface Mineral Lease KL 112R. In October 2017, a large area of land was added to the Lease resulting in Crown Subsurface Mineral Lease KL 112R A. In January 2020, an additional area of land was added to KL 112R A, resulting in Crown Subsurface Mineral Lease KL 112R B (the “Allan Crown Lease”) which covers an area of approximately 80,950 hectares (200,032 acres).

Per the Allan Technical report, the Company has leased potash mineral rights for 50,688 hectares (125,253 acres) of Crown Land and owns or has leased approximately 26,298 hectares (64,984 acres) of Freehold Land within the lease boundary. The Allan Crown Lease term is for a period of 21 years from September 2004, with renewals (at the Company’s option) for 21-year periods. Freehold Lands also remain under lease providing, generally, that production is continuing and that there is a continuation of the Crown Lease.

Within the Allan Crown Lease area, 19,183 hectares (47,403 acres) are mined pursuant to unitization agreements with mineral rights holders (Crown and Freehold) within two unitized areas.

 

ii)

Sampling Preparation, Analyses and Security

Mean Potash Mineral Grade From In-Mine Samples

At Allan, in-mine grade samples are taken by collecting fine “muck” from the floor of the mine approximately once per week per active mining face. This is roughly equivalent to a sample taken every 68 m to 74 m in production panels, and a sample taken every 85 m to 128 m in development panels. Per the Allan Technical Report, in-mine potash mineral grade samples collected from the Allan A Zone were analysed in the Allan mill laboratory using analysis techniques that were up to date for the era in which the sample was collected.

The median ore grade for this family of in-mine samples is 25.4% K2O equivalent and the mean ore grade is 24.7%.

Per the Allan Technical Report, the B Zone mineral grade at Allan is reported to be 20.2% K2O equivalent, the grade observed from the in-mine samples at the Lanigan mine where the B Zone has been extensively mined. Even though Allan mine is some distance from Lanigan, this is considered to be the best estimate of expected mineral grade for this potash layer because the

 

61


deposit is known to be regionally continuous from west of Vanscoy to east of Lanigan. Although it is possible that once mining proceeds into the B Zone the reported grade could change from what is reported, it is expected that any such change would be minimal.

 

iii)

Mineral Processing and Metallurgical Testing

Since opening in 1968, 171.984 million tonnes of potash ore have been mined and hoisted at Allan to produce 60.700 million tonnes of finished potash products. Given this level of sustained production for over several decades, basic mineralogical processing and prospective metallurgical testing of Allan potash is not considered relevant.

 

iv)

Mining Operations

In recent years, the Allan mine underwent a major expansion which brought the nameplate capacity up to 4.0 million tonnes of finished potash products per year. In 2021, operational capability at the Allan facility was 3.0 million tonnes per year. Operational capability may vary during the year and year-to-year including as between our potash operations.

The life of mine concentration ratio (raw-ore/finished potash products) is 2.83 and the overall extraction ratio over this period is 33%.

 

v)

Processing and Recovery Operations

At Allan, potash ore has been mined and concentrated to produce saleable quantities of high grade finished potash products since 1968. Raw potash ore is processed on surface and concentrated finished potash products (near-pure KCl) are sold and shipped to markets in North America and offshore.

Over the past three years, production of finished potash products at Allan was:

 

 

2019: 2.178 million tonnes finished potash products at 61.20% K2O (average grade)

 

 

2020: 2.792 million tonnes finished potash products at 61.20% K2O (average grade)

 

 

2021: 2.781 million tonnes finished potash products at 61.17% K2O (average grade)

Over the past decade actual mill recovery rates have been between 83.1% and 87.0%, averaging 85.9%. Given the long-term experience with potash geology and actual mill recovery at Allan, no fundamental potash milling problems are anticipated in the foreseeable future.

Quality control testing and monitoring geared towards fine-tuning and optimizing potash milling and concentrating processes are conducted on a continual basis at all our mine sites and research facilities. At Allan, this is no exception; test work to optimize circuit performance and ensure product quality is carried out on an ongoing basis.

 

vi)

Infrastructure, Permitting and Compliance Activities

Project Infrastructure

Infrastructure is in place to meet current and projected requirements for transportation, energy (electricity and natural gas), water and process materials at Allan.

Surface facilities are accessed by existing paved roads and highways that are part of the Saskatchewan Provincial Highway System. All finished potash products are shipped by rail over existing track.

At present, high-voltage power capacity at Allan is 44 MVA. The ten-year projection of power utilization indicates that the utility can meet all foreseeable future demand.

The Allan operation requires a sustained fresh water supply for the milling process which is provided from a local reservoir called the Bradwell Reservoir operated by SaskWater (approximately 6 km distant). This water supply provides a sustainable source of process water for Allan milling operations with no known impact on other users of water in the area.

 

62


Environmental Studies, Permitting and Compliance Activities

The Allan TMA currently covers an area of approximately 600 hectares (1,483 acres) of land owned by the Company. Solid potash mine tailings typically consist of 85% to 95% rock salt (NaCl) and 5% to 15% insoluble (carbonate mud = CaCO3, anhydrite mud = CaSO4, and clays like chlorite, illite and so on). An engineered slurry-wall (in some portions, a compacted earth trench barrier) has been constructed where required around approximately half of the Allan TMA. In future years this wall can be expanded if required for operational needs. The slurry- wall provides secondary containment for any saline mine waters, minimizing brine impacts from the TMA to surrounding surface water bodies and near-surface aquifers. Areas surrounding the TMA are closely monitored: this includes everything from daily visual perimeter inspections to annual investigations and inspections of surrounding groundwater and aquifers.

Allan currently operates two brine disposal wells near the surface plant of the Allan mine where clear salt brine (i.e., no silt, clay slimes, or other waste) is borehole injected into the Winnipeg / Deadwood Formations, deep subsurface aquifers approximately 1,500 m to 1,700 m below the surface. The disposal wells are provincially licensed and formation water in these extensive deep aquifers is naturally saline.

c) Cory Potash Operations

 

i)

Project Description, Location and Access

General

The Cory mine is located in central Saskatchewan, approximately 7 kilometers west of the city of Saskatoon, Saskatchewan. The Legal Land Description (Saskatchewan Township/Range) of the Cory surface operation is Section 18 Township 36 Range 06 West of 3rd Meridian. More precisely, the Cory service shaft collar is located at:

 

 

Latitude: 52 degrees 05 minutes 30.15 seconds North

 

 

Longitude: 106 degrees 51 minutes 16.32 seconds West

 

 

Elevation: 503 meters above mean SL

 

 

Easting: 372,951 m

 

 

Northing: 5,772,861 m

 

 

Projection: UTM

 

 

Datum: NAD83

 

 

Zone: 13

The Company owns approximately 2,109 hectares (5,212 acres) of surface rights required for current Cory mine operations, including all areas covered by the existing surface plant and TMA, and all surface lands required for anticipated future Cory mine and expanded milling operations.

Besides the proximity to Saskatoon, the Cory mine is served by a number of villages within 50 kilometers of the mine site. Cory is situated near the northern extent of the Great Plains of North America. Topography is relatively flat, with gently rolling hills and occasional valleys. The Cory surface plant lies approximately 10 km northwest of the South Saskatchewan River, a major continental drainage channel.

Mineral Rights

The original Cory Crown Subsurface Mineral Lease, numbered KL 103, was signed and executed in September 1962. In the following years, minor amendments were made to the Lease, resulting in Crown Subsurface Mineral Lease KL 103B. In December 2020, inaccessible land in the northern part of Nutrien’s adjacent Vanscoy Crown Lease were transferred into the Cory Crown Subsurface Mineral Lease KL 103C (the “Cory Crown Lease”) where they could be developed, KL 103C covers an area of approximately 51,438 hectares (127,107 acres).

Per the Cory Technical Report, the Company has leased potash mineral rights for 28,507 hectares (70,412 acres) of Crown Land and owns or has leased approximately 18,351 hectares (45,346 acres) of Freehold Land within the lease boundary. The Cory Crown Lease term is for a period of 21 years from September 15, 2004, with renewals (at the Company’s option) for 21-year periods. Freehold Lands also remain under lease providing, generally, that production is continuing and that there is a continuation of the Crown Lease.

Within the Cory Crown Lease area, 29,772 hectares (73,569 acres) are mined pursuant to a unitization agreement with mineral rights holders (Crown and Freehold) within one unitized area.

 

63


ii)

Sampling Preparation, Analyses and Security

Mean Potash Mineral Grade From In-Mine Samples

It has been the practice at Cory for the past several years to acquire two in-mine grade samples at the start of every cutting sequence and is done by collecting fine “muck” from the floor of the mine. The sampling frequency is equivalent to two samples taken approximately every 25 m in production panels, and two samples taken approximately every 50 m in development panels. In-mine grade sampling practices at Cory have varied over the years resulting in an irregular sample set. It is the belief of the authors that the average grade reported from these in-mine samples will become increasingly representative of Cory A Zone potash mineralization as standardized sampling continues. It will also lead to a normalized data distribution. At Cory, mill feed grade data collected over the years suggests a higher average grade than is found in the in-mine sample set.

Per the Cory Technical Report, in-mine potash mineral grade samples collected from the Cory A Zone were analysed in the Cory mill laboratory using analysis techniques that were up to date for the era in which the sample was collected.

The median ore grade for this family of in-mine samples is 23.0% K2O equivalent and the mean ore grade is 21.9%.

Per the Cory Technical Report, the B Zone mineral grade at Cory is reported to be 20.3% K2O equivalent, which is the grade observed from 20,030 in-mine samples at the Lanigan mine where the B Zone has been extensively mined. Even though Cory mine is some distance from Lanigan, this is considered to be the best estimate of expected mineral grade for this potash layer because the deposit is known to be regionally continuous from west of Vanscoy to east of Lanigan. Although it is possible that once mining proceeds into the B Zone the reported grade could change from what is reported, it is expected that any such change would be minimal.

 

iii)

Mineral Processing and Metallurgical Testing

Since opening in 1968, 129.276 million tonnes of potash ore have been mined and hoisted to produce 40.440 million tonnes of finished potash products. Given this level of sustained production over several decades, basic mineralogical processing and prospective metallurgical testing of Cory potash is not considered relevant.

 

iv)

Mining Operations

In recent years, the Cory mine underwent a major expansion which brought the nameplate capacity up to 3.0 million tonnes of finished potash products per year. In 2021, operational capability at the Cory facility was 1.8 million tonnes per year. Operational capability may vary during the year and year-to-year including as between our potash operations.

The life-of-mine concentration ratio (raw ore / finished potash products) is 3.20 and the overall extraction ratio over this period is 27%.

 

v)

Processing and Recovery Operations

At Cory, potash ore has been mined and concentrated to produce saleable quantities of high grade finished potash products since 1968. Raw potash ore is processed on surface and concentrated finished potash products (near-pure KCl) are sold and shipped to markets in North America and offshore.

Over the past three years, production of finished potash products at Cory was:

 

 

2019: 0.973 million tonnes finished potash products at 61.79% K2O (average grade)

 

 

2020: 1.403 million tonnes finished potash products at 61.58% K2O (average grade)

 

 

2021: 1.768 million tonnes finished potash products at 61.48% K2O (average grade)

Over the past decade, actual mill recovery rates have been between 71.1% and 83.0%, averaging 75.08%. Historically, mill recoveries at Cory were lower than at other Nutrien plants because a larger portion, and at one point all, of Cory’s total production was made through the crystallization process. Given the long-term experience with potash geology and actual mill recovery at Cory, no fundamental potash milling problems are anticipated in the foreseeable future.

Quality control testing and monitoring geared towards fine-tuning and optimizing potash milling and concentrating processes are conducted on a continual basis at all our mine sites and research facilities. At Cory, this is no exception; test work to optimize circuit performance and ensure product quality is carried out on an ongoing basis.

 

64


vi)

Infrastructure, Permitting and Compliance Activities

Project Infrastructure

Infrastructure is in place to meet current and projected requirements for transportation, energy (electricity and natural gas), water and process materials at Cory.

Surface facilities are accessed by an existing paved road that is part of the Saskatchewan Provincial Highway System. Most finished potash products are shipped by rail over existing track, with some product shipped by truck over the North American highway system.

At present, high-voltage power capacity at Cory is 52 MVA. The ten-year projection of power utilization indicates that the utility can meet all foreseeable future demand.

The Cory operation requires a sustained fresh water supply for the milling process which is provided by a waterline from the South Saskatchewan River (approximately 10 km distant). This water supply is provincially licensed and provides a sustainable source of process water for Cory milling operations with no known impact on other users of water in the area.

Environmental Studies, Permitting and Compliance Activities

The Cory TMA currently covers an area of approximately 416 hectares (1,027 acres) of land owned by the Company. Solid potash mine tailings typically consist of 85% to 95% rock salt (NaCl) and 5% to 15% insolubles (carbonate mud = CaCO3, anhydrite mud = CaSO4, and clays like chlorite, illite, and so on). An engineered slurry-wall has been constructed on the north, west, and south sides of the Cory TMA in the areas where near-surface aquifers could be impacted by mine waters. Near-surface geology to the east of the TMA limits the possibility of brine migration into these areas. The slurry-wall provides secondary containment of any saline mine waters, stopping these brines from reaching surrounding near-surface aquifers. Areas surrounding the TMA are closely monitored: this includes everything from daily visual perimeter inspections to annual investigations and inspections of surrounding groundwater and aquifers.

Cory currently operates four brine disposal wells near the surface plant of the Cory mine where clear salt brine (i.e. no silt, clay slimes, or other waste) is borehole-injected into the Winnipeg / Deadwood Formations, deep subsurface aquifers approximately 1,500 m to 1,700 m below the surface. The disposal wells are provincially licensed and formation waters in these extensive deep aquifers is naturally saline.

d) Lanigan Potash Operations

 

i)

Project Description, Location and Access

General

The Lanigan mine is located in central Saskatchewan, approximately 100 kilometers east of the city of Saskatoon, Saskatchewan. The Legal Land Description (Saskatchewan Township/Range) of the Lanigan surface operation is Section 28 Township 33 Range 23 West of 2nd Meridian. More precisely, the Lanigan Shaft #2 collar is located at:

 

 

Latitude: 51 degrees 51 minutes 20.48 seconds North

 

 

Longitude: 105 degrees 12 minutes 34.79 seconds West

 

 

Elevation: 535.34 meters above mean SL

 

 

Easting: 485,560.306 m

 

 

Northing: 5,745,008.726 m

 

 

Projection: UTM

 

 

Datum: NAD83

 

 

Zone: 13

The Company owns approximately 3,980 hectares (9,836 acres) of surface rights required for current Lanigan mine operations, including all areas covered by the existing surface plant and TMA, and all surface lands required for anticipated future Lanigan mine and expanded milling operations.

Lanigan is situated near the northern extent of the Great Plains of North America. Topography is relatively flat, with gently rolling hills and occasional valleys. There are no rivers or other major watercourse channels near the Lanigan minesite.

 

65


Mineral Rights

The original Lanigan Crown Subsurface Mineral Lease, numbered KL 100, was entered into in March 1964. A minor amendment to this lease in September 1989 resulted in KL 100R. In November 2009, a large area of land was added to the lease resulting in KLSA 001. Shortly after that, in June 2011, a minor amendment to the lease resulted in KLSA 001 A. KLSA 001 B was issued in September 2014 when portions of the adjacent exploration permits, granted in September 2011, were added to the lease. Finally, in November 2015, a minor change to the lease resulted in KLSA 001 C (the “Lanigan Crown Lease”). The Lanigan Crown Lease covers an area of approximately 56,328 hectares (139,190 acres),

Per the Lanigan Technical Report, the Company has leased potash mineral rights for 38,188 hectares (94,365 acres) of Crown land and owns or has leased approximately 17,913 hectares (44,265 acres) of Freehold land within the lease boundary. The Lanigan Crown lease term is for a period of 21 years from March 2006, with renewals (at the Company’s option) for 21-year periods. Freehold lands also remain under lease providing, generally, that production is continuing and that there is a continuation of the Crown lease.

Within the Lanigan Crown Lease area, 55,950 hectares (138,256 acres) are mined pursuant to unitization agreements with mineral rights holders (Crown and Freehold) within two unitized areas.

 

ii)

Sampling Preparation, Analyses and Security

Mean Potash Mineral Grade From In-Mine Samples

In the Lanigan A Zone, in-mine grade samples are taken by collecting fine “muck” from the floor of the mine at the start of every cutting sequence. This is equivalent to a sample taken every approximately 23 m (76 feet) in production panels, and a sample taken every approximately 47 m (155 feet) in development panels. Per the Lanigan Technical Report, in-mine potash mineral grade samples collected from the Lanigan A Zone were analysed in the Lanigan mill laboratory using up-to-date analysis techniques.

The median ore grade for this family of in-mine samples is 25.2% K2O equivalent and the mean ore grade is 24.3%.

In the Lanigan B Zone, in-mine grade samples are taken from the floor every 60 m (200 feet) in newly mined rooms. Per the Lanigan Technical Report, in-mine potash mineral grade samples collected from the Lanigan B Zone were analysed in the Lanigan mill laboratory using analysis techniques that were up to date for the era in which the sample was collected.

The median ore grade for this family of in-mine samples is 20.8% K2O equivalent and the mean ore grade is 20.2%.

In 2013, Lanigan modified its cutting practices in the B Zone to improve mine roof stability. This modification involved cutting in a slightly higher, but more stable horizon. The goal of improved mine roof stability was achieved; however, less potash and more salt is now being mined resulting in a slightly lower reported ore grade for B Zone.

 

iii)

Mineral Processing and Metallurgical Testing

Since opening in 1968, 230.104 million tonnes of potash ore have been mined and hoisted to produce 67.266 million tonnes of finished potash products. Given this level of sustained production over several decades, basic mineralogical processing, and prospective metallurgical testing of Lanigan potash is not considered relevant.

 

iv)

Mining Operations

In recent years, the Lanigan mine underwent a major expansion which brought the nameplate capacity to 3.8 million tonnes per year. In 2021, operational capability at the Lanigan facility was 2.8 million tonnes per year. Operational capability may vary during the year and year-to-year including as between our potash operations.

The life of mine concentration ratio (raw ore/finished potash products) is 3.42 and the overall extraction ratio over this period is 26%.

 

v)

Processing and Recovery Operations

At Lanigan, potash ore has been mined and concentrated to produce saleable quantities of high-grade finished potash products since 1968. Raw potash ore is processed on surface and concentrated red potash products are sold and shipped to markets in North America and offshore.

 

66


Over the past three years, production of finished potash products at Lanigan was:

 

 

2019: 1.748 million tonnes finished potash products at 60.83% K2O (average grade)

 

 

2020: 2.330 million tonnes finished potash products at 60.97% K2O (average grade)

 

 

2021: 2.912 million tonnes finished potash products at 61.00% K2O (average grade)

Over the past decade, actual mill recovery rates have been between 80.6% and 85.9%, averaging 83.4%.

Given the long-term experience with potash geology and actual mill recovery at Lanigan, no fundamental potash milling problems are anticipated in the foreseeable future.

Quality control testing and monitoring geared towards fine-tuning and optimizing potash milling and concentrating processes are conducted on a continual basis at all our mine sites and research facilities. At Lanigan, this is no exception; test work to optimize circuit performance and ensure product quality is carried out on an ongoing basis.

 

vi)

Infrastructure, Permitting and Compliance Activities

Project Infrastructure

Infrastructure is in place to meet current and projected requirements for transportation, energy (electricity and natural gas), water and process materials at Lanigan.

Surface facilities are accessed by existing paved roads and highways that are part of the Saskatchewan Provincial Highway System. All finished potash products are shipped by rail over existing track.

At present, high voltage power capacity at Lanigan is 52 MVA. The ten-year projection of power utilization indicates that the utility can meet all foreseeable future demand.

The Lanigan operation requires a sustained fresh water supply for the milling process which is provided by a waterline from the Dellwood Reservoir (approximately 10 km distant) and from a regional aquifer called the Hatfield Valley Aquifer. This water supply is provincially licensed and provides a sustainable source of process water for Lanigan milling operations with no known impact on other users of water in the area.

Environmental Studies, Permitting and Compliance Activities

The Lanigan TMA currently covers an area of approximately 708 hectares (1,750 acres) of land owned by the Company. Solid potash mine tailings typically consist of 85% to 95% rock salt (NaCl) and 5% to 15% insolubles (carbonate mud = CaCO3, anhydrite mud = CaSO4, and clays like chlorite, illite, and so on). An engineered slurry-wall has been constructed on the south and south-west sides of the Lanigan TMA in the areas where near-surface aquifers could be impacted by mine waters. Near-surface geology on all other sides of the TMA limits the possibility of brine migration into these areas. The slurry-wall provides secondary containment of any saline mine waters, stopping these brines from reaching surrounding near-surface aquifers. Areas surrounding the TMA are closely monitored; this includes everything from daily visual perimeter inspections to annual investigations and inspections of surrounding groundwater and aquifers.

Lanigan currently operates three brine disposal wells near the surface plant of the Lanigan mine where clear salt brine (i.e. no silt, clay-slimes, or other waste) is borehole-injected into the Winnipeg / Deadwood Formations, deep subsurface aquifers approximately 1,500 m to 1,700 m below surface. The disposal wells are provincially licensed and formation water in these extensive deep aquifers is naturally saline.

e) Rocanville Potash Operations

 

i)

Project Description, Location and Access

General

The Rocanville mine is located in southeastern Saskatchewan near the Saskatchewan-Manitoba Provincial Boundary, approximately 15 kilometers northeast of the town of Rocanville, Saskatchewan. The Legal Land Description (Saskatchewan Township/Range) of the Rocanville surface plant is Section 22 Township 17 Range 30 West of the 1st Meridian. More precisely, the Rocanville #2 Shaft collar is located at:

 

 

Latitude: 50 degrees 28 minutes 19.54 seconds North

 

 

Longitude: 101 degrees 32 minutes 42.58 seconds West

 

67


 

Elevation: 480.36 meters above mean SL

 

 

Easting: 745,137.307 m

 

 

Northing: 5,596,826.122 m

 

 

Projection: UTM

 

 

Datum: NAD83

 

 

Zone: 13

The legal description (Saskatchewan Township / Range) of the Rocanville Scissors Creek Shaft is Section 13 Township 17 Range 32 West of the 1st Meridian and is approximately 12 kilometers north-west of the town of Rocanville, Saskatchewan. More precisely, the Shaft collar is located at:

 

 

Latitude: 50 degrees 27 minutes 7.0632 seconds North

 

 

Longitude: 101 degrees 46 minutes 13.58 seconds West

 

 

Elevation: 525.35 metres above mean SL

 

 

Easting: 729,253.35 m

 

 

Northing: 5,593,868.30 m

 

 

Projection: UTM

 

 

Datum: NAD83

 

 

Zone: 13

The Company owns approximately 3,244 hectares (8,016 acres) of surface rights required for current Rocanville mine operations, including all areas covered by the existing surface plant and TMA, and all surface lands required for anticipated future Rocanville mine and expanded milling operations.

The Rocanville mine is served by a number of towns and villages within 50 kilometers of the mine site. The nearest towns are Rocanville (15 km distant), Moosomin and Esterhazy (both 50 km distant). The nearest city is Yorkton (100 km distant). Rocanville is situated near the north extent of the Great Plains of North America. Topography is relatively flat, with gently rolling hills and occasional valleys.

Mineral Rights

The original Rocanville Crown Subsurface Mineral Lease KL 111 was entered into in June 1966. In the following years various minor amendments were made to this Crown lease, resulting in Crown Subsurface Mineral Lease KL 111R. A new Crown Subsurface Mineral Lease numbered KLSA 002 was issued in February 2010 incorporating all Crown mineral rights within the existing Crown Lease KL 111R and approximately two-thirds of Crown mineral rights covered in KP 338A. The portion of the lands that were not part of the Lease amalgamation remained as Crown Exploration Permit KP 338B until December 2016 when they were converted to a Crown Subsurface Mineral Lease numbered KL 249. In October 2017, KL 305 was formed by the amalgamation of Crown Subsurface Leases KLSA 002 (KLSA 002B, following minor amendments) and KL 249. KL 305 covers an area of approximately 113,975 hectares (281,639 acres). In May 2020, a Crown Subsurface Mineral Lease numbered KL 279, was acquired from North Atlantic Potash. KL 279 covers an area of approximately 56,540 hectares (139,712 acres).

Per the Rocanville Technical Report, the Company has leased potash mineral rights for 54,184 hectares (133,892 acres) of Crown Land and owns or has leased approximately 45,612 hectares (112,710 acres) of Freehold Land within KL 305. The Rocanville Crown Lease terms are for a period of 21 years from October 2017 and May 2017, with renewals at the Company’s option for 21-year periods. Freehold Lands also remain under lease providing, generally, that production is continuing and that there is a continuation of the Crown Lease.

Within the current Rocanville Crown Lease area, 80,181 hectares (198,132 acres) are mined pursuant to unitization agreements with mineral rights holders (Crown and Freehold) within two unitized areas.

 

ii)

Sampling Preparation, Analyses and Security

Mean Potash Mineral Grade From In-Mine Samples

In-mine grade samples are taken by collecting fine “muck” from the floor of the mine at 60 m intervals in every underground mine room at Rocanville. Per the Rocanville Technical Report, in-mine ore grade samples were collected and analysed in the Rocanville mill laboratory using analysis techniques that were up to date for the era in which the sample was collected.

The mean ore grade for this family of in-mine samples is 23.1% K2O equivalent, while the median ore grade for this family of in-mine samples is 23.3% K2O.

 

68


iii)

Mineral Processing and Metallurgical Testing

Since opening in 1970, 297.816 million tonnes of potash ore have been mined and hoisted at to produce 96.397 million tonnes of finished potash product. Given this level of sustained production over several decades, basic mineralogical processing and prospective metallurgical testing of Rocanville potash is not considered relevant.

 

iv)

Mining Operations

In recent years the Rocanville mine has undergone a major expansion which brought the nameplate capacity to 6.5 million tonnes of finished potash products per year. In 2021, operational capability at the Rocanville facility was 5.2 million tonnes per year. Operational capability may vary during the year and year-to-year including as between our potash operations.

The life-of-mine average concentration ratio (raw ore/finished potash products) is 3.09 and the overall extraction ratio over this period is 31%.

 

v)

Processing and Recovery Operations

At Rocanville, potash ore has been mined and concentrated to produce saleable quantities of high-grade finished potash products since 1970. Raw potash ore is processed on surface, and concentrated finished potash products (near-pure KCl) are sold and shipped to markets in North America and offshore.

Over the past three years, production of finished potash products at Rocanville was:

 

 

2019: 5.144 million tonnes finished potash products at 60.53% K2O (average grade)

 

 

2020: 5.285 million tonnes finished potash products at 60.60% K2O (average grade)

 

 

2021: 5.001 million tonnes finished potash products at 60.52% K2O (average grade)

Over the past decade actual mill recovery rates have been between 81.5% and 84.4%, averaging 83.2%. Given the long-term experience with potash geology and actual mill recovery at Rocanville no fundamental potash milling problems are anticipated in the foreseeable future.

Quality control testing and monitoring geared towards fine-tuning and optimizing potash milling and concentrating processes are conducted on a continual basis at all our mine sites and research facilities. At Rocanville, this is no exception; test work to optimize circuit performance and ensure product quality is carried out on an ongoing basis.

 

vi)

Infrastructure, Permitting and Compliance Activities

Project Infrastructure

Infrastructure is in place to meet current and projected requirements for transportation, energy (electricity and natural gas), water and process materials at Rocanville.

Surface facilities are accessed by an existing paved road that is part of the Saskatchewan Provincial Highway System. Most finished potash products are shipped by rail over existing track, with some product shipped by truck over the North American highway system.

At present, high voltage power utilization at the Rocanville mine is 84 MVA (i.e., 72 MVA to the Rocanville Plant site plus 12 MVA to the Scissors Creek site). The ten-year projection of power utilization indicates that the utility can meet foreseeable future demand.

The Rocanville operation requires a sustained fresh water supply for the milling process which is sourced from two subsurface reservoirs called the Welby Plains Surficial Aquifer and the Welby Plains Middle Aquifer. These aquifers provide a sustainable source of process water for Rocanville milling operations, with no known impact on other users of water drawn from these aquifers.

Environmental Studies, Permitting and Compliance Activities

The Rocanville TMA currently covers an area of approximately 567 hectares (1,400 acres) of land owned by the Company. Solid potash mine tailings typically consist of 85% to 95% rock salt (NaCl) and 5% to 15% insolubles (carbonate mud = CaCO3, anhydrite mud = CaSO4, and clays like chlorite, illite, and so on). An engineered slurry-wall has been constructed around the entire Rocanville

 

69


TMA. The slurry-wall provides secondary containment for any saline mine waters, minimizing brine impacts from the TMA to surrounding surface water bodies and near-surface aquifers. Areas surrounding the TMA are closely monitored: this includes everything from daily visual perimeter inspections to annual investigations and inspections of surrounding subsurface aquifers.

Rocanville currently operates two brine disposal wells near the surface plant of the Rocanville mine where clear salt brine (i.e., no silt, clay slimes or other waste) is drillhole-injected into the Interlake Carbonates, at a depth of approximately 1,200 m to 1,400 m below surface. The disposal wells are provincially licensed and formation water in these extensive deep aquifers is naturally saline.

f) Vanscoy Potash Operations

 

i)

Project Description, Location and Access

General

The Vanscoy mine is located in central Saskatchewan, approximately 26 kilometers west of the city of Saskatoon, Saskatchewan. The Legal Land Description (Saskatchewan Township / Range) of the Vanscoy surface plant is Section 16 Township 35 Range 08 West of 3rd Meridian. More precisely, the Vanscoy service shaft collar is located at:

 

 

Latitude: 52 degrees 00 minutes 28.74 seconds North

 

 

Longitude: 107 degrees 05 minutes 25.18 seconds West

 

 

Elevation: 505 meters above mean SL

 

 

Easting: 356,531 m

 

 

Northing: 5,763,989 m

 

 

Projection: UTM

 

 

Datum: NAD83

 

 

Zone: 13

The Company owns approximately 2,740 hectares (6,771 acres) of surface rights required for current Vanscoy mine operations, including all areas covered by the existing surface plant and TMA, and all surface lands required for anticipated near-future Vanscoy mine and expanded milling operations.

The Vanscoy mine is served by a number of villages within 50 kilometers of the mine site. The nearest city is Saskatoon (26 km distant). Vanscoy is situated near the northern extent of the Great Plains of North America. Topography is relatively flat, with gently rolling hills and occasional valleys. The Vanscoy surface plant lies approximately 20 km north-west of the South Saskatchewan River, a major continental drainage channel.

Mineral Rights

The original Vanscoy Crown Subsurface Mineral Lease, numbered KL 114, was entered into in January 1969. In the following years, minor amendments were made to the Lease, resulting in Crown Subsurface Mineral Lease KL 114B. In March 2008, the SMER approved the conversion of Agrium’s Potash Exploration Permit KP 313 to a new Crown Subsurface Mineral Lease numbered KL 204. In December 2020, after additional geological studies were completed, Vanscoy Crown Subsurface Mineral Lease KL 114C (the “Vanscoy Crown Lease”) was executed incorporating most of the lands held previously under KL 204.

Per the Vanscoy Technical Report, KL 114C covers an area of approximately 82,115 hectares (202,910 acres). At Vanscoy, the Company has leased potash mineral rights for 63,973 hectares (158,081 acres) of Crown land and owns or has leased from freeholders approximately 13,669 hectares (33,777 acres) within the lease boundary. The Vanscoy Crown Lease term is for a period of 21 years from July 1, 2012, with renewals (at the Company’s option) for 21-year periods. Freehold lands also remain under lease providing, generally, that production is continuing and that there is a continuation of the Crown Lease.

Within the Vanscoy Crown Lease area 12,671.59 hectares (31,312.17 acres) are mined pursuant to a unitization agreement with mineral rights holders (Crown and Freehold) within one unitized area.

 

ii)

Sampling Preparation, Analyses and Security

Mean Potash Mineral-Grade From In-Mine Samples

At Vanscoy, in-mine grade samples have been acquired by 1) sampling ore from the beltline, 2) channel samples from the sidewall, or 3) collecting fine “muck” from the floor of the mine. At present, fine muck sampling from the floor is most common, and each mining room is sampled at a frequency of approximately 95 m to 125 m. Since start-up in 1969 through to the end of December 2020, a total of 3,173 useable in-mine potash mineral grade samples were collected from the A Zone. All samples were analysed in the Vanscoy mill laboratory using analysis techniques that were up to date for the era in which the sample was collected.

The median ore grade for this family of in-mine samples is 25.5% K2O equivalent and the mean ore grade is 24.2%.

 

 

70


Per the Vanscoy Technical Report, the B Zone at Vanscoy, mineral grade is reported to be 20.3% K2O equivalent, the grade observed from 20,230 in-mine samples at the Lanigan mine where the B Zone has been extensively mined. Even though Vanscoy mine is some distance from Lanigan, this is considered the best estimate of expected mineral grade for this potash layer because the deposit is known to be regionally continuous from west of Vanscoy to east of Lanigan. Although it is possible that if mining proceeds into the B Zone, the reported grade could change from what is reported. It is expected that any such change would be minimal.

 

iii)

Mineral Processing and Metallurgical Testing

Since opening in 1969, 183.088 million tonnes of potash ore have been mined and hoisted to produce 61.932 million tonnes of finished potash product. Given this level of sustained production for over several decades, basic mineralogical processing and prospective metallurgical testing of Vanscoy potash is not considered relevant.

 

iv)

Mining Operations

In recent years, the Vanscoy mine underwent a major expansion which brought the nameplate capacity up to 3.0 million tonnes of finished potash products per year. In 2021, operational capability at the Vanscoy facility was 1.7 million tonnes per year. Operational capability may vary during the year and year-to-year including as between our potash operations.

The life-of-mine average concentration ratio (raw ore / finished potash products) is 2.96 and the overall extraction ratio over this period is 28%.

 

v)

Processing and Recovery Operations

At Vanscoy, potash ore has been mined and concentrated to produce saleable quantities of high grade finished potash products since 1969. Raw potash ore is processed on surface, and concentrated finished potash products (near-pure KCl) are sold and shipped to markets in North America and offshore.

Over the past three years, production of finished potash products at Vanscoy was:

 

 

2019: 1.414 million tonnes finished potash products at 60.90% K2O (average grade)

 

 

2020: 0.513 million tonnes finished potash products at 60.76% K2O (average grade)

 

 

2021: 1.047 million tonnes finished potash products at 60.07% K2O (average grade)

Over the past decade, actual mill recovery rates have been between 76.0% and 83.2%, averaging 80.4%. Given the long-term experience with potash geology and actual mill recovery at Vanscoy, no fundamental potash milling problems are anticipated in the foreseeable future.

Quality control testing and monitoring geared towards fine-tuning and optimizing potash milling and concentrating processes are conducted on a continual basis at our mine sites and research facilities. At Vanscoy, this is no exception; test work to optimize circuit performance and ensure product quality is carried out on an ongoing basis.

 

vi)

Infrastructure, Permitting and Compliance Activities

Project Infrastructure

Infrastructure is in place to meet current and projected requirements for transportation, energy (electricity and natural gas), water and process materials at Vanscoy.

Surface facilities are accessed by an existing paved road that is part of the Saskatchewan Provincial Highway System. Most finished potash products are shipped by rail over existing track, with some product shipped by truck over the North American highway system.

At present, high voltage power capacity at Vanscoy is 57 MVA. The ten-year projection of power utilization indicates that the utility can meet all foreseeable future demand.

The Vanscoy operation requires a sustained fresh water supply for the milling process which is provided by a waterline from the Saskatchewan River (approximately 20 km distant). This water supply is provincially licensed and provides a sustainable source of process water for Vanscoy milling operations with no known impact on other users of water in the area.

 

71


Environmental Studies, Permitting and Compliance Activities

The Vanscoy TMA currently covers an area of approximately 610 hectares (1,507 acres) of land owned by the Company. Solid potash mine tailings typically consist of 85% to 95% rock salt (NaCl) and 5% to 15% insolubles (carbonate mud = CaCO3, anhydrite mud = CaSO4, and clays like chlorite, illite, and so on). An engineered slurry-wall (bentonite cut-off wall) has been constructed around the Vanscoy TMA. In future years this wall can be expanded if required for operational needs. The slurry-wall provides secondary containment for any saline mine waters, minimizing brine impacts from the TMA to surrounding surface water bodies and near-surface aquifers. Areas surrounding the TMA are closely monitored: this includes everything from daily visual perimeter inspections to annual investigations and inspections of surrounding groundwater and aquifers.

Vanscoy currently operates two brine disposal wells near the surface plant of the Vanscoy mine where clear salt brine (i.e. no silt, clay slimes, or other waste) is borehole-injected into the Winnipeg / Deadwood Formations, deep subsurface aquifers approximately 1,500 m to 1,700 m below the surface. The disposal wells are provincially licensed, and groundwater in these extensive deep aquifers is naturally saline.

 

72

Exhibit 99.2

 

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MANAGEMENT’S DISCUSSION & ANALYSIS

2021


 

Nutrien Annual Report 2021  |  7 

 

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MANAGEMENT’S

DISCUSSION

& ANALYSIS

 

As at and for the

year ended

December 31, 2021

 

 

 

     

The following management’s discussion and analysis (“MD&A”) is the responsibility of management and is dated as of February 17, 2022. 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, recommends to the Board approval of this disclosure. The Board has approved this disclosure. 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. This MD&A is based on the Company’s audited consolidated financial statements for the year ended December 31, 2021 (“consolidated financial statements”) based on International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board, unless otherwise stated.

 

This MD&A contains certain non-IFRS financial measures and ratios, which do not have a standard meaning under IFRS and, therefore, may not be comparable to similar measures presented by other issuers. Such non-IFRS financial measures and ratios include:

 

• Adjusted EBITDA

• Adjusted net earnings and adjusted net earnings per share

• Adjusted EBITDA and adjusted net earnings per share guidance

• Free cash flow and free cash flow including changes in non-cash operating working capital

• Growth capital

  

• Gross margin excluding depreciation and amortization per tonne - manufactured

• Potash cash cost of product manufactured per tonne

• Ammonia controllable cash cost of product manufactured per tonne

  

• Retail adjusted average working capital to sales and Retail adjusted average working capital to sales excluding Nutrien Financial

• Nutrien Financial adjusted net interest margin

• Retail cash operating coverage ratio

• Retail normalized comparable store sales

• Adjusted net debt

 

For definitions, further information and reconciliation of these measures to the most directly comparable measures under IFRS, see the “Non-IFRS Financial Measures” section.

 

Also see the cautionary statement in the “Forward-Looking Statements” section.

 

All references to per share amounts pertain to diluted net earnings (loss) per share. Financial data in this annual report are stated in millions of US dollars, which is the functional currency of Nutrien and the majority of its subsidiaries unless otherwise noted. N/m indicates information that is not meaningful.

 

See the “Other Financial Measures” and “Terms & Definitions” section for definitions, abbreviations and terms used in this annual report including the MD&A.

 

Additional information relating to Nutrien (which, except as otherwise noted, is not incorporated by reference herein), including our Annual Information Form for the year ended December 31, 2021, 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 (the “SEC”).

 

The information contained on or accessible from our website or any other website is not incorporated by reference into this MD&A or any other report or document we file with or furnish to applicable Canadian or US securities regulatory authorities.

 

 

 

OVERVIEW      |     MANAGEMENT’S DISCUSSION & ANALYSIS    |     FOUR-YEAR HIGHLIGHTS           FINANCIAL STATEMENTS           OTHER INFORMATION


 

 8  |  Nutrien Annual Report 2021

 

NUTRIEN’S GLOBAL PROFILE

ADVANTAGED POSITION ACROSS THE AGRICULTURE VALUE CHAIN

Nutrien is uniquely positioned with a world-class network of production assets, distribution capabilities and a direct connection to the grower. This creates several pathways to achieve our financial, strategic and sustainability related objectives while delivering value for all stakeholders.

 

LOGO

 

    

    #1 Global Ag Retailer

 

   
     

Nutrien has the leading Retail businesses in North America and Australia and we are growing signifcantly in South America.

 

We have a direct and trusted channel to the grower through our approximately 3,900 agronomists and feld experts.

 

Our full suite of crop inputs, services and grower solutions offers customers optionality and agnostic support along with a unique opportunity to advance climate-smart agricultural practices.

 

Link to Retail “Our Business”

   

>2,000

Retail Locations

 

~2,000

Proprietary Products

 

On-farm

  CARBON PROGRAM

 

  SUSTAINABILITY

and

DIGITAL

SOLUTIONS

 

LOGO

 

    

    #1 Global Potash Producer     
     

 

We operate the largest and most reliable Potash assets in the world with an unparalleled logistics and distribution network.

 

Our 6 mines are located in Saskatchewan with advantaged geology that supports low- cost production and minimizes operational risk.

 

We have 4Mmt of available production capacity and the option to advance incremental brownfield projects at some of the most attractive economics in the industry.

 

Link to Potash “Our Business”

    

 

21Mmt

Nameplate Potash capacity

 

6

Mine Network

 

4

Marine Terminals

Through Canpotex

 

~300

Distribution Points

 

 

 

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Nutrien Annual Report 2021  |  9 

 

Nutrien is supported by approximately 23,500 talented employees who work towards the common goal of helping growers increase food production in a sustainable manner.

As the largest provider of whole-acre crop inputs and services, we are well positioned to achieve our vision to Be the Leading Global Ag Solutions Provider.

 

LOGO

 

    

 

    #3 Global Nitrogen Producer

   
 

 

Our Nitrogen production network is flexible and diversified, with strategically located assets that have access to lower-cost natural gas and close proximity to key nitrogen markets.

 

We are a leading low-carbon ammonia producer with several low-risk pathways to expand our production.

 

Link to Nitrogen “Our Business”

 

 

7.1Mmt

Nameplate Ammonia Capacity

 

9

Nitrogen Facilities

 

13

Ammonia Plants

 

1Mmt

Low-carbon Ammonia

Production Capability

 

LOGO

 

    

 

    #2 North American Phosphate Producer

 
 

 

Our Phosphate business has access to high-quality, integrated phosphate rock reserves, which allows for the production of a diverse and premium product portfolio.

 

Link to Phosphate “Our Business”

 

 

1.7Mmt

Nameplate P2 O5 Capacity

 

2

Large Integrated

Phosphate Mines

 

4

Upgrade Facilities

 

 

 

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 10  |  Nutrien Annual Report 2021

 

NUTRIEN’S INTEGRATED MODEL

GENERATING VALUE TODAY AND PREPARING

FOR THE FUTURE

Our strategy is to maximize the value of our integrated model to improve the profitability and sustainability of our customers. We continue to explore ways to further enhance the capabilities of our business to capture additional value across the supply chain. We believe this platform provides a number of advantages compared to our competitors, including operational, financial and sustainability benefits.

Operational and Supply Chain Benefits

Nutrien’s world-class integrated network provides opportunity to optimize operating, transportation and logistics costs, increase the reliability of supply to our customers and support volume growth. This integration includes the efficient delivery of our manufactured fertilizer products as well as proprietary seed, crop protection and nutritional products direct to our Retail network.

Since 2018, we have increased the volume of our manufactured fertilizer product sold directly through our Retail channel by approximately 20 percent and have grown proprietary product gross margin by 38 percent. In 2021, global crop input supply was extremely tight and we were able to utilize our integrated network to efficiently supply the needs of our customers, supporting an increase in sales and margins.

 

LOGO

 

    

 

                World-Class Production Assets

 

       

 

                Global Supply Chain

 

     
     

    27Mmt

                Potash, Nitrogen,

                Phosphate Manufactured

                Sales Volume in 2021

     

~440

Wholesale Fertilizer Distribution

Points Strategically Positioned to

Serve our Customers

    ~2,000

                Proprietary Products

                Enhance Value for Nutrien

                and Our Growers

     

 

>1,000

Crop Input Suppliers Providing

Diverse Product Offerings and

Supply Sources

     

 

 

 

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Nutrien Annual Report 2021  |  11 

 

Financial and Capital Allocation Advantages

 

   LOGO

The scale of our assets provides for a more stable and diverse earnings base than our fertilizer peers. The stability of our Retail earnings has allowed Nutrien to provide investors with a sustainable and growing dividend through the cycle, which we have increased by 15 percent between 2018 and 2021. Our low-cost fertilizer production assets have historically generated significant free cash flow, providing additional capital to strategically grow our Retail business.

 

Sustainable Agriculture Solutions

 

Nutrien has the capability to make meaningful improvements to ESG topics that impact agriculture from fertilizer production to grower practices in the field. Our agronomists and digital teams support our customers by providing the best agnostic advice and access to the products they need. We utilize this field level knowledge to develop innovative products and solutions that not only improve the grower’s profitability but also their environmental performance. We will use our leading global position to develop partnerships that make a difference across the agriculture value chain, including working with peers to support the development of science-based emissions targets for our industry.

 

LOGO

 

 

 

 

 

    

   

 

Leading Ag Retail Network

 

          

 

Sustainable Ag Solutions

 

        

            

 

>2,000    

Retail locations Across                

North America,                

South America and Australia                

 

 

      

LEADING PROVIDER OF        

INNOVATIVE PRODUCTS        

AND SERVICES        

 

 

~3,900       

Agronomists and Crop Consultants                

Provide a Direct Connection                

to the Grower                

 

      

>10       

Suppliers and                

Downstream Partners in                

Carbon Pilot Program                

 

        

 

 

 

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 12  |  Nutrien Annual Report 2021

 

NUTRIEN’S BASIC BELIEFS & STRATEGIC APPROACH

DRIVING OUR ACTIONS AND PERFORMANCE

Our strategy and capital allocation priorities are informed by a number of key factors that we believe will impact our operating environment over the long-term. We test these views as part of a robust annual strategic planning process to ensure that we proactively identify any opportunities and risks that could impact our business and strategic priorities.

 

LOGO

 

 

 

      Basic Belief

 

 

 

Long-term demand growth for agricultural products and services is supported by a growing global population and the need to increase output, while minimizing the environmental impacts of production.

 

 

 

 

A company’s ability to address its key ESG risks and opportunities is critical to long-term corporate viability.

      Nutrien’s Approach  

Leverage our leading production and distribution businesses to meet the expected growth in global crop input demand.

 

Evolve our portfolio of crop inputs and solutions to help growers sustainably increase crop yields, while improving their profitability.

 

Link to Integrated Model

 

Ensuring our strategic, operational and capital allocation decisions support our sustainability priorities.

 

Continue to establish Nutrien as a global industry leader in sustainability, with a focus on initiatives that enhance on-farm environmental performance and reduce GHG emissions from our facilities.

 

Link to Feeding the Future

 

 

 

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Nutrien Annual Report 2021  |  13 

 

 

LOGO

 

LOGO

Technology and innovation will play an increasingly important role in driving competitive differentiation, supporting operational efficiencies, sustainability and growth.

    

A low-cost, reliable production network and supply chain are essential to delivering value through the cycle.

    

Effective talent management and forward-looking workforce planning are essential to long-term strategic execution.

Invest and deploy solutions and technology, using our unique channel to support the customer and strengthen our global scale.

 

Accelerate grower adoption of innovative and comprehensive solutions and technology, such as our proprietary products and digital sustainability tools, engaging leading technology in our fertilizer production that lowers cost and improves safety.

    

Enhancing the value of our competitively advantaged world-class production platform, maximizing asset quality, integration value and operational resiliency.

 

Executing on initiatives that drive best-in-class safety, operating and cost performance and maximize the quality and resilience of earnings through the cycle.

 

Link to Strategic Score Card and Business Strategy

    

Invest in our people programs to ensure we attract and retain the talent required to deliver on our current and future business needs.

 

Fostering a purpose-driven culture and accelerating people and leadership development programs, while delivering a step improvement in diversity and inclusion.

 

Link to How NTR Delivers Value

 

 

 

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 14  |  Nutrien Annual Report 2021

 

CAPITAL ALLOCATION

CREATING LONG-TERM VALUE THROUGH

DISCIPLINED CAPITAL ALLOCATION

Nutrien has a proven track record of value generation and efficient capital allocation. Our capital allocation policy prioritizes safe and reliable operations, a strong balance sheet, growing our business, and strong returns to shareholders through a sustainable dividend and share repurchases.

Priorities

 

 

 

LOGO

 

    

 

 

 

  Safe and
  Reliable
  Operations

  

 

SUSTAINING

CAPITAL
EXPENDITURES1

  

 

2021

$1.2B

  

 

2020

$0.9B

 

 

LOGO

 

    

 

  Strong
  Balance
  Sheet

  

 

ADJUSTED NET

DEBT/ADJUSTED
EBITDA2

  

 

2021

1.4x

  

 

2020

2.6x

 

 

LOGO

 

    

 

  Value
  Creation
  Through
  High Return
  Growth
  Opportunities

  

 

INVESTING

CAPITAL
EXPENDITURES

  

 

2021

$510M

  

 

2020

$511M

  

BUSINESS

ACQUISITIONS 3

 

 

  

$88M

 

  

$233M

 

  

 

GROWTH

CAPITAL 4

  

 

$598M

  

 

$744M

 

 

LOGO

 

    

 

 

  Return
  Capital to
  Shareholders

  

 

CASH USED

FOR DIVIDENDS

AND SHARE
REPURCHASES1

  

 

2021

$2.1B

  

 

2020

$1.2B

 

 

1

This is a supplementary financial measure. See the “Other Financial Measures” section.

2

This is a capital management measure that includes a non-IFRS component. See the “Non-IFRS Financial Measures” and “Other Financial Measures” sections.

3

Net of cash acquired.

4

This is a non-IFRS financial measure. See the “Non-IFRS Financial Measures” section.

 

 

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Nutrien Annual Report 2021  |  15 

 

LOGO
    What we’ve done    What we’ll do
    Invested in our assets to achieve industry-leading utilization rates and safety records. In 2021, we utilized our existing capacity to produce record potash volumes and completed two major turnarounds in nitrogen that will enhance the long-term reliability of our assets.    Deliver on our long-term operating targets through continuous improvement initiatives and investments that enhance reliability and efficiency of our assets.
   

Maintained investment-grade credit ratings.

 

In 2021, we repositioned the balance sheet by reducing long-term debt by $2.1 billion.

   Expect to maintain adjusted net debt/adjusted EBITDA leverage ratios below 3 times through the cycle and do not anticipate the need to materially reduce our total debt any further in the near-term.
   

Executed several initiatives that generate high returns.

 

•  Completed Phase 1 Nitrogen brownfield and commenced Phase 2, which together add approximately 1.4 million tonnes of low-cost production capacity.

 

•  Closed 5 Retail transactions in Brazil since the start of 2020 that are generating $400 million in run-rate revenue and attractive returns on investment.

 

•  Invested in digital and ESG-related capability to grow the business and improve our footprint.

   We are focused on higher return Retail growth opportunities in Brazil, selective tuck-in acquisitions in other core markets, and investing in our proprietary products and digital capabilities. We expect to enhance our Nitrogen business through brownfield expansion and decarbonization projects.
    Returned a total of $2.1B to shareholders in 2021 by repurchasing 15 million shares and increasing our annualized dividend to $1.84 per share, with an average dividend yield of 3.0 percent throughout 2021.    Target a sustainable and growing dividend supported by the stability of Retail. We expect to allocate at a minimum $2 billion to share repurchases in 2022 on a balanced cadence throughout the year.

 

 

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 16  |  Nutrien Annual Report 2021

 

FEEDING THE FUTURE 2030

INTEGRATION OF STRATEGY AND SUSTAINABILITY COMMITMENTS

Our Feeding the Future Plan will help advance our industry and world forward for generations to come. By the year 2030, we aim to make key transformations through ambitious commitments that drive systemic change and lead the next wave of agricultural evolution.

We believe that managing sustainability topics contributes to long-term value creation, protects our reputation, enhances our resilience and creates future opportunities.

In 2021, we established several ESG goals and targets that support our sustainability strategy and 2030 commitments, which are tied directly to our Executive compensation. These commitments contribute to the United Nations Sustainable Development Goals (“UN SDGs”) and have resulted in significant improvement in our ratings from key ESG rating firms.

Our strategy and targets are related to many of the UN SDGs but our primary focus is SDG 2: Zero Hunger through 2.4.1 sustainable and productive agriculture. We continue to see significant improvement in our overall ratings year-over-year, and improvement versus our peers as well.

Nutrien ESG Rating Profile

 

LOGO

 

1 

Peer groups: MSCI = Specialty Chemicals; CDP and S&P = Chemicals; Sustainalytics = Agricultural Chemicals; Vigeo Eiris = Chemicals North America

2 

CDP Water not scored in 2019

3 

Peer average not available

 

 

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Nutrien Annual Report 2021  |  17 

 

Our Global Impact

 

LOGO

 

Feeding the Planet

Sustainably

    

Environment and

Climate Action

      Inclusive
Agriculture
  

Strengthen food security

by scaling sustainable and

productive agriculture.

    

Provide solutions and platforms

to achieve emissions reductions

in alignment with climate science.

     

Support rural livelihoods and increase

participation of underrepresented

stakeholders in agriculture.

  

 

Nutrien’s 2030 Commitments

We have a number of pathways and opportunities to advance our long-term sustainability commitments and expect to invest $500–$700 million to achieve our emissions reduction targets. In 2021, we began our journey towards meeting our Feeding the Future Plan with the launch of several initiatives.

 

 

Nutrien Commitments

 

 

    FEEDING THE PLANET SUSTAINABLY    

 

      ENVIRONMENT AND CLIMATE  ACTION       INCLUSIVE AGRICULTURE    

Enable growers to adopt sustainable and productive agricultural products and practices on 75 million acres globally by 2030.

 

Launch & Scale a comprehensive Carbon Program, empowering growers and our industry to accelerate climate- smart agriculture practices to reduce GHG emissions and improve soil carbon sequestration, while rewarding growers for outcomes achieved.

 

Achieve a 30 percent reduction in Scope 1 and 2 GHG emissions per tonne of our products produced by 2030 (from a 2018 baseline).

 

Invest in new technologies and pursue transition to low-carbon fertilizers, including blue and green ammonia.

 

Leverage our farm-focused technology partnerships and investments to drive positive impact in industry and grower innovation and inclusion.

 

Create new grower financial solutions to strengthen social, economic and environmental outcomes in agriculture.

 

Our Progress

 

   

•  Measured and documented 545,000 sustainable and productive acres in North America

 

•  Carbon Program pilots launched with approximately 225,000 acres subscribed and working with more than 10 suppliers and downstream partners. We are building the frameworks to effectively scale the program

 

•  Progressed decarbonization projects that are expected to reduce CO2 equivalent emissions by approximately 1 million tonnes by the end of 2023

 

•  Launched Phase 2 energy-efficient brownfield nitrogen projects that increase ESN® production

 

•  Entered into partnership with EXMAR to jointly develop and build a low- carbon, ammonia-fueled marine vessel

 

•  Leveraged our network of research farms, Ag-tech partnerships and investments to field trial leading-edge Ag technology and innovations

 

•  Equity, Diversity & Inclusion program accelerated to support target achievement

 

•  Evaluated new inclusive financing offerings to our customers through Nutrien Financial, as well as potential financial collaborations with partners

 

 

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 18  |  Nutrien Annual Report 2021

 

MARKET CONDITIONS AND OUTLOOK

 

LOGO      Agriculture and Retail    

Operating Environment

 

Global crop prices were supported by strong demand and less than expected supply in recent growing seasons, resulting in historically low global inventory and strong grower margins in 2021. This led to an increase in global planted acreage and higher crop input demand in the core markets we serve.

 

Favorable weather conditions in the spring and fall were also supportive of strong fertilizer and crop protection applications in most regions of North America. US crop yields were near trend levels, while drought conditions significantly impacted crop production in Western Canada.

 

Brazilian growers increased total plantings by 5 million acres due to record profitability and this resulted in higher crop input spending through the growing season. Australian growers experienced favorable weather conditions and harvested record wheat production.

 

The availability of crop inputs, including fertilizer and certain herbicides, was

 

impacted by global production and supply-chain issues in 2021. We utilized the scale of our global supply chain and strategic partnerships to ensure our customers had the product they needed, when they needed it.

 

Outlook

 

Agriculture fundamentals remain very strong as inventory for key global grains and oilseeds is below historical average levels, despite record production in 2021. Corn and soybean prices in the US and Brazil are very strong and prospective crop margins are well above the 10-year average.

 

We expect overall US planted area of major crops to be similar to 2021 levels, with corn and soybean acreage in the range of 91 to 93 million and 87 to 89 million, respectively. We expect strong crop economics will support total Brazilian planted acreage and crop input demand in 2022. Australian growers continue to experience favorable weather, which is expected to support planted acreage and crop input use.

 

Nutrien is well-positioned on fertilizer and crop protection product inventory to begin the North American planting season. We expect Retail fertilizer margins will return to historical average levels after increasing in 2021 due to strategic procurement in a rising price environment.

 

LOGO

 

LOGO      Potash    

Operating Environment

 

We estimate global potash shipments reached a record of approximately 70 million tonnes in 2021. This was driven by record demand in the US, Brazil and Southeast Asian countries. Global potash prices increased in response to record global demand and tightness of supply due to competitor mine flooding, new project delays and uncertainty around sanctions imposed on Belarus by the US and Europe. Global potash production increased by an estimated 1.2 million tonnes in 2021 with Nutrien accounting for nearly all the net increase.

 

Global potash consumption exceeded shipment levels resulting in a drawdown of inventories, in particular in China and India due to lower contract volumes. China reportedly accessed its strategic potash reserves in the fourth quarter to meet domestic demand.

 

Outlook

 

We believe that supply issues will continue into 2022, including due to the additional restrictions imposed on Belarus potash transported through Lithuania. Additional supply is expected to come online during the year from new projects in Canada and Russia.

 

We forecast 2022 global shipments in a range of 68 to 71 million tonnes, similar to 2021. We expect demand

 

LOGO

 

 

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Nutrien Annual Report 2021  |  19 

 

LOGO      Potash continued...    
growth in China and India due to their low inventory levels, and the potential for temporary reductions in North America and Latin America, following a record year.   Nutrien expects record potash sales volumes between 13.7 and 14.3 million tonnes in 2022. This forecast assumes sanctions on Belarus have a temporary impact on global supply. If there was a more significant long-term impact on global supply, Nutrien has the capability to   further ramp up production by hiring additional employees and incurring some small incremental capital expenditures.

 

LOGO      Nitrogen    

Operating Environment

 

Global nitrogen consumption grew by approximately one percent in 2021 driven by increased fertilizer demand for agricultural production as well as strong industrial demand in the US and Asia.

 

Natural gas prices surged in Europe and Asia due to tight supplies and stronger-than-expected energy demand. North American gas prices increased but to a much lesser extent than other major nitrogen producing regions. Record European natural gas prices in the second half contributed to a significant curtailment of nitrogen capacity. Weather-related outages,

 

export restrictions and project delays also contributed to tight supply.

 

Nitrogen benchmark prices increased significantly as a result of the tightening fundamentals and higher global energy costs.

 

Outlook

 

Nitrogen prices are expected to be supported by strong demand, high energy prices in Europe, government restrictions and geopolitical risks in key export markets. North American natural gas prices increased in early 2022 but we expect Henry Hub prices to average between $3.75 and $4.25 per MMBtu in 2022, well below import pricing levels in Europe and Asia.

 

Nutrien expects to increase Nitrogen sales volumes to between 10.8 and 11.3 million tonnes in 2022 with the completion of Phase 1 brownfield expansion projects in 2021 and higher expected anticipated rates.

 

LOGO

 

LOGO      Phosphate    
Operating Environment   Outlook  

LOGO

 

Global phosphate prices trended higher in 2021 supported by strong demand and limited new supply. Global trade flows continued to adjust to US countervailing duties on imports from Morocco and Russia. Sulfur and ammonia input costs increased significantly in 2021, however higher phosphate prices supported increased production margins.  

We expect phosphate fertilizer prices will be supported by a reduction in supply from China due to export restrictions and elevated raw material input cost. This is compounded by tight inventories in key import markets such as India.

 

Industrial and feed phosphate product prices are expected to increase but higher sulfur input costs could offset a significant portion of this increase.

We report our results in four reportable operating segments: Nutrien Ag Solutions (“Retail”), Potash, Nitrogen and Phosphate.

 

 

Adjusted EBITDA is the primary profit measure used to evaluate the segments’ performance as it excludes the impact of non-cash impairments and other costs that are centrally managed by our corporate function. Refer to Note 3 to the consolidated financial statements for details.

 

 

Net sales (sales revenues less freight, transportation and distribution expenses) is the primary revenue measure used in planning and forecasting in the Potash, Nitrogen and Phosphate operating segments.

 

 

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 20  |  Nutrien Annual Report 2021

 

 

LOGO

    

                      NUTRIEN AG SOLUTIONS

                     (“RETAIL”)

 

          

$1.9B

 

10.9%

   $1.0B     

>800K

  
 

Record

Adjusted EBITDA

 

Total

Adjusted EBITDA

Margin1

  

Proprietary Products Gross Margin

    

US Soil

Sample Tests

Performed

  

 

 

Our Business

Nutrien Ag Solutions is the world’s largest retailer of crop inputs and services, with over 2,000 Retail locations across the globe providing whole-acre solutions to approximately 500,000 grower accounts in North America, South America and Australia. Our focus is to help our customers meet the ever-growing demand for food, and advance the efficiency, profitability, and sustainability of their operations.

 

Our world-class network provides unparalleled access to growers with more than 1,500 locations in North America, over 400 locations in Australia and now more than 125 locations in South America, including a growing business in Brazil. Our supply chain and strategic partnerships, including over 1,000 crop input suppliers, ensure reliable delivery of crop inputs when our grower customers need them, where they need them.

We have approximately 3,900 agronomists and field experts who provide critical advice from the crop planning stage right through to harvest. This supports our grower customers in the ever-increasing challenge to increase yields and maximize returns, while improving on sustainability practices and outcomes.

Our Retail digital platform works seamlessly across Field Planning, Digital Agronomy, Ecommerce and Sustainability, providing an end-to-end experience for the grower, leveraging data to better serve our customers. We have also professionalized our long-standing finance offering to growers, providing a flexible and competitive option to finance their crop inputs.

We produce approximately 2,000 proprietary products that span the crop input chain, including seed, crop nutrients and crop protection. Key brands such as our Loveland Products and Dyna-Gro seed aim to give growers an advantage in producing the highest crop outcomes, while at the same time including a portfolio of specialty products that enhance sustainability practices. Our proprietary products generate meaningfully higher margins compared to third-party products, and we produce and distribute them from over 30 formulation facilities located in all key markets where we operate.

We are committed to supporting the increase of global food production, including the adoption of sustainable agricultural products and practices on 75 million acres globally. Our agricultural Carbon Program is a key initiative we have rolled out to provide farmers with the tools and practices that can help improve their environmental footprint, while providing a financial vehicle to monetize those improvements, creating a win-win situation for our industry and society in the pursuit of feeding a growing world.

 

 

1

This is a supplementary financial measure. See the “Other Financial Measures” section.

 

 

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Nutrien Annual Report 2021  |  21 

 

Competitive Landscape

The Ag retail industry is highly fragmented in most of our major markets, but evolving to best meet grower needs, with a variety of ownership structures and varying degrees of access to capital.

 

The major markets where we operate are primarily comprised of many small Ag retailers along with a small number of mid-sized competitors.

The US market remains fragmented, including cooperatives of various sizes, and continues to be a key focus area to grow our leading position through tuck-in acquisitions. In Western Canada, Nutrien continues to lead the market and grow organically through our proprietary products offering, including the Proven seed brand.

The Australian market is unique in that growers require a full suite of crop production inputs, but also solutions for livestock, water and irrigation services.

In Brazil, the market Nutrien is strategically targeting is characterized by small to medium-sized independent retail locations. There is an opportunity for Nutrien to enhance the product, service and solution offerings to growers in these select regions.

Growers want whole-acre solutions that can include a full suite of products, services and solutions, rooted in sound unbiased agronomic advice and analytics, stressing the importance of timely delivery and reliability of supply.

We believe scale, reliability and innovative solutions, including a focus on digital offerings and sustainability, will be required in the future in order to meet evolving grower needs and drive long-term growth and profitability for Retail.

 

 

Our Strategy

We are growing our world-class Retail network through organic growth initiatives and accretive acquisitions that enhance our ability to provide leading whole-acre solutions for farmers around the world.

We have opportunity to further realize benefits from an integrated business model, improve scalability and efficiency, and build on the trusted relationships with our agronomists and field consultants that have served growers through many agricultural cycles. We are committed to growing our business through five key organic pillars, while expanding our footprint through strategic acquisitions in our core markets.

Driving Organic Growth

 

LOGO

    

      1  

 

 Network

 

We are focused on enhancing the utilization of upstream products, cross-company supply chain optimization, building on the strong relationships with our external suppliers and optimizing our network efficiency in order to further build on our supply chain strength.

 

LOGO

    

       2  

 

 Proprietary

   Products

 

These higher-margin products give us differentiation and play a key role in providing leading crop inputs to our grower customers. They cater to specific geographic conditions and variability, including biologicals and nutritional solutions that boost yields and address soil health and agricultural sustainability.

 

LOGO

    

       3  

 

  Digital

 Platform

 

The platform is strengthening the customer/agronomist relationship and providing key agronomic data and insights to help our grower customers optimize their crop input decisions. We continue to add functionality and plan to expand the offering to Australia and South America in 2022.

 

LOGO

    

       4  

 

  Nutrien

 Financial

 

Our financing solutions provide competitive product financing for our customers, supporting customer retention and business growth. We are building new partnerships with diverse grower groups, and are exploring new finance program opportunities to promote sustainable agriculture and support positive environmental outcomes.

 

LOGO

    

      5  

 

  Sustainability                

 

We are playing a leading role in providing the products, services and solutions that growers need to increase production and profitability, while minimizing their environmental footprint. Our end-to-end Carbon Program is a key initiative that supports delivering on this commitment.

 

 

LOGO

 

 

 

 

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 22  |  Nutrien Annual Report 2021

 

Executing on Accretive Acquisitions

 

Nutrien Ag Solutions has a solid track record of strategic acquisitions in our core markets, which we believe is key to best meeting grower needs. Our tuck-in strategy continues to add value as we access new customers, further expand our higher-margin proprietary products, and integrate the business with our digital platform, world-class supply chain, and sustainability initiatives. Our primary focus will be on selective acquisitions in the US where we have room to grow.

We have made significant progress towards growing our business in Brazil, which is one of the largest and fastest-growing agriculture markets in the world. Our strategy is to provide leading whole-acre solutions to growers, similar to our other key markets, but with a more asset-lite model and a very targeted approach to the customers and regions we serve.

 

 

2021 Performance

Our Retail team effectively navigated a number of global supply chain challenges by utilizing the scale of our world-class network and strategic partnerships to drive market share gains and margin growth.

 

We achieved record Retail adjusted EBITDA of $1.9 billion, exceeded our 2023 adjusted EBITDA margin target and geographically diversified our Retail earnings further with 34 percent of adjusted EBITDA generated outside the US. Our ability to respond to a surge in customer demand also resulted in market share gains in all major product categories, including record crop nutrient sales volumes of 13.4 million tonnes.

We progressed on a number of organic growth initiatives, which yielded strong results, including record adjusted EBITDA per US selling location1 of $1.5 million and normalized comparable store sales2 reaching 7 percent. We improved our operating and working capital metrics with our cash operating coverage ratio2 of 58 percent and our average adjusted working capital to sales2 ratio declining to 13 percent. Our proprietary products portfolio contributed 23 percent of total Retail gross margin, and sales through our digitally enabled platform increased to $2.1 billion, representing 17 percent of retail sales in North America. Nutrien Financial generated growth in US finance offerings and program adoption and continued its expansion into Australia.

Acquisitions continue to be a significant part of our growth strategy. We completed 12 tuck-in acquisitions in the US and Australia in 2021, but were more selective given the stage of the agricultural cycle. We have deployed ~$300 million in Brazil since the start of 2020 through 5 transactions. We are on track to achieve our 2023 target of a run-rate EBITDA of $100 million in Brazil, generating over $65 million of EBITDA in 2021. We have a strong pipeline of acquisition targets and an exceptional local team in place to deliver on our strategy.

Nutrien also made progress advancing our Carbon Program in 2021. We doubled our initial target acreage sign-ups, with approximately 225,000 acres committed across our pilot portfolio. There was great interest from a diverse group of stakeholders including growers, supply chain partners, prospective buyers, NGOs and governments. 2021 was a key year of learning, providing valuable insights into how best to position and scale our comprehensive Carbon Program to drive impact. As we look forward into 2022, we plan to begin to scale portions of our North American portfolio, with meaningful increases in acreage, and launch pilots in South America and Australia.

 

 

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1

These are supplementary financial measures. See “Other Financial Measures” section. Excludes acquisitions.

2

These are non-IFRS financial measures. See the “Non-IFRS Financial Measures” section.

 

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Nutrien Annual Report 2021  |  23 

 

RETAIL FINANCIAL PERFORMANCE

 

          Dollars            Gross Margin            Gross Margin (%)  
   

(millions of US dollars, except

as otherwise noted)

    

 

     2021       

 

    2020       

 

   

%   

Change   

      

 

    2021       

 

    2020       

 

   

%   

Change   

      

 

    2021       

 

    2020  

Sales

                               

Crop nutrients

   

 

7,290

 

   

 

5,200

 

   

 

40   

 

   

 

1,597

 

   

 

1,130

 

   

 

41   

 

   

 

22

 

   

 

22

 

Crop protection products

   

 

6,333

 

   

 

5,602

 

   

 

13   

 

   

 

  1,551

 

   

 

  1,303

 

   

 

       19   

 

   

 

       24

 

   

 

23

 

Seed

   

 

2,008

 

   

 

1,790

 

   

 

12   

 

   

 

419

 

   

 

363

 

   

 

15   

 

   

 

21

 

   

 

20

 

Merchandise

   

 

1,033

 

   

 

943

 

   

 

10   

 

   

 

172

 

   

 

157

 

   

 

10   

 

   

 

17

 

   

 

17

 

Nutrien Financial

   

 

       189

 

   

 

129

 

   

 

47   

 

   

 

189

 

   

 

129

 

   

 

47   

 

   

 

100

 

   

 

     100

 

Services and other

   

 

1,051

 

   

 

1,241

 

   

 

(15)  

 

   

 

842

 

   

 

774

 

   

 

9   

 

   

 

80

 

   

 

62

 

Nutrien Financial elimination 1

   

 

 

 

 

 

 

 

(170

   

 

 

 

 

 

 

 

(120

   

 

 

 

 

 

 

 

42   

 

   

 

 

 

 

 

 

 

(170

   

 

 

 

 

 

 

 

(120

   

 

 

 

 

 

 

 

42   

 

   

 

 

 

 

 

 

 

100

 

   

 

 

 

 

 

 

 

100

 

   

 

 

 

17,734

 

 

   

 

 

 

14,785

 

 

   

 

 

 

20   

 

 

   

 

 

 

4,600

 

 

   

 

 

 

3,736

 

 

   

 

 

 

23   

 

 

   

 

 

 

26

 

 

   

 

 

 

25

 

 

Cost of goods sold

         

 

13,134

 

         

 

11,049

 

         

 

19   

 

   

 

 

 

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Gross margin

   

 

 

 

4,600

 

 

   

 

 

 

3,736

 

 

   

 

 

 

23   

 

 

 

Expenses 2

   

 

 

 

 

 

 

 

3,378

 

   

 

 

 

 

 

 

 

2,974

 

   

 

 

 

 

 

 

 

14   

 

 

 

 

 

 

Earnings before finance costs and taxes (“EBIT”)

   

 

1,222

 

   

 

762

 

   

 

60   

 

 

Depreciation and amortization

   

 

 

 

 

 

 

 

706

 

   

 

 

 

 

 

 

 

668

 

   

 

 

 

 

 

 

 

         6   

 

 

 

 

 

 

EBITDA

   

 

 

 

1,928

 

 

   

 

 

 

1,430

 

 

   

 

 

 

35   

 

 

 

Adjustments 3

   

 

 

 

 

 

 

 

11

 

   

 

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

n/m   

 

 

 

 

 

 

Adjusted EBITDA

   

 

 

 

 

 

 

 

 

 

1,939

 

 

   

 

 

 

 

 

 

 

 

 

1,430

 

 

   

 

 

 

 

 

 

 

 

 

36   

 

 

 

 

 

 

 

1  Represents elimination for the interest and service fees charged by Nutrien Financial to Retail branches.

2  Includes selling expenses of $3,124 million (2020 – $2,795 million).

3  See Note 3 to the consolidated financial statements.

   

   

   

 
                               

 

 

 

 

The most significant contributors to the changes in our Retail financial performance were as follows:

 

    

2021 vs 2020

 

Crop nutrients

 

Sales and gross margin increased in 2021 due to higher global sales volumes and higher selling prices from strong agriculture fundamentals. Gross margin percentage was flat as increases in selling prices were offset by higher purchasing costs.

 

Crop protection products

 

Sales and gross margin increased in 2021 primarily due to higher selling prices, market share growth and higher proprietary product sales. Gross margin percentage increased by 1 percentage point compared to 2020 due to strategic procurement in a rising pricing environment, higher proprietary product sales and product mix.

 

Seed

 

Sales and gross margin increased in 2021 due to significant organic growth achieved in South America and Australia following recent expansion initiatives and acquisitions, higher planted acreage in key regions where we operate, and strong grower margins leading to increased purchases. Gross margin percentage increased by 1 percentage point due to price increases, including from our proprietary products.

 

Merchandise

 

Sales and gross margin increased in 2021 due to strong grower and rancher purchasing in Australia.

 

Nutrien Financial

 

Gross margin increased in 2021 due to higher utilization and adoption of our programs, including from the expansion of Nutrien Financial.

 

Services and other

 

Gross margin increased in 2021, despite lower sales due to the divestment of an Australian livestock export business, which more than offset higher Australian livestock and real estate sales and higher US custom application sales.

 

Selling expenses

 

Expenses increased in 2021 due to higher sales activity, while selling expenses as a percentage of sales decreased.

 

Adjusted EBITDA

 

Adjusted EBITDA increased in 2021 primarily due to higher sales and gross margin from strong crop prices driving demand for crop input products, while improving cash expense levels as a percentage of sales compared to 2020.

 

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 24  |  Nutrien Annual Report 2021

 

SELECTED RETAIL MEASURES

  

 

     

 

     2021        

 

     2020  

Proprietary products margin as a percentage of product line margin (%)

           

Crop nutrients

     

 

21

 

     

 

25

 

Crop protection products

     

 

34

 

     

 

32

 

Seed

           

 

44

 

           

 

46

 

All products

           

 

23

 

           

 

23

 

Crop nutrients sales volumes (tonnes – thousands)

           

North America

     

 

9,848

 

     

 

9,746

 

International

           

 

3,535

 

           

 

2,986

 

Total

           

 

        13,383

 

           

 

12,732

 

Crop nutrients selling price per tonne

           

North America

     

 

556

 

     

 

421

 

International

           

 

512

 

           

 

367

 

Total

           

 

545

 

           

 

408

 

Crop nutrients gross margin per tonne

           

North America

     

 

133

 

     

 

99

 

International

           

 

82

 

           

 

55

 

Total

    

 

 

 

 

 

  

 

119

 

    

 

 

 

 

 

  

 

89

 

 

Financial performance measures     

 

 

 

 

 

     2023 Target       

 

 

 

 

 

     2021 Actuals       

 

 

 

 

 

     2020 Actuals  

Retail adjusted EBITDA margin (%) 1

     

 

11

 

     

 

11

 

     

 

10

 

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

     

 

1,100

 

     

 

1,481

 

     

 

1,075

 

Retail adjusted average working capital to sales (%) 3

     

 

17

 

     

 

13

 

     

 

15

 

Retail adjusted average working capital to sales excluding Nutrien Financial (%) 3,4

           

 

 

     

 

5

 

Nutrien Financial adjusted net interest margin (%) 3,4

           

 

6.6

 

     

 

5.3

 

Retail cash operating coverage ratio (%) 3

     

 

60

 

     

 

58

 

     

 

62

 

Retail normalized comparable store sales (%) 3,4

           

 

7

 

     

 

6

 

Retail digital platform sales to total sales (%) 1

     

 

50

 

     

 

17

 

     

 

11

 

Retail grower engagement (%) 4,5

    

 

 

 

 

 

    

 

 

 

 

 

    

 

 

 

 

 

  

 

11

 

    

 

 

 

 

 

  

 

10

 

 

1

These are supplementary financial measures. See the “Other Financial Measures” section.

2

Excluding acquisitions.

3

These are non-IFRS financial measures. See the “Non-IFRS Financial Measures” section.

4

No target was provided.

5

Percent of North American Retail growers doing one or more significant activities on the digital platform, such as ordering products and making payments.

Nutrien Financial

We offer flexible financing solutions to our customers in support of Nutrien’s agricultural product and service sales. Qualifying retail customers in the US and Australia are offered extended payment terms, typically up to one year, to facilitate the alignment of grower crop cycles with cash flows. Nutrien Financial revenues are primarily earned through interest and service fees that are charged to our Retail branches.

We hold a significant portion of receivables from customers that have historically experienced a low-default rate. We manage our credit portfolio based on a combination of review of customer credit metrics, past experience with the customer and exposure to any single customer. Nutrien Financial, which is our wholly owned finance captive, monitors and services the portfolio of our high-quality receivables from customers that have the lowest risk of default among Retail’s receivables from customers. We monitor the results of this portfolio of receivables separately because we calculate the cost of capital attributable to the high-quality receivables from customers differently from our other receivables. Specifically, we assume a debt to equity ratio of 7:1 in funding Nutrien Financial receivables, based on the underlying credit quality of the assets.

Nutrien Financial relies on corporate capital for funding. We estimate the deemed interest expense using an average borrowing rate of 1.25 percent applied to the notional debt required to fund the portfolio of receivables from customers monitored and serviced by Nutrien Financial. The balance of our Retail receivables (outside of Nutrien Financial) are subject to marginally higher credit risk.

 

 

 

    

 

      

 

      

 

      

 

      

 

      

 

     As at December 31,  
(millions of US dollars)      Current       
<31 days
past due
 
 
    
31–90 days
past due
 
 
    
>90 days
past due
 
 
    
Gross
Receivables
 
 
     Allowance  1      
2021 Net
Receivables
 
 
    
2020 Net
Receivables
 
 

North America

  

 

1,410

 

  

 

45

 

  

 

12

 

  

 

47

 

  

 

1,514

 

  

 

(26

  

 

1,488

 

  

 

1,150

 

International

  

 

537

 

  

 

47

 

  

 

26

 

  

 

54

 

  

 

664

 

  

 

(2

  

 

662

 

  

 

242

 

Nutrien Financial receivables 2

  

 

1,947

 

  

 

92

 

  

 

38

 

  

 

101

 

  

 

2,178

 

  

 

(28

  

 

2,150

 

  

 

1,392

 

 

1

Bad debt expense on the above receivables for the year ended December 31, 2021 was $10 million (2020 – $26 million) in the Retail segment.

2

Gross receivables include $1,792 million (2020 – $1,147 million) of very low risk of default and $386 million (2020 – $270 million) of low risk of default.

 

 

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Nutrien Annual Report 2021  |  25 

 

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POTASH

 

 

 

 

 

 

        

 

$2.7B

Record

Adjusted EBITDA

  

13.6Mmt

Record

Sales Volume

 

1Mmt

Potash Produced

Using Tele-remote and

Autonomous Methods

 

 

 

 

 

Our Business

Nutrien is well-positioned to create long-term value due to our flexible, low-cost network of 6 mines, and significant volume growth optionality.

 

As the world’s largest soft rock miner and producer of potash, with approximately 21 percent of global capacity, our mines are positioned to provide the world with decades of low-cost production. Situated in the best potash geology in the world, we employ world-class technology, processes and decades of experience, enabling our assets to reliably and safely produce potash.

We have 4 million tonnes of available potash capacity that can be brought online with limited time and capital in response to increasing global demand or due to supply interruptions. In addition, we have line of sight to 5 million tonnes of additional brownfield expansions, which can be incrementally developed at a much lower cost and shorter timeline than a greenfield mine.

We operate 6 mines as part of a diverse and flexible network that allows us to optimize our assets to cost-effectively supply the market and minimize the risk of lost production and sales due to unforeseen production downtime. Our product diversity allows us to serve customers in all major markets around the globe.

Our extensive transportation and distribution network is built to serve global markets and withstand even the most

disruptive weather or market-driven events. Our North American assets alone consist of approximately 6,200 railcars and 300 distribution points. Canpotex provides us access to 4 marine terminals in Canada and the US for delivery to over 40 international markets, providing the highest level of reliability for our customers.

Safety is paramount to Nutrien’s culture and actions, and in Potash is supported by actions such as our investment in maintaining our production network, decades of developing best practices in potash mining and the adoption of new technologies.

We are also committed to supporting the communities we live in, and with our 6 mines situated in the province of Saskatchewan, engaging with Indigenous communities is vital to our long-term success. This priority is carried out through employment, supply chain and investment that provides for the opportunity to build meaningful relationships in our communities.

 

 

 

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 26  |  Nutrien Annual Report 2021

 

Competitive Landscape

High quality potash reserves in significant quantities are limited to a small number of countries globally. Canada has the largest known global potash reserves, accounting for approximately 38 percent of the total.

 

More than 75 percent of the world’s potash capacity is held by the six largest producers. Our primary competitors are located in Russia, Belarus, Canada, Germany, Israel and Jordan. Building new production capacity requires significant capital and time to bring online. Geological and geopolitical events can result in short-term disruptions to global supply.

Most major potash-consuming countries in Asia and Latin America have limited or no indigenous production capability and rely on imports to meet their needs. This is an important difference between potash and other major crop nutrients. Trade typically accounts for approximately three-quarters of demand for potash, resulting in a globally diversified marketplace.

The global demand growth rate for potash has outpaced that of other primary nutrients, averaging approximately 2.9 percent cumulative annual growth rate (“CAGR”) since 2015, with the expectation of an additional 18 million tonnes of new demand added by 2030.

Potash demand growth will be driven by increasing nutrient requirements of higher-yielding crops and improving soil fertility practices, particularly in emerging markets where potash has been historically under-applied and crop yields lag.

 

 

Our Strategy

We will utilize our world-class network to respond quickly to changes in market supply and demand dynamics. We will continue to focus on efficiency and new technologies to lower our costs, optimize our asset base, and preserve the reliability and safety of our operations.

 

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   1

Production

  Capacity

   2

    Network

   Optimization

3

   Next Generation

Potash

In addition to being the world’s largest potash producer, our 4 million tonnes of available capacity positions us to bring on significant additional low-cost production that no other existing producer has the capability to deliver. Our world-class mine network and transportation and distribution system reliably provides tonnes to key markets around the world. We continuously assess market needs, preserving the ability to flex our mine network and increase production as needed to meet demand growth and industry supply disruptions.      We are focused on achieving the optimal production mix, which maximizes the benefits of our low-cost position and a leading domestic and offshore distribution network. At the same time, we regularly undertake preventative maintenance to ensure the high quality, reliability and safety of our operations.      We are investing in initiatives focused on self-generated power (including solar and wind), autonomous and tele-remote mining, and other advanced technologies to continue to lower our production costs, optimize throughput, and improve our environmental footprint and safety performance. These are being made from the mine face right through to the mill.
    

 

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Nutrien Annual Report 2021  |  27 

 

2021 Performance

Our Potash network demonstrated its scale, flexibility and reliability this year by significantly increasing production, while progressing on innovation initiatives to further optimize our production capability and cost profile, and ensuring our workers’ safety remained a top priority.

 

In response to strong global demand and supply constraints, Nutrien stepped up in 2021 and produced nearly 1 million tonnes of additional potash compared to what was planned at the start of the year. That decision was made to ensure our customers around the world received the product they needed and highlighted the capability of our flexible 6-mine network. We increased production of granular potash in response to increased demand for this premium product, showcasing our product mix agility. This production increase contributed to record potash sales volumes of 13.6 million tonnes, and record Potash adjusted EBITDA of $2.7 billion.

Our performance was also largely attributable to the strength of our supply chain, where we were able to deliver on our sales commitments despite two major weather-related rail interruptions in British Columbia. Having access to 6 mines and 4 marine terminals is a significant advantage for Nutrien and underscores our leadership position in the potash business. Despite headwinds from a stronger Canadian dollar, raw material cost inflation, and higher royalties, our average cost of goods sold per tonne was up by only 2 percent, due to mine network optimization and focus on cost control.

We advanced autonomous and tele-remote mining initiatives, which allow us to remove our operators from the active mining face. We are now able to operate mining machines from surface at our Lanigan and Cory mines. In 2021, we produced more than 1 million tonnes of product using autonomous and tele-remote methods. Within the scope of our Predictive Maintenance program, many of our key assets utilize machine vision capabilities to monitor and predict failures, inform maintenance strategies, and minimize downtime of our mines and mills. The Next Generation Potash program highlights the power of Nutrien’s Potash production network, relying on a broad spectrum of internal expertise and experience and partnering with local and international partners.

Progress was made on our self-generation initiatives that aim to produce power using wind and solar energy at our potash production facilities, and construction of a natural gas facility at our Rocanville mine site that is expected to meet the majority of power demand with lower-emission electricity than available from the public grid.

 

 

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 28  |  Nutrien Annual Report 2021

 

POTASH FINANCIAL PERFORMANCE

 

          Dollars                 Tonnes (thousands)                   Average per Tonne  
   

(millions of US dollars, except

as otherwise noted)

    

 

    2021       

 

    2020       

 

    %
Change
      

 

      

 

  2021       

 

    2020       

 

    %
Change
      

 

      

 

    2021       

 

    2020       

 

    %
Change
 
   

Manufactured product

                                         

Net sales

                                         

North America

   

 

1,638

 

   

 

908

 

   

 

80

 

       

 

5,159

 

   

 

4,815

 

   

 

7

 

     

 

317

 

   

 

189

 

   

 

68

 

Offshore

   

 

 

 

 

 

 

 

2,398

 

   

 

 

 

 

 

 

 

1,238

 

   

 

 

 

 

 

 

 

94

 

   

 

 

 

 

 

   

 

 

 

8,466

 

   

 

 

 

 

 

 

 

8,009

 

   

 

 

 

 

 

 

 

          6

 

   

 

 

 

 

 

   

 

 

 

 

 

 

 

      283

 

 

 

      

 

 

 

     155

 

   

 

 

 

 

 

 

 

83

 

   
   

 

      4,036

 

   

 

      2,146

 

   

 

88

 

       

 

  13,625

   

   

 

      12,824

 

   

 

6

 

     

 

296

 

   

 

167

 

   

 

77

 

Cost of goods sold

   

 

 

 

 

 

 

 

1,285

 

   

 

 

 

 

 

 

 

1,183

 

   

 

 

 

 

 

 

 

            9

 

   

 

 

 

 

 

   

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

 

 

94

 

   

 

 

 

 

 

 

 

92

 

   

 

 

 

 

 

 

 

2

 

 

Gross margin – total

   

 

2,751

 

   

 

963

 

   

 

186

 

                     

 

202

 

   

 

75

 

   

 

169

 

Expenses 1

   

 

 

 

 

 

 

 

512

   

   

 

 

 

 

 

 

 

248

 

   

 

 

 

 

 

 

 

106

 

   

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

   

 

 

 

 

 

 

 

36

 

   

 

 

 

 

 

 

 

35

 

   

 

 

 

 

 

 

 

            2

 

 

EBIT

   

 

2,239

 

   

 

715

 

   

 

213

 

       

 

Gross margin excluding depreciation

 

           

Depreciation and amortization

   

 

 

 

 

 

 

 

488

 

   

 

 

 

 

 

 

 

452

 

   

 

 

 

 

 

 

 

8

 

   

 

 

 

 

 

 

 

 

 

 and amortization – manufactured 3

 

   

 

 

 

 

 

 

 

238

 

   

 

 

 

 

 

 

 

110

 

   

 

 

 

 

 

 

 

116

 

 

EBITDA

   

 

2,727

 

   

 

1,167

 

   

 

134

 

       

 

Potash cash cost of product

 

           

Adjustments 2

   

 

 

 

 

 

 

 

9

 

   

 

 

 

 

 

 

 

23

 

   

 

 

 

 

 

 

 

(61

   

 

 

 

 

 

 

 

 

 

 manufactured 3

 

   

 

 

 

 

 

 

 

63

 

   

 

 

 

 

 

 

 

59

 

   

 

 

 

 

 

 

 

7

 

 

Adjusted EBITDA

   

 

 

 

 

 

 

 

2,736

 

   

 

 

 

 

 

 

 

1,190

 

   

 

 

 

 

 

 

 

130

 

   

 

 

 

 

 

   

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

 

1

Includes provincial mining taxes of $466 million (2020 – $201 million).

2

See Note 3 to the consolidated financial statements.

3

These are non-IFRS financial measures. See the “Non-IFRS Financial Measures” section.

 

 

The most significant contributors to the changes in our Potash financial performance were as follows:

 

    

2021 vs 2020

 

Sales volumes

 

North America and Offshore sales volumes increased in 2021 due to very strong global demand, tight global supply caused by outages from other potash producers, and our ability to increase production from our flexible, low-cost network of six mines and integrated transportation and logistics system.

 

Net realized selling price

 

Average selling prices increased in 2021 compared to 2020 due to higher global benchmark prices and tighter global supply caused by competitor outages and project delays as well as uncertainty regarding future sanctions on Belarus.

 

Cost of goods sold per tonne

 

Costs increased in 2021 due to the stronger Canadian dollar, higher royalties resulting from increased selling prices, higher input costs resulting from inflation, higher natural gas costs and changes in mine production mix.

 

Provincial mining taxes

 

We are subject to Saskatchewan provincial resource taxes, including the potash production tax and the resource surcharge. Expenses increased in 2021 primarily due to higher average potash selling prices, which are the basis for certain taxes.

 

Adjusted EBITDA

 

Adjusted EBITDA increased in 2021 due to the impact of higher net realized selling prices, which was partially offset by higher cash cost of goods sold per tonne and higher provincial mining taxes.

 

 

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Nutrien Annual Report 2021  |  29 

 

CANPOTEX SALES BY MARKET

 

(percentage of sales volumes except as otherwise noted)           2021             2020             Change  

Latin America

    

 

              38

 

    

 

              32

 

    

 

6

 

Other Asian markets 1

    

 

35

 

    

 

25

 

    

 

              10

 

China

    

 

11

 

    

 

22

 

    

 

(11

Other markets

    

 

10

 

    

 

7

 

    

 

3

 

India

   

 

 

 

 

 

  

 

6

 

   

 

 

 

 

 

  

 

14

 

   

 

 

 

 

 

  

 

(8

 

1

All Asian markets except China and India.

LOGO

POTASH PRODUCTION

 

 

    

 

      

 

      

 

     Operational Capability 2       

 

      

 

     Production  
 
(million tonnes KCI)     

 

 

 

 

 

    
Nameplate
Capacity
 
 1 
    

 

 

 

 

 

       2022       

 

 

 

 

 

       2021      

 

 

 

 

 

   

 

 

 

 

 

       2021       

 

 

 

 

 

       2020  
 

Rocanville Potash

     

 

6.5

 

  

 

 

 

  

 

5.2

 

  

 

 

 

  

 

5.2

 

   

 

 

 

  

 

5.00

 

  

 

 

 

  

 

5.29

 

Allan Potash

     

 

4.0

 

     

 

3.0

 

     

 

3.0

 

      

 

2.78

 

     

 

2.79

 

Vanscoy Potash

     

 

3.0

 

     

 

1.1

 

     

 

1.0

 

      

 

1.05

 

     

 

0.51

 

Lanigan Potash

     

 

3.8

 

     

 

2.7

 

     

 

2.8

 

      

 

2.91

 

     

 

2.33

 

Cory Potash

     

 

3.0

 

     

 

2.0

 

     

 

1.8

 

      

 

1.77

 

     

 

1.40

 

Patience Lake Potash

    

 

 

 

 

 

  

 

0.3

 

    

 

 

 

 

 

  

 

0.3

 

    

 

 

 

 

 

  

 

0.3

 

   

 

 

 

 

 

   

 

 

 

 

 

  

 

0.28

 

    

 

 

 

 

 

  

 

0.27

 

 

Total

    

 

 

 

 

 

  

 

20.6

 

    

 

 

 

 

 

  

 

14.3

 

    

 

 

 

 

 

  

 

        14.1

 

   

 

 

 

 

 

   

 

 

 

 

 

  

 

       13.79

 

    

 

 

 

 

 

  

 

12.59

 

 

Shutdown weeks 3

    

 

 

 

 

 

    

 

 

 

 

 

    

 

 

 

 

 

    

 

 

 

 

 

    

 

 

 

 

 

    

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

  

 

14

 

    

 

 

 

 

 

  

 

38

 

 

1

Represents estimates of capacity as at December 31, 2021. Estimates based on capacity as per design specifications or Canpotex entitlements once determined. In the case of Patience Lake, estimate reflects current operational capability. Estimates for all other facilities do not necessarily represent operational capability.

2

Estimated annual achievable production level at current staffing and operational readiness (estimated at the beginning of the year, and may vary during the year, and year-to-year, including between our facilities). Estimate does not include inventory-related shutdowns and unplanned downtime. In 2021, in response to strong global demand and supply constraints, we produced nearly 1 million tonnes of additional potash compared to what was planned.

3

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

 

 

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 30  |  Nutrien Annual Report 2021

 

LOGO

 

    

NITROGEN

 

    $2.3B   500K    1.1M     
   

Record

Adjusted EBITDA

 

Tonnes

Expected Production Capacity

from Phase 2 Brownfield

Projects Started in 2021

  

Tonnes

CO2e Captured

    

 

Our Business

Nutrien has a large, low-cost nitrogen business that supplies a diverse set of agricultural and industrial end markets. We play a leading role in providing solutions to the sustainable production and use of nitrogen products.

 

Our 9 nitrogen production facilities across North America and Trinidad possess significant advantages. Nutrien is one of the largest producers of nitrogen products in the world, including ammonia capacity of 7.1 million tonnes. Our sales portfolio represents a well-balanced combination of agricultural and industrial products, providing flexibility to optimize our product mix during changing market conditions. Agriculture sales represent approximately 60 percent of our nitrogen sales.

Our North American operations are situated in close proximity to major consuming markets, providing selling and delivery advantages. Our operations in Canada and the US have access to some of the lowest cost natural gas feedstock supply in the world, which represents approximately 80 percent of our total nitrogen sales volume. We have an extensive network of approximately 220 distribution points with over 1.3 million tonnes of storage capacity, providing the ability to place product and service customers very efficiently.

Our Trinidad operations are situated on tide water, where we deliver to approximately 30 countries, with a focus on industrial end markets. We have gas supply contracts in Trinidad with gas costs indexed to ammonia prices. We also have an investment in a world-scale nitrogen facility in Argentina, which serves the growing agricultural markets in South America.

Nutrien is playing a leading role in sustainably feeding the world, including improvements to the environmental footprint of nitrogen production and agricultural use. We have two active carbon sequestration projects and are a leader in low-carbon ammonia production, with 1 million tonnes of production capability. We also have many nitrogen-based fertilizer products that play an innovative and effective role in reducing farming’s environmental footprint, including over 450 thousand tonnes of our proprietary enhanced efficiency ESN® product.

 

 

 

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Nutrien Annual Report 2021  |  31 

 

Competitive Landscape

Production of nitrogen is the most geographically diverse of the three primary crop nutrients due to the widespread availability of hydrogen sources, with low-cost and reliable energy feedstock being a key competitive advantage.

 

Ammonia is primarily consumed close to the regions in which it is produced due to the cost of transportation, whereas urea and nitrogen solutions are more widely transported and traded. We compete with other producers in Canada and the US and several offshore suppliers.

Access to reliable and competitively priced energy feedstock supply has become an increasingly important driver of profitability, as recent weather, political and economic events have created additional volatility in certain global energy markets.

The US remains one of the largest importers of nitrogen and a key driver of global trade despite a significant increase in domestic capacity and production over the past decade.

In developed regions of the world, nitrogen producers are focused on reducing CO2e emissions. In addition, the scope of industrial uses for low-carbon ammonia has expanded, including marine fuels and as a hydrogen carrier for power generation, with the potential to significantly increase global demand for ammonia. These changes present an opportunity for Nutrien, due to the location of our assets, existing supply chain and customer relationships.

 

 

Our Strategy

Nutrien is growing the nitrogen business through strategic investment projects that improve the reliability and energy efficiency of our plants, while increasing capacity and product flexibility. We are also taking steps to reduce GHG emissions and are evaluating opportunities to further enhance our capability to produce low-carbon ammonia.

 

LOGO

1

Reliability, Efficiency

and Productivity

We are investing in short-payback projects that improve the safety and efficiency of our plants. These initiatives reduce production costs, help to prevent unplanned downtime and provide a safer environment for our employees. We will continue to optimize our nitrogen network to best leverage the production flexibility of our low-cost facilities and extensive distribution network.

LOGO

2

Brownfield

Capacity Expansions

Nutrien is growing and improving the position of our assets through low-risk, high return projects that enhance our product mix, improve our energy efficiency and expand our North American capacity. We expect to invest $260 million in a second phase of brownfield projects that will add approximately 500 thousand tonnes of annualized, low-cost and environmentally efficient production capacity over the next few years.

LOGO

3

Sustainability

Leader

We are reducing the carbon footprint of our nitrogen operations through energy efficiency and N2O abatement initiatives, as well as evaluating additional opportunities to expand our capability to produce low-carbon ammonia. We are working on a number of innovative projects and partnerships, such as a pilot with the US Department of Energy assessing the feasibility of green ammonia, and a partnership with EXMAR to develop an ammonia-fueled vessel. We are also supporting our grower customers reduce their footprint by expanding our portfolio of sustainable products including ESN®, and sales of urea solutions into the DEF market.

 

 

LOGO

 

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 32  |  Nutrien Annual Report 2021

 

2021 Performance

We provided outstanding service to our customers in the wake of strong global demand and impacts of weather-related production outages and rising global energy feedstock costs.

 

We delivered record Nitrogen adjusted EBITDA of $2.3 billion highlighting the advantage of our low-cost assets, in-market production and extensive distribution network. Despite weather-related production downtime, we were able to utilize our geographically diversified network to meet our sales commitments. We completed two large turnarounds at Borger and Redwater, ensuring continued safety, reliability and efficiency at our sites.

Phase 1 of our brownfield expansion projects, which started in 2018, was completed in 2021 on time and on budget, and we expect to fully realize the benefits of these projects in 2022. We initiated Phase 2 of our brownfield expansion projects in 2021, which will increase production volume and improve energy efficiency and are expected to generate attractive returns on investment.

We captured 1.1 million tonnes of CO2 equivalent in 2021. Sales of our ESN® product and urea solutions product into DEF markets in 2021 were over 1 million tonnes, representing a combined 6 percent growth rate from 2020. In addition, we have approved and commenced with the first tranche of decarbonization projects in Nitrogen, allocating $50 million towards projects that will reduce our CO2 equivalent emissions by approximately 1 million tonnes by the end of 2023 and provide a significant step towards our 2030 GHG emissions reduction targets.

 

 

LOGO

 

LOGO

 N

 

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Nutrien Annual Report 2021  |  33 

 

NITROGEN FINANCIAL PERFORMANCE

 

          Dollars                 Tonnes (thousands)                   Average per Tonne   
   

(millions of US dollars, except

as otherwise noted)

    

 

    2021       

 

    2020       

 

    %
Change
      

 

      

 

  2021       

 

    2020       

 

    %
Change
      

 

      

 

    2021       

 

    2020       

 

    %
Change
 
   

Manufactured product

                                         

Net sales

                                         

Ammonia

   

 

1,393

 

   

 

621

 

   

 

124

 

       

 

2,919

 

   

 

2,778

 

   

 

5

 

     

 

477

 

   

 

224

 

   

 

113

 

Urea

   

 

1,463

 

   

 

933

 

   

 

57

 

       

 

3,059

 

   

 

3,475

 

   

 

(12

     

 

478

 

   

 

268

 

   

 

78

 

Solutions, nitrates and sulfates

   

 

 

 

 

 

 

 

1,128

 

   

 

 

 

 

 

 

 

668

 

   

 

 

 

 

 

 

 

69

 

   

 

 

 

 

 

   

 

 

 

4,747

 

   

 

 

 

 

 

 

 

4,713

 

   

 

 

 

 

 

 

 

          1

 

   

 

 

 

 

 

   

 

 

 

 

 

 

 

      238

 

 

 

      

 

 

 

     142

 

   

 

 

 

 

 

 

 

68

 

   
   

 

      3,984

 

   

 

      2,222

 

   

 

79

 

       

 

  10,725

 

   

 

      10,966

 

   

 

(2

     

 

371

 

   

 

203

 

   

 

83

 

Cost of goods sold

   

 

 

 

 

 

 

 

2,353

 

   

 

 

 

 

 

 

 

1,804

 

   

 

 

 

 

 

 

 

            30

 

   

 

 

 

 

 

   

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

 

 

219

 

   

 

 

 

 

 

 

 

165

 

   

 

 

 

 

 

 

 

33

 

 

Gross margin – manufactured

   

 

1,631

 

   

 

418

 

   

 

290

 

                     

 

152

 

   

 

38

 

   

 

300

 

Gross margin – other 1

   

 

 

 

 

 

 

 

95

 

   

 

 

 

 

 

 

 

57

 

   

 

 

 

 

 

 

 

67

 

   

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

   

 

 

 

 

 

 

 

52

 

   

 

 

 

 

 

 

 

55

 

   

 

 

 

 

 

 

 

(5

 

Gross margin – total

   

 

1,726

 

   

 

475

 

   

 

263

 

       

 

Gross margin excluding depreciation

 

           

Income

   

 

 

 

 

 

 

 

(3

)   

   

 

 

 

 

 

 

 

(225

)   

   

 

 

 

 

 

 

 

(99

   

 

 

 

 

 

 

 

 

 

 and amortization – manufactured 3

 

   

 

 

 

 

 

 

 

204

 

   

 

 

 

 

 

 

 

93

 

   

 

 

 

 

 

 

 

120

 

 

EBIT

   

 

1,729

 

   

 

700

 

   

 

147

 

       

 

Ammonia controllable cash cost of

 

           

Depreciation and amortization

   

 

 

 

 

 

 

 

557

 

   

 

 

 

 

 

 

 

599

 

   

 

 

 

 

 

 

 

(7

   

 

 

 

 

 

 

 

 

 

 product manufactured 3

 

   

 

 

 

 

 

 

 

50

 

   

 

 

 

 

 

 

 

43

 

   

 

 

 

 

 

 

 

16

 

 

EBITDA

   

 

2,286

 

   

 

1,299

 

   

 

76

 

                             

Adjustments 2

   

 

 

 

 

 

 

 

22

 

   

 

 

 

 

 

 

 

(219

   

 

 

 

 

 

 

 

n/m

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

   

 

 

 

 

 

 

 

2,308

 

   

 

 

 

 

 

 

 

1,080

 

   

 

 

 

 

 

 

 

114

 

   

 

 

 

 

 

   

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

 

1

Includes other nitrogen (including ESN® and Rainbow) and purchased products and comprises net sales of $705 million (2020 – $518 million) less cost of goods sold of $610 million (2020 – $461 million).

2

See Note 3 to the consolidated financial statements.

3

These are non-IFRS financial measures. See the “Non-IFRS Financial Measures” section.

 

 

The most significant contributors to the changes in our Nitrogen financial performance were as follows:

 

    

2021 vs 2020

 

Sales volumes

 

Sales volumes decreased slightly in 2021 due to more planned plant turnaround activity, temporary production outages and lower inventory volumes at the beginning of 2021 compared to 2020.

 

Net realized selling price

 

Our average selling price for nitrogen products increased in 2021 due to higher benchmark prices resulting from the strength in global demand and tight global supply caused by production outages and higher energy prices in key nitrogen exporting regions.

 

Cost of goods sold per tonne

 

Costs were higher in 2021 primarily due to higher natural gas prices. Raw material costs and period costs related to plant downtime were also higher in 2021 compared to 2020.

 

Income

 

Other income decreased in 2021 mainly due to a one-time gain in 2020 of $250 million recognized from the sale of our equity-accounted investment in Misr Fertilizers Production Company S.A.E. (“MOPCO”) and settlement of related legal claims.

 

Adjusted EBITDA

 

Adjusted EBITDA increased in 2021 primarily due to higher net realized selling prices more than offsetting higher cash cost of goods sold per tonne from higher natural gas costs.

NATURAL GAS PRICES IN COST OF PRODUCTION

 

(US dollars per MMBtu, except as otherwise noted)             2021        2020     % Change  

Overall gas cost excluding realized derivative impact

   

 

              4.60

 

 

 

          2.31

 

 

 

              99

 

Realized derivative impact

   

 

 

 

 

 

 

 

0.01

 

 

 

0.05

 

 

 

(80

Overall gas cost

   

 

 

 

 

 

 

 

4.61

 

 

 

2.36

 

 

 

95

 

Average NYMEX

   

 

3.84

 

 

 

2.08

 

 

 

85

 

Average AECO

   

 

 

 

 

 

 

 

2.84

 

 

 

1.68

 

 

 

69

 

 

    

2021 vs 2020

 

Overall gas cost

 

Gas prices in our cost of production increased in 2021 as a result of higher North American gas index prices and increased gas costs in Trinidad, where gas prices are linked to ammonia benchmark prices.

 

 

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 34  |  Nutrien Annual Report 2021

 

SELECTED NITROGEN MEASURES

  

 

     

 

     2021        

 

     2020  

Sales volumes (tonnes – thousands)

           

Fertilizer

     

 

        6,028

 

     

 

        6,750

 

Industrial and feed

     

 

4,697

 

     

 

4,216

 

Net sales (millions of US dollars)

           

Fertilizer

     

 

2,364

 

     

 

1,467

 

Industrial and feed

     

 

1,620

 

     

 

755

 

Net selling price per tonne

           

Fertilizer

     

 

392

 

     

 

217

 

Industrial and feed

    

 

 

 

 

 

  

 

345

 

    

 

 

 

 

 

  

 

179

 

 

LOGO

NITROGEN PRODUCTION

 

 

    

 

    Ammonia 1       

 

      

 

    Urea 2        
 
 

 

    

 

     

 

      

 

     Production        

 

     

 

     

 

      

 

     Production        
 
(million tonnes product)     

 

 

 

 

 

   

Annual

Capacity

 

 3 

    

 

 

 

 

 

       2021       

 

 

 

 

 

       2020      

 

 

 

 

 

   

 

 

 

 

 

   

Annual

Capacity

 

 3 

    

 

 

 

 

 

       2021       

 

 

 

 

 

       2020  
 

Trinidad Nitrogen 4

    

 

2.2

 

  

 

 

 

  

 

      1.66

 

  

 

 

 

  

 

1.57

 

     

 

0.7

 

  

 

 

 

  

 

      0.72

 

  

 

 

 

  

 

0.73

 

Redwater Nitrogen

    

 

0.9

 

     

 

0.72

 

     

 

0.85

 

     

 

0.7

 

     

 

0.53

 

     

 

0.75

 

Augusta Nitrogen

    

 

0.8

 

     

 

0.73

 

     

 

0.66

 

     

 

0.6

 

     

 

0.55

 

     

 

0.46

 

Lima Nitrogen

    

 

0.7

 

     

 

0.76

 

     

 

0.61

 

     

 

0.5

 

     

 

0.50

 

     

 

0.40

 

Geismar Nitrogen

    

 

0.5

 

     

 

0.50

 

     

 

0.55

 

     

 

0.4

 

     

 

0.33

 

     

 

0.35

 

Carseland Nitrogen

    

 

0.5

 

     

 

0.52

 

     

 

0.55

 

     

 

0.8

 

     

 

0.72

 

     

 

0.74

 

Fort Saskatchewan Nitrogen

    

 

0.5

 

     

 

0.46

 

     

 

0.48

 

     

 

0.4

 

     

 

0.41

 

     

 

0.44

 

Borger Nitrogen

    

 

0.5

 

     

 

0.25

 

     

 

0.40

 

     

 

0.6

 

     

 

0.31

 

     

 

0.53

 

Joffre Nitrogen

    

 

 

 

 

 

 

 

0.5

 

    

 

 

 

 

 

  

 

0.40

 

    

 

 

 

 

 

  

 

0.39

 

   

 

 

 

 

 

   

 

 

 

 

 

 

 

 

    

 

 

 

 

 

  

 

 

    

 

 

 

 

 

  

 

 

 

Total

    

 

 

 

 

 

 

 

7.1

 

    

 

 

 

 

 

  

 

6.00

 

    

 

 

 

 

 

  

 

6.06

 

   

 

 

 

 

 

   

 

 

 

 

 

 

 

4.7

 

    

 

 

 

 

 

  

 

4.07

 

    

 

 

 

 

 

  

 

4.40

 

 

Adjusted total 5

    

 

 

 

 

 

   

 

 

 

 

 

    

 

 

 

 

 

  

 

3.94

 

    

 

 

 

 

 

  

 

4.10

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

 

Ammonia operating rate 5

    

 

 

 

 

 

   

 

 

 

 

 

    

 

 

 

 

 

  

 

90

 

    

 

 

 

 

 

  

 

93

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

 

1

All figures are shown on a gross production basis.

2

Reflects capacity and production of urea liquor prior to final product upgrade. Urea liquor is used in the production of solid urea, UAN and DEF.

3

Annual capacity estimates include allowances for normal operating plant conditions.

4

In 2021, we temporarily reopened our previously closed ammonia plant in Trinidad to offset reduced production at one of our other ammonia plants. We expect the plant to operate until mid-2022, after which it will close indefinitely.

5

Excludes Trinidad and Joffre.

 

 

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Nutrien Annual Report 2021  |  35 

 

    

LOGO

 

    

PHOSPHATE

 

       $540M    89%       2,700   
  Record    P205       Acres of Land Returned Back to   
  Adjusted EBITDA    Operating Rate            Productive Use After Phosphate        
           Rock Mining (2019–2021)   

 

Our Business

We are the second largest phosphate producer in North America and sell approximately 3 million tonnes of fertilizer, feed and industrial phosphate products.

 

Nutrien has two large integrated phosphate facilities in the US, and 4 regional product upgrade facilities. Due to the high quality of our phosphate rock, we can produce a diverse mix of phosphate products, including solid and liquid fertilizers, feed and industrial acids.

This flexibility allows us to optimize our product mix during changing market conditions. We sell the majority of our product in the North American market and benefit from our

extensive distribution network and customer relationships. Agriculture sales represent approximately 75 percent of our phosphate sales.

We are expanding production of industrial and specialty fertilizer products that have historically provided more stable and higher margins. Our MAP with micronized sulfur content is one example of innovative product lines we continue to bring to the market.

 

 

Competitive Landscape

Phosphate rock is found in significant quantity and quality in only a handful of geographic locations, and few with a progressive sustainability record.

 

We compete with producers primarily from China, Morocco, Russia, Saudi Arabia and the US. To produce finished phosphate products (DAP, MAP), access to low-cost ammonia and sulfur is also an important consideration.

Many factors impact the viability of developing a rock deposit for mining. These include the quality of the phosphate rock deposit, government stability, environmental requirements and proximity to target markets. Given the concentration of deposits in North Africa and the Middle East, government

 

involvement is a major consideration when evaluating potential phosphate project developments.

Producers in Morocco and Saudi Arabia have added the majority of new capacity over the past decade. The ability of these countries to add low-cost capacity and operate under different environmental regulations resulted in an extended period of oversupply in the global market. As a result, total US phosphate production has declined by 29 percent over this period.

 

 

 

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 36  |  Nutrien Annual Report 2021

 

Our Strategy

We are focused on optimizing our existing business by lowering our controllable operating costs, increasing plant reliability and further diversifying our product mix.

 

Phosphate fertilizer remains an essential input for crop nutrition. We will continue to invest in our assets, while focusing on generating positive free cash flow for the business unit.

Industrial and specialty fertilizer products continue to be a focus area as they historically yield higher margins. We will

explore value-enhancing strategic partnerships that develop additional revenue streams from our existing assets, such as our anhydrous hydrogen fluoride (“AHF”) project at Aurora, and our hydrofluorosilicic acid (“HFSA”) business at White Springs.

 

 

2021 Performance

We generated record Phosphate adjusted EBITDA of $540 million due to an improvement in market fundamentals and continued improvements to our controllable cost profile and product mix.

 

Phosphate margins increased significantly as higher selling prices more than offset higher raw material costs and lower sales volume. We were able to increase our phosphoric acid operating rate by 2 percent compared to 2020 and increased our proportion of sales of higher-margin specialty phosphate products. Construction of our AHF plant with our partner Arkema was completed in 2021, and production is expected to start in the first half of 2022. Over the last three years we

returned 2,700 acres of land back to its productive use after phosphate mining. We will continue to invest in the reliability and safety of our assets. Enhancing reliability reduces GHG emissions associated with phosphate production. Additionally, we will continue to advance our reclamation projects that return land back to its production use. Our reclamation process has earned state and national awards in the US.

 

 

 

LOGO

 

LOGO

 P

 

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Nutrien Annual Report 2021  |  37 

 

PHOSPHATE FINANCIAL PERFORMANCE

 

          Dollars                 Tonnes (thousands)                   Average per Tonne   
   
(millions of US dollars, except as
otherwise noted)
    

 

    2021       

 

    2020       

 

    %
Change
      

 

      

 

  2021       

 

    2020       

 

    %
Change
      

 

      

 

    2021       

 

    2020       

 

    %
Change
 
   

Manufactured product

                                         
   

Net sales

                                         
   

Fertilizer

   

 

1,108

 

   

 

671

 

   

 

65

 

       

 

1,840

 

   

 

2,048

 

   

 

(10

     

 

602

 

   

 

328

 

   

 

84

 

Industrial and feed

   

 

 

 

 

 

 

 

520

 

   

 

 

 

 

 

 

 

404

 

   

 

 

 

 

 

 

 

29

 

   

 

 

 

 

 

   

 

 

 

779

 

   

 

 

 

 

 

 

 

733

 

   

 

 

 

 

 

 

 

6

 

   

 

 

 

 

 

   

 

 

 

 

 

 

 

667

 

   

 

 

 

 

 

 

 

552

 

   

 

 

 

 

 

 

 

21

 

   
   

 

      1,628

 

   

 

      1,075

 

   

 

51

 

       

 

  2,619

 

   

 

2,781

 

   

 

(6

     

 

      622

 

   

 

387

 

   

 

61

 

Cost of goods sold

   

 

 

 

 

 

 

 

1,227

 

   

 

 

 

 

 

 

 

1,044

 

   

 

 

 

 

 

 

 

        18

 

   

 

 

 

 

 

   

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

 

 

469

 

   

 

 

 

 

 

 

 

376

 

   

 

 

 

 

 

 

 

25

 

 

Gross margin – manufactured

   

 

401

 

   

 

31

 

   

 

n/m

 

       

 

             

 

             

 

153

 

   

 

11

 

   

 

n/m

Gross margin – other 1

   

 

 

 

 

 

 

 

20

 

   

 

 

 

 

 

 

 

5

 

   

 

 

 

 

 

 

 

300

 

   

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

   

 

 

 

 

 

 

 

58

 

   

 

 

 

 

 

 

 

78

 

   

 

 

 

 

 

 

 

(26

 

Gross margin – total

   

 

421

 

   

 

36

 

   

 

n/m

 

       

 

Gross margin excluding depreciation

 

           

Expenses

   

 

 

 

 

 

 

 

36

 

   

 

 

 

 

 

 

 

791

 

   

 

 

 

 

 

 

 

(95

   

 

 

 

 

 

 

 

 

 

 and amortization – manufactured 2

 

   

 

 

 

 

 

 

 

211

 

   

 

 

 

 

 

 

 

89

 

   

 

 

 

 

 

 

 

136

 

 

EBIT

   

 

385

 

   

 

(755

   

 

n/m

 

                   

Depreciation and amortization

   

 

 

 

 

 

 

 

151

 

   

 

 

 

 

 

 

 

218

 

   

 

 

 

 

 

 

 

(31

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA

   

 

536

 

   

 

(537

   

 

n/m

 

                             

Adjustments 3

   

 

 

 

 

 

 

 

4

 

   

 

 

 

 

 

 

 

769

 

   

 

 

 

 

 

 

 

(99

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

   

 

 

 

 

 

 

 

540

 

   

 

 

 

 

 

 

 

232

 

   

 

 

 

 

 

 

 

133

 

   

 

 

 

 

 

   

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

 

1

Includes other phosphate and purchased products and comprises net sales of $201 million (2020 – $127 million) less cost of goods sold of $181 million (2020 – $122 million).

2

This is a non-IFRS financial measure. See the “Non-IFRS Financial Measures” section.

3

See Note 3 to the consolidated financial statements.

 

 

The most significant contributors to the changes in our Phosphate financial performance were as follows:

 

    

2021 vs 2020

 

Sales volumes

 

Sales volumes decreased in 2021 from lower fertilizer volumes due to a slower start to the season and lower inventory volumes at the beginning of 2021, partially offset by higher industrial and feed volumes due to changes in product mix.

 

Net realized selling price

 

Our average realized phosphate fertilizer selling prices increased in 2021 consistent with higher global benchmark prices driven by higher global demand, tight global supply and higher raw material costs compared to 2020. Industrial and feed selling prices increased to a lesser extent than fertilizer selling prices due to a lag in price realizations relative to spot prices.

 

Cost of goods sold per tonne

 

Costs increased in 2021 due to higher sulfur and ammonia input costs, partially offset by lower depreciation and amortization from lower depreciable asset values resulting from the asset impairment recorded in the third quarter of 2020. In 2020, costs were also favorably impacted by a change in estimate related to an asset retirement obligation.

 

Impairment of assets

 

In 2020, we recorded non-cash impairments of assets relating to our property, plant and equipment at Aurora and White Springs of $545 million and $215 million, respectively, primarily due to lower long-term forecasted global phosphate prices.

 

Adjusted EBITDA

 

Adjusted EBITDA increased in 2021 due to the impact of higher selling prices more than offsetting higher cost of goods sold per tonne.

 

 

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 38  |  Nutrien Annual Report 2021

 

 

LOGO

PHOSPHATE PRODUCTION

 

 

 

   

 

    Phosphate Rock       

 

    Phosphoric Acid (P2O5)       

 

    Liquid Products       

 

    Solid Fertilizer Products  
     
 

 

   

 

     

 

     

 

      Production       

 

     

 

     

 

      Production       

 

     

 

     

 

      Production       

 

     

 

     

 

      Production    
     
(million tonnes)     

 

    Annual
Capacity
      

 

    2021       

 

    2020       

 

   

Annual

Capacity

      

 

    2021       

 

    2020       

 

   

Annual

Capacity

      

 

    2021       

 

    2020       

 

   

Annual

Capacity

      

 

    2021       

 

    2020  
     

Aurora Phosphate

   

 

5.4

 

   

 

3.77

 

   

 

3.94

 

     

 

1.2

 

   

 

1.05

 

   

 

0.98

 

     

 

2.7

 1 

   

 

2.12

 

   

 

1.99

 

     

 

0.8

 

   

 

0.80

 

   

 

0.83

 

White Springs Phosphate

   

 

 

 

 

 

 

 

2.0

 

   

 

 

 

 

 

 

 

1.62

 

   

 

 

 

 

 

 

 

1.81

 

   

 

 

 

 

 

 

 

0.5

 

   

 

 

 

 

 

 

 

0.47

 

   

 

 

 

 

 

 

 

0.46

 

   

 

 

 

 

 

 

 

0.7

 2 

   

 

 

 

 

 

 

 

0.44

 

   

 

 

 

 

 

 

 

0.43

 

   

 

 

 

 

 

 

 

0.8

 

   

 

 

 

 

 

 

 

0.40

 

   

 

 

 

 

 

 

 

0.35

 

     

Total

   

 

 

 

 

 

 

 

7.40

 

   

 

 

 

 

 

 

 

5.39

 

   

 

 

 

 

 

 

 

5.75

 

   

 

 

 

 

 

 

 

1.70

 

   

 

 

 

 

 

 

 

1.52

 

   

 

 

 

 

 

 

 

1.44

 

   

 

 

 

 

 

 

 

3.40

 

   

 

 

 

 

 

 

 

2.56

 

   

 

 

 

 

 

 

 

2.42

 

   

 

 

 

 

 

 

 

1.60

 

   

 

 

 

 

 

 

 

1.20

 

   

 

 

 

 

 

 

 

1.18

 

   

P2O5 operating rate

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

 

 

89

 

   

 

 

 

 

 

 

 

85

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

A substantial portion is consumed internally in the production of downstream products. The balance is exported to phosphate fertilizer producers or sold domestically to dealers who custom-mix liquid fertilizer. Capacity comprised of 2.0 million tonnes merchant grade acid and 0.7 million tonnes superphosphoric acid.

2

Represents annual superphosphoric acid capacity. A substantial portion is consumed internally in the production of downstream products. The balance is exported to phosphate fertilizer producers or sold domestically to dealers who custom-mix liquid fertilizer.

In addition to the production above, annual capacity (in millions of tonnes) for phosphate feed and purified acid was 0.7 and 0.3, respectively. Production in 2021 was 0.31 and 0.24, respectively, and 2020 production was 0.31 and 0.20, respectively.

 

 

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Nutrien Annual Report 2021  |  39 

 

CORPORATE AND OTHERS FINANCIAL PERFORMANCE

“Corporate and Others” is a non-operating segment comprising corporate and administrative functions that provide support and governance to our operating business units.

 

(millions of US dollars, except as otherwise noted)                       2021            

2020

           

%
Change

 

Sales 1

    

 

 

    

 

82

 

    

 

(100

Cost of goods sold

   

 

 

 

 

 

  

 

 

   

 

 

 

 

 

  

 

74

 

   

 

 

 

 

 

  

 

(100

Gross margin

    

 

 

    

 

8

 

    

 

(100

Selling expenses

    

 

(21

    

 

(24

    

 

(13

General and administrative expenses

    

 

275

 

    

 

269

 

    

 

2

 

Share-based compensation expense

    

 

198

 

    

 

69

 

    

 

187

 

Impairment of assets

    

 

 

    

 

5

 

    

 

(100

Other expenses

   

 

 

 

 

 

  

 

253

 

   

 

 

 

 

 

  

 

230

 

   

 

 

 

 

 

  

 

10

 

EBIT

    

 

(705

    

 

(541

    

 

30

 

Depreciation and amortization

   

 

 

 

 

 

  

 

49

 

   

 

 

 

 

 

  

 

52

 

   

 

 

 

 

 

  

 

(6

EBITDA

    

 

(656

    

 

(489

    

 

34

 

Adjustments 2

   

 

 

 

 

 

  

 

348

 

   

 

 

 

 

 

  

 

203

 

   

 

 

 

 

 

  

 

71

 

Adjusted EBITDA

   

 

 

 

 

 

  

 

(308

   

 

 

 

 

 

  

 

(286

   

 

 

 

 

 

  

 

8

 

 

1

Primarily relates to our non-core Canadian business that was sold in 2020.

2

See Note 3 to the consolidated financial statements.

The most significant contributors to the changes in our Corporate and Others financial performance were as follows:

 

    

2021 vs 2020

 

Share-based compensation expense

 

Share-based compensation expense was higher in 2021 due to higher payout amounts and higher value of share-based awards outstanding.

 

Other expenses

 

Increase in expenses was primarily due to additional cloud computing related expenses recognized in the first half of 2021 from our change in accounting policy and higher foreign exchange losses.

ELIMINATIONS

Eliminations of sales between operating segments in 2021 were $(1,612) million (2020 – $(1,115) million) with gross margin recovery of $(89) million (2020 – $21 million). Eliminations are not part of the Corporate and Others segment.

Eliminations increased due to higher-margin inventories held by our Retail segment as global commodity benchmark prices increased.

 

 

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 40  |  Nutrien Annual Report 2021

 

FINANCE COSTS, INCOME TAX EXPENSE (RECOVERY)

AND OTHER COMPREHENSIVE INCOME

 

(millions of US dollars, except as otherwise noted)     

 

                2021       

 

    2020       

 

    %
Change
 
Finance costs    

 

613

 

      520         18  
Income tax expense (recovery)    

 

989

 

      (77       n/m  
Other comprehensive income          

 

78

 

            194               (60

The most significant contributors to the changes in our finance costs, income taxes and other comprehensive income were as follows:

 

          2021 vs 2020  
Finance costs     Finance costs increased mainly due to a loss of $142 million on early extinguishment of long-term debt, which primarily represents interest that we would have paid in future years if the long-term debt was not extinguished.

 

    Weighted Average Debt Balances and Rates        
 

 

   

 

  (millions of US dollars, except as otherwise noted)     

 

                2021       

 

    2020  
    Short-term balance 1       648         2,329  
    Short-term rate (%) 1       1.0         1.7  
    Long-term balance (excluding lease obligations)       9,689         9,282  
    Long-term rate (excluding lease obligations) (%)       4.5         4.5  
    Lease obligations balance       1,163         1,089  
    Lease obligations rate (%)             2.8               3.1  
 

 

 

   

 

 

 

1  North American weighted average short-term debt balances were $451 million (2020 – $2,092 million) and rates were 0.2 percent (2020 – 1.4 percent).

   

Income tax expense (recovery)     There was an income tax expense in 2021 compared to a recovery in 2020 primarily due to significantly higher earnings in 2021 and discrete tax adjustments in 2020. The discrete tax adjustments in 2020 were primarily related to recoveries of prior year taxes due to US legislative changes. The change in effective tax rate is a result of significantly higher earnings in all jurisdictions.

 

    Effective Tax Rates and Discrete Items        
        (millions of US dollars, except as otherwise noted)                      2021            2020  
    Actual effective tax rate on earnings (%)       24         3  
    Actual effective tax rate including discrete items (%)       24         (20
        Discrete tax adjustments that impacted the rate             (15             (80
Other comprehensive income    

 

  Other comprehensive income decreased primarily due to a lower gain on translation of our Retail operations in Australia as the Australian dollar weakened relative to the US dollar partially offset by higher fair value gain related to our investment in Sinofert Holdings Ltd. from share price movements.

 

 

 

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Nutrien Annual Report 2021  |  41 

 

FINANCIAL HIGHLIGHTS

 

(millions of US dollars, except as otherwise noted)                      2021              2020              2019  
Sales 1         27,712           20,908           20,084  
Net earnings         3,179           459           992  
Basic net earnings per share         5.53           0.81           1.70  
Diluted net earnings per share         5.52           0.81           1.70  
Total assets         49,954           47,192           46,799  
Total non-current financial liabilities         8,455           10,947           9,431  
Dividends declared per share           1.84                 1.80                 1.33  

 

1

Certain immaterial figures have been reclassified for the year ended December 31, 2019.

 

          2021 vs 2020        2020 vs 2019
 
Sales    

 

 

Sales increased due to strong demand for global crop inputs and tight global fertilizer supply resulting in higher net realized selling prices across our segments and higher Potash sales volumes.

   

 

 

Sales increased as higher Retail sales from acquisitions and strong organic growth, coupled with higher potash and nitrogen sales volumes, more than offset the impact of lower crop nutrient selling prices.

 
Net earnings and earnings per share    

 

 

Net earnings and earnings per share increased in 2021 compared to 2020 due to higher gross margins from higher net realized selling prices. In 2020, we recorded a non-cash impairment of our Phosphate property, plant and equipment at Aurora and White Springs facilities and a net gain from disposal of our investment in MOPCO, which we do not incur in 2021.

 

The COVID-19 pandemic had a limited impact on our performance in 2021 and 2020.

   

 

 

Net earnings and earnings per share decreased compared to 2019 due to a non-cash impairment of our Phosphate property, plant and equipment at our Aurora and White Springs facilities and lower crop nutrient realized selling prices more than offsetting a net gain from disposal of our investment in MOPCO.

 
Assets and non-current financial liabilities    

 

 

Assets increased slightly from 2020. Our working capital assets increased due to higher actual and anticipated sales activity resulting in higher receivables, inventories and prepaid expenses.

 

Non-current financial liabilities decreased due to the early extinguishment of debt in 2021.

 

The COVID-19 pandemic had a limited impact on our financial condition as at December 31, 2021 and 2020.

   

 

 

Assets increased slightly from 2019. Recent acquisitions and higher cash and cash equivalents offset the non-cash impairment of assets and disposal of our investment in MOPCO in 2020.

 

Non-current financial liabilities increased due to higher long-term debt from the issuance of new notes.

 
Dividends declared per share    

 

 

Dividends declared per share increased as the dividend per share increased by one cent in 2021 compared to 2020.

   

 

 

In 2019, the Board declared three quarterly dividends following five quarterly dividends in 2018. In 2021 and 2020, the Board declared four quarterly dividends each year.

 

 

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 42  |  Nutrien Annual Report 2021

 

FINANCIAL CONDITION REVIEW

Balance Sheet Analysis

LOGO

 

  Assets         

Liabilities

 

For information regarding changes in cash and cash equivalents, refer to the “Sources and Uses of Cash” section and the consolidated statements of cash flows in our consolidated financial statements.

 

Receivables increased due to higher sales across all of our segments. This was a result of increased crop nutrient net realized selling prices and strong demand for crop inputs. Certain income tax receivables previously classified as non-current are currently realizable within one year.

 

Inventories increased due to the higher than average levels of inventory from higher cost to produce or purchase inventory and higher volumes of inventory held to meet anticipated demand and tight global supply.

 

Prepaid expenses and other current assets increased from higher prepaid inventory resulting from increases in crop input prices.

 

Property, plant and equipment increased primarily from ongoing capital projects including Next Generation, Nitrogen brownfield projects and recent acquisitions primarily in South America.

     

Short-term debt increased due to higher commercial paper issuances as part of our working capital management.

 

Long-term debt (including current portion) decreased due to early extinguishment of $2.1 billion in notes and debentures in 2021.

 

Payables and accrued charges increased due to higher payables balances from rising inventory costs, higher customer prepayments in anticipation of higher demand in 2022 and higher income tax payable from increased earnings.

  Shareholders’ Equity
 

 

Retained earnings increased as net earnings exceeded dividends declared and share repurchases.

     
     
     
     
           

 

We do not hold material cash and cash equivalents in currencies other than the US dollar and Canadian dollar. We held approximately $275 million US dollar equivalent in other jurisdictions outside the US and Canada. We do not depend on repatriation of cash from our foreign subsidiaries to meet our liquidity and capital resources needs in North America.

 

 

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Nutrien Annual Report 2021  |  43 

 

LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Liquidity

Liquidity risk arises from our general funding needs and in the management of our assets, liabilities and capital structure. We manage liquidity risk to maintain sufficient liquid financial resources to fund our financial position and meet our commitments and obligations in a cost-effective manner. Our 2021 significant liquidity sources are listed below along with our expected ongoing primary uses of liquidity:

 

     Primary Uses of Liquidity        Primary Sources of Liquidity
 
 

 

 

•  inventory purchases and production

 

•  operational expenses

 

•  seasonal working capital requirements

 

•  investing to sustain and grow our safe, reliable and cost-efficient operations through sustaining and investing capital

 

•  business acquisitions

 

•  returning cash to our shareholders through dividends and share repurchases (see Note 23 to the consolidated financial statements)

 

•  principal payments of debt securities (see Note 18 to the consolidated financial statements)

   

 

 

•  cash from operations (including customer prepayments)

 

•  commercial paper issuances

 

•  increase of credit facility limits and drawdowns

 

•  debt capital markets

 

LOGO

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 the foreseeable future. We do not reasonably expect any presently known trend or uncertainty to affect our ability to access our historical sources of liquidity.

 

 

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 44  |  Nutrien Annual Report 2021

 

Sources and Uses of Cash

Our cash flows from operating, investing and financing activities are summarized in the following table:

 

(millions of US dollars, except as otherwise noted)     

 

  2021       

 

    2020       

 

    %
Change
 
Cash provided by operating activities       3,886         3,323         17  
Cash used in investing activities       (1,807       (1,204       50  
Cash used in financing activities       (3,003       (1,339       124  
Effect of exchange rate changes on cash and cash equivalents         (31             3               n/m  
(Decrease) increase in cash and cash equivalents         (955             783               n/m  

 

         

Cash provided by operating activities

          

 

LOGO

          

•  Higher cash provided by operating activities due to higher earnings from strong demand for crop inputs and tight fertilizer supply in 2021, partially offset by higher working capital needs to meet anticipated demand and tight global supply.

 

Cash used in investing activities

          

 

LOGO

          

•  Higher cash used in investing activities due to an increase of $234 million in capital expenditures from higher planned plant turnaround activities in our Nitrogen segment and higher maintenance activities in our Potash segment to maintain safe and reliable operations. We also received proceeds of $540 million in 2020 from the disposal of our investment in MOPCO, resulting in lower cash spend in 2020.

 

Cash used in financing activities

          

 

LOGO

          

•  Higher cash used in financing activities due to early extinguishment of debt of $2 billion compared to long-term net debt issuance of $500 million in 2020.

 

•  This is partially offset by an increase of $1.3 billion in short-term net debt proceeds compared to repayment of $892 million in 2020. Short-term debt drawdowns are used to manage working capital requirements and other short-term finance needs.

 

 

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Nutrien Annual Report 2021  |  45 

 

Cash Requirements

The following aggregated information about our contractual obligations and other commitments summarizes our liquidity and capital resource requirements as at December 31, 2021:

 

        Payments Due by Period  
(millions of US dollars) at December 31, 2021   Financial Statement
Note Reference
  Total       Within  
1 Year
   

  1 to 3  

Years

   

3 to 5

  Years  

   

  Over 5  

Years

 
Long-term debt   Notes 18, 26     7,813       544       525       1,071       5,673  
Estimated interest payments on long-term debt   Note 26     5,258       346       638       607       3,667  
Lease liabilities   Notes 19, 26     1,220       286       384       202       348  
Estimated interest payments on lease liabilities   Note 26     155       27       39       25       64  
Purchase commitments   Note 26     2,732       2,091       488       42       111  
Capital commitments   Note 26     81       72       9              
Other commitments   Note 26     509       183       138       91       97  
Derivatives   Note 10     20       20                    

Asset retirement obligations and accrued environmental costs 1

  Note 22     3,260       150       260       109       2,741  
Total    

 

    21,048       3,719       2,481       2,147       12,701  

 

1

Commitments reflect the estimated cash outflows for these obligations. See Note 22 to the consolidated financial statements for details.

The information presented in the table above excludes:

 

 

planned (but not legally committed) cash requirements;

 

 

annual outflows for sustaining capital expenditures, business acquisitions and shareholder returns including share repurchases and dividends; and

 

 

estimated capital investment requirements in the range of $500 to $700 million by 2030 to achieve our 30 percent operational emissions reduction target.

For information on income taxes and pension and other post-retirement benefit funding, refer to Note 8 and Note 21, respectively, to the consolidated financial statements. Future cash requirements are subject to changes in regulations, actuarial assumptions, and our expected operating results.

On February 16, 2022, our Board approved a share repurchase program of up to a maximum of 55,111,100 or 10 percent of the public float (as defined in the TSX Company Manual) of Nutrien’s common shares. Subject to acceptance by the TSX, the 2022 share repurchase program will commence on March 1, 2022, and will expire on the earlier of February 28, 2023, the date on which we have acquired the maximum number of common shares allowable or the date we determine not to make any further repurchases.

 

 

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 46  |  Nutrien Annual Report 2021

 

CAPITAL STRUCTURE AND MANAGEMENT

We manage our capital structure with a focus on maintaining a strong balance sheet, enabling a strong investment-grade credit rating.

Principal Debt Instruments

We use a combination of cash generated from operations and short-term and long-term debt to finance our operations. As at December 31, 2021, we had the following debt instruments available:

LOGO

 

 

 

    

 

      

 

      

 

      

 

      

 

     Outstanding and Committed  
 

 

    

 

      

 

      

 

      

 

      

 

     Short-Term      Long-Term  
(millions of US dollars, except
as otherwise noted)
     

 

     Rate of
Interest (%)
       

 

     Total
Facility
Limit
       

 

     As at
December 31,
2021
       

 

    

As at

December 31,
2020

       

 

     As at
December 31,
2021
       

 

    

As at

December 31,
2020

 

Credit facilities

                                   

Unsecured revolving term credit facility 1

     

 

n/a

 

     

 

4,500

 

     

 

 

     

 

 

     

 

 

     

 

 

Uncommitted revolving demand facility

     

 

n/a

 

     

 

500

 

     

 

 

     

 

 

     

 

 

     

 

 

Other credit facilities 2

     

 

0.8 - 13.1

 

     

 

720

 

     

 

313

 

     

 

159

 

     

 

141

 

     

 

67

 

Commercial paper

     

 

0.3 - 0.4

 

           

 

1,170

 

     

 

 

     

 

 

     

 

 

Other short-term debt

    

 

 

 

 

 

  

 

n/a

 

    

 

 

 

 

 

    

 

 

 

 

 

    

 

 

 

 

 

  

 

77

 

    

 

 

 

 

 

  

 

 

    

 

 

 

 

 

  

 

 

    

 

 

 

 

 

  

 

 

Total

    

 

 

 

 

 

    

 

 

 

 

 

    

 

 

 

 

 

    

 

 

 

 

 

    

 

 

 

 

 

  

 

1,560

 

    

 

 

 

 

 

  

 

159

 

    

 

 

 

 

 

  

 

141

 

    

 

 

 

 

 

  

 

67

 

 

1

In 2021, we extended the maturity date from April 10, 2023 to June 4, 2026, subject to extension at the request of Nutrien provided that the resulting maturity date shall not exceed five years from the date of request.

2

Other credit facilities are unsecured and consist of South American facilities with debt of $211 million (December 31, 2020 – $172 million) and interest rates ranging from 1.8 percent to 13.1 percent, Australian facilities with debt of $211 million (December 31, 2020 – $19 million) and interest rates ranging from 0.8 percent to 0.9 percent, and other facilities with debt of $32 million (December 31, 2020 – $35 million) and interest rates ranging from 1.4 percent to 3.9 percent.

 

LOGO

 

 

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Nutrien Annual Report 2021  |  47 

 

Our commercial paper program is limited to the undrawn availability of backup funds under the $4,500 million unsecured revolving term credit facility and excess cash invested in highly liquid securities. As at December 31, 2021, letters of credit consisted of $132 million outstanding and committed with $407 million remaining credit available.

Our long-term debt consists primarily of notes and debentures with the following maturities and interest rates:

On December 16, 2021, we redeemed $1.8 billion in aggregate principal amount of our long-term debt and completed a tender offer for $203 million in aggregate principal amount of notes and debentures. See Note 18 to the consolidated financial statements. The total cash spend for this repurchase was $2.2 billion and the related loss on debt extinguishment was $142 million. The debt repayment was funded by cash and commercial paper and is expected to result in an annualized interest savings of approximately $60 million.

We also have lease obligations totaling $1,220 million (including current portion) with a weighted average effective interest rate of 2.8 percent as at December 31, 2021.

Following the decision by global regulators to replace Interbank Offered Rates (“IBORs”) with alternative nearly risk-free rates (“RFRs”), in August 2020 the International Accounting Standards Board completed Phase 2 of the Interest Rate Benchmark Reform. We updated existing contracts extending past 2021 that referenced IBORs and there was no material impact on our consolidated financial statements as a result of the transition.

Debt Covenants

Our credit facilities have financial tests and other covenants with which we must comply at each quarter-end. Non-compliance with any such covenants could result in accelerated payment of amounts borrowed and termination of lenders’ further funding obligations under the credit facilities. We were in compliance with all such covenants as at December 31, 2021.

The table below summarizes the limit and result of our key financial covenant:

 

At December 31      

 

     Limit        

 

       2021  

Debt to capital ratio 1

  

 

  

 

  

 

0.65 : 1.00

 

    

 

 

 

 

 

  

 

0.32 : 1.00

 

 

1

Refer to Note 24 to the consolidated financial statements for the detailed calculation.

Credit Ratings

Our ability to access reasonably priced debt in the capital markets depends, in part, on the quality of our credit ratings. We continue to maintain investment-grade credit ratings for our long-term debt. A downgrade of the credit rating of our long-term debt could increase the interest rates applicable to borrowings under our credit facilities.

Commercial paper markets are normally a source of same-day cash for us. Our access to the US commercial paper market primarily depends on maintaining our current short-term credit ratings as well as general conditions in the money markets.

 

            Long-Term Debt Rating (Outlook)                  Short-Term Debt Rating
As at December 31,              2021         

 

     2020     

 

      

 

     2021        

 

     2020   

Moody’s

     

Baa2 (stable)   

     

Baa2 (stable)

      

P-2   

    

P-2   

S&P

    

 

 

 

 

 

  

BBB (stable)   

    

 

 

 

 

 

  

BBB (stable)

   

 

 

 

 

 

   

 

 

 

 

 

  

A-2   

   

 

 

 

 

 

  

A-2   

A security rating is not a recommendation to buy, sell or hold securities. Such ratings may be subject to revision or withdrawal at any time by the respective credit rating agency and each rating should be evaluated independently of any other rating.

 

 

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 48  |  Nutrien Annual Report 2021

 

Outstanding Share Data

 

  

 

     

 

    February 17, 2022     

Common shares

    

 

551,302,860   

 

Options to purchase common shares

    

 

 

 

 

 

 

 

6,723,663   

 

For more information on our capital structure and management, see Note 24 to the consolidated financial statements.

For more information on our short-term debt and long-term debt, see Note 17 and Note 18 to the consolidated financial statements.

OFF-BALANCE SHEET ARRANGEMENTS

Principal off-balance sheet activities primarily include:

 

 

Agreement to reimburse losses of Canpotex (see Note 29 to the consolidated financial statements).

 

 

Issuance of guarantee contracts (see Note 22 and Note 27 to the consolidated financial statements).

 

 

Agency arrangements with financial institutions in relation to certain customer loans (see Note 10 and Note 11 to the consolidated financial statements).

 

 

Certain non-financial derivatives that were entered into and continued to be held for the purpose of the receipt or delivery of a non-financial item in accordance with expected purchase, sale or usage requirements. Other derivatives are included on our balance sheet at fair value (see Note 10 to the consolidated financial statements).

We do not reasonably expect any presently known trend or uncertainty to affect our ability to continue using these arrangements.

 

 

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Nutrien Annual Report 2021  |  49 

 

OTHER FINANCIAL INFORMATION

Related Party Transactions

Our most significant related party is Canpotex, which provides us with low-cost marketing and logistics for the offshore potash markets that we serve. Refer to Note 28 to the consolidated financial statements for information on our related party transactions.

Market Risks Associated With Financial Instruments

Market risk is the potential for loss from adverse changes in the market value of financial instruments. The level of market risk to which we are exposed varies depending on the composition of our derivative instrument portfolio, as well as current and expected market conditions. See Note 10 to the consolidated financial statements for information on our financial instruments, including the risks and risk management associated with such instruments.

Critical Accounting Estimates

We prepare our consolidated financial statements in accordance with IFRS, which requires us to make judgments, assumptions and estimates in applying accounting policies. Critical accounting estimates are those which are highly uncertain at the time they are made or where different estimates would be reasonably likely to have a material impact on our financial condition or results of operations. We have discussed the development, selection and application of our key accounting policies, and the critical accounting estimates and assumptions they involve, with the audit committee of the Board.

Refer to the notes to the consolidated financial statements for additional information on the following critical accounting estimates including methodology used for calculating our estimates (when applicable), key assumptions used, and factors considered in our estimates and judgments.

In 2021, we amended our critical accounting estimates to exclude business combinations – measurement of assets acquired and liabilities assumed. Unlike prior years, there were no business acquisitions in 2021 that required critical accounting estimates or judgment that could have a material effect on our consolidated financial statements.

 

Financial Statement
Reference
 

Critical Accounting Estimate Description

 

Note 13 and Note 30

   

Long-lived asset impairment and reversals

 

We review, at each reporting period, for conditions to determine whether there is any indication that an impairment exists that could potentially impact the carrying amount of our long-lived assets to be held and used. When such indicators exist, impairment testing is performed.

 
   

We review, at each reporting period, for possible reversal of the impairment for non-financial assets, other than goodwill.

 
 

 

   

 

 

Significant estimates in the testing for potential impairment include determining the discount rate and making assumptions about future sales, market conditions, terminal growth rates and cash flow forecasts over the long-term life of the assets or cash-generating units (“CGUs”). Certain assumptions are driven by external factors that could have a material impact on our analysis and could impact our financial condition and performance.

 

Note 14 and Note 30

   

Goodwill impairment

 

Operating segments other than Phosphate have goodwill allocated to them that must be assessed for impairment when events or circumstances indicate there could be an impairment, or at least annually. Based on our assumptions at the time of our goodwill impairment testing, the recoverable amount of each of our CGUs or groups of CGUs containing goodwill was in excess of their carrying amounts. Key assumptions in our testing models may change, and changes that could reasonably be expected to occur may cause impairment. Such change in assumptions could be driven by global supply and demand and other market factors and changes in regulations and other future events outside our control.

 
 

 

   

 

 

Refer to Note 14 to the consolidated financial statements for the sensitivity of the results of goodwill impairment testing to changes in key assumptions.

 

 

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 50  |  Nutrien Annual Report 2021

 

Financial Statement
Reference
 

Critical Accounting Estimate Description

 

Note 8, Note 29 and Note 30

   

 

 

Income taxes – measurement

 

Significant estimates for the measurement of our income taxes include assessing the probability and measurement of our uncertain tax provisions related to complex global tax regulations, estimating forecasted taxable income and the timing of reversal of temporary differences, and assessing the probability of future taxable income used to recognize deferred tax assets. Although we believe our assumptions and estimates are reasonable, our tax assets are realizable, and our accruals for tax liabilities are adequate for all open tax years based on our interpretation of tax laws and prior experience, actual results could differ. Changes in the income tax legislations, regulations and interpretations may result in a material impact on our consolidated financial statements. Income taxes are recorded in our Corporate and Others segment.

 

Note 22 and Note 30

   

Asset retirement obligations (“AROs”) and accrued environmental costs (“ERLs”) – measurement

 

The Potash and Phosphate segments have these liabilities (which have a high degree of estimation uncertainty for future costs and estimated timelines) associated with their mining operations while the Corporate and Others segment has AROs and ERLs associated with non-operational mines.

 
 

 

   

 

 

For the Nitrogen segment, we have not recorded any asset retirement obligations as no significant asset retirement obligations have been identified or there is no reasonable basis for estimating a date or range of dates of cessation of operations. We considered the historical performance of our facilities as well as our planned maintenance, major upgrades and replacements, which can extend the useful lives of our facilities indefinitely.

QUARTERLY RESULTS

 

    2021     2020  
(millions of US dollars, except as otherwise noted)   Q4       

 

    Q3       

 

    Q2       

 

    Q1       

 

    Q4       

 

    Q3       

 

    Q2       

 

    Q1  

Sales 1

 

 

7,267

 

   

 

6,024

 

   

 

9,763

 

   

 

4,658

 

   

 

4,052

 

   

 

4,227

 

   

 

8,431

 

   

 

4,198

 

Net earnings (loss)

 

 

1,207

 

   

 

726

 

   

 

1,113

 

   

 

133

 

   

 

316

 

   

 

(587

   

 

765

 

   

 

(35

Net earnings (loss) attributable to equity holders of Nutrien

 

 

1,201

 

   

 

717

 

   

 

1,108

 

   

 

127

 

   

 

316

 

   

 

(587

   

 

765

 

   

 

(35

Adjusted EBITDA 2

 

 

2,463

 

   

 

1,642

 

   

 

2,215

 

   

 

806

 

   

 

768

 

   

 

670

 

   

 

1,721

 

   

 

508

 

Net earnings (loss) per share attributable to equity holders of Nutrien

                             

Basic

 

 

2.11

 

   

 

1.26

 

   

 

1.94

 

   

 

0.22

 

   

 

0.55

 

   

 

(1.03

   

 

1.34

 

   

 

(0.06

Diluted

 

 

2.11

 

   

 

 

 

 

 

 

 

1.25

 

   

 

 

 

 

 

 

 

1.94

 

   

 

 

 

 

 

 

 

0.22

 

   

 

 

 

 

 

 

 

0.55

 

   

 

 

 

 

 

 

 

(1.03

   

 

 

 

 

 

 

 

1.34

 

   

 

 

 

 

 

 

 

(0.06

 

1

Certain immaterial figures have been reclassified in the first three quarters of 2020.

2

This is a non-IFRS financial measure. See the “Non-IFRS Financial Measures” section.

Seasonality in our business results from increased demand for products during the planting season. Crop input sales are generally higher 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, while customer prepayments made to us are concentrated in December and January and inventory prepayments paid to our vendors are typically concentrated in the period from November to January. Feed and industrial sales are more evenly distributed throughout the year.

Our earnings are significantly affected by fertilizer benchmark prices, which have been volatile over the last two years and are affected by demand-supply conditions, grower affordability and weather.

In the third quarter of 2020, earnings were impacted by an $823 million non-cash impairment of property, plant and equipment primarily in the Phosphate segment as a result of lower long-term forecasted global phosphate prices. In the fourth quarter of 2020, earnings were impacted by a $250 million net gain from disposal of our MOPCO investment and settlement of related legal claims.

 

 

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Nutrien Annual Report 2021  |  51 

 

Fourth Quarter Financial Performance

 

(millions of US dollars, except as otherwise noted)     

 

    Sales        

 

    Gross Margin  
Three months ended December 31      

 

    2021        

 

    2020        

 

    % Change        

 

    2021        

 

    2020        

 

    % Change  

Retail

                             

Crop nutrients

       2,035          1,108          84          428          236          81  

Crop protection products

              1,113          828          34          414          343          21  

Seed

       189          152          24          57          58          (2

Merchandise

       270          240          13          45          41          10  

Nutrien Financial

       51          37          38          51          37          38  

Services and other

       267          290          (8        225          207          9  

Nutrien Financial elimination 1

    

 

 

 

 

 

 

 

(47

    

 

 

 

 

 

 

 

(37

    

 

 

 

 

 

 

 

27

 

    

 

 

 

 

 

 

 

(47

    

 

 

 

 

 

 

 

(37

    

 

 

 

 

 

 

 

27

 

Total

    

 

 

 

 

 

 

 

3,878

 

    

 

 

 

 

 

 

 

2,618

 

    

 

 

 

 

 

 

 

48

 

    

 

 

 

 

 

 

 

       1,173

 

    

 

 

 

 

 

 

 

885

 

    

 

 

 

 

 

 

 

33

 

 

1

Represents elimination for the interest and service fees charged by Nutrien Financial to Retail branches.

 

(US dollars, except as otherwise noted)     

 

    Manufactured Product Sales Tonnes
(thousands)
       

 

    Manufactured Product
Average Net Price per MT
 
Three months ended December 31      

 

    2021        

 

    2020        

 

    % Change        

 

    2021        

 

    2020        

 

    % Change  

Potash

                             

North America

    

 

1,002

 

    

 

1,041

 

    

 

(4

    

 

494

 

    

 

192

 

    

 

157

 

Offshore

    

 

 

 

 

 

 

 

2,054

 

    

 

 

 

 

 

 

 

1,613

 

    

 

 

 

 

 

 

 

27

 

    

 

 

 

 

 

 

 

450

 

    

 

 

 

 

 

 

 

156

 

    

 

 

 

 

 

 

 

188

 

Sales

    

 

3,056

 

    

 

2,654

 

    

 

15

 

    

 

465

 

    

 

170

 

    

 

174

 

Cost of goods sold

    

 

 

 

 

 

   

 

 

 

 

 

    

 

 

 

 

 

   

 

 

 

 

 

    

 

 

 

 

 

   

 

 

 

 

 

    

 

 

 

 

 

 

 

100

 

    

 

 

 

 

 

 

 

116

 

    

 

 

 

 

 

 

 

(14

Gross margin

    

 

 

 

 

 

   

 

 

 

 

 

    

 

 

 

 

 

   

 

 

 

 

 

    

 

 

 

 

 

   

 

 

 

 

 

    

 

 

 

 

 

 

 

365

 

    

 

 

 

 

 

 

 

54

 

    

 

 

 

 

 

 

 

576

 

Nitrogen

                             

Ammonia

  

 

 

 

 

 

790

 

  

 

 

 

 

 

730

 

  

 

 

 

 

 

8

 

  

 

 

 

 

 

656

 

  

 

 

 

 

 

216

 

  

 

 

 

 

 

204

 

Urea

  

 

 

 

 

 

824

 

  

 

 

 

 

 

853

 

  

 

 

 

 

 

(3

  

 

 

 

 

 

670

 

  

 

 

 

 

 

270

 

  

 

 

 

 

 

148

 

Solutions, nitrates and sulfates

    

 

 

 

 

 

 

 

       1,221

 

    

 

 

 

 

 

 

 

1,262

 

    

 

 

 

 

 

 

 

(3

    

 

 

 

 

 

 

 

316

 

    

 

 

 

 

 

 

 

133

 

    

 

 

 

 

 

 

 

138

 

Sales

       2,835          2,845                   514          195          164  

Cost of goods sold

    

 

 

 

 

 

   

 

 

 

 

 

    

 

 

 

 

 

   

 

 

 

 

 

    

 

 

 

 

 

   

 

 

 

 

 

    

 

 

 

 

 

 

 

256

 

    

 

 

 

 

 

 

 

162

 

    

 

 

 

 

 

 

 

58

 

Gross margin

    

 

 

 

 

 

   

 

 

 

 

 

    

 

 

 

 

 

   

 

 

 

 

 

    

 

 

 

 

 

   

 

 

 

 

 

    

 

 

 

 

 

 

 

258

 

    

 

 

 

 

 

 

 

33

 

    

 

 

 

 

 

 

 

682

 

Phosphate

                             

Fertilizer

  

 

 

 

 

 

509

 

  

 

 

 

 

 

466

 

  

 

 

 

 

 

9

 

  

 

 

 

 

 

       741

 

  

 

 

 

 

 

387

 

  

 

 

 

 

 

91

 

Industrial and feed

    

 

 

 

 

 

 

 

202

 

    

 

 

 

 

 

 

 

182

 

    

 

 

 

 

 

 

 

11

 

    

 

 

 

 

 

 

 

766

 

    

 

 

 

 

 

 

 

551

 

    

 

 

 

 

 

 

 

39

 

Sales

       711          648          10          749          433          73  

Cost of goods sold

    

 

 

 

 

 

   

 

 

 

 

 

    

 

 

 

 

 

   

 

 

 

 

 

    

 

 

 

 

 

   

 

 

 

 

 

    

 

 

 

 

 

 

 

526

 

    

 

 

 

 

 

 

 

410

 

    

 

 

 

 

 

 

 

28

 

Gross margin

    

 

 

 

 

 

   

 

 

 

 

 

    

 

 

 

 

 

   

 

 

 

 

 

    

 

 

 

 

 

   

 

 

 

 

 

    

 

 

 

 

 

 

 

223

 

    

 

 

 

 

 

 

 

23

 

    

 

 

 

 

 

 

 

870

 

 

 

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 52  |  Nutrien Annual Report 2021

 

Highlights of our 2021 fourth quarter compared to the 2020 fourth quarter results were as follows:

 

          Q4 2021 vs Q4 2020
 

Retail

   

 

 

Gross margin increased due to higher sales from strong crop prices driving demand for crop input products. Selling expenses increased due to higher sales activity but decreased as a percentage of sales.

 

Potash

   

 

 

Gross margin increased due to higher net realized selling prices and record sales volumes in the fourth quarter of 2021. Net realized selling price increased in the fourth quarter of 2021 due to strong global demand supported by higher crop prices and impacts to global supply caused by competitor outages and project delays. Cost of goods sold per tonne decreased in the fourth quarter of 2021 due to lower depreciation and amortization compared to the same period of 2020 that was caused by production mix and from the timing of maintenance projects.

 

Nitrogen

   

 

 

Gross margin increased due to higher net realized selling prices from higher benchmark prices resulting from the strength in global agriculture markets and tight global nitrogen markets caused by a recovery in industrial nitrogen demand, production outages and higher energy prices. This was partially offset by an increase in cost of goods sold per tonne resulting from higher natural gas costs. Sales volumes decreased slightly as we sold more ammonia in lieu of downstream product with lower nitrogen content and due to production outages in the fourth quarter. Other income decreased mainly due to a gain on disposal of our MOPCO investment and settlement of related legal claims in the fourth quarter of 2020.

 

Phosphate

   

 

 

Gross margin increased due to higher net realized selling prices from higher global benchmark prices driven by higher global demand and tight global supply. This was partially offset by an increase in cost of goods sold per tonne resulting from higher raw material input costs.

 

Other fourth quarter financial highlights

   

 

 

Corporate and Others other expenses increased from $76 million to $112 million in 2021 primarily due to higher foreign exchange losses and higher expenses related to asset retirement obligations and accrued environmental costs of our non-operational sites from changes in our cost and discount rate estimates. This was partially offset by lower integration and restructuring related costs.

 

An income tax expense was recorded in the fourth quarter of 2021 due to higher earnings before income taxes. An income tax recovery was recorded in the fourth quarter of 2020 as the $250 million net gain on disposal of our investment in MOPCO did not increase income tax expense due to available capital losses. We also had discrete tax adjustments primarily related to recoveries of prior year taxes due to US legislative changes. The change in the actual effective tax rate on earnings is a result of a change in the proportionate earnings (loss) between jurisdictions.

 

We had higher cash flows from operating activities in the fourth quarter of 2021 compared to the same period in 2020 due to higher earnings from strong demand for crop inputs and tight fertilizer supply in 2021. The early repayment of long-term debt and repurchase of common shares in the fourth quarter of 2021 led to a higher use of cash flows from financing activities. This increase was partially offset with an increase in short-term debt proceeds compared to short-term debt repayments in the fourth quarter of 2020.

 

 

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Nutrien Annual Report 2021  |  53 

 

2022 GUIDANCE

 

 

 

    

 

    

2022

Guidance Ranges 1

 
(billions of US dollars except as otherwise noted)      

 

     Low        

 

     High  

Adjusted net earnings per share (“Adjusted EPS”) 2,3

     

 

10.20

 

     

 

11.80

 

Adjusted EBITDA 2

     

 

10.0

 

     

 

11.2

 

Retail adjusted EBITDA

     

 

1.7

 

     

 

1.8

 

Potash adjusted EBITDA

     

 

5.0

 

     

 

5.5

 

Nitrogen adjusted EBITDA

     

 

3.2

 

     

 

3.6

 

Phosphate adjusted EBITDA (in USD millions)

     

 

500

 

     

 

600

 

Potash sales tonnes (millions) 4

     

 

13.7

 

     

 

14.3

 

Nitrogen sales tonnes (millions) 4

     

 

10.8

 

     

 

11.3

 

Depreciation and amortization

     

 

2.0

 

     

 

2.1

 

Effective tax rate on adjusted earnings (%)

     

 

25

 

     

 

26

 

Sustaining capital expenditures 5

    

 

 

 

 

 

  

 

1.2

 

    

 

 

 

 

 

  

 

1.3

 

 

1

See the “Forward-Looking Statements” section.

2

These are non-IFRS financial measures. See the “Non-IFRS Financial Measures” section.

3

Assumes 546 million shares outstanding for all EPS guidance and sensitivities.

4

Manufactured product only. Nitrogen sales tonnes excludes ESN® products.

5

This is a supplementary financial measure. See the “Other Financial Measures” section.

 

ASSUMPTIONS      

 

 

 

2022 Average Canadian to US dollar exchange rate

  

 

            1.26

 

2022 NYMEX natural gas (US dollars per MMBtu)

  

 

~4.00

 

 

LOGO

 

2022 SENSITIVITIES

PRICE AND VOLUME SENSITIVITIES

 

 

 

           Effect on  
(millions of US dollars, except EPS amounts)      

 

   Adjusted EPS             

 

   Adjusted EBITDA  

 

Price

    

 

Potash changes by $25/tonne

     

 

 

 

±0.40     

 

 

     

 

 

 

±290

 

 

    

Ammonia changes by $25/tonne

     

 

±0.07     

 

     

 

±50

 

        

Urea changes by $25/tonne

       

 

±0.11     

 

       

 

±80

 

 

Volume

    

 

Potash changes by 100,000 tonnes

     

 

 

 

±0.05     

 

 

     

 

 

 

±40

 

 

        

Nitrogen changes by 50,000 N tonnes

       

 

±0.04     

 

       

 

±30

 

 

Retail

    

 

Crop nutrients changes by 1% 1

     

 

 

 

±0.11     

 

 

     

 

 

 

±80

 

 

    

Crop protection changes by 1% 1

     

 

                     ±0.08     

 

     

 

±60

 

        

Seed changes by 1% 1

       

 

±0.03     

 

       

 

±20

 

 

1

Gross margin as a percentage of sales.

INPUT COST SENSITIVITIES

 

 

 

           Effect on  
(millions of US dollars, except EPS amounts)      

 

     Adjusted EPS        

 

     Adjusted EBITDA  

 

NYMEX natural gas price changes by $1/MMBtu (impact on Nitrogen)

           

 

±0.25

 

           

 

            ±180

 

 

Canadian to US dollar changes by $0.02

           

 

            ±0.03

 

           

 

±20

 

 

 

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 54  |  Nutrien Annual Report 2021

 

ENTERPRISE RISK MANAGEMENT

Nutrien integrates risk management into our strategic and business activities to facilitate informed risk taking and responsible management of resources. We manage risk through our enterprise risk management process, which focuses on identifying and managing risks that are critical to achieving our strategic objectives, including those risks related to climate change.

Risk Governance

Risk management is an integral part of our business and is governed by our Board and Board committees, who oversee our Executive Leadership Team in understanding the principal risks to our business and strategy. Nutrien’s Executive Leadership Team has the responsibility of ensuring the Company’s key risks are being appropriately identified, assessed and addressed. With respect to climate-change matters, our Board Safety & Sustainability Committee has responsibility for oversight of our general strategy and policies for mitigating our climate-related risks and pursuing climate-related opportunities.

Responsibility and accountability for risk management are embedded in all levels of our organization, and we strive to integrate risk management into key decision-making processes and strategies. By considering risk throughout our business, we seek to align our strategy with our vision and effectively manage the risks that could have an impact on our ability to deliver our strategy. Nutrien uses the “Three Lines Model” for enterprise risk governance to define relationships and to clarify roles and responsibilities.

 

LOGO

Key Risks

We characterize a key risk as a risk or combination of risks that could threaten the achievement of our vision, our business model, future financial performance or ability to deliver on our strategy. We evaluate and develop responses for those risks that could have significant business, financial, reputational, safety, health or environmental impacts.

We continue to assess and respond to the effects of the COVID-19 pandemic on our business and our stakeholders and evaluate related governmental and public health actions. The implications and related risks of the COVID-19 pandemic are summarized below. Depending on the extent and duration of the pandemic, it may also have the effect of heightening some of our other key risks. A summary of the risks we consider to be key risks at this time are discussed below. While these represent our key risks, we also continue to be exposed to other important general business, operational and climate-related risks. For a more detailed discussion of our key risks and all our risks, refer to Nutrien’s 2021 Annual Information Form.

 

 

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Nutrien Annual Report 2021  |  55 

 

  1

 

Agriculture Changes and Trends

  

Associated Key Priorities     LOGO

   

Description

 

The following factors, in addition to other factors, could impact our strategy, demand for our products and/or services and/or financial performance: farm and industry consolidation; shifting grower demographics; agriculture productivity and development; increasing focus on sustainability in agriculture, including soil health and availability of arable land; diminishing biodiversity; climate change; water management; changes in consumer food preferences; government and climate-related initiatives; and technological innovation and digital business models.

  

Risk Management Approach

 

Our integrated business platform and diversified portfolio are designed to respond and adapt to changes in the agriculture industry. Nutrien provides a diverse portfolio of products, services and digital analytics that support growers to produce higher yields in a sustainable manner.

 

We believe Nutrien’s integrated digital platform positions our Retail business as a leader in agricultural solutions for growers and we are actively involved in the ag technology innovation space through external investments and partnership. Our digital tools allow growers to track their sustainability outcomes, providing transparency to value-chain partners. Our teams have strong industry knowledge and customer relationships.

 

In 2021, we launched our Feeding the Future Plan, which strives to transform agriculture through six 2030 commitments that address feeding the planet sustainably, supporting environment and climate action, driving inclusive agriculture, and helping meet the United Nations’ Zero Hunger Sustainable Development Goal.

 

  2

 

Shifting Market Fundamentals

  

Associated Key Priorities     LOGO

   

Description

 

Changes in global macro-economic conditions – including trade tariffs and/or other trade restrictions, volatility in global markets, supply chain constraints, increased price competition, or a significant change in agriculture production or consumption trends – could lead to a low crop price environment and reduced demand for our products or increased prices or decreased availability of raw materials used in making our products.

  

Risk Management Approach

 

Our diversified business model and portfolio of agricultural products, services and solutions, combined with our global presence, is designed to enable us to respond to changing economic conditions.

 

We have a favorable cost-to-service position and the flexibility to make operational changes across our portfolio in order to minimize the impact of changing market dynamics. We also engage in market development, education, training and customer relations initiatives that support growth.

 

  3

 

Climate Change

  

Associated Key Priorities     LOGO

   

Description

 

We are subject to risks related to climate change, which are commonly grouped into physical risk and transition risk categories.

 

Climate change may cause or result in, among other things, more frequent and severe weather events, diminishing biodiversity, changing weather factors such as changing temperatures, precipitation, wind, and water levels, and affect freshwater availability. Physical risks from climate change may also result in operational or supply chain delays, depending on the nature of the event.

 

Impacts of climate-related transition risks include, among other things, policy constraints on emissions, imposition of carbon pricing mechanisms, water restrictions, land use restrictions or incentives, changing consumer behavior and preferences, and market demand and supply shifts. We are also subject to reputational risks associated with climate change, including our stakeholders’ perception of our role in the transition to a lower-carbon economy. These factors as well as other factors resulting from climate change could adversely impact our business, financial condition, results of operations or liquidity.

  

Risk Management Approach

 

We have a sustainability strategy and an active Issues Management Team and have developed commitments supporting environmental and climate action as part of our Feeding the Future Plan. Our 2030 commitments focus on: investing in new technologies and pursuing the transition to low-carbon fertilizers; achieving at least a 30 percent reduction in Scope 1 and 2 GHG emissions per tonne of our products produced (from a baseline year of 2018); launching and scaling a comprehensive Carbon Program, empowering growers and our industry to accelerate climate-smart agriculture and soil carbon sequestration; and enabling growers to adopt sustainable and productive agricultural products and practices on 75 million acres globally.

 

We focus on research and development to help advance our products and sustainable agriculture and continue to offer growers products and technologies with a lower environmental impact and facilitate the adoption of agronomic best practices.

 

LOGO

Learn More Refer to our website at www.nutrien.com for more information on our Feeding the Future Plan and our environment and climate action commitments.

 

  LOGO  Sustainability            LOGO  Growth and Capital Allocation             LOGO  Innovation and Technology            LOGO  Employees   

 

 

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 56  |  Nutrien Annual Report 2021

 

  4

 

Changing Regulations

  

Associated Key Priorities     LOGO

   

Description

 

Changing laws, regulations and government policies – including those relating to health and safety, taxes and royalties, environment and climate change, including regulation of GHG emissions – could affect our ability to produce or sell certain products, reduce our efficiency and competitive advantage, increase our costs of raw materials, energy, transportation or compliance, or require us to make capital improvements to our operations – all of which could impact our strategy, operations, financial performance or reputation.

  

Risk Management Approach

 

We have a Government & Industry Affairs Team and an active engagement strategy with governments and regulators that keeps us current on regulatory developments affecting our business, allowing us to anticipate new or changing laws and regulations and put the Company in the best position for success while leveraging our industry association allies. We have a sustainability strategy and have developed commitments supporting environment and climate action, including GHG emissions reductions as part of our Feeding the Future Plan, to assist in managing the impact of potential regulatory changes. We work to minimize our Canadian, US and other international compliance costs through the implementation of various efficiency and GHG emissions reduction projects such as cogeneration and carbon capture.

 

 

  5

 

COVID-19 Pandemic

  

Associated Key Priorities     LOGO

   

Description

 

Nutrien’s business, financial condition, results of operations or liquidity could be materially and adversely affected by the outbreak of epidemics, pandemics and other public health crises including the COVID-19 pandemic and any new variations or mutations of the COVID-19 virus.

 

The COVID-19 pandemic has continued to cause disruption, volatility and uncertainty in economies and markets around the world. The ongoing pandemic, and the actions that have been or may be taken by governments in response thereto, has resulted in, and may continue to result in, among other things, increased volatility in financial markets, commodity prices, and inflation and foreign exchange rates; significant disruptions to global supply chains; labor shortages; challenges in bringing employees back to pre-pandemic work arrangements; travel bans, restrictions and quarantines; temporary operational restrictions and extended shutdowns of certain businesses; and political and economic instability and civil unrest.

 

The COVID-19 pandemic has had limited effect on our reported financial results to date, but could in the future significantly impact our operations, create significant supply chain challenges and disruptions, and/or limit our ability to timely sell or distribute our products in the future, which would negatively impact our business, financial condition and operating results.

  

Risk Management Approach

 

While COVID-19 has had limited impact on our reported results to date, pandemic recovery continues to be a focus for Nutrien. As public health and perception dynamically change, we analyze and adapt our response to safeguard our employees and other key stakeholders while supplying critical agricultural products and solutions to growers.

 

Our response is focused on ensuring business continuity, providing a safe working environment for our workforce, and supporting our employees and communities. Ongoing activities include critical forecasting for further pandemic disruptions to business and evaluations of employee and community safety protection requirements.

 

Our operations have been designated as part of critical infrastructure and as essential businesses (or equivalents) in our core markets, allowing us to continue to operate. Our crisis management team and leadership continue to monitor the COVID-19 situation and evaluate governmental and other public health authority actions being taken to curtail its spread.

 

  LOGO  Sustainability            LOGO  Growth and Capital Allocation            LOGO  Innovation and Technology            LOGO  Employees   

 

 

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  6

 

Cybersecurity Threats

  

Associated Key Priorities     LOGO

   

Description

 

Cyberattacks, ransomware events, and breaches or exposure to potential computer viruses of our systems, third-party service providers’ systems or cloud-based platforms could lead to disruptions to our operations, loss of data, or the unintended disclosure of confidential information and/or personally identifiable information or property damage. Any of these could result in business disruptions, reputational damage, personal injury or third-party claims, impacting our operations, financial performance or reputation.

  

Risk Management Approach

 

We maintain an enhanced focus on cybersecurity and data privacy in conjunction with our cybersecurity strategy, policy and framework. Threat and risk assessments are completed for all new information technology systems, and our cybersecurity incident response processes are backstopped by external response measures.

 

Nutrien promotes a strong culture of cybersecurity awareness as cyber safety is important to the resiliency of our digital livelihood, both at work and in our personal lives. Regular simulated phishing, global broadcasts and targeted cybersecurity training are components of our comprehensive cybersecurity awareness program. We also share our awareness of cybersecurity fundamentals through training sessions with key customers, suppliers and community members.

 

  7

 

Political, Economic and Social Instability

  

Associated Key Priorities     LOGO

   

Description

 

Political, economic and social instability may affect our business including, for instance, if any of the jurisdictions in which we operate or do business in introduce restrictions on monetary distributions, forced divestitures or changes to or nullification of existing agreements, mining permits or leases, or the imposition of tariffs, exchange controls, international trade restrictions, embargoes, barriers, or other restrictions. Instability in political or regulatory regimes could also affect our ability to do business and could impact our sales and operating results, our reputation, or the value of our assets.

  

Risk Management Approach

 

We have a Government & Industry Affairs Team and an active engagement strategy with governments, regulators and other stakeholders in the countries where we operate or plan to operate. We assess capital investments and project decisions against political, country and other related risk factors. Dedicated teams regularly monitor developments and global trends that may impact us.

 

  8

 

Stakeholder Support

  

Associated Key Priorities     LOGO

   

Description

 

Our stakeholders may not support our business plans, structure, strategy or sustainability initiatives, such as ESG initiatives and strategy, climate commitments, and social responsibilities. Loss of stakeholder confidence could impair our ability to execute our business plans, could negatively impact our ability to produce or sell our products, and may lead to reputational damage, increased costs, financial losses, shareholder action or negatively impact our access to or cost of capital.

 

Our ability to meet our commitments that are part of our Feeding the Future Plan, including reducing our GHG emissions, is subject to several assumptions, risks and uncertainties, and our actions taken in implementing these objectives may expose us to certain additional financial and operational risks. Such risks and our inability to meet our commitments may have an adverse effect on our stakeholder support.

  

Risk Management Approach

 

We have an Issues Management Team that continuously monitors stakeholder issues and that regularly engages with our stakeholders to identify and address their concerns and communicate the long-term value opportunities associated with our business plans. We also have an active Community Relations Team and community investment programs.

 

We recently launched our Feeding the Future Plan as part of our sustainability strategy, which is structured to support what matters most to our stakeholders, which includes supporting environmental and climate action, and equality, diversity, and inclusivity in agriculture.

 

  LOGO  Sustainability            LOGO  Growth and Capital Allocation            LOGO  Innovation and Technology            LOGO  Employees   

 

 

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  9

 

Talent and Organizational Culture

  

Associated Key Priorities     LOGO

   

Description

 

An inability to attract, develop, engage or retain skilled employees, or establish the right organizational culture or promote and foster a respectful, diverse, and inclusive workplace, could impact productivity, reliability, safety performance, costs, customer relationships, and/or our reputation.

  

Risk Management Approach

 

We have a proactive in-house Talent Attraction and Sourcing Team that focuses on efficiently building a diverse and talented workforce with the current and future skills we need. We are committed to the career development of our employees and building a culture grounded in our organizational purpose and the values of safety and integrity. We believe our active listening strategy identifies potential issues employees experience and assists in engagement and our inclusive culture. Our talent succession process focuses on identifying and managing critical roles and the proactive build-up of internal and external bench strength with an eye to diversity. Our incentive programs are competitive and performance-based and support our purpose-driven culture.

 

 

  10

 

Capital Redeployment

  

Associated Key Priorities     LOGO

   

Description

 

Our inability to deploy capital to efficiently achieve sustained growth, effectively execute on opportunities or meet investor preferences – whether due to market conditions, lack of options or otherwise, or deploying capital in a manner inconsistent with our strategic priorities – could impact our returns, operations, reputation or access to or cost of capital.

  

Risk Management Approach

 

We are focused on creating long-term value and our capital allocation policy prioritizes maintaining safe and reliable operations, a strong balance sheet, creating value through high return growth opportunities and returning capital to shareholders. In addition to increasing our annualized dividend and maintaining a strong balance sheet, during 2021 we repurchased 15 million shares under our share repurchase program, reduced our long-term debt by $2.1 billion and announced capital commitments to reduce our GHG emissions intensity by 2030.

    

 

LOGO

 

 

See page 14 of this report for more information on our capital allocation priorities.

 

  11

 

  Safety, Health and Environment

  

Associated Key Priorities     LOGO

   

Description

 

Our operations are subject to safety, health, and environmental risks inherent in the mining, manufacturing, transportation, storage, and distribution of our products. These factors could result in injuries or fatalities, or impact the air quality, biodiversity, water resources, or related ecosystems near our operations, impacting our operations, financial performance or reputation.

  

Risk Management Approach

 

We have robust governance processes that ensure we follow all regulatory, industry, and internal standards of safety, health, and environmental responsibility that involve independent audits and assessments. We have structured incident prevention and response systems in place, conduct regular security vulnerability assessments, and maintain protocols for employees working and traveling abroad. Further, we have robust process safety management and preventive maintenance programs. We have developed crisis communication protocols and emergency response programs and personnel can be deployed in the event of a significant incident.

 

We maintain environmental monitoring and control systems, including third-party reviews of key containment structures.

 

  LOGO  Sustainability            LOGO  Growth and Capital Allocation            LOGO  Innovation and Technology            LOGO  Employees   

 

 

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CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Nutrien in its annual filings, interim filings (as these terms are defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”)) and other reports filed or submitted by us under securities legislation is recorded, processed, summarized and reported within the required time periods. Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures as of the end of the period covered by the annual filings, being December 31, 2021, have concluded that, as of such date, our disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed by Nutrien in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is (a) recorded, processed, summarized and reported within the time periods specified in the securities legislation, and (b) accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, and NI 52-109. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of consolidated financial statements for external purposes in accordance with IFRS.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the design and effectiveness of our internal control over financial reporting as of the end of the fiscal year covered by this report based on the framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as at December 31, 2021, Nutrien Ltd. did maintain effective internal control over financial reporting. There have been no changes that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The effectiveness of the Company’s internal control over financial reporting as at December 31, 2021 was audited by KPMG LLP, as reflected in their report, which is included in this 2021 Annual Report.

 

 

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FORWARD-LOOKING STATEMENTS

Certain statements and other information included in this document, including within the “2022 Guidance” section, 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”, “plan” 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 business strategies, plans, prospects and opportunities; Nutrien’s 2022 annual guidance, including our expectations regarding our adjusted net earnings per share, adjusted EBITDA (consolidated and by segment); expectations regarding our adjusted net debt to adjusted EBITDA leverage ratios; expectations regarding adjusted EBITDA growth; expectations regarding our growth and capital allocation intentions and strategies; capital spending expectations for 2022; expectations regarding performance of our operating segments in 2022, including our operating segment market outlooks and market conditions for 2022, and the 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 import and export volumes; expectations regarding our operating segment production and capacity, including the anticipated benefits in connection with the Phase 2 brownfield nitrogen expansion project and the timing thereof; expectations regarding global population growth; expectations concerning future product offerings, including the planned expansion of our digital platform to markets in Australia and South America; expectations regarding repurchases of our common shares, including the timing thereof; expectations regarding the sufficiency of Nutrien’s liquidity, including the sources thereof, to meet our anticipated capital expenditures and other cash requirements; the negotiation of sales contracts and the associated prices thereunder; expectations regarding acquisitions and divestitures; expected timing for the indefinite closure of our ammonia plant in Trinidad; expectations regarding our sustainability, climate-change and ESG initiatives, including our GHG emissions reduction strategy and related programs and initiatives, as well as our various ESG performance targets and aspirations as set out in our Feeding the Future Plan; our GHG emissions reduction target, including our plans with respect thereto and estimated capital expenditures required to achieve that target; initiatives to promote sustainable and productive agriculture; expectations regarding contributions to pensions and post-retirement plans; and expectations in connection with our ability to deliver long-term returns to shareholders. 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 we believe that these assumptions are reasonable, having regard to our experience and our perception of historical trends, the list of assumptions set forth below 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. Current conditions, economic and otherwise, render assumptions, although reasonable when made, subject to greater uncertainty.

In respect of our GHG emissions reduction and other sustainability and climate-related initiatives and targets, we have made assumptions with respect to, among other things: that such target is achievable by deploying capital into nitrous oxide (“N2O”) abatement at our nitric acid production facilities, energy efficiency improvements, carbon capture, utilization and storage, the use of natural gas to generate electricity and waste heat recovery; our ability to successfully deploy capital and pursue other operational measures, including the successful application to our current and future operations of existing and new technologies; the successful implementation by us of proposed or potential plans in respect thereof; projected capital investment levels, the flexibility of our capital spending plans and the associated sources of funding; our ability to otherwise implement all technology necessary to achieve our GHG emissions reduction and other sustainability and climate-related initiatives and targets; and the development, availability and performance of technology and technological innovations and associated expected future results.

Additional key assumptions that have been made in relation to the operation of our business as currently planned and our ability to achieve our business objectives include, among other things, assumptions with respect to our ability to successfully complete, integrate and realize the anticipated benefits of our already completed and future acquisitions and divestitures, and that we will be able to implement our standards, controls, procedures and policies in respect of any acquired businesses and realize the expected synergies; that future business, regulatory and industry conditions will be within the parameters expected by us, including with respect to prices, margins, demand, supply, product availability, supplier agreements, availability and cost of labor and interest, exchange, inflation and effective tax rates; assumptions with respect to global economic conditions and the accuracy of our market outlook expectations for 2022 and in the future; our expectations regarding the impacts, direct and indirect, of the COVID 19 pandemic on our business, customers, business partners, employees, supply chain, other stakeholders and the overall economy; the adequacy of our cash generated from operations and our ability to access our credit facilities or capital markets for additional

 

 

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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; our ability to successfully negotiate sales contracts; our ability to successfully implement new initiatives and programs; and our ability to redeploy capital to generate higher returns for shareholders.

Events or circumstances could cause actual results to differ materially from those in the forward-looking statements.

With respect to our GHG emissions reduction and other sustainability and climate-related initiatives and targets, such events or circumstances include, but are not limited to: our ability to deploy sufficient capital to fund the necessary expenditures to implement the necessary operational changes to achieve these initiatives and targets; our ability to implement requisite operational changes; our ability to implement some or all of the technology necessary to efficiently and effectively achieve expected future results, including in respect of such GHG emissions reduction target; the availability and commercial viability and scalability of emission reduction strategies and related technology and products; and the development and execution of implementing strategies to meet such GHG emissions reduction target.

With respect to our business generally and our ability to meet the other targets, commitments, goals, strategies and related milestones and schedules disclosed herein, such events or circumstances 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; climate-change and 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, trade restrictions and climate-change initiatives), 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 cybersecurity risks related to our systems, including our costs of addressing or mitigating such risks; counterparty and sovereign risk; delays in completion of turnarounds at our major facilities; interruptions of or constraints in availability of key inputs, including natural gas and sulfur; any significant impairment of the carrying amount 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; the COVID 19 pandemic, including variants of the COVID-19 virus and the efficacy and distribution of vaccines and treatments in respect thereof, and its resulting effects on economic conditions, restrictions imposed by public health authorities or governments, including vaccine mandates, fiscal and monetary responses by governments and financial institutions and disruptions to global supply chains; 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 US.

The purpose of our expected adjusted net earnings per share, adjusted EBITDA (consolidated and by segment) and sustaining capital expenditures guidance ranges, as well as our adjusted net earnings per share and adjusted EBITDA price and volume sensitivities ranges, are to assist readers in understanding our expected and targeted financial results, and this information may not be appropriate for other purposes.

The forward-looking statements in this document are made as of the date hereof and 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.

 

 

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APPENDIX A – NON-IFRS FINANCIAL MEASURES

We use both IFRS and certain non-IFRS financial measures to assess performance. Non-IFRS financial measures are financial measures disclosed by a company that (a) depict historical or expected future financial performance, financial position or cash flow of a company, (b) with respect to their composition, exclude amounts that are included in, or include amounts that are excluded from, the composition of the most directly comparable financial measure disclosed in the primary financial statements of the company, (c) are not disclosed in the financial statements of the company and (d) are not a ratio, fraction, percentage or similar representation. Non-IFRS ratios are financial measures disclosed by a company that are in the form of a ratio, fraction, percentage or similar representation that has a non-IFRS financial measure as one or more of its components, and that are not disclosed in the financial statements of the company.

These non-IFRS financial measures and non-IFRS ratios are not standardized financial measures under IFRS and, therefore, are unlikely to be comparable to similar financial measures presented by other companies. Management believes these non-IFRS financial measures and non-IFRS ratios provide transparent and useful supplemental information to help investors evaluate our financial performance, financial condition and liquidity using the same measures as management. These non-IFRS financial measures and non-IFRS ratios 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 and non-IFRS ratios, their compositions, and why management uses each measure. It includes reconciliations to the most directly comparable IFRS measures. Except as otherwise described herein, our non-IFRS financial measures and non-IFRS ratios are calculated on a consistent basis from period to period and are adjusted for specific items in each period, as applicable. As additional non-recurring or unusual items arise in the future, we generally exclude these items in our calculations.

Adjusted EBITDA (Consolidated)

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

Definition: Adjusted EBITDA is calculated as net earnings (loss) before finance costs, income taxes, depreciation and amortization, share-based compensation and certain foreign exchange gain/loss (net of related derivatives). We also adjust this measure for the following other income and expenses that are excluded when management evaluates the performance of our day-to-day operations: integration and restructuring related costs, impairment or reversal of impairment of assets, COVID-19 related expenses, gain or loss on disposal of certain businesses and investments, and IFRS adoption transition adjustments.

In 2021, we amended our calculation of adjusted EBITDA to adjust for the impact of integration and restructuring and related costs and cloud computing transition adjustment. There were no similar expenses in the comparative period.

Why we use the measure and why it is useful to investors: It is not impacted by long-term investment and financing decisions, but rather focuses on the performance of our day-to-day operations. It provides a measure of our ability to service debt and to meet other payment obligations and as a component of employee remuneration calculations.

 

(millions of US dollars)      

 

       2021        

 

       2020  

Net earnings

     

 

3,179

 

     

 

459

 

Finance costs

     

 

613

 

     

 

520

 

Income tax expense (recovery)

     

 

989

 

     

 

(77

Depreciation and amortization

    

 

 

 

 

 

  

 

       1,951

 

    

 

 

 

 

 

  

 

1,989

 

EBITDA1

     

 

6,732

 

     

 

2,891

 

Share-based compensation expense

     

 

198

 

     

 

69

 

Foreign exchange loss, net of related derivatives

     

 

39

 

     

 

19

 

Integration and restructuring related costs

     

 

43

 

     

 

60

 

Impairment of assets

     

 

33

 

     

 

824

 

COVID-19 related expenses 2

     

 

45

 

     

 

48

 

Loss on disposal of business

     

 

 

     

 

6

 

Net gain on disposal of investment in MOPCO

     

 

 

     

 

(250

Cloud computing transition adjustment 3

    

 

 

 

 

 

  

 

36

 

    

 

 

 

 

 

  

 

 

Adjusted EBITDA

    

 

 

 

 

 

  

 

7,126

 

    

 

 

 

 

 

  

 

3,667

 

 

1

EBITDA is calculated as net earnings (loss) before finance costs, income taxes, and depreciation and amortization.

2

COVID-19 related expenses primarily consist of increased cleaning and sanitization costs, the purchase of personal protective equipment, discretionary supplemental employee costs, and costs related to construction delays from access limitations and other government restrictions.

3

Cloud computing transition adjustment relates to cloud computing costs in prior years that no longer qualify for capitalization based on an agenda decision issued by the IFRS Interpretations Committee in April 2021.

 

 

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Adjusted Net Earnings and Adjusted Net Earnings Per Share

Most directly comparable IFRS financial measure: Net earnings (loss) and net earnings (loss) per share.

Definition: Adjusted net earnings and related per share information are calculated as net earnings (loss) before share-based compensation and certain foreign exchange gain/loss (net of related derivatives), net of tax. We also adjust this measure for the following other income and expenses (net of tax) that are excluded when management evaluates the performance of our day-to-day operations: certain integration and restructuring related costs, impairment or reversal of impairment of assets, COVID-19 related expenses (including those recorded under finance costs), gain or loss on disposal of certain businesses and investments, IFRS adoption transition adjustments and gain/loss on early extinguishment of debt. We generally apply the annual forecasted effective tax rate to our adjustments during the year and, at year-end, we apply the actual effective tax rate. If the effective tax rate is significantly different from our forecasted effective tax rate due to adjustments or discrete tax impacts, we apply a tax rate that excludes those items. For material adjustments, we apply a tax rate specific to the adjustment. In 2021, we amended our calculation of adjusted net earnings to adjust for the impact of integration and restructuring related costs, cloud computing transition adjustment, and gain/loss on early extinguishment of debt. There were no similar expenses in the comparative period.

Why we use the measure and why it is useful to investors: Focuses on the performance of our day-to-day operations and is used as a component of employee remuneration calculations.

 

 

 

   2021      2020  
(millions of US dollars, except as otherwise noted)    Increases
(Decreases)
     Post-Tax      Per Diluted
Share
     Increases
(Decreases)
    Post-Tax     Per Diluted
Share
 

Net earnings attributable to equity holders of Nutrien

     

 

3,153

 

  

 

5.52

 

    

 

459

 

 

 

0.81

 

Adjustments:

               

Share-based compensation expense

  

 

198

 

  

 

151

 

  

 

0.27

 

  

 

69

 

 

 

50

 

 

 

0.09

 

Foreign exchange loss, net of related derivatives

  

 

39

 

  

 

30

 

  

 

0.05

 

  

 

19

 

 

 

14

 

 

 

0.02

 

Integration and restructuring related costs

  

 

43

 

  

 

33

 

  

 

0.06

 

  

 

60

 

 

 

44

 

 

 

0.08

 

Impairment of assets

  

 

33

 

  

 

25

 

  

 

0.04

 

  

 

824

 

 

 

657

 

 

 

1.15

 

COVID-19 related expenses

  

 

45

 

  

 

34

 

  

 

0.06

 

  

 

67

 

 

 

49

 

 

 

0.09

 

Loss on disposal of business

  

 

 

  

 

 

  

 

 

  

 

6

 

 

 

4

 

 

 

 

Net gain on disposal of investment in MOPCO

  

 

 

  

 

 

  

 

 

  

 

(250

 

 

(250

 

 

(0.44

Cloud computing transition adjustment

  

 

36

 

  

 

27

 

  

 

0.05

 

  

 

 

 

 

 

 

 

 

Loss on early extinguishment of debt

  

 

142

 

  

 

104

 

  

 

0.18

 

  

 

 

 

 

 

 

 

 

Adjusted net earnings

    

 

 

 

 

 

  

 

3,557

 

  

 

6.23

 

    

 

 

 

 

 

 

 

1,027

 

 

 

1.80

 

Adjusted EBITDA (Consolidated) and Adjusted Net Earnings Per Share Guidance

Adjusted EBITDA and adjusted net earnings per share guidance are forward-looking non-IFRS financial measures. 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 that may be inherently difficult to determine without unreasonable efforts. Guidance for adjusted EBITDA and adjusted net earnings per share excludes the impacts of share-based compensation, certain foreign exchange gain/loss (net of related derivatives), integration and restructuring related costs, impairment or reversal of impairment of assets, COVID-19 related expenses (including those recorded under finance costs), gain or loss on disposal of certain businesses and investments, IFRS adoption transition adjustments, and gain/loss on early extinguishment of debt.

Free Cash Flow and Free Cash Flow Including Changes in Non-Cash Operating Working Capital

Most directly comparable IFRS financial measure: Cash provided by (used in) operating activities.

Definition: Free cash flow is calculated as cash provided by (used in) operating activities less sustaining capital expenditures and before changes in non-cash operating working capital. Free cash flow including non-cash operating working capital is calculated as cash provided by operating activities less sustaining capital expenditures.

Why we use the measure and why it is useful to investors: For evaluation of liquidity and financial strength. These are also useful as indicators of our ability to service debt, meet other payment obligations and make strategic investments. These do not represent residual cash flow available for discretionary expenditures.

 

 

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(millions of US dollars)      

 

     2021        

 

     2020  

Cash provided by operating activities

     

 

3,886

 

     

 

3,323

 

Sustaining capital expenditures

    

 

 

 

 

 

  

 

(1,247

    

 

 

 

 

 

  

 

(919

Free cash flow including changes in non-cash operating working capital

     

 

2,639

 

     

 

2,404

 

Changes in non-cash operating working capital

    

 

 

 

 

 

  

 

(1,661

    

 

 

 

 

 

  

 

574

 

Free cash flow

    

 

 

 

 

 

  

 

4,300

 

    

 

 

 

 

 

  

 

1,830

 

Growth Capital

Most directly comparable IFRS financial measure: Capital expenditures.

Definition: Investing capital expenditures plus business acquisitions, net of cash acquired. Reconciliations are provided in the “Capital Allocation” section.

Why we use the measure and why it is useful to investors: To demonstrate how we allocate our capital to our various priorities including growth and expansion projects and acquisitions.

Gross Margin Excluding Depreciation and Amortization Per Tonne – Manufactured

Most directly comparable IFRS financial measure: Gross margin.

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

Potash Cash Cost of Product Manufactured (“COPM”) Per Tonne

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

Definition: Total 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.

 

(millions of US dollars, except as otherwise noted)      

 

     2021        

 

     2020  

Total COGS – Potash

     

 

1,285

 

     

 

1,183

 

Change in inventory

     

 

22

 

     

 

(10

Other adjustments 1

    

 

 

 

 

 

  

 

(6

    

 

 

 

 

 

  

 

(12

COPM

     

 

1,301

 

     

 

1,161

 

Depreciation and amortization included in COPM

    

 

 

 

 

 

  

 

(430

    

 

 

 

 

 

  

 

(424

Cash COPM

     

 

871

 

     

 

737

 

Production tonnes (tonnes – thousands)

    

 

 

 

 

 

  

 

      13,790

 

    

 

 

 

 

 

  

 

12,595

 

Potash cash COPM per tonne

    

 

 

 

 

 

  

 

63

 

    

 

 

 

 

 

  

 

59

 

 

1

Other adjustments include unallocated production overhead that is recognized as part of cost of goods sold but is not included in the measurement of inventory and changes in inventory balances.

 

 

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Ammonia Controllable Cash COPM Per Tonne

Most directly comparable IFRS financial measure: Total manufactured 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.

 

(millions of US dollars, except as otherwise noted)      

 

     2021        

 

     2020  

Total Manufactured COGS – Nitrogen

     

 

         2,353

 

     

 

1,804

 

Total Other COGS – Nitrogen

    

 

 

 

 

 

  

 

610

 

    

 

 

 

 

 

  

 

461

 

Total COGS – Nitrogen

     

 

2,963

 

     

 

2,265

 

Depreciation and amortization in COGS

     

 

(473

     

 

(522

Cash COGS for products other than ammonia

    

 

 

 

 

 

  

 

(1,740

    

 

 

 

 

 

  

 

(1,342

Ammonia

           

Total cash COGS before other adjustments

     

 

750

 

     

 

401

 

Other adjustments 1

    

 

 

 

 

 

  

 

(96

    

 

 

 

 

 

  

 

(52

Total cash COPM

     

 

654

 

     

 

349

 

Natural gas and steam costs included in COPM

    

 

 

 

 

 

  

 

(515

    

 

 

 

 

 

  

 

(235

Controllable cash COPM

     

 

139

 

     

 

114

 

Production tonnes (net tonnes 2 – thousands)

    

 

 

 

 

 

  

 

2,769

 

    

 

 

 

 

 

  

 

2,649

 

Ammonia controllable cash COPM per tonne

    

 

 

 

 

 

  

 

50

 

    

 

 

 

 

 

  

 

43

 

 

1

Other adjustments include unallocated production overhead that is recognized as part of cost of goods sold but is not included in the measurement of inventory and changes in inventory balances.

2

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

Retail Adjusted Average Working Capital to Sales and Retail Adjusted Average Working Capital to Sales Excluding Nutrien Financial

Definition: Retail adjusted average working capital divided by Retail adjusted sales for the last four rolling quarters. We exclude in our calculations the working capital and sales of certain acquisitions (such as Ruralco Holdings Limited) during the first year following the acquisition. We also look at this metric excluding the sales and working capital of Nutrien Financial.

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. The metric excluding Nutrien Financial shows the impact that the working capital of Nutrien Financial has on the ratio.

 

(millions of US dollars, except as otherwise noted)      

 

     2021        

 

     2020  

Average current assets

     

 

         9,332

 

     

 

7,998

 

Average current liabilities

           

 

(7,093

           

 

(5,825

Average working capital

     

 

2,239

 

     

 

2,173

 

Average working capital from certain recent acquisitions

           

 

 

           

 

(11

Adjusted average working capital

     

 

2,239

 

     

 

2,162

 

Average Nutrien Financial working capital

           

 

(2,316

           

 

(1,502

Adjusted average working capital excluding Nutrien Financial

           

 

(77

           

 

660

 

Sales

     

 

17,734

 

     

 

14,785

 

Sales from certain recent acquisitions

           

 

 

           

 

(686

Adjusted sales

     

 

17,734

 

     

 

14,099

 

Nutrien Financial revenue

           

 

(189

           

 

(129

Adjusted sales excluding Nutrien Financial

           

 

17,545

 

           

 

13,970

 

Adjusted average working capital to sales (%)

     

 

13

 

     

 

15

 

Adjusted average working capital to sales excluding Nutrien Financial (%)

           

 

 

           

 

5

 

 

 

 

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Nutrien Financial Adjusted Net Interest Margin

Definition: Nutrien Financial revenue less deemed interest expense divided by average Nutrien Financial receivables outstanding for the last four rolling quarters.

Why we use the measure and why it is useful to investors: Used by credit rating agencies and other users to evaluate financial performance of Nutrien Financial.

 

(millions of US dollars, except as otherwise noted)      

 

     2021        

 

     2020  

Nutrien Financial revenue

     

 

189

 

     

 

129

 

Deemed interest expense 1

    

 

 

 

 

 

  

 

(36

    

 

 

 

 

 

  

 

(49

Net interest

    

 

 

 

 

 

  

 

153

 

    

 

 

 

 

 

  

 

80

 

Average Nutrien Financial receivables

    

 

 

 

 

 

  

 

        2,316

 

    

 

 

 

 

 

  

 

1,502

 

Nutrien Financial adjusted net interest margin (%)

    

 

 

 

 

 

  

 

6.6

 

    

 

 

 

 

 

  

 

5.3

 

 

1

Average borrowing rate applied to the notional debt required to fund the portfolio of receivables from customers monitored and serviced by Nutrien Financial.

Retail Cash Operating Coverage Ratio

Definition: Retail selling, general and administrative, and other expenses, 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.

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.

 

(millions of US dollars, except as otherwise noted)      

 

       2021        

 

       2020  

Selling expenses

     

 

3,124

 

     

 

2,795

 

General and administrative expenses

     

 

168

 

     

 

135

 

Other expenses

           

 

86

 

           

 

44

 

Operating expenses

     

 

3,378

 

     

 

2,974

 

Depreciation and amortization in operating expenses

    

 

 

 

 

 

  

 

(694

    

 

 

 

 

 

  

 

(658

Operating expenses excluding depreciation and amortization

    

 

 

 

 

 

  

 

2,684

 

    

 

 

 

 

 

  

 

2,316

 

Gross margin

     

 

          4,600

 

     

 

3,736

 

Depreciation and amortization in cost of goods sold

    

 

 

 

 

 

  

 

12

 

    

 

 

 

 

 

  

 

10

 

Gross margin excluding depreciation and amortization

    

 

 

 

 

 

  

 

4,612

 

    

 

 

 

 

 

  

 

3,746

 

Cash operating coverage ratio (%)

    

 

 

 

 

 

  

 

58

 

    

 

 

 

 

 

  

 

62

 

Retail Normalized Comparable Store Sales

Most directly comparable IFRS financial measure: Retail sales from comparable base as a component of total Retail sales.

Definition: Prior year comparable store sales adjusted for published potash, nitrogen and phosphate benchmark prices and foreign exchange rates used in the current year. We retain sales of closed locations in the comparable base if the closed location is in close proximity to an existing location, unless we plan to exit the market area or are unable to economically or logistically serve it. We do not adjust for temporary closures, expansions or renovations of stores.

Why we use the measure and why it is useful to investors: To evaluate sales growth by adjusting for fluctuations in commodity prices and foreign exchange rates. Includes locations we have owned for more than 12 months.

 

(millions of US dollars, except as otherwise noted)      

 

     2021        

 

     2020  

Sales from comparable base

     

 

                   

 

     

Prior period

     

 

14,785

 

     

 

13,282

 

Adjustments 1

    

 

 

 

 

 

  

 

(476

    

 

 

 

 

 

  

 

 

Revised prior period

     

 

14,309

 

     

 

13,282

 

Current period

    

 

 

 

 

 

  

 

17,511

 

    

 

 

 

 

 

  

 

13,546

 

Comparable store sales (%)

     

 

22

 

     

 

2

 

Prior period normalized for benchmark prices and foreign exchange rates

    

 

 

 

 

 

  

 

16,350

 

    

 

 

 

 

 

  

 

12,784

 

Normalized comparable store sales (%)

    

 

 

 

 

 

  

 

7

 

    

 

 

 

 

 

  

 

6

 

 

1

Adjustments relate to prior period sales related to closed locations or businesses that no longer exist in the current period in order to provide a comparable base in our calculation.

 

 

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APPENDIX B – OTHER FINANCIAL MEASURES

Supplementary Financial Measures

Supplementary financial measures are financial measures disclosed by a company that (a) are, or are intended to be, disclosed on a periodic basis to depict the historical or expected future financial performance, financial position or cash flow of a company, (b) are not disclosed in the financial statements of the company, (c) are not non-IFRS financial measures, and (d) are not non-IFRS ratios.

The following section provides an explanation of the composition of those supplementary financial measures if not previously provided.

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

Retail digital platform sales: Grower and employee sales in North America entered directly into the digital platform.

Retail digital platform sales to total sales: Grower and employee sales in North America entered directly into the digital platform as a percentage of total sales in North America.

Sustaining capital expenditures: Represents capital expenditures that are required to sustain operations at existing levels and include major repairs and maintenance and plant turnarounds.

Investing capital expenditures: Represents capital expenditures related to significant expansions of current operations or to create cost savings (synergies). Investing capital excludes capital outlays for business acquisitions and equity-accounted investees.

Mine development and pre-stripping capital expenditures: Represents capital expenditures that are required for activities to open new areas underground and/or develop a mine or ore body to allow for future production mining and activities required to prepare and/or access the ore i.e., removal of an overburden that allows access to the ore.

Retail adjusted EBITDA per US selling location: Calculated as total Retail US adjusted EBITDA for the last four rolling quarters, representing the organic EBITDA component, which excludes 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 in those quarters.

Cash used for dividends and share repurchases (shareholder returns): Calculated as dividends paid to Nutrien shareholders plus repurchase of common shares per the consolidated statements of cash flows. This measure is useful as it represents return of capital to shareholders.

Capital Management Measures

Capital management measures are financial measures disclosed by a company that (a) are intended to enable an individual to evaluate a company’s objectives, policies and processes for managing the entity’s capital, (b) are not a component of a line item disclosed in the primary financial statements of the company, (c) are disclosed in the notes of the financial statements of the company, and (d) are not disclosed in the primary financial statements of the company.

The following section outlines our capital management measure, its composition and why management uses the measure.

Adjusted Net Debt to Adjusted EBITDA: Calculated as adjusted net debt to adjusted EBITDA. Both components are non-IFRS financial measures. This ratio measures financial leverage and our ability to pay our debt.

The most directly comparable measure for adjusted net debt is total short-term and long-term debt and lease liabilities less cash and cash equivalents and is defined as the total of short-term and long-term debt plus lease liabilities less cash and cash equivalents and unamortized fair value adjustments. This measure is useful as it adjusts for the unamortized fair value adjustments that arose at the time of the merger and is non-cash by nature.

 

(millions of US dollars, except as otherwise noted)      

 

       2021        

 

       2020  

Short-term debt

     

 

1,560

 

     

 

159

 

Current portion of long-term debt

     

 

545

 

     

 

14

 

Current portion of lease liabilities

     

 

286

 

     

 

249

 

Long-term debt

     

 

7,521

 

     

 

10,047

 

Lease liabilities

    

 

 

 

 

 

  

 

934

 

    

 

 

 

 

 

  

 

891

 

Total debt

    

 

 

 

 

 

  

 

      10,846

 

    

 

 

 

 

 

  

 

11,360

 

Cash and cash equivalents

     

 

(499

     

 

(1,454

Unamortized fair value adjustments

    

 

 

 

 

 

  

 

(325

    

 

 

 

 

 

  

 

(404

Adjusted net debt

    

 

 

 

 

 

  

 

10,022

 

    

 

 

 

 

 

  

 

9,502

 

 

 

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TERMS & DEFINITIONS

 

Terms

     

 

    

 

AECO

      

Alberta Energy Company, Canada

Argus

      

Argus Media group, UK

Bloomberg

      

Bloomberg Finance L.P., USA

CDP Climate

      

CDP Worldwide, England

CDP Water

      

CDP Worldwide, England

CRU

      

CRU International limited, UK

ESG

      

Environmental, social and governance

FTSE Russell

      

FTSE International Limited, England

ISS Quality Scores

      

Institutional Shareholder Services Inc., USA

Moody’s

      

Moody’s Corporation (NYSE: MCO), USA

MSCI ESG Rating

      

MSCI Inc., USA

NYMEX

      

New York Mercantile Exchange, USA

NYSE

      

New York Stock Exchange, USA

S&P/S&P Global Corporate Sustainability Assessment

      

S&P Global Inc., USA

TSX

      

Toronto Stock Exchange, Canada

USDA

      

United States Department of Agriculture, USA

CAD

      

Canadian dollar

USD

      

United States dollar

AUD

      

Australian dollar

 

Scientific Terms

    

 

    

 

    

 

    

 

Potash

     

  KCI

     

potassium chloride, 60–63.2% K2O (solid)

Nitrogen

     

  CO2e

     

carbon dioxide equivalent

       

  DEF

     

diesel exhaust fluid

       

  ESN®

     

environmentally smart nitrogen, 44% nitrogen

       

  NH3

     

ammonia (anhydrous), 82.2% N (liquid)

       

  P2O5

     

phosphorus pentoxide

       

  UAN

     

nitrogen solutions, 28–32% N (liquid)

Phosphate

     

  AS

     

ammonium sulfate (solid)

       

  DAP

     

diammonium phosphate, 46% P2O5 (solid)

       

  MAP

     

monoammonium phosphate, 52% P2O5 (solid)

       

  MGA

     

merchant grade acid, 54% P2O5 (liquid)

       

  MST

     

micronized sulfur technology, P + S

       

  SPA

     

superphosphoric acid, 70% P2O5 (liquid)

 

Product Measures

    

 

    

 

K2O tonne

     

 Measures the potassium content of products having different chemical analyses

N tonne

     

 Measures the nitrogen content of products having different chemical analyses

P2O5 tonne

     

 Measures the phosphorus content of products having different chemical analyses

Product tonne

     

 Standard measure of the weights of all types of potash, nitrogen and phosphate products

 

 

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Definitions

     

 

    

 

Blue/low-carbon ammonia

      

Ammonia produced primarily utilizing carbon capture, utilization and storage (“CCUS”) or other low-emission production technologies to significantly reduce the carbon intensity of resultant production.

Brownfield

      

New project expanding or developing an existing facility or operation.

Community investment

      

Represents cash disbursements, matching of employee gifts and in-kind contributions of equipment, goods and services and employee volunteerism (on corporate time).

Cumulative annual growth rate

      

Represents the rate of return that would be required for an investment to grow from its beginning balance to its ending balance assuming the profits were reinvested at the end of each year of the investment’s lifespan.

COVID-19

      

COVID-19 coronavirus pandemic

Environmental incidents

      

Number of incidents includes release quantities that exceed the US Comprehensive Environmental Response, Compensation, and Liability Act limits; in potash facilities any release that exceeds Saskatchewan release limits (based on the Saskatchewan Environmental Code); non-compliance incidents that exceed $10,000 in costs to reach compliance; or enforcement actions with fines exceeding $1,000.

Green ammonia

      

Ammonia made of hydrogen obtained through a process that uses 100 percent renewable and carbon-free sources such as water electrolysis with renewable power.

Greenhouse gas

      

Gas that contributes to the greenhouse effect by absorbing infrared radiation.

Latin America

      

South America, Central America, Caribbean and Mexico

Lost-time injury frequency

      

Total lost-time injuries for every 200,000 hours worked for all Nutrien employees, contractors and others on site. Calculated as the total lost-time injuries multiplied by 200,000 hours worked divided by the actual number of hours worked.

Merger

      

The merger of equals transaction between PotashCorp and Agrium completed effective January 1, 2018, pursuant to which PotashCorp and Agrium combined their businesses pursuant to a statutory plan of arrangement under the Canada Business Corporations Act and became wholly owned subsidiaries of Nutrien Ltd.

Mmt

      

Million metric tonnes

North America

      

Canada and the US

Offshore

      

All markets except Canada and the US

Scope 1

      

Direct green house gas emissions produced in owned or controlled facilities

Scope 2

      

Green house gas emissions that result from the generation of purchased or acquired electricity, heating, cooling and steam consumed by Nutrien

Scope 3

      

Indirect green house gas emissions not included in Scope 1 or Scope 2 emissions that occur outside of the organization, including both upstream and downstream emissions

Total employee turnover rate

      

The number of permanent employees who left the Company due to voluntary and involuntary terminations, including retirements and deaths, as a percentage of average permanent employees for the year.

Total recordable injury frequency

      

Total recordable injuries for every 200,000 hours worked for all Nutrien employees, contractors and others on site. Calculated as the total recordable injuries multiplied by 200,000 hours worked divided by the actual number of hours worked.

Total shareholder return

      

Return on investment in Nutrien shares from the time the investment is made based on two components: (1) growth in share price and (2) return from reinvested dividend income on the shares.

Voluntary employee turnover

      

The number of permanent employees who left the Company due to voluntary terminations as a percentage of average permanent employees for the year. Includes voluntary retirements and resignations.

 

 

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0.89 0.04 0.02 0.05 6898000000 154000000 4389000000 6869000000 154000000 4395000000 779000000 780000000 0 0 0 0 0001725964 2021-01-01 2021-12-31 0001725964 2020-01-01 2020-12-31 0001725964 ntr:PreTaxMember 2021-01-01 2021-12-31 0001725964 ntr:PreTaxMember 2020-01-01 2020-12-31 0001725964 2019-12-31 0001725964 2021-12-31 0001725964 2020-12-31 0001725964 ntr:MOPCOMember 2021-01-01 2021-12-31 0001725964 ntr:MOPCOMember 2020-01-01 2020-12-31 0001725964 ifrs-full:IssuedCapitalMember 2021-12-31 0001725964 ifrs-full:IssuedCapitalMember 2020-12-31 0001725964 ifrs-full:IssuedCapitalMember 2019-12-31 0001725964 ifrs-full:AdditionalPaidinCapitalMember 2019-12-31 0001725964 ifrs-full:AdditionalPaidinCapitalMember 2020-12-31 0001725964 ifrs-full:AdditionalPaidinCapitalMember 2021-12-31 0001725964 ifrs-full:UnrealisedForeignExchangeGainsLossesMember 2019-12-31 0001725964 ifrs-full:UnrealisedForeignExchangeGainsLossesMember 2020-12-31 0001725964 ntr:OtherAccumulatedComprehensiveIncomeLossMember 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Nutrien Annual Report 2021   |  

 

Exhibit 99.3

 

FINANCIAL STATEMENTS & NOTES

 

 

Management’s Responsibility

72

Reports of Independent Registered Public Accounting Firm

73

2021 At a Glance

76

Consolidated Statements of Earnings

77

Consolidated Statements of Comprehensive Income

77

Consolidated Statements of Cash Flows

78

Consolidated Statements of Changes in Shareholders’ Equity

79

Consolidated Balance Sheets

80

Notes to the Consolidated Financial Statements

 

Note 1

Description Of Business

81

Note 2

Basis Of Presentation

81

Note 3

Segment Information

82

Note 4

Nature Of Expenses

85

Note 5

Share-Based Compensation

86

Note 6

Other Expenses (Income)

88

Note 7

Finance Costs

88

Note 8

Income Taxes

89

Note 9

Net Earnings Per Share

91

Note 10

Financial Instruments And Related Risk Management

92

Note 11

Receivables

96

Note 12

Inventories

97

Note 13

Property, Plant And Equipment

97

Note 14

Goodwill And Other Intangible Assets

100

Note 15

Investments

102

Note 16

Other Assets

102

Note 17

Short-Term Debt

103

Note 18

Long-Term Debt

104

Note 19

Lease Liabilities

106

Note 20

Payables And Accrued Charges

106

Note 21

Pension And Other Post-Retirement Benefits

107

Note 22

Asset Retirement Obligations And Accrued Environmental Costs

110

Note 23

Share Capital

111

Note 24

Capital Management

113

Note 25

Business Combinations

114

Note 26

Commitments

116

Note 27

Guarantees

117

Note 28

Related Party Transactions

117

Note 29

Contingencies And Other Matters

118

Note 30

Accounting Policies, Estimates And Judgments

120


Nutrien Annual Report 2021   |   72

 

MANAGEMENT’S RESPONSIBILITY

 

Management’s Responsibility for Financial Reporting

 

Management’s Report on the Consolidated Financial Statements

 

The accompanying consolidated financial statements and   related financial information are the responsibility of the management of Nutrien Ltd. (the “Company”). They have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and include amounts based on estimates and judgments. Financial information included elsewhere in this report is consistent with the consolidated financial statements.

 

The consolidated financial statements are approved by the Board of Directors on the recommendation of the audit committee. The audit committee, appointed by the Board of Directors, is   composed entirely of independent directors. The audit committee discusses and analyzes the Company’s condensed consolidated financial statements and Management’s Discussion and Analysis (“MD&A”) with management before such information is approved by the committee and submitted to securities commissions or other regulatory authorities. The audit committee and management also analyze the annual consolidated financial statements and MD&A prior to their approval by the   Board of Directors.

 

The audit committee’s duties also include reviewing critical accounting policies and significant estimates and judgments underlying the   consolidated financial statements as presented by management and approving the fees of our independent registered public accounting firm.

 

Our independent registered public accounting firm, KPMG LLP, performs an audit of the consolidated financial statements, the results of which are reflected in their Report of Independent Registered Public Accounting Firm for 2021. KPMG LLP has full and independent access to the audit committee to discuss their audit and related matters.

 

Management’s Annual Report on Internal   Control over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended, and National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings . Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with IFRS.

 

Under our supervision and with the participation of management, the Company conducted an evaluation of the design and effectiveness of our internal control over financial reporting as of the end of the fiscal year covered by this report, based on the framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013). Based on this evaluation, management concluded that, as of December 31, 2021, the Company did maintain effective internal control over financial reporting.  

 

The effectiveness of the Company’s internal control over financial reporting as at December 31, 2021 has been audited by KPMG LLP, as reflected in their Report of Independent Registered Public Accounting Firm for 2021.

 

/s/ Ken Seitz

 

Ken Seitz

Interim President and Chief Executive Officer

February 17, 2022

 

/s/ Pedro Farah

 

Pedro Farah

Executive Vice President and Chief Financial Officer

February 17, 2022


Nutrien Annual Report 2021   |   73

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders and Board of Directors of Nutrien Ltd.

 

Opinion on Internal Control Over Financial Reporting

 

We have audited Nutrien Ltd. and subsidiaries’ (the “Company”) internal control over financial reporting as of December   31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December   31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December   31, 2021 and 2020, the related consolidated statements of earnings, comprehensive income, cash flows, and changes in shareholders’ equity for the years then ended, and the related notes (collectively, the “consolidated financial statements”), and our report dated February 17, 2022 expressed an unqualified opinion on those consolidated financial statements.

 

Basis for Opinion

 

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

Definition and Limitations of Internal Control Over Financial Reporting

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1)   pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)   provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3)   provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

/s/ KPMG LLP

 

Chartered Professional Accountants

 

Calgary, Canada

February 17, 2022


Nutrien Annual Report 2021   |   74

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders and Board of Directors of Nutrien Ltd.

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheets of Nutrien Ltd. and subsidiaries (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of earnings, comprehensive income, cash flows, and changes in shareholders’ equity for the years then ended, and the related notes (collectively, the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and its financial performance and its cash flows for the years then ended, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 17, 2022 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters

 

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.


Nutrien Annual Report 2021   |   75

 

Goodwill Impairment Assessment of the Retail North America Group of Cash-Generating Units

 

As discussed in Note 14 to the consolidated financial statements, the carrying amount of goodwill as of December 31, 2021 was $12,220 million, of which $6,898 million of goodwill has been allocated to the Retail North America group of cash-generating units (“Retail North America CGU”). The Retail North America CGU is tested for impairment annually, and whenever events or changes in circumstances may indicate the carrying amount, including goodwill, exceeds its estimated recoverable amount. The calculation of the recoverable amount of the Retail North America CGU involved estimates including forecasted earnings before tax, interest, depreciation and amortization (“EBITDA”), terminal growth rate and the discount rate.

 

We identified the calculation of the recoverable amount of goodwill for the Retail North America CGU as a critical audit matter. A high degree of auditor judgment was required to evaluate the Company’s forecasted EBITDA, terminal growth rate and discount rate used to calculate the recoverable amount of the Retail North America CGU. Minor changes to these assumptions could have had a significant effect on the Company’s calculation of the recoverable amount of the Retail North America CGU. Additionally, the audit effort associated with this estimate required specialized skills and knowledge.

 

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the calculation of the recoverable amount of goodwill for the Retail North America CGU.   This included controls related to the determination of forecasted EBITDA, terminal growth rate and the discount rate. We evaluated the Company’s forecasted EBITDA for the Retail North America CGU by comparing to historical results and forecasted planted acreage in the United States. We evaluated the terminal growth rate by comparing to the historical growth of the Retail North America CGU and to market information, including forecasted inflation and forecasted gross domestic product in the United States. We evaluated the Company’s historical forecasts of EBITDA by comparing to actual results to assess the Company’s ability to accurately forecast.   In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in:

 

 

/s/ KPMG LLP

 

Chartered Professional Accountants

 

We have served as the Company’s auditor since 2018.

 

Calgary, Canada

February 17, 2022


Nutrien Annual Report 2021   |   76

In millions of US dollars unless otherwise noted

 

 


Nutrien Annual Report 2021   |  

In millions of US dollars unless otherwise noted

 

2021 AT A GLANCE

 

 

DOC_IMG00006

DOC_IMG00001

DOC_IMG00002

DOC_IMG00003

DOC_IMG00004

DOC_IMG00005

 

 


Nutrien Annual Report 2021   |   77

In millions of US dollars unless otherwise noted

 

CONSOLIDATED FINANCIAL STATEMENTS

 

CONSOLIDATED STATEMENTS OF EARNINGS

 

For the years ended December 31

Note

2021

 

2020

SALES

3

27,712  

 

20,908  

Freight, transportation and distribution

4

851  

 

855  

Cost of goods sold

4, 12

17,452  

 

14,814  

GROSS MARGIN

 

9,409  

 

5,239  

Selling expenses

4

3,142  

 

2,813  

General and administrative expenses

4

477  

 

429  

Provincial mining taxes

4

466  

 

204  

Share-based compensation

5

198  

 

69  

Impairment of assets

13, 14

33  

 

824  

Other expenses (income)

6

312  

 

(2)

EARNINGS BEFORE FINANCE COSTS AND INCOME TAXES

 

4,781  

 

902  

Finance costs

7

613  

 

520  

EARNINGS BEFORE INCOME TAXES

 

4,168  

 

382  

Income tax expense (recovery)

8

989  

 

(77)

NET EARNINGS

 

3,179  

 

459  

Attributable to

 

 

 

 

Equity holders of Nutrien

 

3,153  

 

459  

Non-controlling interest

 

26  

 

 

NET EARNINGS

 

3,179  

 

459  

 

 

 

 

 

NET EARNINGS PER SHARE ATTRIBUTABLE TO EQUITY HOLDERS OF NUTRIEN

    ("EPS")

9

 

 

 

Basic

 

5.53  

 

0.81  

Diluted

 

5.52  

 

0.81  

Weighted average shares outstanding for basic EPS

9

569,664,000  

 

569,657,000  

Weighted average shares outstanding for diluted EPS

9

571,289,000  

 

569,686,000  

 

 

 

 

 

 

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

For the years ended December 31 (net of related income taxes)

Note

2021

 

2020

NET EARNINGS

 

3,179  

 

459  

Other comprehensive income

 

 

 

 

Items that will not be reclassified to net earnings:

 

 

 

 

Net actuarial gain on defined benefit plans

21

95  

 

75  

Net fair value gain (loss) on investments

15

81  

 

(7)

Items that have been or may be subsequently reclassified to net earnings:

 

 

 

 

(Loss) gain on currency translation of foreign operations

 

(115)

 

142  

Other

 

17  

 

(16)

OTHER COMPREHENSIVE INCOME

 

78  

 

194  

COMPREHENSIVE INCOME

 

3,257  

 

653  

Attributable to

 

 

 

 

Equity holders of Nutrien

 

3,232  

 

653  

Non-controlling interest

 

25  

 

 

COMPREHENSIVE INCOME

 

3,257  

 

653  

 

 

 

 

 

 

 

 

 

 

(See Notes to the Consolidated Financial Statements)

 

 

 

 

 


Nutrien Annual Report 2021   |   78

In millions of US dollars unless otherwise noted

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

For the years ended December 31

Note

2021

 

2020

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

Net earnings

 

3,179  

 

459  

Adjustments for:

 

 

 

 

Depreciation and amortization

 

1,951  

 

1,989  

Share-based compensation expense

5

198  

 

69  

Impairment of assets

13

33  

 

824  

Loss on early extinguishment of debt

 

142  

 

 

Net gain on disposal of investment in Misr Fertilizers Production Company

   S.A.E. ("MOPCO")

6

 

 

(250)

Recovery of deferred income tax

 

(31)

 

(9)

Cloud computing transition adjustment

6

36  

 

 

Other long-term assets, liabilities and miscellaneous

16

39  

 

(333)

Cash from operations before working capital changes

 

5,547  

 

2,749  

Changes in non-cash operating working capital:

 

 

 

 

Receivables

 

(1,669)

 

145  

Inventories

 

(1,459)

 

85  

Prepaid expenses and other current assets

 

(227)

 

(10)

Payables and accrued charges

 

1,694  

 

354  

CASH PROVIDED BY OPERATING ACTIVITIES

 

3,886  

 

3,323  

INVESTING ACTIVITIES

 

 

 

 

Capital expenditures 1

13, 14

(1,783)

 

(1,549)

Business acquisitions, net of cash acquired

25

(88)

 

(233)

Proceeds from disposal of investment in MOPCO

6

 

 

540  

Other

 

64  

 

38  

CASH USED IN INVESTING ACTIVITIES

 

(1,807)

 

(1,204)

FINANCING ACTIVITIES

 

 

 

 

Transaction costs related to debt

 

(7)

 

(15)

Proceeds from (repayment of) short-term debt, net

17

1,344  

 

(892)

Proceeds from long-term debt

18

86  

 

1,541  

Repayment of long-term debt

18

(2,212)

 

(509)

Repayment of principal portion of lease liabilities

18, 19

(320)

 

(274)

Dividends paid to Nutrien's shareholders

23

(1,045)

 

(1,030)

Repurchase of common shares

23

(1,035)

 

(160)

Issuance of common shares

23

200  

 

 

Other

 

(14)

 

 

CASH USED IN FINANCING ACTIVITIES

 

(3,003)

 

(1,339)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND

   CASH EQUIVALENTS

 

(31)

 

3  

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

 

(955)

 

783  

CASH AND CASH EQUIVALENTS – BEGINNING OF YEAR

 

1,454  

 

671  

CASH AND CASH EQUIVALENTS – END OF YEAR

 

499  

 

1,454  

Cash and cash equivalents comprised of:

 

 

 

 

Cash

 

428  

 

1,375  

Short-term investments

 

71  

 

79  

 

 

499  

 

1,454  

SUPPLEMENTAL CASH FLOWS INFORMATION

 

 

 

 

Interest paid

 

491  

 

498  

Income taxes paid

 

435  

 

156  

Total cash outflow for leases

 

393  

 

345  

1   Includes additions to property, plant and equipment and intangible assets of $ 1,676 and $ 107 (2020 – $ 1,423 and $ 126 ), respectively.

 

(See Notes to the Consolidated Financial Statements)

 


Nutrien Annual Report 2021   |   79

In millions of US dollars unless otherwise noted

 

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Accumulated Other Comprehensive

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) Income ("AOCI")

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss on

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

Currency

 

 

 

 

 

 

 

Holders

 

Non-

 

 

 

Number of

 

 

 

 

 

Translation

 

 

 

 

 

 

 

of

 

Controlling

 

 

 

Common

 

Share

Contributed

 

of Foreign

 

 

 

Total

 

Retained

 

Nutrien

 

Interest

 

Total

 

Shares

 

Capital

 

Surplus

 

Operations

 

Other

 

AOCI

 

Earnings

 

(Note 2)

 

(Note 2)

 

Equity

BALANCE – DECEMBER 31, 2019

572,942,809  

 

15,771  

 

248  

 

(204)

 

(47)

 

(251)

 

7,101  

 

22,869  

 

38  

 

22,907  

Net earnings

 

 

 

 

 

 

 

 

 

 

 

 

459  

 

459  

 

 

 

459  

Other comprehensive income

 

 

 

 

 

 

142  

 

52  

 

194  

 

 

 

194  

 

 

 

194  

Shares repurchased (Note 23)

(3,832,580)

 

(105)

 

(55)

 

 

 

 

 

 

 

 

 

(160)

 

 

 

(160)

Dividends declared (Note 23)

 

 

 

 

 

 

 

 

 

 

 

 

(1,029)

 

(1,029)

 

 

 

(1,029)

Effect of share-based compensation including

   issuance of common shares

150,177  

 

7  

 

12  

 

 

 

 

 

 

 

 

 

19  

 

 

 

19  

Transfer of net loss on cash flow hedges

 

 

 

 

 

 

 

 

13  

 

13  

 

 

 

13  

 

 

 

13  

Transfer of net actuarial gain on defined benefit plans

 

 

 

 

 

 

 

 

(75)

 

(75)

 

75  

 

 

 

 

 

 

BALANCE – DECEMBER 31, 2020

569,260,406  

 

15,673  

 

205  

 

(62)

 

(57)

 

(119)

 

6,606  

 

22,365  

 

38  

 

22,403  

Net earnings

 

 

 

 

 

 

 

 

 

 

 

 

3,153  

 

3,153  

 

26  

 

3,179  

Other comprehensive (loss) income

 

 

 

 

 

 

(114)

 

193  

 

79  

 

 

 

79  

 

(1)

 

78  

Shares repurchased (Note 23)

(15,982,154)

 

(442)

 

(47)

 

 

 

 

 

 

 

(616)

 

(1,105)

 

 

 

(1,105)

Dividends declared (Note 23)

 

 

 

 

 

 

 

 

 

 

 

 

(1,046)

 

(1,046)

 

 

 

(1,046)

Non-controlling interest transactions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(16)

 

(16)

Effect of share-based compensation including

   issuance of common shares

4,424,437  

 

226  

 

(9)

 

 

 

 

 

 

 

 

 

217  

 

 

 

217  

Transfer of net gain on cash flow hedges

 

 

 

 

 

 

 

 

(11)

 

(11)

 

 

 

(11)

 

 

 

(11)

Transfer of net actuarial gain on defined benefit plans

 

 

 

 

 

 

 

 

(95)

 

(95)

 

95  

 

 

 

 

 

 

Share cancellation (Note 23)

(210,173)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE – DECEMBER 31, 2021

557,492,516  

 

15,457  

 

149  

 

(176)

 

30  

 

(146)

 

8,192  

 

23,652  

 

47  

 

23,699  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  (See Notes to the Consolidated Financial Statements)

 


Nutrien Annual Report 2021   |   80

In millions of US dollars unless otherwise noted

 

CONSOLIDATED BALANCE SHEETS

 

As at December 31

Note

2021

 

2020

 

 

 

 

Note 2

ASSETS

 

 

 

 

Current assets

 

 

 

 

Cash and cash equivalents

 

499  

 

1,454  

Receivables

11

5,366  

 

3,626  

Inventories

12

6,328  

 

4,930  

Prepaid expenses and other current assets

 

1,653  

 

1,460  

 

 

13,846  

 

11,470  

Non-current assets

 

 

 

 

Property, plant and equipment

13

20,016  

 

19,660  

Goodwill

14

12,220  

 

12,198  

Other intangible assets

14

2,340  

 

2,388  

Investments

15

703  

 

562  

Other assets

16

829  

 

914  

TOTAL ASSETS

 

49,954  

 

47,192  

LIABILITIES

 

 

 

 

Current liabilities

 

 

 

 

Short-term debt

17

1,560  

 

159  

Current portion of long-term debt

18

545  

 

14  

Current portion of lease liabilities

19

286  

 

249  

Payables and accrued charges

20

10,052  

 

8,058  

 

 

12,443  

 

8,480  

Non-current liabilities

 

 

 

 

Long-term debt

18

7,521  

 

10,047  

Lease liabilities

19

934  

 

891  

Deferred income tax liabilities

8

3,165  

 

3,149  

Pension and other post-retirement benefit liabilities

21

419  

 

454  

Asset retirement obligations and accrued environmental costs

22

1,566  

 

1,597  

Other non-current liabilities

 

207  

 

171  

TOTAL LIABILITIES

 

26,255  

 

24,789  

SHAREHOLDERS’ EQUITY

 

 

 

 

Share capital

23

15,457  

 

15,673  

Contributed surplus

 

149  

 

205  

Accumulated other comprehensive loss

 

(146)

 

(119)

Retained earnings

 

8,192  

 

6,606  

Equity holders of Nutrien

 

23,652  

 

22,365  

Non-controlling interest

 

47  

 

38  

TOTAL SHAREHOLDERS’ EQUITY

 

23,699  

 

22,403  

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

49,954  

 

47,192  

 

 

 

 

 

(See Notes to the Consolidated Financial Statements)

 

 

Approved by the Board of Directors,

 

/s/ Maura Clark

 

Director

/s/ Christopher Burley

 

Director

 

 

 

 


Nutrien Annual Report 2021   |   81

In millions of US dollars unless otherwise noted

 

  NOTE 1       DESCRIPTION OF BUSINESS

 

Nutrien Ltd. (collectively with its subsidiaries, “Nutrien”, “we”, “us”, “our” or “the Company”) is the world’s largest provider of crop inputs and services. Nutrien plays a critical role in helping growers around the globe increase food production in a sustainable manner.

 

The Company is a corporation organized under the laws of Canada with its registered head office located at Suite 1700, 211 19th Street East, Saskatoon, Saskatchewan, Canada, S7K 5R6. As at December   31, 2021, the Company had assets as follows:

 

Segment

Description

Nutrien Ag Solutions (“Retail”)

  • various retail facilities across the US, Canada, Australia and South America
  • private label and proprietary crop protection products and nutritionals
  • an innovative integrated digital platform for growers and crop consultants
  • financing solutions provider in support of Nutrien’s agricultural product and service sales

Potash

  • 6 operations in the province of Saskatchewan

Nitrogen

  • 8 production facilities in North America: 4 in Alberta, 1 in Georgia, 1 in Louisiana, 1 in Ohio and 1 in Texas
  • 1 large-scale operation in Trinidad
  • 5 upgrade facilities in North America: 3 in Alberta, 1 in Missouri and 1 in Washington
  • 50 percent investment in Profertil S.A. (“Profertil”), a nitrogen producer based in Argentina

Phosphate

  • 2 mines and processing plants: 1 in Florida and 1 in North Carolina
  • phosphate feed plants in Illinois, Missouri and Nebraska
  • 1 industrial phosphoric acid plant in Ohio

Corporate and Others

  • investment in Canpotex Limited (“Canpotex”), a Canadian potash export, sales and marketing company owned in equal shares by Nutrien and another potash producer
  • 22 percent investment in Sinofert Holdings Limited (“Sinofert”), a fertilizer supplier and distributor in China

 

  NOTE 2    BASIS OF PRESENTATION

 

We prepared these consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). We have consistently applied the same accounting policies throughout all periods presented, as if these policies had always been in effect, with the exception of the accounting standards adopted effective January 1, 2021, as disclosed in Note 30.

 

Certain immaterial 2020 figures have been reclassified in the consolidated statements of changes in shareholders’ equity and consolidated balance sheets.

 

These consolidated financial statements were authorized for issue by the Board of Directors on February 17, 2022.

 

Sensitivity analyses included throughout the notes should be used with caution as the changes are hypothetical and not reflective of future performance. The sensitivities have been calculated independently of changes in other key variables. Changes in one factor may result in changes in another, which could increase or reduce certain sensitivities. We prepared these consolidated financial statements under the historical cost basis, except for items that IFRS requires to be measured at fair value. Details of our accounting policies are primarily disclosed in Note 30. Reference to n/a indicates information is not applicable.

 

 

 


Nutrien Annual Report 2021   |   82

In millions of US dollars unless otherwise noted

 

  NOTE 3   SEGMENT INFORMATION

 

The Company has four reportable operating segments: Nutrien Ag Solutions (“Retail”), Potash, Nitrogen and Phosphate. The Retail segment distributes crop nutrients, crop protection products, seed and merchandise, and it provides services directly to growers through a network of farm centers in North America, South America and Australia. The Potash, Nitrogen and Phosphate segments are differentiated by the chemical nutrient contained in the products that each produces.

 

The Executive Leadership Team (“ELT”), comprised of officers at the Executive Vice President level and above, is the Chief Operating Decision Maker (“CODM”). The CODM uses adjusted net earnings (loss) before finance costs, income taxes, and depreciation and amortization (“adjusted EBITDA”) to measure performance and allocate resources to the operating segments. The CODM considers adjusted EBITDA to be a meaningful measure because it is not impacted by long-term investment and financing decisions, but rather focuses on the performance of our day-to-day operations. In addition, it excludes the impact of impairments and other costs that are centrally managed by our corporate function.

 

We determine the composition of the reportable segments based on factors including risks and returns, internal organization, and internal reports reviewed by the CODM. We allocate certain expenses across segments based on reasonable considerations such as production capacities or historical trends.

 

 

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

 

2021

 

Retail

 

Potash

 

Nitrogen

 

Phosphate

 

and Others

 

Eliminations

 

Consolidated

Sales

– third party

17,665  

 

4,021  

 

4,216  

 

1,810  

 

 

 

 

 

27,712  

 

– intersegment

69  

 

386  

 

921  

 

236  

 

 

 

(1,612)

 

 

Sales

– total

17,734  

 

4,407  

 

5,137  

 

2,046  

 

 

 

(1,612)

 

27,712  

Freight, transportation and distribution

 

 

371  

 

448  

 

217  

 

 

 

(185)

 

851  

Net sales

17,734  

 

4,036  

 

4,689  

 

1,829  

 

 

 

(1,427)

 

26,861  

Cost of goods sold

13,134  

 

1,285  

 

2,963  

 

1,408  

 

 

 

(1,338)

 

17,452  

Gross margin

4,600  

 

2,751  

 

1,726  

 

421  

 

 

 

(89)

 

9,409  

Selling expenses

3,124  

 

9  

 

24  

 

6  

 

(21)

 

 

 

3,142  

General and administrative expenses

168  

 

8  

 

15  

 

11  

 

275  

 

 

 

477  

Provincial mining taxes

 

 

466  

 

 

 

 

 

 

 

 

 

466  

Share-based compensation expense

 

 

 

 

 

 

 

 

198  

 

 

 

198  

Impairment of assets (Note 13)

 

 

7  

 

22  

 

4  

 

 

 

 

 

33  

Other expenses (income)

86  

 

22  

 

(64)

 

15  

 

253  

 

 

 

312  

Earnings (loss) before finance costs

   and income taxes

1,222  

 

2,239  

 

1,729  

 

385  

 

(705)

 

(89)

 

4,781  

Depreciation and amortization

706  

 

488  

 

557  

 

151  

 

49  

 

 

 

1,951  

EBITDA 1

1,928  

 

2,727  

 

2,286  

 

536  

 

(656)

 

(89)

 

6,732  

Integration and restructuring related costs

10  

 

 

 

 

 

 

 

33  

 

 

 

43  

Share-based compensation expense

 

 

 

 

 

 

 

 

198  

 

 

 

198  

Impairment of assets (Note 13)

 

 

7  

 

22  

 

4  

 

 

 

 

 

33  

COVID-19 coronavirus pandemic

   ("COVID-19") related expenses

 

 

 

 

 

 

 

 

45  

 

 

 

45  

Foreign exchange loss, net of

   related derivatives

 

 

 

 

 

 

 

 

39  

 

 

 

39  

Cloud computing transition

   adjustment (Note 6)

1  

 

2  

 

 

 

 

 

33  

 

 

 

36  

Adjusted EBITDA

1,939  

 

2,736  

 

2,308  

 

540  

 

(308)

 

(89)

 

7,126  

Assets

22,387  

 

13,148  

 

11,093  

 

1,699  

 

2,266  

 

(639)

 

49,954  

1           EBITDA is calculated as net earnings (loss) before finance costs, income taxes, and depreciation and amortization.

 


Nutrien Annual Report 2021   |   83

In millions of US dollars unless otherwise noted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

 

2020

 

Retail

 

Potash

 

Nitrogen

Phosphate

 

and Others

 

Eliminations

 

Consolidated

Sales

– third party

14,748  

 

2,265  

 

2,572  

 

1,241  

 

82  

1  

 

 

20,908  

 

– intersegment

37  

 

248  

 

628  

 

202  

 

 

 

(1,115)

 

 

Sales

– total

14,785  

 

2,513  

 

3,200  

 

1,443  

 

82  

 

(1,115)

 

20,908  

Freight, transportation and distribution

 

 

367  

 

460  

 

241  

 

 

 

(213)

 

855  

Net sales

14,785  

 

2,146  

 

2,740  

 

1,202  

 

82  

 

(902)

 

20,053  

Cost of goods sold

11,049  

 

1,183  

 

2,265  

 

1,166  

 

74  

 

(923)

 

14,814  

Gross margin

3,736  

 

963  

 

475  

 

36  

 

8  

 

21  

 

5,239  

Selling expenses

2,795  

 

9  

 

27  

 

6  

 

(24)

 

 

 

2,813  

General and administrative expenses

135  

 

7  

 

8  

 

10  

 

269  

 

 

 

429  

Provincial mining taxes

 

 

201  

 

1  

 

 

 

2  

 

 

 

204  

Share-based compensation expense

 

 

 

 

 

 

 

 

69  

 

 

 

69  

Impairment of assets (Note 13)

 

 

23  

 

27  

 

769  

 

5  

 

 

 

824  

Other expenses (income)

44  

 

8  

 

(288)

 

6  

 

228  

 

 

 

(2)

Earnings (loss) before finance costs

   and income taxes

762  

 

715  

 

700  

 

(755)

 

(541)

 

21  

 

902  

Depreciation and amortization

668  

 

452  

 

599  

 

218  

 

52  

 

 

 

1,989  

EBITDA

1,430  

 

1,167  

 

1,299  

 

(537)

 

(489)

 

21  

 

2,891  

Integration and restructuring related costs

 

 

 

 

4  

 

 

 

56  

 

 

 

60  

Share-based compensation expense

 

 

 

 

 

 

 

 

69  

 

 

 

69  

Impairment of assets (Note 13)

 

 

23  

 

27  

 

769  

 

5  

 

 

 

824  

COVID-19 related expenses

 

 

 

 

 

 

 

 

48  

 

 

 

48  

Foreign exchange loss, net of

   related derivatives

 

 

 

 

 

 

 

 

19  

 

 

 

19  

Loss on disposal of business

 

 

 

 

 

 

 

 

6  

 

 

 

6  

Net gain on disposal of investment in

   MOPCO (Note 6)

 

 

 

 

(250)

 

 

 

 

 

 

 

(250)

Adjusted EBITDA

1,430  

 

1,190  

 

1,080  

 

232  

 

(286)

 

21  

 

3,667  

Assets 2

20,526  

 

12,032  

 

10,612  

 

1,462  

 

2,983  

 

(423)

 

47,192  

1 Primarily relates to our non-core Canadian business, which was sold in 2020.

2 In 2021, we reassessed the appropriate segment wherein certain assets related to transportation, distribution and logistics should be categorized. After our evaluation

was complete, we determined the assets should be categorized in the Potash, Nitrogen and Phosphate segments.

 

 

 

Our Retail segment primarily generates revenue from sales of the following:

 

Crop nutrients

Dry and liquid macronutrient products including potash, nitrogen and phosphate, proprietary liquid micronutrient products, and nutrient application services.

Crop protection products

Various third-party supplier and proprietary products designed to maintain crop quality and manage plant diseases, weeds and other pests.

Seed

Various third-party supplier seed brands and proprietary seed product lines.

Merchandise

Fencing, feed supplements, livestock-related animal health products, storage and irrigation equipment, and other products.

Nutrien Financial

Financing solutions provided to Retail branches and customers in support of Nutrien’s agricultural product and service sales.

Services and other revenues

Product application, soil and leaf testing, crop scouting and precision agriculture services, and water services.

 


Nutrien Annual Report 2021   |   84

In millions of US dollars unless otherwise noted

 

 

 

Products

Sales prices impacted by

Potash

  • North American – primarily granular
  • Offshore (international) – primarily granular and standard
  • North American prices referenced at delivered prices (including transportation and distribution costs)
  • International prices pursuant to term and spot contract prices (excluding transportation and distribution costs)

Nitrogen

  • Ammonia, urea, urea ammonium nitrate, industrial grade ammonium nitrate and ammonium sulfate
  • Global energy costs and supply

Phosphate

  • Solid fertilizer, liquid fertilizer, industrial products and feed products
  • Global prices and supplies of ammonia and sulfur

 

 

 

2021

 

2020

Retail sales by product line

 

 

 

Crop nutrients

7,290  

 

5,200  

Crop protection products

6,333  

 

5,602  

Seed

2,008  

 

1,790  

Merchandise

1,033  

 

943  

Nutrien Financial

189  

 

129  

Services and other

1,051  

 

1,241  

Nutrien Financial elimination 1

(170)

 

(120)

 

17,734  

 

14,785  

Potash sales by geography

 

 

 

Manufactured product

 

 

 

North America

2,009  

 

1,275  

Offshore 2

2,398  

 

1,238  

 

4,407  

 

2,513  

Nitrogen sales by product line

 

 

 

Manufactured product

 

 

 

Ammonia

1,556  

 

779  

Urea

1,568  

 

1,040  

Solutions, nitrates and sulfates

1,274  

 

816  

Other nitrogen and purchased products

739  

 

565  

 

5,137  

 

3,200  

Phosphate sales by product line

 

 

 

Manufactured product

 

 

 

Fertilizer

1,250  

 

838  

Industrial and feed

574  

 

454  

Other phosphate and purchased products

222  

 

151  

 

2,046  

 

1,443  

1 Represents elimination for the interest and service fees charged by Nutrien Financial to Retail branches.

2 Relates to Canpotex (Note 28) and includes other revenue representing provisional pricing adjustments of $ 282 (2020 – $ (32) ).

 


Nutrien Annual Report 2021   |   85

In millions of US dollars unless otherwise noted

 

 

 

Sales - Third Party 1

 

Non-Current Assets 2

 

2021

 

2020

 

2021

 

2020

United States

16,009  

 

12,373  

 

15,095  

 

15,268  

Canada

3,094  

 

2,565  

 

17,766  

 

17,435  

Australia

3,591  

 

3,231  

 

1,202  

 

1,305  

Canpotex (Note 28)

2,398  

 

1,238  

 

 

 

 

Trinidad

258  

 

101  

 

638  

 

644  

Brazil

567  

 

284  

 

391  

 

284  

Other

1,795  

3

1,116  

3

340  

 

280  

 

27,712  

 

20,908  

 

35,432  

 

35,216  

1 Sales by location of customers.

2 Excludes financial instruments (other than equity-accounted investees), deferred tax assets and post-employment benefit assets.

3 Other third-party sales primarily relate to Argentina of $ 526 (2020 – $ 372 ), Europe of $ 236 (2020 – $ 183 ) and Others of $ 1,033 (2020 – $ 561 ).

 

 

Canpotex Sales by market (%)

2021

 

2020

Latin America

38  

 

32  

China

11  

 

22  

India

6  

 

14  

Other Asian markets

35  

 

25  

Other markets

10  

 

7  

 

 

 

NOTE 4    NATURE OF EXPENSES

 

 

2021

 

2020

Purchased and produced raw materials and product for resale 1

14,711  

 

12,110  

Depreciation and amortization

1,951  

 

1,989  

Employee costs 2

3,007  

 

2,450  

Freight

1,023  

 

963  

Impairment of assets (Note 13)

33  

 

824  

Provincial mining taxes 3

466  

 

204  

Integration and restructuring related costs

43  

 

60  

Contract services

590  

 

617  

Lease expense 4

81  

 

60  

Fleet fuel, repairs and maintenance

302  

 

222  

COVID-19 related expenses (Note 6)

45  

 

48  

Cloud computing transition adjustment (Note 6)

36  

 

 

Net gain on disposal of investment in MOPCO (Note 6)

 

 

(250)

Other

643  

 

709  

Total cost of goods sold and expenses

22,931  

 

20,006  

1   Significant expenses include: supplies, energy, fuel, purchases of raw material (natural gas – feedstock, sulfur, ammonia and reagents) and product for resale (crop nutrients and protection products, and seed).

2   Includes salaries and wages, employee benefits, and share-based compensation.

3   Includes Saskatchewan potash production tax, and Saskatchewan resource surcharge of $ 341 and $ 125 (2020 – $ 86 and $ 118 ), respectively, as required under Saskatchewan provincial legislation.

4   Includes lease expense relating to short-term leases, leases of low value and variable lease payments.

 

 

 


Nutrien Annual Report 2021   |   86

In millions of US dollars unless otherwise noted

 

  NOTE 5    SHARE-BASED COMPENSATION

 

We have share-based compensation plans for eligible employees and directors as part of their remuneration package, including Stock Options, Performance Share Units (“PSUs”), Restricted Share Units (“RSUs”) and Deferred Share Units (“DSUs”).

 

Plans

 

Eligibility

 

Granted

 

Vesting Period

 

Maximum Term

 

Settlement

Stock Options

 

Officers and eligible employees

 

Annually

 

25 percent per year over four years

 

10 years

 

Shares 1

PSUs

 

Officers and eligible employees

 

Annually

 

On third anniversary of grant date based on total shareholder return over a three-year performance cycle, compared to average total shareholder return of a peer group of companies over the same period

 

Not applicable

 

Cash

RSUs

 

Eligible employees

 

Annually

 

On third anniversary of grant date and not subject to performance conditions

 

Not applicable

 

Cash

DSUs

 

Non-executive directors

 

At the discretion of the Board of Directors

 

Fully vest upon grant

 

Not applicable

 

Cash 2

Stock Appreciation Rights ("SARs") / Tandem Stock Appreciation Rights ("TSARs") 3

 

Awards no longer granted; legacy awards only

 

Awards no longer granted; legacy awards only

 

25 percent per year over four years

 

10 years

 

Cash

1   Stock options may also be settled by cash settlement or, if approved by the Company, by a broker-assisted "cashless exercise" arrangement or a “net exercise” arrangement.

2   Directors can redeem their DSUs for cash only when they leave the Board of Directors for an amount equal to the market value of the common shares at the time of redemption or as mandated by the Nutrien DSU Plan.

3   Holders of TSARs have the ability to choose between (a) receiving in cash the price of our shares on the date of exercise in excess of the exercise price of the right or (b) receiving common shares by paying the exercise price of the right. Our past experience and future expectation is that substantially all TSAR holders will elect to choose the first option.

 

 

The weighted average fair value of stock options granted was estimated as of the date of the grant using the Black-Scholes-Merton option-pricing model. The weighted average grant date fair value of stock options per unit granted in 2021 was $ 11.77 (2020 – $ 7.18 ). The weighted average assumptions by year of grant that impacted current year results are as follows:

 

 

 

 

Year of Grant

Assumptions

Based On

2021

 

2020

Exercise price per option

Quoted market closing price of common shares on the last trading day immediately preceding the date of the grant

56.64  

 

42.23  

Expected annual dividend yield (%)

Annualized dividend rate as of the date of the grant

3.22  

 

4.36  

Expected volatility (%)

Historical volatility of Nutrien's shares over a period commensurate with the expected life of the grant

29  

 

29  

Risk-free interest rate (%)

Zero-coupon government issues implied yield available on equivalent remaining term at the time of the grant

1.11  

 

1.51  

Average expected life of options (years)

Historical experience

8.5  

 

8.5  

 

 


Nutrien Annual Report 2021   |   87

In millions of US dollars unless otherwise noted

 

 

 

Number of Shares Subject to Option

 

Weighted Average Exercise Price

 

2021

 

2020

 

2021

 

2020

Outstanding – beginning of year

10,997,892  

 

9,191,480  

 

53.59  

 

56.88  

Granted

1,518,490  

 

2,293,802  

 

56.62  

 

42.23  

Exercised

(4,336,682)

 

(123,403)

 

45.24  

 

42.24  

Forfeited or cancelled

(375,005)

 

(34,506)

 

50.34  

 

57.45  

Expired

(1,059,975)

 

(329,481)

 

85.66  

 

75.92  

Outstanding – end of year

6,744,720  

 

10,997,892  

 

54.87  

 

53.59  

 

The aggregate grant date fair value of all stock options granted in 2021 was $ 18 . The average share price in 2021 was $ 61.26 per share.

 

The following table summarizes information about our stock options outstanding as at December 31, 2021, with expiry dates ranging from May 2022 to February 2031:

 

 

Options Outstanding

 

Options Exercisable

 

 

 

Weighted

 

Weighted

 

 

 

Weighted

 

 

 

Average

 

Average

 

 

 

Average

 

 

 

Remaining

 

Exercise

 

 

 

Exercise

Range of Exercise Prices

Number

 

Life in Years

 

Price

 

Number

 

Price

$37.84 to $41.77

564,087  

 

4  

 

39.01  

 

564,087  

 

39.01  

$41.78 to $43.36

1,559,353  

 

7  

 

42.23  

 

142,206  

 

42.23  

$43.37 to $50.22

1,049,233  

 

5  

 

45.40  

 

820,061  

 

45.65  

$50.23 to $55.08

1,178,225  

 

5  

 

53.11  

 

671,391  

 

52.78  

$55.09 to $67.05

1,295,328  

 

8  

 

55.62  

 

 

  1

 

$67.06 to $109.45

1,098,494  

 

2  

 

89.85  

 

1,098,494  

 

89.85  

 

6,744,720  

 

5  

 

54.87  

 

3,296,239  

 

60.55  

1 Options granted in this range of exercise prices have not yet met the vesting period.

 

 

 

Units Granted

 

Units Outstanding

 

Compensation Expense

 

in 2021

 

as at December 31, 2021

 

2021

 

2020

Stock Options

1,518,490  

 

6,744,720  

 

14  

 

14  

PSUs

757,212  

 

2,174,490  

 

104  

 

31  

RSUs

537,867  

 

1,447,292  

 

47  

 

22  

DSUs

27,478  

 

373,779  

 

12  

 

2  

SARs/TSARs

 

 

504,217  

 

21  

 

 

 

 

 

 

 

198  

 

69  

 


Nutrien Annual Report 2021   |   88

In millions of US dollars unless otherwise noted

 

  NOTE 6    OTHER EXPENSES (INCOME)

 

 

2021

 

2020

Integration and restructuring related costs

43  

 

60  

Foreign exchange loss, net of related derivatives

42  

 

18  

Earnings of equity-accounted investees

(89)

 

(73)

Bad debt expense

26  

 

6  

COVID-19 related expenses (Note 30)

45  

 

48  

Cloud computing transition adjustment

36  

 

 

Loss on disposal of business

 

 

6  

Net gain on disposal of investment in MOPCO

 

 

(250)

Other expenses

209  

 

183  

 

312  

 

(2)

 

In 2021, the IFRS Interpretations Committee published a final agenda decision that clarified how to recognize certain configuration and customization expenditures related to cloud computing with retrospective application. Costs that do not meet the capitalization criteria should be expensed as incurred. We changed our accounting policy to align with the interpretation and previously capitalized costs that no longer qualify for capitalization were expensed in the current period since they were not material.

 

In 2020, as a result of a strategic decision, we disposed our equity-accounted investment in MOPCO, a nitrogen producer based in Egypt. We received cash consideration of $ 540 for the disposal of the investment and settlement of legal claims that resulted in a gain of $ 250 .

 

  NOTE 7    FINANCE COSTS

 

 

2021

 

2020

Interest expense

 

 

 

Short-term debt

60  

 

50  

Long-term debt

415  

 

392  

Lease liabilities (Note 19)

33  

 

34  

COVID-19 related

 

 

19  

Loss on early extinguishment of debt (Note 18)

142  

 

 

Unwinding of discount on asset retirement obligations (Note 22)

(9)

 

33  

Interest on net defined benefit pension and other post-retirement plan obligations (Note 21)

9  

 

13  

Borrowing costs capitalized to property, plant and equipment

(29)

 

(20)

Interest income

(8)

 

(1)

 

613  

 

520  

 

Borrowing costs capitalized to property, plant and equipment in 2021 were calculated by applying an average capitalization rate of 4.1 percent (2020 – 3.9 percent) to expenditures on qualifying assets.

 


Nutrien Annual Report 2021   |   89

In millions of US dollars unless otherwise noted

 

  NOTE 8    INCOME TAXES

 

Income Taxes Included in Net Earnings

 

We operate in a specialized industry and in several tax jurisdictions; as a result, our earnings are subject to various rates of taxation.

 

 

2021

 

2020

Current income tax

 

 

 

Tax expense (recovery) for current year

1,033  

 

(38)

Adjustments in respect of prior years

(13)

 

(30)

Total current income tax expense (recovery)

1,020  

 

(68)

Deferred income tax

 

 

 

Origination and reversal of temporary differences

(30)

 

72  

Adjustments in respect of prior years

6  

 

(58)

Change in recognition of tax losses and deductible temporary differences

(6)

 

(20)

Impact of tax rate changes

(1)

 

(3)

Total deferred income tax recovery

(31)

 

(9)

Income tax expense (recovery) included in net earnings

989  

 

(77)

 

 

The provision for income taxes differs from the amount that would have resulted from applying the Canadian statutory income tax rates to earnings (loss) before income taxes as follows:

 

 

2021

 

2020

Earnings (loss) before income taxes

 

 

 

Canada

1,884  

 

525  

United States

1,319  

 

(506)

Trinidad

256  

 

(44)

Australia

204  

 

83  

Other

505  

 

324  

 

4,168  

 

382  

Canadian federal and provincial statutory income tax rate (%)

27  

 

27  

Income tax at statutory rates

1,125  

 

103  

Adjusted for the effect of:

 

 

 

Impact of foreign tax rates

(98)

 

(18)

Production-related deductions

(24)

 

(12)

Non-taxable income

(18)

 

(59)

Change in recognition of tax losses and deductible temporary differences

(6)

 

(20)

Recovery of prior year taxes due to US legislative changes

(4)

 

(94)

Non-deductible expenses

12  

 

13  

Foreign accrual property income

2  

 

7  

Other

 

 

3  

Income tax expense (recovery) included in net earnings

989  

 

(77)

 

 


Nutrien Annual Report 2021   |   90

In millions of US dollars unless otherwise noted

 

Deferred Income Taxes

 

In respect of each type of temporary difference, unused tax loss and unused tax credit, the amounts of deferred tax assets and liabilities recognized in the consolidated balance sheets as at December 31 and the amount of the deferred tax (recovery) expense   recognized in net earnings were:

 

 

 

 

 

 

Deferred Income Tax (Recovery)

 

Deferred Income Tax (Assets)

 

Expense Recognized

 

Liabilities

 

in Net Earnings

 

2021

 

2020

 

2021

 

2020

Deferred income tax assets

 

 

 

 

 

 

 

Asset retirement obligations and accrued environmental costs

(354)

 

(376)

 

21  

 

20  

Tax loss and other carryforwards

(297)

 

(370)

 

75  

 

(98)

Pension and other post-retirement benefit liabilities

(178)

 

(161)

 

(45)

 

(12)

Lease liabilities

(151)

 

(201)

 

47  

 

26  

Long-term debt

(140)

 

(102)

 

(39)

 

3  

Inventories

(126)

 

(37)

 

(90)

 

20  

Receivables

(44)

 

(50)

 

6  

 

2  

Payables and accrued charges

(14)

 

 

 

(14)

 

25  

Other assets

(1)

 

(12)

 

11  

 

17  

Deferred income tax liabilities

 

 

 

 

 

 

 

Property, plant and equipment

3,765  

 

3,637  

 

132  

 

(12)

Goodwill and other intangible assets

404  

 

471  

 

(64)

 

(67)

Payables and accrued charges

 

 

72  

 

(72)

 

72  

Other liabilities

39  

 

36  

 

1  

 

(5)

 

2,903  

 

2,907  

 

( 31 )

 

(9)

 

Reconciliation of net deferred income tax liabilities:

 

 

2021

 

2020

Balance – beginning of year

2,907  

 

2,896  

Income tax recovery recognized in net earnings

(31)

 

(9)

Income tax charge recognized in other comprehensive income ("OCI")

30  

 

17  

Other

(3)

 

3  

Balance – end of year

2,903  

 

2,907  

 

Amounts and expiry dates of unused tax losses and unused tax credits as at December 31, 2021, were:

 

 

Amount

 

Expiry Date

Unused federal operating losses

1,206  

 

2022 – Indefinite

Unused federal capital losses

589  

 

Indefinite

Unused investment tax credits

22  

 

2022 – 2040

 

The unused tax losses and credits with no expiry dates can be carried forward indefinitely.

 


Nutrien Annual Report 2021   |   91

In millions of US dollars unless otherwise noted

 

 

As at December 31, 2021, we had $ 742 of federal tax losses for which we did not recognize deferred tax assets.

 

We have determined that it is probable that all recognized deferred tax assets will be realized through a combination of future reversals of temporary differences and taxable income.

 

We did not recognize deferred tax liabilities related to temporary differences associated with investments in subsidiaries and equity-accounted investees amounting to $ 10,241 as at December 31, 2021 (2020 – $ 8,911 ).

 

In 2021, previously unrecognized operating losses were recognized due to a revised estimate of future taxable profits resulting in an increase in deferred tax assets of $ 6 . In 2020, previously unrecognized capital losses were utilized primarily as a result of the net gain on disposal of investment in MOPCO. In addition, as a result of the non-cash impairment of assets relating to our property, plant and equipment at White Springs, management revised its estimate of future taxable profits and derecognized deferred tax assets related to Florida tax losses and deductible temporary differences. In aggregate, the net decrease in unrecognized deferred tax assets in 2020 was $ 20 .

 

  NOTE 9    NET EARNINGS PER SHARE

 

 

2021

 

2020

Weighted average number of common shares

569,664,000  

 

569,657,000  

Dilutive effect of stock options

1,625,000  

 

29,000  

Weighted average number of diluted common shares

571,289,000  

 

569,686,000  

 

Options excluded from the calculation of diluted net earnings per share due to the option exercise prices being greater than the average market price of common shares were as follows:

 

 

2021

 

2020

Number of options excluded

2,393,822

 

9,875,797  

Performance option plan years fully excluded 1  

2012 - 2015

 

2011 – 2017

Stock option plan years fully excluded

2021

 

2015, 2017 – 2020

1 Previously granted under a legacy long-term incentive plan.

 

 

 

 


Nutrien Annual Report 2021   |   92

In millions of US dollars unless otherwise noted

 

  NOTE 10    FINANCIAL INSTRUMENTS AND RELATED RISK MANAGEMENT

 

Our ELT, along with the Board of Directors (including Board of Directors committees), is responsible for monitoring our risk exposures and managing our policies to address these risks. Our strategic and risk management processes are integrated to ensure we understand the benefit from the relationship between strategy, risk and value creation. Outlined below are our risk management strategies we have developed to mitigate the financial market risks that we are exposed to.

 

Credit Risk

Risk Management Strategies

Receivables from customers

  • establish credit approval policies and procedures for new and existing customers
  • extend credit to qualified customers through:
  • review of credit agency reports, financial statements and/or credit references, as available
  • review of existing customer accounts every 12 to 24 months based on the credit limit amounts
  • evaluation of customer and country risk for international customers
  • establish credit period:
  • 15 and 30 days for wholesale fertilizer customers
  • 30 days for industrial and feed customers
  • 30 to 360 days for Retail customers, including Nutrien Financial
  • up to 180 days for select export sales customers, including Canpotex
  • transact on a cash basis with certain customers who may not meet specified benchmark creditworthiness or cannot provide other evidence of ability to pay
  • execute agency arrangements with financial institutions or other partners with which we have only a limited recourse involvement
  • sell receivables to financial institutions which substantially transfer the risks and rewards  
  • set eligibility requirements for Nutrien Financial to limit the risk of the receivables
  • may require security over certain crop or livestock inventories
  • set up provision using the lifetime expected credit loss method considering all possible default events over the expected life of a financial instrument. Receivables are grouped based on days past due and/or customer credit risk profile. Estimated losses on receivables are based on known troubled accounts and historical experience of losses incurred. Receivables are considered to be in default and are written off against the allowance when it is probable that all remaining contractual payments due will not be collected in accordance with the terms of the agreement.  

Cash and cash equivalents and other receivables

  • require acceptable minimum counterparty credit ratings
  • limit counterparty or credit exposure
  • select counterparties with investment-grade quality

 

 

DOC_IMG00007

DOC_IMG00008

DOC_IMG00009

 


Nutrien Annual Report 2021   |   93

In millions of US dollars unless otherwise noted

 

Maximum exposure to credit risk as at December 31:

 

 

2021

 

2020

Cash and cash equivalents

499  

 

1,454  

Receivables (excluding income tax receivable)

5,143  

 

3,543  

 

5,642  

 

4,997  

 

 

 

Risk

Risk Management Strategies

Liquidity

  • establish an external borrowing policy to maintain sufficient liquid financial resources to fund our operations and meet our commitments and obligations in a cost-effective manner
  • maintain an optimal capital structure
  • maintain investment-grade credit ratings that provide ease of access to the debt capital and commercial paper markets
  • maintain sufficient short-term credit availability
  • uphold long-term relationships with a sufficient number of high-quality and diverse lenders

Refer to Note 17 for our available credit facilities.

 

The following maturity analysis of our financial liabilities and gross settled derivative contracts (for which the cash flows are settled simultaneously) is based on the expected undiscounted contractual cash flows from the date of the consolidated balance sheets to the contractual maturity date.

 

Carrying   Amount

 

Contractual

 

 

 

 

 

 

 

 

 

of Liability as at

 

Cash

 

Within

 

1 to 3

 

3 to 5

 

Over 5

2021

December 31

 

Flows

 

1 Year

 

Years

 

Years

 

Years

Short-term debt 1

1,560  

 

1,560  

 

1,560  

 

 

 

 

 

 

Payables and accrued charges 2

8,861  

 

8,861  

 

8,861  

 

 

 

 

 

 

Long-term debt, including current portion 1

8,066  

 

13,071  

 

890  

 

1,163  

 

1,678  

 

9,340  

Lease liabilities, including current portion 1

1,220  

 

1,375  

 

313  

 

423  

 

227  

 

412  

Derivatives

20  

 

20  

 

20  

 

 

 

 

 

 

 

19,727  

 

24,887  

 

11,644  

 

1,586  

 

1,905  

 

9,752  

1   Contractual cash flows include contractual interest payments related to debt obligations and lease liabilities. Interest rates on debt with variable rates are based on the prevailing rates as at December 31, 2021.

2   Excludes non-financial liabilities and includes payables of approximately $ 1.7 billion related to our prepaid inventory to secure product discounts. We consider these payables to be part of our working capital. For these payables, we participated in arrangements where the vendors sold their right to receive payment to financial institutions without extending the original payment terms. These payables were paid in January 2022.

 

 

Foreign Exchange Risk

Risk Management Strategies

Foreign currency denominated accounts

  • execute foreign currency derivative contracts within certain prescribed limits for both forecast operating and capital expenditures to manage the earnings impact, including those related to our equity-accounted investees, that could occur from a reasonably possible strengthening or weakening of the US dollar

 


Nutrien Annual Report 2021   |   94

In millions of US dollars unless otherwise noted

 

The fair value of our net foreign exchange currency derivative assets (liabilities) at December 31, 2021 was $ 1 (2020 – $ 14 ). The following table presents the significant foreign currency derivatives that existed at December 31:

 

 

2021

 

2020

 

 

 

 

 

Average

 

 

 

 

 

Average

 

 

 

 

 

contract

 

 

 

 

 

contract

Sell/buy

Notional

 

Maturities

 

rate

 

Notional

 

Maturities

 

rate

Derivatives not designated as hedges

 

 

 

 

 

 

Forwards

 

 

 

 

 

 

 

 

 

 

 

USD/CAD 1

522  

 

2022

 

1.2799  

 

514  

 

2021

 

1.2796  

CAD/USD

 

 

2022

 

 

 

126  

 

2021

 

1.2804  

USD/AUD 2

19  

 

2022

 

1.3841  

 

28  

 

2021

 

1.3661  

AUD/USD

113  

 

2022

 

1.3860  

 

92  

 

2021

 

1.3640  

BRL 3 /USD

135  

 

2022

 

5.4519  

 

31  

 

2021

 

4.2879  

Options

 

 

 

 

 

 

 

 

 

 

 

USD/CAD - buy USD puts

20  

 

2022

 

1.2500  

 

70  

 

2021

 

1.3147  

USD/CAD - sell USD calls

20  

 

2022

 

1.2600  

 

55  

 

2021

 

1.3665  

AUD/USD - buy USD calls

71  

 

2022

 

1.4060  

 

61  

 

2021

 

1.3216  

AUD/USD - sell USD puts

72  

 

2022

 

1.3797  

 

 

 

 

 

 

Derivatives designated as hedges

 

 

 

 

 

 

Forwards

 

 

 

 

 

 

 

 

 

 

 

USD/CAD

343  

 

2022

 

1.2547  

 

254  

 

2021

 

1.3190  

1   Canadian dollars

2   Australian dollars

3   Brazilian real

 

 

Market Risks

Type

Risk Management Strategies

 

Interest rate

Short-term and long-term debt

  • use a portfolio of fixed and floating rate instruments
  • align current and long-term assets with demand and fixed-term debt
  • monitor the effects of market changes in interest rates
  • use interest rate swaps, if desired

We do not believe we have material exposure to interest or price risk on our financial instruments as at December 31, 2021 and 2020.

Price

Natural gas derivative instruments

  • diversify our forecast gas volume requirements, including a portion of annual requirements purchased at spot market prices, a portion at fixed prices (up to 10 years) and a portion indexed to the market price of ammonia
  • acquire a reliable supply of natural gas feedstock and fuel on a location-adjusted, cost-competitive basis

Price

Investment at fair value

  • ensure the security of principal amounts invested
  • provide for an adequate degree of liquidity
  • achieve a satisfactory return

 

In 2020, we entered into cash flow hedges on our interest rate derivative contracts that matured in the same year and had a total notional amount of $ 680 .

 


Nutrien Annual Report 2021   |   95

In millions of US dollars unless otherwise noted

 

Fair Value

 

Financial instruments included in the consolidated balance sheets are measured either at fair value or amortized cost. The following tables explain the valuation methods used to determine the fair value of each financial instrument and its associated level in the fair value hierarchy.

 

Financial Instruments at Fair Value

Fair Value Method

Cash and cash equivalents

Carrying amount (approximation to fair value assumed due to short-term nature)

Equity securities

Closing bid price of the common shares as at the balance sheet date

Debt securities

Closing bid price of the debt or other instruments with similar terms and credit risk (Level 2) as at the balance sheet date

Foreign currency derivatives not traded in an active market

Quoted forward exchange rates (Level 2) as at the balance sheet date

Foreign exchange forward contracts, swaps and options and natural gas swaps not traded in an active market

Based on a discounted cash flow model.   Inputs included contractual cash flows based on prices for natural gas futures contracts, fixed prices and notional volumes specified by the swap contracts, the time value of money, liquidity risk, our own credit risk (related to instruments in a liability position) and counterparty credit risk (related to instruments in an asset position). Futures contract prices used as inputs in the model were supported by prices quoted in an active market and therefore categorized in Level 2.

 

Financial Instruments at Amortized Cost

Fair Value Method

Receivables, short-term debt and payables and accrued charges

Carrying amount (approximation to fair value assumed due to short-term nature)

Long-term debt

Quoted market prices (Level 1 or 2 depending on the market liquidity of the debt)

Other long-term debt instruments

Carrying amount

 

The following table presents our fair value hierarchy for financial instruments carried at fair value on a recurring basis or measured at amortized cost and require fair value disclosure:

 

 

2021

 

2020

 

Carrying

 

 

 

 

 

 

 

Carrying

 

 

 

 

Financial assets (liabilities) measured at

Amount

 

Level 1

 

Level 2

 

Level 3

 

Amount

 

Level 1

 

Level 2

Fair value on a recurring basis 1

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

499  

 

 

 

499  

 

 

 

1,454  

 

 

 

1,454  

Derivative instrument assets

19  

 

 

 

19  

 

 

 

45  

 

 

 

45  

Other current financial assets

      – marketable securities 2

134  

 

19  

 

115  

 

 

 

161  

 

24  

 

137  

Investments at fair value through other

   comprehensive income ("FVTOCI")

   (Note 15)

244  

 

234  

 

 

 

10  

 

153  

 

153  

 

 

Derivative instrument liabilities

(20)

 

 

 

(20)

 

 

 

(48)

 

 

 

(48)

Amortized cost

 

 

 

 

 

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes and debentures

(500)

 

(506)

 

 

 

 

 

 

 

 

 

 

Fixed and floating rate debt

(45)

 

 

 

(45)

 

 

 

(14)

 

 

 

(14)

Long-term debt

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes and debentures

(7,424)

 

(4,021)

 

(4,709)

 

 

 

(9,994)

 

(3,801)

 

(7,955)

Fixed and floating rate debt

(97)

 

 

 

(97)

 

 

 

(53)

 

 

 

(53)

1   During 2021 and 2020, there were no transfers between levelling for financial instruments measured at fair value on a recurring basis. Our policy is to recognize transfers at the end of the reporting period.

2   Marketable securities consist of equity and fixed income securities.

 

 


Nutrien Annual Report 2021   |   96

In millions of US dollars unless otherwise noted

 

  NOTE 11    RECEIVABLES

 

 

 

Segment

2021

 

2020

Receivables from customers

 

 

 

 

Third parties

Retail (Nutrien Financial) 1

2,178  

 

1,417  

 

 

Retail

977  

 

1,158  

 

 

Potash, Nitrogen, Phosphate

804  

 

391  

Related party - Canpotex

Potash (Note 28)

828  

 

122  

Less allowance for expected credit losses of

   receivables from customers

 

(82)

 

(69)

 

 

 

4,705  

 

3,019  

Rebates

222  

 

256  

Income taxes (Note 8)

223  

 

83  

Other receivables

216  

 

268  

 

 

 

5,366  

 

3,626  

1   Includes $ 1,792 of very low risk of default and $ 386 of low risk of default (2020 - $ 1,147 of very low risk of default and $ 270 of low risk of default).

 

Qualifying receivables from customers financed by Nutrien Financial represents high-quality receivables from customers that have been rated very low to low risk of default among Retail’s receivables from customers.

 

Customer credit with a financial institution of $ 405 at December 31, 2021, related to our agency agreement, is not recognized in our consolidated balance sheets. Through the agency agreement, we only have a limited recourse involvement to the extent of an indemnification of the financial institution to a maximum of 5 percent (2020 – 5 percent) of the qualified customer loans. Historical indemnification losses on this arrangement have been negligible, and the average aging of the customer loans with the financial institution is current.

 


Nutrien Annual Report 2021   |   97

In millions of US dollars unless otherwise noted

 

  NOTE 12    INVENTORIES

 

 

2021

 

2020

Product purchased for resale

4,889  

 

3,655  

Finished products

410  

 

384  

Intermediate products

206  

 

227  

Raw materials

337  

 

215  

Materials and supplies

486  

 

449  

 

6,328  

 

4,930  

 

 

 

Inventories expensed to cost of goods sold during the year were $ 17,243 (2020 – $ 14,347 ).

DOC_IMG00010

 

 

  NOTE 13    PROPERTY, PLANT AND EQUIPMENT

 

The majority of our tangible assets are buildings, machinery and equipment used to produce or distribute our products and render our services. Right-of-use (“ROU”) assets primarily include railcars, marine vessels, real estate and mobile equipment.

 

DOC_IMG00011

 


Nutrien Annual Report 2021   |   98

In millions of US dollars unless otherwise noted

 

 

 

 

 

 

 

Machinery

 

Mine

 

 

 

 

 

Land and

 

Buildings and

 

and

Development

Assets Under

 

 

Improvements

Improvements

 

Equipment

 

Costs

 

Construction

 

Total

Useful life range (years)

4 – 85

 

1 – 65

 

1 – 80

 

1 – 60

 

n/a

 

 

Carrying amount – December 31, 2020

1,090  

 

6,305  

 

10,336  

 

723  

 

1,206  

 

19,660  

Acquisitions (Note 25)

2  

 

3  

 

5  

 

 

 

 

 

10  

Additions

7  

 

18  

 

97  

 

 

 

1,646  

 

1,768  

Additions – ROU assets

 

 

140  

 

238  

 

 

 

 

 

378  

Disposals

(29)

 

(21)

 

(35)

 

 

 

(1)

 

(86)

Transfers

38  

 

142  

 

874  

 

145  

 

(1,199)

 

 

Foreign currency translation and other

2  

 

(34)

 

(41)

 

55  

 

(83)

 

(101)

Depreciation

(35)

 

(191)

 

(991)

 

(70)

 

 

 

(1,287)

Depreciation – ROU assets

(2)

 

(57)

 

(248)

 

 

 

 

 

(307)

Impairment

 

 

 

 

(14)

 

 

 

(5)

 

(19)

Carrying amount – December 31, 2021

1,073  

 

6,305  

 

10,221  

 

853  

 

1,564  

 

20,016  

Balance – December 31, 2021 comprised of:

 

 

 

 

 

 

 

 

 

 

Cost

1,547  

 

8,584  

 

20,627  

 

2,496  

 

1,564  

 

34,818  

Accumulated depreciation and

 

 

 

 

 

 

 

 

 

 

 

impairments

(474)

 

(2,279)

 

(10,406)

 

(1,643)

 

 

 

(14,802)

Carrying amount – December 31, 2021

1,073  

 

6,305  

 

10,221  

 

853  

 

1,564  

 

20,016  

Balance – December 31, 2021 comprised of:

 

 

 

 

 

 

 

 

 

 

Owned property, plant and equipment

1,044  

 

5,930  

 

9,517  

 

853  

 

1,564  

 

18,908  

ROU assets

29  

 

375  

 

704  

 

 

 

 

 

1,108  

Carrying amount – December 31, 2021

1,073  

 

6,305  

 

10,221  

 

853  

 

1,564  

 

20,016  

Carrying amount – December 31, 2019

1,160  

 

6,409  

 

10,641  

 

747  

 

1,378  

 

20,335  

Acquisitions (Note 25)

8  

 

27  

 

42  

 

 

 

 

 

77  

Additions

25  

 

91  

 

224  

 

1  

 

1,077  

 

1,418  

Additions – ROU assets

 

 

24  

 

299  

 

 

 

 

 

323  

Disposals

(5)

 

(9)

 

(34)

 

 

 

 

 

(48)

Transfers

46  

 

58  

 

923  

 

164  

 

(1,191)

 

 

Foreign currency translation and other

(15)

 

 

 

30  

 

30  

 

(10)

 

35  

Depreciation

(39)

 

(198)

 

(1,060)

 

(82)

 

 

 

(1,379)

Depreciation – ROU assets

(2)

 

(55)

 

(222)

 

 

 

 

 

(279)

Impairment

(88)

 

(42)

 

(507)

 

(137)

 

(48)

 

(822)

Carrying amount – December 31, 2020

1,090  

 

6,305  

 

10,336  

 

723  

 

1,206  

 

19,660  

Balance – December 31, 2020 comprised of:

 

 

 

 

 

 

 

 

 

 

Cost

1,530  

 

8,377  

 

19,730  

 

2,279  

 

1,206  

 

33,122  

Accumulated depreciation and

 

 

 

 

 

 

 

 

 

 

 

impairments

(440)

 

(2,072)

 

(9,394)

 

(1,556)

 

 

 

(13,462)

Carrying amount – December 31, 2020

1,090  

 

6,305  

 

10,336  

 

723  

 

1,206  

 

19,660  

Balance – December 31, 2020 comprised of:

 

 

 

 

 

 

 

 

 

 

Owned property, plant and equipment

1,061  

 

5,986  

 

9,665  

 

723  

 

1,206  

 

18,641  

ROU assets

29  

 

319  

 

671  

 

 

 

 

 

1,019  

Carrying amount – December 31, 2020

1,090  

 

6,305  

 

10,336  

 

723  

 

1,206  

 

19,660  

 


Nutrien Annual Report 2021   |   99

In millions of US dollars unless otherwise noted

 

 

Depreciation of property, plant and equipment was included in the following:

 

 

2021

 

2020

Freight, transportation and distribution

133  

 

138  

Cost of goods sold

1,052  

 

1,111  

Selling expenses

416  

 

393  

General and administrative expenses

36  

 

56  

Depreciation recorded in earnings

1,637  

 

1,698  

Depreciation recorded in inventory

112  

 

132  

 

Impairment

 

In 2020, we recorded the following impairments:

 

Cash-generating units ("CGUs")

 

Aurora

 

White Springs

Segment

 

Phosphate

Impairment indicator

 

Lower long-term forecasted global phosphate prices

Pre-tax impairment loss ($)

 

545  

 

215  

Pre-tax recoverable amount ($)

 

n/a

 

160  

Post-tax recoverable amount ($)

 

995  

 

n/a

Valuation technique

 

Fair value less costs of disposal ("FVLCD") a Level 3 measurement

 

Value in use ("VIU")

Key assumptions

 

 

 

 

End of mine life (proven and probable reserves) (year)

 

2050

 

2029

Pre-tax discount rate (%)

 

n/a

 

16.0  

Post-tax discount rate (%)

 

10.5  

 

12.0  

 

For our Aurora CGU, the recoverable amount was based on after-tax discounted cash flows (using a five-year projection and a terminal year thereafter to the expected mine life), which incorporated assumptions an independent market participant would apply. For our White Springs CGU, the recoverable amount was based on pre-tax discounted cash flows until the end of the mine life. There were no reversals of impairment in 2021.

 


Nutrien Annual Report 2021   |   100

In millions of US dollars unless otherwise noted

 

  NOTE 14    GOODWILL AND OTHER INTANGIBLE ASSETS

 

 

 

 

Other Intangibles

 

 

 

Customer

 

 

 

Trade

 

 

 

 

 

Goodwill

 

Relationships 2

 

Technology

 

Names

 

Other

 

Total

Useful life range (years)

n/a

 

5 – 15

 

2 – 24

 

1 – 20 ³

 

1 – 30

 

 

Carrying amount – December 31, 2020

12,198  

 

1,515  

 

437  

 

75  

 

361  

 

2,388  

Acquisitions (Note 25)

77  

 

16  

 

 

 

 

 

 

 

16  

Additions – internally developed

 

 

 

 

118  

 

19  

 

9  

 

146  

Foreign currency translation and other

(49)

 

(15)

 

143  

 

(3)

 

13  

 

138  

Disposals

(6)

 

 

 

 

 

 

 

 

 

 

Cloud computing transition adjustment (Note 6)

 

 

 

 

(34)

 

 

 

 

 

(34)

Amortization 1

 

 

(166)

 

(69)

 

(11)

 

(68)

 

(314)

Carrying amount – December 31, 2021

12,220  

 

1,350  

 

595  

 

80  

 

315  

 

2,340  

Balance – December 31, 2021 comprised of:

 

 

 

 

 

 

 

 

 

 

Cost

12,227  

 

1,961  

 

808  

 

127  

 

619  

 

3,515  

Accumulated amortization and impairment

(7)

 

(611)

 

(213)

 

(47)

 

(304)

 

(1,175)

Carrying amount – December 31, 2021

12,220  

 

1,350  

 

595  

 

80  

 

315  

 

2,340  

Carrying amount – December 31, 2019

11,986  

 

1,584  

 

351  

 

62  

 

431  

 

2,428  

Acquisitions (Note 25)

167  

 

74  

 

2  

 

8  

 

6  

 

90  

Additions – internally developed

 

 

 

 

106  

 

 

 

16  

 

122  

Foreign currency translation and other

45  

 

22  

 

20  

 

14  

 

(22)

 

34  

Disposals

 

 

 

 

(3)

 

 

 

 

 

(3)

Amortization 1

 

 

(165)

 

(39)

 

(9)

 

(70)

 

(283)

Carrying amount – December 31, 2020

12,198  

 

1,515  

 

437  

 

75  

 

361  

 

2,388  

Balance – December 31, 2020 comprised of:

 

 

 

 

 

 

 

 

 

 

Cost

12,205  

 

1,971  

 

544  

 

111  

 

597  

 

3,223  

Accumulated amortization and impairment

(7)

 

(456)

 

(107)

 

(36)

 

(236)

 

(835)

Carrying amount – December 31, 2020

12,198  

 

1,515  

 

437  

 

75  

 

361  

 

2,388  

1   Amortization of $ 260 was included in selling expenses during the year ended December 31, 2021 (2020 – $ 254 ).

2   The average remaining amortization period of customer relationships as at December 31, 2021, was approximately 5 years.

3   Certain trade names have indefinite useful lives as there are no regulatory, legal, contractual, cooperative, economic or other factors that limit their useful lives.

 

 


Nutrien Annual Report 2021   |   101

In millions of US dollars unless otherwise noted

 

 

Goodwill Impairment Testing

 

DOC_IMG00012

We performed our annual impairment test on goodwill and did not identify any impairment; however, the recoverable amount for Retail – North America did not substantially exceed its carrying amount. In testing for impairment of goodwill, we calculate the recoverable amount for a CGU or groups of CGUs containing goodwill. We used the FVLCD methodology based on after-tax discounted cash flows (five-year projections and a terminal year thereafter) and incorporated assumptions an independent market participant would apply including considerations related to climate-change initiatives. We adjusted discount rates for each CGU or group of CGUs for the risk associated with achieving our forecasts (five-year projections) and for the country risk premium in which we expect to generate cash flows. FVLCD is a Level 3 measurement. We use our market capitalization and comparative market multiples to corroborate discounted cash flow results.

 

The key assumptions with the greatest influence on the calculation of the recoverable amounts are the discount rates, terminal growth rates and cash flow forecasts. The key forecast assumptions were based on historical data and estimates of future results from internal sources as well as industry and market trends.

 

 

Terminal Growth Rate (%)

 

Discount Rate (%)

 

2021

 

2020

 

2021

 

2020

Retail – North America

 

 

2.5  

 

2.5  

 

 

 

7.4  

 

 

 

7.5  

Retail – International 1

2.0  

-

6.2  

 

2.0  

 

8.0  

-

15.5  

 

7.8  

-

16.0  

Potash

 

 

2.5  

 

2.5  

 

 

 

7.7  

 

 

 

8.0  

Nitrogen

 

 

2.0  

 

2.0  

 

 

 

7.8  

 

 

 

8.0  

1   The discount rates reflect the country risk premium and size for our international groups of CGUs.

 

 

The Retail – North America group of CGUs recoverable amount exceeds its carrying amount by $ 1.5 billion, which is 12 percent of the carrying amount. Goodwill is more susceptible to impairment risk if business operating results or economic conditions deteriorate and we do not meet our forecasts. A reduction in the terminal growth rate, an increase in the discount rate or a decrease in forecasted EBITDA could cause impairment in the future. The following table indicates the percentage by which key assumptions would need to change individually for the estimated recoverable amount to be equal to the carrying amount:

 

 

Change Required for

 

 

 

Carrying Amount to Equal

 

Value Used in Impairment

Key Assumptions

Recoverable Amount

 

Model

Terminal growth rate (%)

0.8  

  percentage point decrease

 

2.5  

Forecasted EBITDA over forecast period (in billions of US dollars)

9.8  

  percent decrease

 

6.8  

Discount rate (%)

0.6  

  percentage point increase

 

7.4  

 

 


Nutrien Annual Report 2021   |   102

In millions of US dollars unless otherwise noted

 

  NOTE 15    INVESTMENTS

 

 

 

 

Principal   Place

 

Proportion   of   Ownership Interest

 

 

 

 

 

 

 

of   Business and

 

and   Voting   Rights   Held (%)

 

Carrying Amount

Name

Principal Activity

 

Incorporation

 

2021

 

2020

 

2021

 

2020

Equity-accounted investees

 

 

 

 

 

 

 

 

 

 

Profertil

Nitrogen Producer

 

Argentina

 

50  

 

50  

 

277  

 

233  

Canpotex

Marketing   and   Logistics

 

Canada

 

50  

 

50  

 

 

 

 

Other associates and joint ventures

 

 

 

 

 

 

 

182  

 

176  

Total equity-accounted investees

 

 

 

 

 

 

 

459  

 

409  

Investments at FVTOCI

 

 

 

 

 

 

 

 

 

 

Sinofert

Fertilizer   Supplier   and   Distributor

 

China/Bermuda

 

22  

 

22  

 

234  

 

153  

Other

 

 

 

 

 

 

 

 

10  

 

 

Total investments at FVTOCI

 

 

 

 

 

 

 

244  

 

153  

Total investments

 

 

 

 

 

 

 

703  

 

562  

 

We continuously assess our ability to exercise significant influence or joint control over our investments. Our 22 percent ownership in Sinofert does not constitute significant influence as we do not have any representation on the board of directors of Sinofert. We elected to account for our investment in Sinofert as FVTOCI as it is held for strategic purposes.

 

Future conditions related to Profertil may be affected by political, economic and social instability. We are exposed to foreign exchange risk related to fluctuations in the Argentine peso against the US dollar. This may also restrict our ability to obtain dividends from Profertil.

 

  NOTE 16    OTHER ASSETS

 

 

2021

 

2020

Deferred income tax assets (Note 8)

262  

 

242  

Ammonia catalysts – net of accumulated amortization of $85 (2020 – $76)

88  

 

89  

Long-term income tax receivable (Note 8)

166  

 

305  

Accrued pension benefit assets (Note 21)

170  

 

109  

Other

143  

 

169  

 

829  

 

914  

 


Nutrien Annual Report 2021   |   103

In millions of US dollars unless otherwise noted

 

 


Nutrien Annual Report 2021   |  

In millions of US dollars unless otherwise noted

 

NOTE 17    SHORT-TERM DEBT

 

We use our $4.5   billion commercial paper program for our short-term cash requirements. The commercial paper program is backstopped by the $4.5 billion unsecured revolving term credit facility (“Nutrien Credit Facility”). Credit facilities are renegotiated periodically.

 

 

 

Rate of Interest (%)

 

2021

 

2020

Other credit facilities 1

0.8  

-

13.1  

 

313  

 

159  

Commercial paper 2

0.3  

-

0.4  

 

1,170  

 

 

Other short-term debt

 

 

 

 

77  

 

 

 

 

 

 

 

1,560  

 

159  

1   Credit facilities are unsecured and consist of South American facilities with debt of $ 74 (2020 – $ 109 ) and interest rates ranging from 1.8 percent to 13.1 percent, Australian facilities with debt of $ 211 (2020 – $ 19 ) and interest rates ranging from 0.8 percent to 0.9 percent, and other facilities with debt of $ 28 (2020 – $ 31 ) and an interest rate of 1.4 percent.

2   The amount available under the commercial paper program is limited to the availability of backup funds under the Nutrien Credit Facility and excess cash invested in highly liquid securities

 

 

Credit facilities

 

Total Facility Limit as at December 31, 2021

 

Total Facility Limit as at December 31, 2020

Nutrien Credit Facility 1

 

4,500  

 

4,500  

Uncommitted revolving demand facility

 

500  

 

500  

Other credit facilities 2

 

720  

 

740  

1   In 2021, we extended the maturity date from April 10, 2023 to June 4, 2026, subject to extension at the request of Nutrien provided that the resulting maturity date shall not exceed five years from the date of request.

2 Total facility limit amounts include some facilities with maturities in excess of one year.

 

 

Principal covenants and events of default under the Nutrien Credit Facility include a debt to capital ratio (refer to Note 24) and other customary events of default and covenant provisions. Non-compliance with such covenants could result in accelerated repayment and/or termination of the credit facility. We were in compliance with all covenants as at December 31, 2021.

 

In 2020, we entered into new committed revolving credit facilities totaling approximately $ 1,500 , all with the same principal covenants and events of default as our existing credit facilities. We closed these credit facilities after the issuance of the new notes in 2020.

 


Nutrien Annual Report 2021   |   104

In millions of US dollars unless otherwise noted

 

  NOTE 18    LONG-TERM DEBT

 

We source our borrowings for funding purposes primarily through notes, debentures and   long-term credit facilities. We have access to the capital markets through our base shelf prospectus.

 

 

Rate of Interest (%)

 

Maturity

 

2021

 

2020

Notes   1

 

 

 

 

 

 

 

 

 

 

 

 

3.150  

 

October 1, 2022

 

500  

 

500  

 

 

 

1.900  

 

May 13, 2023

 

500  

 

500  

 

 

 

3.500  

 

June 1, 2023

 

 

 

500  

 

 

 

3.625  

 

March 15, 2024

 

 

 

750  

 

 

 

3.375  

 

March 15, 2025

 

 

 

550  

 

 

 

3.000  

 

April 1, 2025

 

500  

 

500  

 

 

 

4.000  

 

December 15, 2026

 

500  

 

500  

 

 

 

4.200  

 

April 1, 2029

 

750  

 

750  

 

 

 

2.950  

 

May 13, 2030

 

500  

 

500  

 

 

 

4.125  

 

March 15, 2035

 

450  

 

450  

 

 

 

7.125  

 

May 23, 2036

 

212  

 

300  

 

 

 

5.875  

 

December 1, 2036

 

500  

 

500  

 

 

 

5.625  

 

December 1, 2040

 

500  

 

500  

 

 

 

6.125  

 

January 15, 2041

 

401  

 

500  

 

 

 

4.900  

 

June 1, 2043

 

500  

 

500  

 

 

 

5.250  

 

January 15, 2045

 

489  

 

500  

 

 

 

5.000  

 

April 1, 2049

 

750  

 

750  

 

 

 

3.950  

 

May 13, 2050

 

500  

 

500  

Debentures 1

 

 

7.800  

 

February 1, 2027

 

120  

 

125  

Other credit facilities 2

 

 

Various  

 

Various

 

141  

 

67  

 

 

 

 

 

 

 

7,813  

 

9,742  

Add net unamortized fair value adjustments

 

325  

 

404  

Less net unamortized debt issue costs

 

(72)

 

(85)

 

 

 

 

 

 

 

8,066  

 

10,061  

Less current maturities

 

(545)

 

(14)

 

 

 

 

 

 

 

7,521  

 

10,047  

1   Each series of notes and debentures is unsecured and has no sinking fund requirements prior to maturity. Each series is redeemable and has various provisions that allow redemption prior to maturity, at our option, at specified prices.

2   Other credit facilities are unsecured and consist of South American facilities with debt of $ 137 (2020 – $ 63 ) and interest rates ranging from 1.9 percent to 12.2 percent and other facilities with debt of $ 4 (2020 – $ 4 ) and an interest rate of 3.9 percent.

 

 


Nutrien Annual Report 2021   |   105

In millions of US dollars unless otherwise noted

 

 

In 2021, we redeemed the entire outstanding principal amount of these notes in accordance with the optional redemption provisions provided in the indenture governing these notes:

 

 

Rate of interest (%)

 

Maturity

 

Redeemed

Notes

3.500  

 

June 1, 2023

 

500  

Notes

3.625  

 

March 15, 2024

 

750  

Notes

3.375  

 

March 15, 2025

 

550  

Principal amount

 

 

 

 

1,800  

Add net unamortized fair value adjustments

 

5  

Less net unamortized debt issue costs

 

(5)

Carrying amount

 

 

 

 

1,800  

 

We also completed a cash tender offer to purchase the following debentures and notes, up to a maximum aggregate purchase price of $ 300 :

 

 

 

Rate of interest (%)

 

Maturity

 

Redeemed

Debentures

7.800  

 

February 1, 2027

 

5  

Notes

7.125  

 

May 23, 2036

 

88  

Notes

6.125  

 

January 15, 2041

 

99  

Notes

5.250  

 

January 15, 2045

 

11  

Principal amount

 

 

 

 

203  

Add net unamortized fair value adjustments

 

53  

Carrying amount

 

 

 

 

256  

 

The redemption and cash tender offers were funded by using cash on hand and proceeds from the issuance of commercial paper. The total cash spend, including accrued interest, was $ 2.2 billion. As a result of the early extinguishment of debt, we recorded a loss on extinguishment of debt of $ 142 (Note 7).

 

We are subject to certain customary covenants including limitation on liens, merger and change of control covenants, and customary events of default. As calculated in Note 24, we were in compliance with these covenants as at December 31, 2021.

 

 

 

Short-Term

 

Long-Term

 

Lease

 

 

 

Debt

 

Debt

 

Liabilities

 

Total

Balance – December 31, 2020

159  

 

10,061  

 

1,140  

 

11,360  

Cash flows (cash inflows and outflows presented on a net basis)

1,344  

 

(2,133)

 

(320)

 

(1,109)

Loss on early extinguishment of debt

 

 

142  

 

 

 

142  

Additions and other adjustments to ROU assets

 

 

 

 

408  

 

408  

Foreign currency translation and other non-cash changes

57  

 

(4)

 

(8)

 

45  

Balance – December 31, 2021

1,560  

 

8,066  

 

1,220  

 

10,846  

Balance – December 31, 2019

976  

 

9,055  

 

1,073  

 

11,104  

Cash flows (cash inflows and outflows presented on a net basis)

(892)

 

1,017  

 

(274)

 

(149)

Additions and other adjustments to ROU assets

 

 

 

 

320  

 

320  

Foreign currency translation and other non-cash changes

75  

 

(11)

 

21  

 

85  

Balance – December 31, 2020

159  

 

10,061  

 

1,140  

 

11,360  

 

 


Nutrien Annual Report 2021   |   106

In millions of US dollars unless otherwise noted

 

  NOTE 19   LEASE LIABILITIES

 

 

Average Rate of Interest (%)

 

2021

 

2020

Lease liabilities - non-current

  2.9

 

  934

 

  891

Current portion of lease liabilities

  2.5

 

  286

 

  249

Total

 

 

  1,220

 

  1,140

 

  NOTE 20    PAYABLES AND ACCRUED CHARGES

 

Payables and accrued charges consist primarily of amounts we owe to suppliers and prepayments made by customers planning to purchase our products for the upcoming growing season.

 

 

2021

 

2020

Trade and other payables

5,179  

 

4,415  

Customer prepayments

2,083  

 

1,800  

Dividends

257  

 

256  

Accrued compensation

669  

 

513  

Current portion of asset retirement obligations and accrued environmental costs (Note 22)

170  

 

162  

Accrued interest

80  

 

99  

Current portion of share-based compensation (Note 5)

185  

 

95  

Current portion of derivatives

20  

 

39  

Income taxes (Note 8)

606  

 

48  

Current portion of pension and other post-retirement benefits (Note 21)

16  

 

15  

Other accrued charges and others

787  

 

616  

 

10,052  

 

8,058  

 


Nutrien Annual Report 2021   |   107

In millions of US dollars unless otherwise noted

 

  NOTE 21    PENSION AND OTHER POST-RETIREMENT BENEFITS

 

We offer the following pension and other post-retirement benefits to qualified employees: defined benefit pension plans; defined contribution pension plans; and health, disability, dental and life   insurance (referred to as other defined benefit) plans. Substantially all   our employees participate in at least one of   these plans.

 

Description of Defined Benefit Pension Plans

 

 

Plan Type

Contributions

United States

  • non-contributory,
  • guaranteed annual pension payments for life,
  • benefits generally depend on years of service and compensation level in   the final years leading up to age 65,
  • benefits available starting at age 55 at a reduced rate, and
  • plans provide for maximum pensionable salary and maximum annual benefit limits.
  • made to meet or exceed minimum funding requirements of   the Employee Retirement Income Security Act of   1974 and associated Internal Revenue Service regulations and procedures.

Canada

  • made to meet or exceed minimum funding requirements based on provincial statutory requirements and associated federal taxation rules.

Supplemental Plans in US and Canada for Senior Management

  • non-contributory,
  • unfunded, and
  • supplementary pension benefits.
  • provided for by charges to earnings sufficient to meet the projected benefit obligations, and
  • payments to plans are made as   plan payments to retirees occur.

 

Our defined benefit pension plans are funded with separate funds that are legally separated from the Company and administered through an employee benefits or management committee in each country, which is composed of our employees. The employee benefits or management committee is required by law to act in the best interests of the plan participants and, in the US and Canada, is responsible for the governance of the plans, including setting certain policies (e.g., investment and contribution) of the funds. The current   investment policy for each country’s plans generally does not include any asset/liability matching strategies or currency hedging strategies. Plan assets held in trusts are governed by local regulations and practices in each country, as is the nature of the relationship between the Company and the trustees and their composition.

 

Description of Other Post-Retirement Plans

 

We provide health care plans for certain eligible retired   employees in the US, Canada and Trinidad. Eligibility for these benefits is generally based on a combination of age and years of service at retirement. Certain terms of the plans include:

 

 

We provide non-contributory life insurance plans for certain retired employees who meet specific age and service eligibility requirements.

 


Nutrien Annual Report 2021   |   108

In millions of US dollars unless otherwise noted

 

Risks

 

The defined benefit pension and other post-retirement plans expose us to broadly similar actuarial risks. The most significant risks include investment risk and interest rate risk as discussed below. Other risks include longevity risk and salary risk.

 

Investment Risk

A deficit will be created if plan assets underperform the discount rate used in the defined benefit obligation valuation. To mitigate investment risk, we employ:

 

  • a total return on investment approach whereby a diversified mix of equities and fixed income investments is used to maximize long-term return for a prudent level of risk; and
  • risk tolerance established through careful consideration of plan liabilities, plan funded status and corporate financial condition.

 

Other assets such as private equity and hedge funds are not used at this time. Our policy is not to invest in commodities, precious metals, mineral rights, bullions or collectibles.   Investment risk is measured and monitored on an ongoing basis through quarterly investment portfolio reviews, annual liability measurements and periodic asset/liability studies.

Interest Rate Risk

A decrease in bond interest rates will increase the pension liability; however, this is generally expected to be partially offset by an increase in   the return on the plan’s debt investments.

 

Financial Information

 

 

2021

 

2020

 

 

 

Plan

 

 

 

 

 

Plan

 

 

 

Obligation

 

Assets

 

Net

 

Obligation

 

Assets

 

Net

Balance – beginning of year

(2,066)

 

1,706  

 

(360)

 

(2,044)

 

1,621  

 

(423)

Components of defined benefit expense recognized in earnings

 

 

 

 

 

 

 

 

 

 

 

Current service cost for benefits earned during the year

(36)

 

 

 

(36)

 

(36)

 

 

 

(36)

Interest (expense) income

(57)

 

48  

 

(9)

 

(66)

 

53  

 

(13)

Past service cost, including curtailment gains and settlements 1

(2)

 

 

 

(2)

 

133  

 

(132)

 

1  

Foreign exchange rate changes and other

(7)

 

(1)

 

(8)

 

(3)

 

(1)

 

(4)

Subtotal of components of defined benefit expense (recovery)

   recognized in earnings

(102)

 

47  

 

(55)

 

28  

 

(80)

 

(52)

Remeasurements of the net defined benefit liability recognized in OCI during the year

 

 

 

 

 

 

 

 

Actuarial gain arising from:

 

 

 

 

 

 

 

 

 

 

 

Changes in financial assumptions

6  

 

 

 

6  

 

(153)

 

 

 

(153)

Changes in demographic assumptions

83  

 

 

 

83  

 

12  

 

 

 

12  

Gain on plan assets (excluding amounts included in net interest)

3  

 

33  

 

36  

 

 

 

230  

 

230  

Subtotal of remeasurements

92  

 

33  

 

125  

 

(141)

 

230  

 

89  

Cash flows

 

 

 

 

 

 

 

 

 

 

 

Contributions by plan participants

(6)

 

6  

 

 

 

(5)

 

5  

 

 

Employer contributions

 

 

25  

 

25  

 

 

 

26  

 

26  

Benefits paid

86  

 

(86)

 

 

 

96  

 

(96)

 

 

Subtotal of cash flows

80  

 

(55)

 

25  

 

91  

 

(65)

 

26  

Balance – end of year 2

(1,996)

 

1,731  

 

(265)

 

(2,066)

 

1,706  

 

(360)

Balance comprised of:

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

 

 

 

Other assets (Note 16)

 

 

 

 

170  

 

 

 

 

 

109  

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

Payables and accrued charges (Note 20)

 

 

 

 

(16)

 

 

 

 

 

(15)

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

Pension and other post-retirement benefit liabilities

 

 

 

 

(419)

 

 

 

 

 

(454)

1   During 2020, we transferred certain pension plan obligations to an insurance company.

2   Obligations arising from funded and unfunded pension plans are $ 1,659 and $ 337 (2020 – $ 1,690 and $ 376 ), respectively. Other post-retirement benefit plans have no plan assets and are unfunded.

 

 


Nutrien Annual Report 2021   |   109

In millions of US dollars unless otherwise noted

 

Plan Assets

 

As at December 31, the fair value of plan assets of our defined benefit pension plans, by asset category, were as follows:

 

 

2021

 

2020

 

Quoted Prices

 

 

 

 

 

Quoted Prices

 

 

 

 

 

in Active

 

 

 

 

 

in Active

 

 

 

 

 

Markets for

 

 

 

 

 

Markets for

 

 

 

 

 

Identical Assets

 

Other 1

 

Total

 

Identical Assets

 

Other 1

 

Total

Cash and cash equivalents

11  

 

7  

 

18  

 

9  

 

33  

 

42  

Equity securities and equity funds

 

 

 

 

 

 

 

 

 

 

 

US 2

22  

 

257  

 

279  

 

19  

 

483  

 

502  

International

 

 

28  

 

28  

 

158  

 

 

 

158  

Debt securities 2, 3

 

 

1,020  

 

1,020  

 

 

 

977  

 

977  

Other 2

 

 

386  

 

386  

 

 

 

27  

 

27  

Total pension plan assets

33  

 

1,698  

 

1,731  

 

186  

 

1,520  

 

1,706  

1 Approximately 100 percent (2020 – 76 percent) of the Other plan assets are held in funds whose fair values are estimated using their net asset value per share. For the majority of these funds, the redemption frequency is immediate. The Plan Committee manages the asset allocation based upon our current liquidity and income needs.

2   Certain funds have been reclassified for the year ended December 31, 2020.

3   Debt securities included US securities of 71 percent (2020 – 60 percent) and International securities of 28 percent (2020 – 40 percent) and Mortgage Backed Securities of 1 percent (2020 – nil).

 

We use letters of credit or surety bonds to secure certain Canadian unfunded defined benefit plan liabilities as at December 31, 2021.

 

We expect to contribute approximately $ 115 to all pension and post-retirement plans in 2022. Total contributions recognized as expense under all defined contribution plans for 2021 was $ 111 (2020 – $ 116 ).

 

We used the following significant assumptions to determine the benefit obligations and expense for our significant plans as at and for the year ended December 31. These assumptions are determined by management and are reviewed annually by our independent actuaries.

 

 

Pension

 

Other

 

2021

 

2020

 

 

 

2021

 

 

 

2020

Assumptions used to determine the benefit obligations 1 :

 

 

 

 

 

 

 

 

 

 

 

Discount rate (%)

3.09  

 

2.83  

 

 

 

2.97  

 

 

 

2.66  

Rate of increase in compensation levels (%)

4.27  

 

4.57  

 

 

 

n/a

 

 

 

n/a

Medical cost trend rate – assumed (%) 2

n/a

 

n/a

 

4.50  

-

6.50  

 

4.50  

-

5.80  

Medical cost trend rate – year reaches ultimate trend rate

n/a

 

n/a

 

 

 

2030

 

 

 

2037

Mortality assumptions (years) 3

 

 

 

 

 

 

 

 

 

 

 

Life expectancy at 65 for a male member currently at age 65

20.7  

 

20.6  

 

 

 

20.6  

 

 

 

20.2  

Life expectancy at 65 for a female member currently at age 65

22.9  

 

22.8  

 

 

 

23.2  

 

 

 

22.8  

Average remaining service period of active employees (years)

 

 

 

 

 

 

 

 

 

 

 

Average duration of the defined benefit obligations (years) 4

15.3  

 

15.4  

 

 

 

14.9  

 

 

 

15.2  

1   The current year’s expense is determined using the assumptions that existed at the end of the previous year.

2   We assumed a graded medical cost trend rate starting at 6.50 percent in 2021, moving to 4.50 percent by 2030 (2020 – starting at 5.80 percent, moving to 4.50 percent by 2037).

3   Based on actuarial advice in accordance with the latest available published tables, adjusted where appropriate to reflect future longevity improvements for each country.

4   Weighted average length of the underlying cash flows.

 

 


Nutrien Annual Report 2021   |   110

In millions of US dollars unless otherwise noted

 

Of the most significant assumptions, a change in discount rates has the greatest potential impact on our pension and other post-retirement benefit plans, with sensitivity to change as follows:

 

 

 

2021

 

2020

 

 

 

 

Expense   in

 

 

 

Expense   in

 

 

Benefit

 

Earnings Before

 

Benefit

 

Earnings Before

 

Change in Assumption

Obligations

 

Income   Taxes

 

Obligations

 

Income   Taxes

As reported

 

1,996  

 

55  

 

2,066  

 

52  

Discount rate

1.0 percentage point decrease

330  

 

20  

 

360  

 

10  

 

1.0 percentage point increase

( 260 )

 

( 20 )

 

( 280 )

 

(10)

 

  NOTE 22    ASSET RETIREMENT OBLIGATIONS AND ACCRUED ENVIRONMENTAL COSTS

 

A provision is an estimated liability with uncertainty over the timing or amount that will be paid. The most significant asset retirement and environmental remediation provisions relate to   costs to restore potash and phosphate sites to their original, or another specified, condition.

 

The pre-tax risk-free discount rate, expected cash flow payments and sensitivity to changes in the discount rate on the recorded liability for asset retirement obligations and accrued environmental costs as at December 31, 2021, were as follows:

 

 

 

Cash Flow

 

Discounted

 

Discount Rate

 

 

Payments (years)   1

 

Cash Flows 2,3

 

+0.5%

 

-0.5%

Asset retirement obligations

 

 

 

 

 

(75)

 

85  

Retail

 

1 – 30

 

23  

 

 

 

 

Potash

 

31 – 440

 

96  

 

 

 

 

Phosphate

 

1 – 79

 

496  

 

 

 

 

Corporate and other 4,5

 

1 – 485

 

616  

 

 

 

 

Accrued environmental costs

 

 

 

 

 

(5)

 

5  

Retail

 

1 – 30

 

86  

 

 

 

 

Corporate and other

 

1 – 24

 

419  

 

 

 

 

Total

 

 

 

1,736  

 

 

 

 

1   Time frame in which payments are expected to principally occur from December 31, 2021. Adjustments to the years can result from changes to the mine life and/or changes in the rate of tailings volumes.

2   Risk-free discount rates used to discount cash flows reflect current market assessments of the time value of money and the risks specific to the timing and jurisdiction of the obligation. Risk-free rates range from 1.9 percent to 5.5 percent.

3   Total undiscounted cash flows are $ 3.3 billion. For the Potash segment, this represents total undiscounted cash flows in the first year of decommissioning. This excludes subsequent years of tailings dissolution, fine tails capping, tailings management area reclamation, post-reclamation activities and monitoring, and final decommissioning, which are estimated to take an additional 126 to 409 years.

4   For nitrogen sites, we have not recorded any asset retirement obligations as no significant asset retirement obligations have been identified or there is no reasonable basis for estimating a date or range of dates of cessation of operations. We considered the historical performance of our facilities as well as our planned maintenance, major upgrades and replacements, which can extend the useful lives of our facilities indefinitely.

5   Includes certain potash and phosphate sites that are non-operating sites, with the majority of phosphate site payments taking place over the next 18 years.

 

 


Nutrien Annual Report 2021   |   111

In millions of US dollars unless otherwise noted

 

 

 

Asset

 

Accrued

 

 

 

Retirement

 

Environmental

 

 

 

Obligations

 

Costs

 

Total

Balance – December 31, 2020

1,209  

 

550  

 

1,759  

Disposals

 

 

(4)

 

(4)

Additional provisions

22  

 

1  

 

23  

Change in estimates

78  

 

(1)

 

77  

Settlements

(89)

 

(27)

 

(116)

Accretion

12  

 

(21)

 

(9)

Foreign currency translation and other

(1)

 

7  

 

6  

Balance – December 31, 2021

1,231  

 

505  

 

1,736  

Balance – December 31, 2021 comprised of:

 

 

 

 

 

Current liabilities

 

 

 

 

 

Payables and accrued charges (Note 20)

115  

 

55  

 

170  

Non-current liabilities

 

 

 

 

 

Asset retirement obligations and accrued environmental costs

1,116  

 

450  

 

1,566  

 

We are subject to numerous environmental requirements under federal, provincial, state and local laws in the countries in which we operate. We have gypsum stack capping, and closure and post-closure obligations through our subsidiaries, PCS Phosphate Company, Inc. in White Springs, Florida, and PCS Nitrogen Inc. in Geismar, Louisiana, pursuant to the financial assurance regulatory requirements in those states. The recorded provisions may not necessarily reflect our obligations under these financial assurances.

 

  NOTE 23    SHARE CAPITAL

 

Authorized

 

We are 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.

 

Issued

 

 

Number of Common Shares

 

Share Capital

Balance – December 31, 2020

569,260,406  

 

15,673  

Issued under option plans and share-settled plans

4,424,437  

 

226  

Repurchased

(15,982,154)

 

(442)

Shares cancellation

(210,173)

 

 

Balance – December 31, 2021

557,492,516  

 

15,457  

 


Nutrien Annual Report 2021   |   112

In millions of US dollars unless otherwise noted

 

 

Share Repurchase Programs

 

 

 

 

 

 

Maximum

 

Maximum

 

Number of

 

Commencement

 

 

 

Shares for

 

Shares for

 

Shares

 

Date

 

Expiry

 

  Repurchase

 

Repurchase (%)

 

Repurchased

2019 Normal Course Issuer Bid

February 27, 2019

 

February 26, 2020

 

42,164,420  

 

7

 

33,256,668  

2020 Normal Course Issuer Bid

February 27, 2020

 

February 26, 2021

 

28,572,458  

 

5

 

710,100  

2021 Normal Course Issuer Bid 1

March 1, 2021

 

February 28, 2022

 

28,468,448  

 

5

 

15,982,154  

2022 Normal Course Issuer Bid 2

March 1, 2022

 

February 28, 2023

 

  55,111,100

 

10

 

1   The 2021 normal course issuer bid will expire earlier than the date above if we acquire the maximum number of common shares allowable or otherwise decide not to make any further repurchases. As of February 15, 2022, an additional 6,204,241 common shares were repurchased for cancellation at a cost of $ 445 and an average price per share of $ 71.70 .

2   On February 16, 2022, our Board of Directors approved a share repurchase program, which is subject to the acceptance by the Toronto Stock Exchange. The 2022 normal course issuer bid will expire earlier than the date above if we acquire the maximum number of common shares allowable or otherwise decide not to make any further repurchases.

 

 

Purchases under the normal course issuer bids were, or may be, made through open market purchases at market prices as well as by other means permitted by applicable securities regulatory authorities, including private agreements.

 

Summary of share repurchases

2021

 

2020

Number of common shares repurchased for cancellation

15,982,154  

 

3,832,580  

Average price per share (US dollars)

69.17  

 

41.96  

Total cost

1,105  

 

160  

 

Dividends Declared

 

 

2021

 

 

2020

Declared

Per Share

 

Declared

Per Share

February 17, 2021

0.46  

 

February 19, 2020

0.45  

May 17, 2021

0.46  

 

May 6, 2020

0.45  

August 9, 2021

0.46  

 

August 10, 2020

0.45  

November 1, 2021

0.46  

 

December 10, 2020

0.45  

 

1.84  

 

 

1.80  

 

On February 16, 2022, our Board of Directors declared an increase to our quarterly dividend to $ 0.48 per share payable on April 14, 2022, to shareholders of record on March 31, 2022. The total estimated dividend to be paid is $ 265 .

 

Share Cancellation

 

During 2021, we cancelled 210,173 shares due to the expiration of the period when legacy companies’ (Potash Corporation of Saskatchewan Inc. and Agrium Inc.) shares could be exchanged under the plan of arrangement, wherein Nutrien became the parent company of the legacy companies.

 


Nutrien Annual Report 2021   |   113

In millions of US dollars unless otherwise noted

 

  NOTE 24    CAPITAL MANAGEMENT

 

Our capital allocation policy prioritizes safe and reliable operations, a healthy balance sheet, a sustainable dividend to shareholders and a strategy to allocate remaining cash flow that maximizes shareholder value.

 

We include total debt, adjusted total debt, adjusted net debt and adjusted shareholders’ equity as components of   our capital structure. We monitor our capital structure and, based on changes in economic conditions, may adjust the structure by adjusting the amount of dividends paid to shareholders, repurchasing shares, issuing new shares, issuing new debt or retiring existing debt.

 

We use a combination of short-term and long-term debt to finance our operations. We typically pay floating rates of interest on short-term debt and credit facilities, and fixed rates on notes and debentures.

 

We monitor the following measures to evaluate our ability to service debt, make strategic investments and ensure we are in compliance with our debt covenants:

 

 

2021

 

2020

Adjusted net debt to adjusted EBITDA

1.4  

 

2.6  

Adjusted EBITDA to adjusted finance costs

14.3  

 

7.4  

Debt to capital (calculated as adjusted total debt to adjusted capital) (Limit: 0.65 : 1.00)

0.32 : 1.00

 

0.34 : 1.00

 

 

DOC_IMG00013

 

  Adjusted EBITDA is calculated in Note 3, while the calculation of the remaining components included in the above ratios are set out in the following tables:

 

 

2021

 

2020

Short-term debt

1,560  

 

159  

Current portion of long-term debt

545  

 

14  

Current portion of lease liabilities

286  

 

249  

Long-term debt

7,521  

 

10,047  

Lease liabilities

934  

 

891  

Total debt

10,846  

 

11,360  

Letters of credit - financial

114  

 

150  

Adjusted total debt

10,960  

 

11,510  

 


Nutrien Annual Report 2021   |   114

In millions of US dollars unless otherwise noted

 

 

 

2021

 

2020

Total debt

10,846  

 

11,360  

Cash and cash equivalents

(499)

 

(1,454)

Unamortized fair value adjustments

(325)

 

(404)

Adjusted net debt

10,022  

 

9,502  

 

 

2021

 

2020

Total shareholders' equity

23,699  

 

22,403  

Adjusted total debt

10,960  

 

11,510  

Adjusted capital 1

34,659  

 

33,913  

1           Restated to reflect 2021 calculation.

 

 

 

2021

 

2020

Finance costs

613  

 

520  

Unwinding of discount on asset retirement obligations

9  

 

(33)

Borrowing costs capitalized to property, plant and equipment

29  

 

20  

Interest on net defined benefit pension and other post-retirement plan obligations

(9)

 

(13)

Loss on early extinguishment of debt

(142)

 

 

Adjusted finance costs

500  

 

494  

 

 

In 2020, we filed a base shelf prospectus in Canada and the US qualifying the issuance of up to $ 5 billion of common shares, debt securities and other securities during a period of 25 months from March 16, 2020. In 2020, we filed a prospectus supplement to issue $ 1,500 of notes.

 

 

  NOTE 25    BUSINESS COMBINATIONS

 

The Company’s business combinations include various digital agriculture, proprietary products and agricultural services.

 

 

Individually Immaterial Acquisitions

Acquisition date

Various

Purchase price, net of cash and cash equivalents acquired

$ 88 (2020 – $ 233 )

 

Goodwill and expected benefits of the acquisition

$ 77 (2020 – $ 133 )

The expected benefits of the acquisitions resulting in goodwill include:

  • synergies from expected reduction in operating costs
  • wider distribution channel for selling products of acquired businesses
  • a larger assembled workforce
  • potential increase in customer base
  • enhanced ability to innovate

Description

2021 – 36 Retail locations (2020 –   43 including Tec Agro Group, a leading agriculture retailer in Brazil)

 

 


Nutrien Annual Report 2021   |   115

In millions of US dollars unless otherwise noted

 

 

We allocated the following values to the acquired assets and assumed liabilities based upon fair values at their respective acquisition date. The information below represents preliminary fair values. For certain acquisitions, we finalized the purchase price with no material change to the fair values disclosed in prior periods. Refer to Note 30 for details of our valuation technique and judgments applied.

 

 

 

2021

 

2020

Receivables

 

43  

 

68  

Inventories

 

24  

 

63  

Prepaid expenses and other current assets

 

 

 

4  

Property, plant and equipment

 

10  

 

73  

Goodwill

 

77  

 

133  

Other intangible assets

 

16  

 

47  

Other non-current assets

 

4  

 

2  

Total assets

 

174  

 

390  

Short-term debt

 

11  

 

36  

Payables and accrued charges

 

50  

 

108  

Long-term debt, including current

   portion

 

7  

 

 

Lease liabilities, including current portion

 

1  

 

2  

Other non-current liabilities

 

17  

 

11  

Total liabilities

 

86  

 

157  

Total consideration, net of cash and cash equivalents acquired

 

88  

 

233  

 

Financial Information Related to the Acquired Operations

 

2021 Proforma (estimated as if acquisitions occurred at the beginning of the year)

 

 

Sales

 

160  

Earnings before finance costs and income taxes

 

10  

 

 

From date of acquisition

2021 Actuals

 

2020 Actuals

Sales

80  

 

190  

Earnings before finance costs and income taxes

7  

 

12  

 

 


Nutrien Annual Report 2021   |   116

In millions of US dollars unless otherwise noted

 

  NOTE 26    COMMITMENTS

 

A commitment is a legally binding and enforceable agreement to purchase goods or services in the future. The amounts below reflect our commitments based on current expected contract prices.

 

As at December 31, 2021, minimum future commitments under our contractual arrangements were as follows:

 

 

Principal Portion and

 

 

 

 

 

 

 

 

 

Estimated Interest

 

 

 

 

 

 

 

 

 

Lease

 

Long-Term

 

Purchase

 

Capital

 

Other

 

 

 

Liabilities

 

Debt

 

Commitments

 

Commitments

 

Commitments

 

Total

Within 1 year

313  

 

890  

 

2,091  

 

72  

 

183  

 

3,549  

1 to 3 years

423  

 

1,163  

 

488  

 

9  

 

138  

 

2,221  

3 to 5 years

227  

 

1,678  

 

42  

 

 

 

91  

 

2,038  

Over 5 years

412  

 

9,340  

 

111  

 

 

 

97  

 

9,960  

Total

1,375  

 

13,071  

 

2,732  

 

81  

 

509  

 

17,768  

 

Purchase Commitments

 

We have a long-term natural gas purchase agreement in Trinidad that expires on December 31, 2023. The contract provides for prices that   vary primarily with ammonia market prices and annual escalating floor prices. The commitments included in the foregoing table are based on floor prices and minimum purchase quantities.

 

Profertil has various gas contracts denominated in US dollars that expire in 2022 and 2023 and account for virtually all of Profertil’s gas requirements. YPF S.A., our joint venture partner in Profertil, supplies approximately 70 percent of the gas under these contracts.

 

The Carseland facility has a power co-generation agreement, expiring on December 31, 2026 , which provides 60 megawatt-hours of power per hour. The price for the power is based on a fixed charge adjusted for inflation and a variable charge based on the cost of natural gas provided to the facility for power generation.

 

Agreements for the purchase of sulfur for use in production of phosphoric acid provide for specified purchase quantities and prices based on market rates at the time of delivery. Commitments included in the foregoing table are based on expected contract prices.

 

As part of the agreement to sell the Conda Phosphate operations (“CPO”), we entered into long-term strategic supply and offtake agreements that extend to 2023. Under the terms of the supply and offtake agreements, we will supply 100 percent of the ammonia requirements of CPO and purchase 100 percent of the monoammonium phosphate (“MAP”) product produced at CPO. The MAP production is estimated at 330,000 tonnes per year.

 

Other Commitments

 

Other commitments consist principally of pipeline capacity, technology service contracts, managed services contracts, throughput and various rail contracts, the latest of which expires in 2027, and mineral lease commitments, the latest of which expires in 2041.

 


Nutrien Annual Report 2021   |   117

In millions of US dollars unless otherwise noted

 

  NOTE 27    GUARANTEES

 

In the normal course of business, we provide indemnification agreements to counterparties in transactions such as purchase and sale contracts, service agreements, director/officer contracts, and leasing transactions. The terms of these indemnification agreements

 

 

We directly guarantee our share of certain commitments of Canpotex (such as railcar leases) under certain agreements with third parties. We would be required to perform on these guarantees in the event of default by the investee. No material loss is anticipated by reason of such agreements and guarantees.

 

  NOTE 28       RELATED PARTY TRANSACTIONS

 

We transact with a number of related parties, the most significant being with our associates and joint ventures, key management personnel, and post-employment benefit plans.

 

Sale of Goods

 

We sell potash outside Canada and the US exclusively through Canpotex. Canpotex sells potash to buyers in export markets pursuant to term and spot contracts at agreed upon prices. Our total revenue is recognized at the amount received from Canpotex representing proceeds from their sale of potash, less net costs of Canpotex.   Sales to Canpotex are shown in Note 3. The receivable outstanding from Canpotex is shown in Note 11 and arose from sale transactions described above. It is unsecured and bears no   interest. There are no provisions held against this receivable.

 

Key Management Personnel Compensation and Transactions with Post-Employment Benefit Plans

 

 

2021

 

2020

Salaries and other short-term benefits

16  

 

16  

Share-based compensation

55  

 

26  

Post-employment benefits

4  

 

2  

Termination benefits

7  

 

 

 

82  

 

44  

 

Disclosures related to our post-employment benefit plans are shown in Note 21.

 


Nutrien Annual Report 2021   |   118

In millions of US dollars unless otherwise noted

 

  NOTE 29    CONTINGENCIES AND OTHER MATTERS

 

Contingent liabilities, which are not recognized in the consolidated financial statements but may be disclosed, are possible obligations as a result of uncertain future events outside of our control or present obligations not recognized because the amount cannot be sufficiently measured or payment is not probable.

 

Accounting Estimates and Judgments

 

The following judgments are required to determine our exposure to possible losses and gains related to environmental matters   and other various claims and lawsuits pending:

 

 

Where no amounts are recognized, such amounts are contingent and disclosure may be appropriate. While the amount disclosed in the consolidated financial statements may not be material, the potential for large liabilities exists and, therefore, these estimates could   have a material impact on our consolidated financial   statements.

 

Supporting Information

 

Canpotex

 

Nutrien is a shareholder in Canpotex, which markets Canadian potash outside of Canada and the US. Should any operating losses or other liabilities be incurred by Canpotex, the shareholders have contractually agreed to reimburse it in proportion to each shareholder’s productive capacity. Through December 31, 2021, we are not aware of any operating losses or other liabilities.

 

Mining Risk

 

The risk of underground water inflows and other underground risks is insured on a limited basis, subject to insurance market availability. Through December 31, 2021, we are not aware of any material losses or other liabilities that we have not accrued for.

 

Environmental Remediation, Legal and Other Matters

 

We are engaged in ongoing site assessment and/or remediation activities at a number of facilities and sites. Anticipated costs associated with these matters are added to accrued environmental costs in the manner described in Note 22.

 

We have established provisions for environmental site assessment and/or remediation matters to the extent that we consider expenses associated with those matters likely to be incurred. Except for the uncertainties described below, we do not believe that our future obligations with respect to these matters are reasonably likely to have a material adverse effect on our consolidated financial statements.  

 


Nutrien Annual Report 2021   |   119

In millions of US dollars unless otherwise noted

 

Legal matters with significant uncertainties include the following:

 

 

 

In addition, various other claims and lawsuits are pending against the Company in the ordinary course of business. While it is not possible to determine the ultimate outcome of such actions at this time, and inherent uncertainties exist in predicting such outcomes, we believe that   the ultimate resolution of such actions is not reasonably likely to have   a   material adverse effect on our consolidated financial statements.

 

The breadth of our operations and the global complexity of tax regulations require assessments of uncertainties and judgments in estimating the taxes we will ultimately pay. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions, outcomes of tax litigation, and resolution of disputes arising from federal, provincial, state and local tax audits. The resolution of these uncertainties and   the associated final taxes may result in adjustments to our tax   assets and tax liabilities.

 

We own facilities that have been either permanently or indefinitely shut down. We expect to incur nominal annual expenditures for site security and other maintenance costs at some of these facilities. Should the facilities be dismantled, certain other shutdown-related costs may be incurred. Such costs are not expected to have a material adverse effect on our consolidated financial statements and would be recognized and recorded in the period in which they are incurred.

 


Nutrien Annual Report 2021   |   120

In millions of US dollars unless otherwise noted

 

  NOTE 30       ACCOUNTING POLICIES, ESTIMATES AND JUDGMENTS

 

The following discusses the significant accounting policies, estimates, judgments and assumptions that we have adopted and applied and how they affect the amounts reported in the consolidated financial statements. Certain of our policies involve accounting estimates and judgments because they require us to make subjective or complex judgments about matters that are inherently uncertain and because of the likelihood that materially different amounts could be reported under different conditions or using different assumptions.

 

Basis of Consolidation

 

These consolidated financial statements include the accounts of the Company and entities we control.

 

 

Principal (wholly owned) Operating Subsidiaries

Location

Principal Activity

Potash Corporation of Saskatchewan Inc.

Canada

Mining and/or processing of crop nutrients and corporate functions

Agrium Inc.

Canada

Manufacturer and distributor of crop nutrients and corporate functions

Agrium Canada Partnership

Canada

Manufacturer and distributor of crop nutrients

Agrium Potash Ltd.

Canada

Agrium U.S. Inc.

US

Cominco Fertilizer Partnership

US

Loveland Products Inc.

US

Nutrien Ag Solutions Argentina S.A

Argentina

 

Nutrien Ag Solutions (Canada) Inc.

Canada

Crop input retailer

Nutrien Ag Solutions, Inc.

US

Nutrien Ag Solutions Limited

Australia

PCS Nitrogen Fertilizer, LP

US

Production of nitrogen products in the US

PCS Nitrogen Ohio LP

US

Production of nitrogen products in the state of Ohio

PCS Sales (USA) Inc.

US

Marketing and sales of the Company’s products

PCS Nitrogen Trinidad Limited

Trinidad

Production of nitrogen products in Trinidad

PCS Phosphate Company, Inc.

US

Mining and/or processing of phosphate products

Phosphate Holding Company, Inc.

US

Mining and/or processing of phosphate products and production of nitrogen products in the US

 

COVID-19

 

Due to the impact of the COVID-19 pandemic we have assessed our accounting estimates and other matters that require the use of forecasted financial information. The assessment included estimates of the unknown future impacts of the pandemic using information that is reasonably available at this time. Accounting estimates and other matters assessed include the allowance for expected credit losses of receivables from customers, valuation of inventory, goodwill and other long-lived assets, financial assets, tax assets, pension obligations and assets, and revenue recognition. Based on the current assessment, there was not a material impact on these consolidated financial statements. As a result of the pandemic, we incurred directly attributable and incremental COVID-19 related expenses in other (income) expenses (Note 6).

 


Nutrien Annual Report 2021   |   121

In millions of US dollars unless otherwise noted

 

 

Climate Change

 

In 2021, we announced our Environmental, Social and Governance (“ESG”) commitment to help address our key climate-related risks related to climate change and reduce our carbon footprint. There were also recent developments in the ESG frameworks and regulatory initiatives and we recognize that these developments could further impact our accounting estimates and judgments including, but not limited to, assessment of our asset useful lives, impairment of other long-lived assets, valuation of inventory, and asset retirement obligations and accrued environmental costs. We have monitored and will continue to monitor these developments as they affect our consolidated financial statements.

 

Foreign Currency Transactions

 

The consolidated financial statements are presented in US dollars, which we determined to be the functional currency of the Company and the majority of our subsidiaries. In determining the functional currency of our operations, we primarily considered the currency that determines the pricing of transactions rather than focusing on the currency in which transactions are denominated.

 

Foreign exchange gains and losses resulting from the settlement of foreign currency transactions, and from the translation at period-end of monetary assets and liabilities denominated in foreign currencies, are recognized and presented in the consolidated statements of earnings within other (income) expenses, as applicable, in the period in which they arise. Non-monetary assets measured at historical cost are translated at the average monthly exchange rate prevailing at the time of the transaction, unless the exchange rate in effect on the date of the transaction is available and it is apparent that such rate is a more suitable measurement.

 

Assets and liabilities in foreign operations are translated using the period-end rate, while the income and expenses are translated using the average monthly exchange rate. Equity of the foreign operation is translated using the historical rate at the time of the acquisition. Exchange gains and losses resulting from translation are recognized in other comprehensive income and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the foreign operation is disposed of.

 

Revenue

 

We recognize revenue when we transfer control over a good or service to a customer.

 

Transfer of Control for Sale of Goods

Transfer of Control for Sale of Services

At the point in time when the product is

  • purchased at our Retail farm center,
  • delivered and accepted by customers at their premises, or
  • loaded for shipping.

Over time as the promised service is rendered

 

Judgment is used to determine whether we are acting as principal or agent by evaluating who:

 

 

For transactions in which we act as an agent rather than the principal, revenue is recognized net of any commissions earned. The related commissions are recognized as the sales occur or as unconditional contracts are signed.

 

We recognize profits on sales to Canpotex when there is a transfer of control, either at the time the product is loaded for shipping or delivered, depending on the terms of the contract. Sales are recognized using a provisional price at the time control is transferred to Canpotex, with the final pricing determined upon Canpotex’s final sale to a third party (generally between one to three months from date of sale to Canpotex).

 


Nutrien Annual Report 2021   |   122

In millions of US dollars unless otherwise noted

 

 

Our sales revenue relating to our Potash, Nitrogen and Phosphate segments is generally recorded and measured based on the “freight on board” mine, plant, warehouse or terminal price specified in the contract (except for certain vessel sales or specific product sales that are shipped and recorded on a delivered basis), which reflects the consideration we expect to be entitled to in exchange for the goods or services, net of any variable consideration (e.g., any trade discounts or estimated volume rebates). Our customer contracts may provide certain product quality specification guarantees but do not generally provide for refunds or returns. Sales prices are based on North American and international benchmark market prices, which are subject to global supply and demand, and other market factors.

 

For our Retail segment, we do not provide general warranties; however, our customer contracts may provide certain product quality specification guarantees. Returns and incentives are estimated based on historical and forecasted data, contractual terms, and current conditions.

 

Transportation costs are generally recovered from the customer through sales pricing. Where customer contracts include volume rebates, we estimate revenue at the earlier of when the most likely amount of consideration we expect to receive has been determined or when it is highly probable that a significant reversal will not occur.

 

Due to the nature of goods and services sold, any single estimate would have only a negligible impact on revenue.

 

As the expected period between when control over a promised good or service is transferred and when the customer pays for that good or service is generally less than 12 months, we apply the practical expedient as provided in IFRS 15, “Revenue from Contracts with Customers,” and do not adjust the promised amount of consideration for the effects of financing.

 

Intersegment sales are made under terms that approximate market value.

 

Seasonality in our business results from increased demand for products during planting season. Crop input sales are generally higher 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, while customer prepayments made to us are typically concentrated in December and January and inventory prepayments paid to our suppliers are typically concentrated in the period from November to January. Feed and industrial sales are more evenly distributed throughout the year.

 

Share-Based Compensation

 

For awards with performance conditions that determine the number of options or units to which employees are entitled, measurement of compensation cost is based on our best estimate of the outcome of the performance conditions. Changes to vesting assumptions are reflected in earnings immediately for compensation cost already recognized.

 

For Plans Settled Through the Issuance of Equity

For Plans Settled Through Cash

  • fair value for stock options is determined on grant date using the Black-Scholes-Merton option-pricing   model, and
  • fair value for PSUs is determined on grant date by projecting the outcome of performance conditions.
  • a liability is recorded based on the fair value of the awards each period.

 

 

Estimation involves determining:

 

 


Nutrien Annual Report 2021   |   123

In millions of US dollars unless otherwise noted

 

 

Income Taxes

 

Taxation on earnings (loss) is comprised of current and deferred income tax. Taxation is recognized in the statements of earnings unless it relates to items recognized either in OCI or directly in shareholders’ equity.

 

Current Income Tax

Deferred Income Tax

  • is the expected tax payable on the taxable earnings for the year and includes any adjustments to income tax payable or recoverable in respect of previous years
  • is calculated using rates enacted or substantively enacted at the dates of the consolidated balance sheets in the countries where our subsidiaries and equity-accounted investees operate and generate taxable earnings
  • is the best estimate expected to be paid to (or recovered from) the taxation authorities
  • is recognized using the liability method
  • is based on temporary differences between carrying amounts of assets and liabilities and their respective income tax bases
  • is determined using tax rates that have been enacted or substantively enacted by the dates of the consolidated balance sheets and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled

Current and deferred income tax assets and liabilities are offset only if certain criteria are met.

The realized and unrealized excess tax benefits from share-based compensation arrangements are recognized in contributed surplus as current and deferred tax, respectively.

 

The final taxes paid, and potential adjustments to tax assets and liabilities, are dependent upon many factors including

 

  • negotiations with taxation authorities in various jurisdictions;
  • outcomes of tax litigation; and
  • resolution of disputes arising from federal, provincial, state and local tax audits.

 

Deferred income tax is not accounted for

 

  • with respect to investments in   subsidiaries and equity-accounted investees where we are able to control the reversal of the temporary difference and that difference is not expected to reverse in the foreseeable future; and
  • if arising from initial recognition of an asset or liability in a transaction, other than a business combination, that at the time of the transaction affects neither accounting nor taxable profit or loss.

 

Deferred tax assets are

 

  • recognized to the extent it is probable future taxable profit will be available to use deductible temporary differences and could be reduced if projected earnings are not achieved or increased if earnings previously not projected become probable; and
  • reviewed at each balance sheet date and amended to the extent that it is no longer probable that the related tax benefit will be realized.

 

Financial Instruments

 

Financial assets are measured at fair value (either through OCI or through profit or loss) or amortized cost depending on the objective of the business model for managing the instrument or group of instruments and the contractual terms of the cash flows.

 

For equity investments not held for trading, we may make an irrevocable election at initial recognition to recognize changes in fair value through OCI rather than profit or loss.

 


Nutrien Annual Report 2021   |   124

In millions of US dollars unless otherwise noted

 

 

Financial instruments are classified and measured as follows:

 

Fair Value Classification

Fair Value Through Profit or Loss

FVTOCI

Amortized Cost

Instrument type

Cash and cash

equivalents, derivatives, and certain equity investments not held for trading

Certain equity investments not held for trading which an irrevocable election was made

Receivables, short-term debt, payables and accrued charges, long-term debt, lease liabilities, other long-term debt instruments

Fair value gains and losses

Profit or loss

OCI

Interest and dividends

Profit or loss

Profit or loss

Profit or loss: effective interest rate

Impairment of assets

Profit or loss

Foreign exchange

Profit or loss

OCI

Profit or loss

Transaction costs

Profit or loss

OCI

Included in cost of instrument

 

Financial instruments are recognized at trade date when we commit to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flow from the investments have expired or we have transferred the rights to receive cash flow and all the risks and rewards of ownership have also been substantially transferred.

 

Derivatives are used to lock in commodity prices, interest rates and exchange rates. For designated and qualified cash flow hedges

 

 

We assess whether our derivatives hedging transactions are expected to be or were highly effective, both at the hedge’s inception and on an ongoing basis, in offsetting changes in fair values of hedged items.

 

Hedging Transaction

Measurement of Ineffectiveness

Potential Sources of Ineffectiveness

New York Mercantile Exchange (“NYMEX”) natural gas hedges

Assessed on a prospective and retrospective basis using regression analyses

Changes in:

  • timing of forecast transactions
  • volume delivered
  • our credit risk or the credit risk of a counterparty

Foreign exchange and interest rate

Comparison of the cumulative changes in fair value and the cumulative change in the fair value of a hypothetical derivative with terms based on the hedged forecast cash flows

Changes in:

  • timing or amounts of forecasted cash flows
  • embedded optionality
  • our credit risk or the credit risk of a counterparty

 

Financial assets and financial liabilities are offset, and the net amount is presented in the consolidated balance sheets when we

 

 

Fair Value Measurements

 

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 our finance department.

 


Nutrien Annual Report 2021   |   125

In millions of US dollars unless otherwise noted

 

 

Fair value measurements are categorized into different levels within a fair value hierarchy based on the degree to which the lowest level inputs are observable and their significance:

 

Level 1

Level 2

Level 3

Unadjusted quoted prices (in active markets accessible at the measurement date for identical assets or liabilities)

Quoted prices (in markets that are not active or based on inputs that are observable for substantially the full term of the asset or liability)

Prices or valuation techniques that require inputs that are both unobservable and significant to the overall measurement

 

Fair value estimates

 

 

Cash and Cash Equivalents

 

Highly liquid investments with a maturity of three months or less from the date of purchase are considered to be cash equivalents.

 

Receivables

 

Receivables from customers are recognized initially at fair value and subsequently measured at amortized cost less allowance for expected credit losses of receivables from customers.

 

Vendors may offer various incentives to purchase products for resale. Vendor rebates and prepay discounts are accounted for as a reduction of the prices of the suppliers’ products. Rebates based on the amount of materials purchased reduce cost of goods sold as inventory is sold. Rebates earned based on sales volumes of products are offset to cost of goods sold.

 

Rebates that are probable and can be reasonably estimated are accrued. Rebates that are not probable or estimable are accrued when certain milestones are achieved.

 

Estimation of rebates can be complex in nature as vendor arrangements are diverse. The amount of the accrual is determined by analyzing and reviewing historical trends to apply negotiated rates to estimated and actual purchase volumes. Estimated amounts accrued throughout the year could also be impacted if actual purchase volumes differ from projected volumes.

 

Inventories

 

Inventories are valued monthly at the lower of cost and net realizable value. Costs are allocated to inventory using the weighted average cost method.

 

Net realizable value is based on

 

Products and Raw Materials

Materials and Supplies

  • selling price of the finished product (in ordinary course of business) less the estimated costs of completion and estimated costs to make the sale
  • replacement cost

 

A writedown is recognized if the carrying amount exceeds net realizable value and may be reversed if the circumstances that caused it no longer exist. Various factors impact our estimates of net realizable value, including inventory levels, forecasted prices of key production inputs, global nutrient capacities, crop price trends, climate-change initiatives, and changes in regulations and standards employed.

 


Nutrien Annual Report 2021   |   126

In millions of US dollars unless otherwise noted

 

 

Property, Plant and Equipment

 

 

Owned

Right-of-Use (leased)

Measurement

  • cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses
  • cost of major inspections and overhauls is capitalized
  • maintenance and repair expenditures that do not improve or extend productive life are expensed in the period incurred
  • cost less accumulated depreciation and any accumulated impairment losses
  • lease payments are allocated between finance costs and a reduction of the liability, and discounted using the interest rate implicit in the lease, if available, or an incremental borrowing rate, being a rate that we would have to pay to borrow the funds required to obtain a similar asset, adjusted for term, security, asset value and the borrower’s economic environment

Depreciation method

  • certain property, plant and equipment directly related to our Potash, Nitrogen and Phosphate segments uses units-of-production based on the shorter of estimates of reserves or service lives
  • pre-stripping costs uses units-of-production over the ore mined from the mineable acreage stripped
  • remaining assets uses straight-line
  • straight-line over the shorter of the asset's useful life and the lease term

 

Estimated useful lives, expected patterns of consumption, depreciation method and residual values are reviewed at least annually.

Judgment/practical expedients

Judgment is required in determining

 

  • costs, including income or expenses derived from an asset under construction, that are eligible for capitalization;
  • timing to cease cost capitalization, generally when the asset is capable of operating in the manner intended by management, but also considering the circumstances and the industry in which the asset is to be operated, normally predetermined by management with reference to such factors as productive capacity;
  • the appropriate level of componentization (for individual components for which different depreciation methods or rates are appropriate);
  • repairs and maintenance that qualify as major inspections and overhauls; and
  • useful life over which such costs should be depreciated, which may be impacted by changes in our strategy, process or operations as a result of climate-change initiatives.

Judgment is required to determine whether a contract or arrangement includes a lease and if it is reasonably certain that an extension option will be exercised. We seek to maximize operational flexibility in managing our leasing activities by including extension options when negotiating new leases. Extension options are exercisable at our option and not by the lessors. In determining if a renewal period should be included in the lease term, we consider all relevant factors that create an economic incentive for us to exercise a renewal, including

  • the location of the asset and the availability of suitable alternatives
  • the significance of the asset to operations, and
  • our business strategy.

 

Estimation is used to determine the useful lives of ROU assets, the lease term and the appropriate discount rate applied to the lease payments to calculate the lease liability.

 

 


Nutrien Annual Report 2021   |   127

In millions of US dollars unless otherwise noted

 

 

Owned

Right-of-Use (leased)

 

Uncertainties are inherent in estimating reserve quantities, particularly as they relate to assumptions regarding future prices, the geology of our mines, the mining methods used, and the related costs incurred to develop and mine reserves. Changes in these assumptions could   result in material adjustments to reserve estimates, which could result in   impairments or changes to depreciation expense in future periods.

We have chosen to

  • include the use of a single discount rate for a portfolio of leases with reasonably similar characteristics,
  • not separate non-lease components and instead to account for lease and non-lease components as a single arrangement, and
  • use exemptions for short-term and low-value leases which allow payments to be expensed as incurred.

Other

Not applicable.

Lease agreements do not contain significant covenants; however, leased assets may be used as security for lease liabilities and other borrowings.

 

Goodwill and Other Intangible Assets

 

Goodwill is carried at cost, is not amortized, and represents the excess of the cost of an acquisition over the fair value of the Company’s share of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is allocated to a CGU or group of CGUs for impairment testing based on the level at which it is monitored by management, and not at a level higher than an operating segment. The allocation is made to the CGU or group of CGUs expected to benefit from the business combination in which the goodwill arose.

 

Other intangible assets are generally measured at cost less accumulated amortization and any accumulated impairment losses. We use judgment to determine which expenditures are eligible for capitalization as intangible assets. Costs incurred internally from researching and developing a product are expensed as incurred until technological feasibility is established, at which time the costs are capitalized until the product is available for its intended use. Judgment is required in determining when technological feasibility of a product is established. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives. At least annually, the useful lives are reviewed and adjusted if appropriate.

 

Impairment of Long-Lived Assets

 

To assess impairment, assets are grouped at the smallest levels for which there are separately identifiable cash inflows that are largely independent of the cash inflows from other assets or groups of assets (this can be at the asset or CGU level).

 

At the end of each reporting period, we review conditions to determine whether there is any indication that an impairment exists that could potentially impact the carrying amounts of both our long-lived assets to be held and used (including property, plant and equipment, and investments), and our goodwill and other intangible assets. When such indicators exist, impairment testing is performed. Regardless, goodwill is tested at least annually (in the fourth quarter).

 

We review, at each reporting period, for possible reversal of the impairment for non-financial assets, other than goodwill.

 

Estimates and judgment involves

 

 


Nutrien Annual Report 2021   |   128

In millions of US dollars unless otherwise noted

 

 

We cannot predict if an event that triggers impairment or a reversal of impairment will occur, when it will occur or how it will affect reported asset amounts. Asset impairment amounts previously recorded could be affected if different assumptions were used or if market and other conditions change. Such changes could result in non-cash charges materially   affecting our consolidated financial statements.

 

Pension and Other Post-Retirement Benefits

 

Employee retirement and other defined benefit plans costs, including current and past service costs, gains or losses on curtailments and settlements, and remeasurements, are actuarially determined on a regular basis using the projected unit credit method.

 

When a plan amendment occurs before a settlement, we recognize past service cost before any gain or loss on settlement.

 

Our discount rate assumptions are impacted by:

 

 

Net actuarial gains or loss incurred during the period for defined benefit plans are closed out to retained earnings at each period-end.

 

Asset Retirement Obligations and Accrued Environmental Costs

 

Asset retirement obligations and accrued environmental costs include:

 

 

We consider the following factors as we estimate our provisions:

 

 

It is reasonably possible that the ultimate costs could change in the future and that changes to these estimates could have a material effect on our consolidated financial statements. We review our estimates for any changes in assumptions at the end of each reporting period.

 


Nutrien Annual Report 2021   |   129

In millions of US dollars unless otherwise noted

 

 

We recognized contingent liabilities related to our business combinations or acquisitions, which represent additional environmental costs that are present obligations although cash outflows of resources are not probable. These contingent liabilities are subsequently measured at the higher of the amount initially recognized and the amount that would be recognized if the liability becomes probable.  

 

Restructuring Charges

 

Plant shutdowns, sales of business units or other corporate restructurings may trigger restructuring charges. The provision is based on the best estimate of a detailed formal plan, which includes determining the incremental costs for employee termination, contract termination and other exit costs.

 

Business Combinations

 

Purchase price allocation involves judgment in identifying assets acquired and liabilities assumed, and estimation of their fair values. Key assumptions include discount rates and revenue growth rates specific to the acquired assets or liabilities assumed. We performed a thorough review of all internal and external sources of information available on circumstances that existed at the acquisition date. We also engaged independent valuation experts on certain acquisitions to assist in determining the fair value of certain assets acquired and liabilities assumed and related deferred income tax impacts. To determine fair values, we generally use the following valuation techniques:

 

Account

Valuation Technique and Judgments Applied

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 costs 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: 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 businesses’ operations and historical trends.

 

We considered several factors in determining the fair value of customer relationships, such as customers’ relationships with the acquired company and its employees, the segmentation of customers, historical customer attrition rates, and revenue growth.

Other provisions and contingent liabilities

Decision-tree approach of future costs and a risk premium to capture the compensation sought by risk-averse market participants for bearing the uncertainty inherent in the cash flows of the liability.

 

For each business combination, we elect to measure the non-controlling interest in the acquired entity either at fair value or at the proportionate share of the acquiree’s identifiable net assets. Foreign exchange hedge gains or losses which we designated a cash flow hedge are included in the consideration. The gain or loss from the cash flow hedge is deferred in OCI and subsequently recorded as an adjustment to goodwill when the business combination occurs.

 

Transaction costs are recorded in integration and restructuring related costs in other (income) expenses.

 

Standards, Amendments and Interpretations Effective and Applied

 

The IASB and IFRS Interpretations Committee (“IFRIC”) have issued certain standards and amendments or interpretations to existing standards that were effective, and we have applied.

 

In 2021, we have adopted the following amended standards and interpretations with no material impact on our consolidated financial statements:

 

 


Nutrien Annual Report 2021   |   130

In millions of US dollars unless otherwise noted

 

Standards, Amendments and Interpretations Not Yet Effective and Not Applied

 

The IASB and IFRIC have issued the following standards, amendments or interpretations to existing standards that were not yet effective and not applied as at December 31, 2021.

 

The following amended standards will be adopted in 2022 and are not expected to have a material impact on our consolidated financial statements:

 

 

The following amended standards are being reviewed to determine the potential impact on our consolidated financial statements:

 

 

 

Exhibit 99.4

 

LOGO

KPMG LLP

205 5th Avenue SW

Suite 3100

Calgary AB T2P 4B9

Tel (403) 691-8000

Fax (403) 691-8008

www.kpmg.ca

Consent of Independent Registered Public Accounting Firm

The Board of Directors of Nutrien Ltd.

We consent to the use of our reports, each dated February 17, 2022, with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting for Nutrien Ltd. included in this Annual Report on Form 40-F.

We also consent to the incorporation by reference of such reports in the registration statements on Form S-8 of Nutrien Ltd. (File Nos. 333-222384, 333-222385 and 333-226295) and Form F-10 of Nutrien Ltd. (File No. 333-237068).

/s/ KPMG LLP

Chartered Professional Accountants

Calgary, Canada

February 25, 2022

KPMG LLP, an Ontario limited liability partnership and member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. KPMG Canada provides services to KPMG LLP.

Exhibit 99.5

CERTIFICATION

REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ken Seitz, certify that:

 

1.

I have reviewed this Annual Report on Form 40-F of Nutrien Ltd.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2022

 

By:  

/s/ Ken Seitz

  Ken Seitz
  Interim President and Chief Executive Officer

Exhibit 99.6

CERTIFICATION

REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Pedro Farah, certify that:

 

1.

I have reviewed this Annual Report on Form 40-F of Nutrien Ltd.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2022

 

By:  

/s/ Pedro Farah

  Pedro Farah
  Executive Vice President and Chief Financial Officer

Exhibit 99.7

CERTIFICATIONS

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Nutrien Ltd. (the “Company”), does hereby certify, to such officer’s knowledge, that:

The Annual Report on Form 40-F for the year ended December 31, 2021 (the “Form 40-F”), of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 40-F fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 25, 2022

 

By:  

/s/ Ken Seitz

  Ken Seitz
  Interim President and Chief Executive Officer

Date: February 25, 2022

 

By:  

/s/ Pedro Farah

  Pedro Farah
  Executive Vice President and Chief Financial Officer

Exhibit 99.8

February 25, 2022

Nutrien Ltd.

Ladies and Gentlemen:

Re: Annual Report on Form 40-F

Reference is made to the Annual Report on Form 40-F (the “Annual Report”) filed by Nutrien Ltd. under the Securities Exchange Act of 1934, as amended.

I, Craig Funk, B.Sc., M.Sc., P.Eng., P.Geo., a qualified person, am responsible for preparing or supervising the preparation of (1) the technical report entitled “National Instrument 43-101 Technical Report on Allan Potash Deposit (KL 112R B), Saskatchewan, Canada” dated effective December 31, 2021 (the “Allan Technical Report”); (2) the technical report entitled “National Instrument 43-101 Technical Report on Cory Potash Deposit (KL 103C), Saskatchewan, Canada” dated effective December 31, 2020 (the “Cory Technical Report”); (3) the technical report entitled “National Instrument 43-101 Technical Report on Lanigan Potash Deposit (KLSA 001 C), Saskatchewan, Canada” dated effective December 31, 2021 (the “Lanigan Technical Report”); (4) the technical report entitled “National Instrument 43-101 Technical Report on Rocanville Potash Deposit (KL 305), Saskatchewan, Canada” dated effective December 31, 2021 (the “Rocanville Technical Report); and (5) the technical report entitled “National Instrument 43-101 Technical Report on Vanscoy Potash Deposit (KL 114C) Saskatchewan, Canada” dated effective December 31, 2020 (together with the Allan Technical Report, the Cory Technical Report, the Lanigan Technical Report and the Rocanville Technical Report, the “Technical Reports”).

I hereby consent to the inclusion in the Annual Report of references to and information derived from the Technical Reports and to the use of my name therein. I hereby also consent to the incorporation by reference of such information in the registration statements on Form S-8 (File Nos. 333-222384, 333-222385 and 333-226295) and on Form F-10 (File No. 333-237068) of Nutrien Ltd.

Yours truly,

 

/s/ Craig Funk

Craig Funk, B.Sc., M.Sc., P.Eng., P.Geo.
Director, GeoServices & Land – Engineering, Technology & Capital
Nutrien Ltd.

Exhibit 99.9

Information concerning mine safety violations or other regulatory matters required by

Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

The following table reflects citations, orders and notices issued to us by the United States Mine Safety and Health Administration (the “MSHA”) for the year ended December 31, 2021 (the “Reporting Period”) and contains certain additional information as required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K, including information regarding mining-related fatalities, proposed assessments from the MSHA and legal actions (“Legal Actions”) before the United States Federal Mine Safety and Health Review Commission (“FMSHRC”), an independent adjudicative agency that provides administrative trial and appellate review of legal disputes arising under the United States Federal Mine Safety and Health Act of 1977, as amended by the Mine Improvement and New Emergency Response Act of 2006 (the “Act”).

Included below is the information required by Section 1503(a) with respect to our facilities at Aurora, North Carolina (MSHA Identification Number 31-00212) (“Aurora”) and White Springs, Florida (MSHA Identification Number 08-00798) (“White Springs”) for the Reporting Period(1):

 

          Aurora      White
Springs
 
(a)    the total number of violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a coal or other mine safety or health hazard under Section 104 of the Act for which a citation was received from the MSHA      5        6  
(b)    the total number of orders issued under Section 104(b) of the Act      0        0  
(c)    the total number of citations and orders for unwarrantable failure of the Company to comply with mandatory health or safety standards under Section 104(d) of the Act      2        0  
(d)    the total number of flagrant violations under Section 110(b)(2) of the Act      0        0  
(e)    the total number of imminent danger orders issued under Section 107(a) of the Act      0        0  
(f)    the total dollar value of proposed assessments from the MSHA under the Act    $ 5,837      $ 9,053  
(g)    the total number of mining-related fatalities      0        0  
(h)    received written notice from the MSHA of a pattern of violations under Section 104(e) of the Act      0        0  
(i)    received written notice from the MSHA of potential to have a pattern of violations under Section 104(e) of the Act      0        0  
(j)    the total number of Legal Actions pending as of the last day of the Reporting Period      0        0  
(k)    Legal Actions instituted during the Reporting Period      0        0  
(l)    Legal Actions resolved during the Reporting Period      0        0  

 

(1)

The number of violations and orders as well as amounts included in the total dollar value of proposed assessments are as posted on the MSHA data retrieval system as of February 2, 2022.