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 Energy Company AECO Alberta benchmark natural gas price, has also benefited from the low cost of natural gas. In Trinidad, the price at which we purchase natural gas is linked to benchmark ammonia pricing, 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 2023, our total Nitrogen sales represented 16 percent of our total consolidated sales (2022 – 21 percent). For 2023, our offshore sales of nitrogen products represented 19 percent (2022 – 29 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 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. Over 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.

Geismar Clean Ammonia Project

In 2023, we suspended work on our proposed 1.2 million tonne Geismar clean ammonia project. This decision was due to an increase in expected capital costs compared to our initial estimates, continued uncertainty on the timing of emerging uses for clean ammonia, and prioritizing strategic capital allocation. This project is intended to manufacture clean ammonia using innovative technology. The new clean ammonia plant is expected to leverage low-cost natural gas, tidewater access to world markets, and high-quality carbon capture and sequestration infrastructure at the Company’s Geismar facility and is intended to serve growing demand in agriculture, industrial and emerging energy markets. We continue to monitor how this emerging energy market evolves and will evaluate future options for the project with the objectives of preserving value and optionality for the project.

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5.4 Phosphate Operations

1 The following scientific terms have the following meanings:

  MAP      monoammonium phosphate, 52 percent P₂O₅ (solid)

  MAP+MST sulfur enhanced MAP

  SPA       superphosphoric acid, 70 percent P₂O₅ (liquid)

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

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

Transportation, Storage and Distribution

As at December 31, 2023, we had approximately 130 owned or leased phosphate distribution points and a fleet of approximately 5,500 owned or leased railcars. We have access to ocean-based shipping terminal capacity in North Carolina through which we internationally ship the Aurora facility’s finished product. Most of our offshore Phosphate sales are shipped through the terminal at Morehead City, North Carolina. We use barges and tugboats to transport solid products and phosphoric acid between the Aurora facility and the Morehead City terminal. 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 currently 7.4 million tonnes of phosphate rock. During 2023, the Aurora facility’s total production of phosphate rock was 4.24 million tonnes and the White Springs facility’s total production of phosphate rock was 1.27 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 20 years, although the mine life has been estimated at 19 years at current production rates. 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 sales subsidiaries. Phosphoric acid is reacted with ammonia to produce MAP and MAP+MST as well as liquid fertilizers.

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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 (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 additional capacity is needed to keep pace with steadily growing phosphate demand, both in agricultural and industrial sectors, and is serving to keep global supply and demand relatively balanced. 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.

In 2021, the US Department of Commerce issued countervailing duty (“CVD”) orders on imports of phosphate fertilizers from Morocco and Russia, which will remain in place for at least five years, resulting in an increase in phosphate fertilizer prices. In November 2023, after its first annual administrative review of the CVD, the US Department of Commerce increased the CVD rate on imports from Russia (from 9.19 percent to 28.50 percent) and decreased the CVD rate on imports from Morocco (from 19.97 percent to 2.12 percent). These decisions have been appealed and the review will continue into 2024. 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, Emaphos and Chinese producers for North American industrial sales.

In 2023, our total Phosphate sales represented 8 percent of our total consolidated sales (2022 – 7 percent). For 2023, our offshore sales of phosphate products represented 12 percent (2022 – 20 percent) of our total Phosphate 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. 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. Any significant disruption in our sulfur supply to the phosphate facilities could adversely impact our Phosphate financial results. We produce sulfuric acid at the Aurora and White Springs facilities from purchased sulfur. Ammonia for our Aurora facility is primarily supplied by rail and truck from our nitrogen production facilities in Lima, Ohio and Augusta, Georgia. Ammonia for our White Springs facility is primarily supplied by truck from our nitrogen production facility in Augusta, Georgia.

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.

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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 2023 Consolidated Financial Statements for disclosure on estimated useful lives of intangible assets.

5.7 Seasonality

Seasonality in our business results from increased demand for products during planting season. Crop input sales are generally higher in spring and fall application seasons. Crop input inventories are normally accumulated leading up to each application season. The results of this seasonality have a corresponding effect on receivables from customers and rebates receivables, inventories, prepaid expenses and other current assets and trade payables. Our short-term debt also fluctuates during the year to meet working capital needs. 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 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

Environmental Requirements, Permits, and Regulatory Approvals

Many of our operations and facilities are subject to a variety of environmental requirements under federal, provincial, state and local laws, regulations, 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 pre-date 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.

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.

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 with the US Environmental Protection Agency (“EPA”) that requires reductions in sulfur dioxide emissions at specified sulfuric acid plants with the final compliance dates occurring in 2020. All such emission limits were met by the dates specified in the consent decree schedule. As such, we terminated the sulfuric acid consent decree on April 3, 2023.

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In Canada, the Multi-Sector Air Pollutant Regulations (“MSAPR”) established oxides of nitrogen (“NOx”) 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. We replaced a boiler at our Redwater nitrogen facility with a low-NOx alternative in 2022 and installed a new MSAPR-compliant ammonia loadout heater at the Fort Saskatchewan nitrogen facility in 2021. We also installed a medium pressure condensate stripper in the ammonia plant at our Carseland nitrogen facility in 2022, which virtually eliminated ammonia emissions from the ammonia reformer and reduced the facility’s NOx emissions by over 40 percent. To meet the MSAPR standards, one of our Potash facilities completed a boiler upgrade in 2023.

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 our 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

The US EPA is focused on 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”).

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 Aurora, North Carolina, White Springs, Florida, and Geismar, Louisiana phosphate facilities, as well as the Conda, Idaho phosphate production facility divested in 2018, for which we retain environmental liabilities attributable to our historic activities. Nutrien settled with the EPA and the Louisiana Department of Environmental Quality at our former Geismar phosphoric acid production facility in October 2022. We are engaged in ongoing negotiations with the EPA and the relevant state environmental agencies to resolve the outstanding matters relating to the other facilities. 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 2023 Consolidated Financial Statements for additional information.

GHG Emissions and Climate Change

Nutrien generates GHG emissions directly and indirectly through the production, distribution and use of our 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 2015 Paris Agreement under the United Nations Framework Convention on Climate Change. Furthermore, even when Nutrien operates in countries that are parties to the Paris Agreement, different jurisdictions have different compliance obligations.

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We estimate that our production operations accounted for approximately 95 percent of our overall Scope 1 and 2 GHG emissions in 2023. Sources of GHG emissions from our production operations include emissions from the combustion of natural gas, reforming of natural gas to produce hydrogen, which is used to synthesize ammonia, and process emissions from nitric acid production. 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 approximately one-third is used as fuel to provide heat for the ammonia production process. We have taken steps and developed strategies in an effort to improve energy efficiency in our production operations, capture and export CO₂, generate lower-carbon heat and electricity, and reduce the amount of N₂O emissions from our nitric acid facilities. We have also invested and continue to invest in initiatives focused on more efficient mining, including remote-controlled mobile equipment, and other advanced technologies expected to reduce our environmental impact, improve our safety performance, lower our production costs, and optimize throughput. In our Retail operations, we continue to invest in the development of new crop input technologies and agronomic capabilities that are expected to improve nutrient use efficiency, which would increase cropping intensity on existing acres while helping to minimize the impact to the environment.

Canada

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 emissions intensity reduction requirements. We look to minimize our Canadian compliance costs through improving our energy efficiency and implementing process improvements that allow us to reduce GHG emissions at our facilities. We aim to improve our energy efficiency and at our Carseland facility we have partnered with a Canadian energy company for the supply of steam and electricity generated by their Carseland Cogeneration Plant. Cogeneration is a more efficient way of generating useful energy as it simultaneously produces steam and electricity from one energy input (natural gas), which minimizes fuel consumption and reduces emissions. SaskPower’s Cory Cogeneration Station provides cogenerated steam to our Cory potash mine, reducing the need for less efficient, on-site, gas-fired boilers. Our Redwater nitrogen facility has been capturing and exporting CO₂ into the Alberta Carbon Trunk Line since late 2019. An additional project was completed in mid-2023 to tie in the remaining ammonia plant at our Redwater facility, increasing the export capability to over 800 tonnes of CO₂ per day. The Redwater facility sent approximately 245,000 tonnes of CO₂ into the Alberta Carbon Trunk Line in 2023.

In 2018, Canada enacted the Greenhouse Gas Pollution Pricing Act (“GGPPA”), which establishes minimum standards for carbon pricing and makes up part of Canada’s strategy for meeting its commitments under the Paris Agreement. The GGPPA is designed to act as a backstop to apply in provinces and territories 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 (“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 pricing. Similarly, the federal OBPS applies in those provinces that have not enacted large emitter regimes deemed equivalent to the federal OBPS. Large emitting facilities regulated under an acceptable provincial or territorial OBPS are exempt from the Federal Fuel Charge. Pursuant to the provisions of the GGPPA the carbon price under the federal OBPS increases by CAD$15 per CO₂e tonne per year for the years 2023 to 2030, resulting in a carbon price of CAD$80 in 2024 and a final carbon price of CAD$170 per CO₂e tonne in 2030.

Application of Federal Fuel Charge in Alberta and Saskatchewan

As of January 1, 2023, British Columbia, Quebec and the Northwest Territories have their own provincial/territorial carbon levy regimes. The Federal Fuel Charge applies to all remaining provinces and territories, including Alberta and Saskatchewan.

Application of Federal OBPS in Alberta and Saskatchewan

As of January 1, 2024, the federal OBPS applies in Manitoba, Prince Edward Island, Yukon and Nunavut, while the remaining provinces and territory have provincial/territorial systems that have been deemed equivalent to the federal OBPS. In 2023, the Province of Saskatchewan updated its Output-Based Performance Standard Program, which has been deemed equivalent to the federal OBPS under the GGPPA, which updates include modifications to existing standards and the issuance of new standards. Under the updated Saskatchewan framework, potash facilities must achieve a 15 percent emissions intensity reduction from a site-specific three-year baseline by 2030. Beginning in 2023, the facility intensity baseline benchmark will decline at a rate of 1.25 percent per year until the full 15 percent intensity reduction target is established in 2030. All six of our potash facilities submit emission returns as required by the provincial OBPS program. Emissions returns for the 2021 and 2022 emission years have been submitted and are currently being reviewed by the Province of Saskatchewan. Emissions for 2023 are still subject to final data collection and third-party verification. The aggregated compliance cost for 2023 GHG emissions associated with our potash facilities in Saskatchewan is estimated to be approximately CAD$1 million, subject to third-party verification in the second quarter of 2024.

In Alberta, large 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 emitter regulation is the Technology Innovation and Emissions Reduction (“TIER”) Regulation, which has been in place since January 1, 2020. Under this program, facilities that emit

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100,000 tonnes or more of CO₂e per year are subject to the less stringent of a product-specific high-performance benchmark based on the emissions intensity of the most efficient facilities, or a facility-specific benchmark based on a 10 percent emissions intensity reduction relative to the facility’s own historical baseline. The stringency of facility-specific benchmarks increased by 1 percent annually through 2022. Following a regulatory review and December 2022 amendment to the TIER Regulation, a 2 percent annual tightening rate was applied to facility-specific benchmarks and high-performance benchmarks beginning in 2023. The tightening rate does 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 federal OBPS under the GGPPA. Emissions in excess of the facility emission benchmark allowance are subject to a compliance obligation, including use of provincially generated offset credits, performance credits, sequestration credits or payment into a TIER fund. In 2023, the carbon price for TIER fund payments was CAD$65 per CO₂e tonne. This cost increases by CAD$15 per year to $170 by 2030, consistent with the federal OBPS carbon charge rate schedule. By aligning TIER compliance costs with the federal OBPS carbon charge rate schedule, large emitting facilities in Alberta are not subject to the federal OBPS.

Under TIER, facilities that emit less than 100,000 tonnes of CO₂e per year but compete with facilities subject to TIER, or facilities that belong to an energy intensive trade exposed sector regulated under TIER, may opt into the TIER program. Nutrien’s Joffre ammonia facility opted into the TIER program, which grants it an exemption from the Federal Fuel Charge on purchased fuels. Since the Joffre facility manufactures ammonia using a hydrogen byproduct 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 is able to generate emission performance credits as its emissions intensity is below the Alberta TIER ammonia intensity benchmark. These credits can be banked and used to offset a portion of future TIER compliance obligations for Nutrien’s other Alberta-based large emitter facilities. A further change resulting from the 2022 review of the TIER regulation included the requirement for facilities importing more than 10,000 tonnes of hydrogen per year to participate in TIER; however, as our Joffre facility had previously opted-in, there was no additional impact to Nutrien.

Our TIER compliance reports and payment for 2023 are due by June 30, 2024. 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 2023 are estimated to be approximately CAD$7.1 million. This estimate is based on the emissions information available at the time of this report. Actual final costs may vary following collection and verification of the full year emission and production data in the second quarter of 2024.

In June of 2022, the Canadian federal government implemented a federal Clean Fuel Standard through the enactment of the Clean Fuel Regulations (“CFR”). The CFR applied to liquid fuels beginning in 2023. The CFR has been designed to incentivize the development and use of lower-carbon fuels. Nutrien is tracking the development of the Federal Clean Fuel Standard, CFR and associated compliance obligations.

Application of Canadian Net-Zero Emissions Accountability Act

On June 29, 2021, the Canadian Net-Zero Emissions Accountability Act (the “Act”) became law. Under the Act, the government must set an emissions reduction target for 2035 by December 1, 2024. To assist in setting the 2035 emissions target a virtual public engagement platform was launched on February 2, 2024 and is open until March 28, 2024 for comments. Nutrien is currently evaluating the impact of continually decreasing emission reduction targets between now and 2050, which could have a material impact to our consolidated financial statements.

United States

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.

Facility and Product Security

Our Global Security team, embedded within our Safety, Health and Environment team, actively evaluates and addresses actual and potential security issues while also ensuring regulatory compliance associated with our operations using approved security vulnerability methodologies and risk mitigation strategies. In accordance with our safety management process, additional actions and expenditures may be required in the future to address identified vulnerabilities, particularly those with the potential to violate applicable regulatory standards. In the US, chemical facilities are regulated under the Maritime Transportation Security Act, the Chemical Facility

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Anti-Terrorism Standards (expired as of July 28, 2023 and currently in the process of renewal), and Food Safety Modernization Act (Mitigation Strategies to Protect Food Against Adulteration), in addition to the regulations established by Transport Canada and US Transportation Security Administration. It is anticipated that the US Congress and other jurisdictions where Nutrien operates will continue to maintain legislation designed to reduce the risk of terrorist acts using chemicals produced and stored at our facilities, and to ensure food security. We believe that we are in material compliance with applicable security requirements and have 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.

Asset Retirement Obligations

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 or completed for several decades. We continue 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 of December 31, 2023, we had accrued a total of $1,259 million for asset retirement obligations, the current portion of which totaled $135 million. For additional information, see Note 22 of the 2023 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, 2023, we had accrued environmental costs of $395 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 our predecessors’ businesses. As at December 31, 2023, the current portion of these costs totaled $30 million. The accrued amounts include the Company’s and our 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 2023 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 2023 Consolidated Financial Statements.

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5.9 Employees

At December 31, 2023, we employed approximately 25,900 employees. The approximate breakdown of employees is as follows:

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

We have entered into 13 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.

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.

5.10 Social and Environmental Policies

Sustainability

In 2021, we launched our Feeding the Future Plan, which highlighted our priority sustainability-related commitments, targets and goals. We believe we have the ability to create lasting change and sustainably feed a growing population by committing to working with growers to feed the planet sustainably, reducing our environmental footprint and taking climate action while promoting inclusive agriculture. We aim to drive innovation in agriculture and deliver positive value to our stakeholders and our planet. We believe Nutrien is uniquely positioned to drive sustainability across the agricultural value chain for economic, social and environmental outcomes.

In 2021, we set short- and mid-term reduction targets for Scope 1 and 2 GHG emissions. We continue to work with the World Business Council for Sustainable Development, fertilizer peers and the Science Based Targets initiative to produce a sectoral decarbonization approach for the fertilizer industry, which as of December 31, 2023 had not been published for public comment.

We continue to move forward on our sustainability-related commitments and targets and expect to provide additional and/or revised targets in the future for developing key issues applicable to Nutrien. Our sustainability strategy and the 2023 ESG Report for the year ended December 31, 2022, can be viewed on the Company’s website at nutrien.com. We expect to release our Global Sustainability Report (previously ESG Report), which will focus on our relevant sustainability topics, performance and key initiatives for the year ended December 31, 2023, in March 2024.

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

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Code of Conduct

Nutrien’s most important assets are our employees, customers, shareholders, value-chain partners, 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”) helps us fulfill our responsibilities by: committing to the public and our stakeholders our uncompromising integrity in every aspect of our efforts; 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 that demonstrates and sustains our commitment to doing business the right way in all our operations around the world; and outlining how our commitment supports our stakeholders. The Code also outlines our commitment to compliance with all applicable employment and human rights laws in any jurisdiction where we do business.

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. All Nutrien employees are required to receive formal training on the Code and other compliance-related topics. Our confidential 24-hour, 365 days a year, externally administered Integrity Helpline complements other methods of speaking up that enable employees and stakeholders 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:

Workplace Policies

We have adopted a robust Strategic Inclusion Plan with a workplace and workforce component that focuses on increasing equity, diversity and inclusion across the Company, with a particular focus on women and Indigenous Peoples. In order to realize the benefits of an inclusive work environment, we are focused on building capacity in our talent attraction and succession planning processes to ensure competency in our people to execute, particularly functional and people leaders. We are taking action to address potential physical and cultural barriers to ensure an inclusive workplace where all employees feel they are respected, valued and belong. We maintain a Respect in the Workplace Policy and an Equal Employment and Affirmative Action Policy. Implementation of our Strategic Inclusion Plan is supported by education and online courses, employee resource groups, and ongoing monitoring of internal and external employment trends (new hires, promotion and turnover) for current and potential employees. We are committed to playing a leadership role in our industries, contributing to more equitable outcomes delivering commercial value through opportunities not only in our workforce but also in other areas where we have opportunity for impact, including our supply chain and communities in which we operate. 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 Conduct (“Supplier Code”) and Procurement Policies

Nutrien is committed to responsible sourcing. In May 2023, Nutrien updated our Supplier Code, as a replacement for our Supplier Code of Ethics, which was implemented in 2019. Our Supplier Code was established to communicate Nutrien’s requirements for suppliers of goods and contractors performing services for, or on behalf of, Nutrien. Our Supplier Code is intended to apply to all suppliers that provide goods and services to Nutrien, whether directly or indirectly. It includes requirements related to human rights and labour in our supply chains, including prohibitions on illegal, forced, compulsory, child labour and human trafficking, and requirements regarding health and safety, working conditions, wages, hours of work and others.

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Our Supplier Code is aligned with our commitment to the 10 principles of the United Nations Global Compact and international standards as well as Nutrien’s core values of Safety, Inclusion, Integrity and Results. The Supplier Code identifies the behaviors that we require our suppliers to demonstrate related to the products or services they provide to us around the world.

Commitment by our suppliers to the principles of the Supplier Code is an important part of our decision-making process. Within the Nitrogen, Phosphate, Potash and Corporate segments, our standard form supplier contract terms and conditions for the purchase of goods include terms requiring our suppliers and their employees and subcontractors to conduct their operations pursuant to the contract in accordance with our Supplier Code and we aim to maintain these provisions in final contracts and to include similar provisions in non-standard form contracts with our suppliers.

Our Procurement, 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 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 our relationship with the supplier. Where contractual commitments and applicable laws permit, this review may include termination of our relationship with the non-compliant supplier.

Nutrien is committed to supporting diversity and inclusion throughout the procurement process. Our procurement policies and procedures are designed to ensure that fair consideration is given to all potential suppliers. In 2023, Nutrien introduced an updated Procurement Policy, which establishes procurement rules of conduct for the Company. The policy now applies across all operating segments and regions and will help ensure we continue to work with suppliers who align with our values, while supporting the communities where we live and work.

We provide an Indigenous Content Playbook in Saskatchewan to assist suppliers in developing local Indigenous content in their own organizations and supply chains. We work with our supply network to ensure that all contracts include local Indigenous impact commitments. We continue to evolve our Potash Indigenous supply chain strategy to support and identify contract opportunities for Indigenous-owned companies. We believe in building and maintaining relationships of mutual respect with Indigenous communities through our procurement practices and extend this further by providing employment and training opportunities and community investments.

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

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:

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 sustaining our “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 of the Board (the “S&S Committee”) has responsibility for the oversight of the Company’s activities as they relate to ensuring that appropriate policies, systems, and personnel are in place to support safe and sustainable operations and the long-term viability of the Company, including its consideration of stakeholders relevant to the creation and preservation of long-term value. This oversight includes the ongoing monitoring and development of the Company’s sustainability strategy and incorporates safety, environmental stewardship, health, climate change-related risks and opportunities, cybersecurity, and data privacy. The S&S Committee directly reports to and advises the Board on these matters. The S&S Committee oversees the Company’s general strategy, policies, resources and initiatives relating to safety as appropriate. The S&S Committee meets on a recurring basis to monitor performance against annual and longer-term performance goals, and discusses plans, strategies, and processes, in addition to reviewing our SH&E systems. Policies and strategies 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, and 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 our 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, corporate, business unit, and site levels. We share responsibility for maintaining integrated systems, performance monitoring, providing technical expertise and conducting business unit SH&E and Process Safety Management 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 association relationships enhance our risk management compliance with regulatory expectations and provide opportunities to share best practice, innovation and leading SH&E enhancement technologies.

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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 consider 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.

Competition and shifting market fundamentals could impact our short-and-long-term profitability

Global macroeconomic conditions and shifting market fundamentals, including trade tariffs and restrictions, market volatility, 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 and impact our short and long-term profitability.

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 global and regional 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 writedowns 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/or 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. Furthermore, 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 periods, 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, economic and geopolitical 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 (including withdrawal from or modification to existing trade agreements, negotiation of new trade agreements, non-tariff trade barriers, local content requirements, and the imposition of new or retaliatory tariffs), international crises or risks thereof (including volatility in the global market resulting from the ongoing Ukraine and Russia war and the conflict in the Middle East), 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.

The current war between Ukraine and Russia, and the conflict in the Middle East may continue to have potential wide-ranging consequences for global market volatility and economic conditions, including energy and commodity prices. Certain countries including Canada, the US, Australia and certain European countries have imposed strict financial and trade sanctions against Russia, with Russia and Belarus imposing retaliatory sanctions of their own, which have had, and may continue to have, far-reaching effects on the global economy, energy and commodity prices, food security, and crop nutrient supply and prices. The implications of the war in Ukraine and the conflict in the Middle East are difficult to predict with any degree of certainty at this time. While Nutrien does not have operations in Ukraine, Russia or the Middle East, there continues to remain uncertainty relating to the potential impact of the conflicts and their effect on global food security, growers, energy prices, supply chains, and the market outlook for crop nutrient market supply and demand fundamentals and nutrient prices, and they could have a material and adverse effect on our business, financial condition and results of operations.

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.

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Agricultural changes and trends 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, government programs and policies, 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.

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, water use, 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, drought, 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 our financial condition, financial performance, results of operations and cash flows.

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; commercial transportation; 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 or regulations can result in substantial penalties, court orders, civil and criminal sanctions, permit revocations, investigations, possible revocation of our authority to conduct our operations or transport our products, 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 lawmakers and regulators to address climate change, product stewardship or product use concerns, transition to a low-carbon economy, or to address concerns related to fertilizer and food prices, accidents, terrorism or transportation of dangerous goods. Increased or more stringent laws or regulations, including protectionist policies in

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certain jurisdictions or for the benefit of favored industries or sectors, if enacted, or re-interpretation of current laws and regulations, could impact our ability to produce, sell, apply, use 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 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 activities is 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.

Climate change may have an adverse effect on our business

Our business and our customers are subject to risks related to or resulting from climate change, which are commonly grouped into physical risk and transition risk categories.

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, such as storms, floods, heat waves, droughts, and/or changing weather factors such as changing temperatures, precipitation, wind, and water levels. Chronic physical impacts from 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 and/or crop yields, which could impact the long-term demand for our products and services. The results of climate change or droughts may also affect the water levels of certain waterways used in our supply chain network or availability of water (including water use restrictions) for use in our operations. Freshwater availability is critical to our operations and our grower customers, but localized challenges can 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 other supply chain delays, depending on the nature of the event. These events may impact the demand for our products, availability and/or cost of transportation and distribution, 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 climate 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 the agriculture industry and our role, strategies and capital allocation decisions relating to the transition to a lower-carbon economy.

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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 the discussions under “Agricultural changes and trends could adversely impact our business”, “Our business may be adversely affected by changing regulations” and “We may fail to meet our GHG emissions and/or other sustainability and climate targets” 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 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 and costly to defend. 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, industrial espionage, terrorist attacks, damage or loss of information due to viruses, ransom events, the unintended disclosure of confidential information and/or personally identifiable information, the misuse or loss of control over computer control systems, power outages, business and/or supply chain disruptions, and related breaches (intentional or otherwise).

Targeted attacks on our systems (or on systems of third parties that we rely on), failure or non-availability of key information or operations technology systems (whether our own systems or systems of third parties that we rely on), 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 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

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 an expanding 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; conflicting cultural practices and business practices; increased government regulation of the economy and/or state ownership of enterprises; changes in tax or royalty laws and regulations; labor disruptions; forced divestitures or changes to or nullification of existing agreements, mining permits or leases; political and economic instability in areas in which we operate or elsewhere, including the possibility for civil unrest, military or political conflicts, inflation (including volatile and/or high inflation levels), supply chain disruptions 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, limitations on the repatriation of earnings and exchange controls (including, but not limited to those in Argentina), international trade sanctions, embargoes, barriers or other restrictions; restrictions on monetary distributions; public health crises, 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, operating results, or the value of our assets located in such countries.

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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 practices. Our Code, 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 attract and retain talent and/or develop the right organizational culture and resources which could have an adverse effect on our business

Our ability to attract and retain qualified top talent, including for skillsets that are in high demand in certain regions, 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. Our 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 and developing 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 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 the media and in social media, which has made it easier for individuals and groups to share their opinions of us and our activities, whether accurate or not, which could damage our reputation.

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 attracting and retaining talent, 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 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, biodiversity, and product stewardship responsibilities. Underperformance due to weak market fundamentals or business issues, inadequate communication, engagement and/or collaboration with our stakeholders, perception gaps between consumers and the agriculture industry, inadequate management of climate change, biodiversity, or other environmental or social 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 and/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.

We may be unable to access sufficient, cost-effective or timely transportation, distribution, and storage of our products or our supply chains may be disrupted which could have an adverse effect on our business

We rely on dependable and efficient transportation services, the disruption of which could result in difficulties supplying materials to our facilities and/or impair our ability to deliver products to customers in a timely manner. We rely on railroad, trucking, pipeline, access to navigable rivers and waterways, 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.

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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, supply chain interruptions, adverse weather or other environmental events (including high or low river water conditions and others related to climate change), explosions, fires or other unexpected outages, 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, deliberate sabotage and terrorist incidents, labor difficulties and shortages, 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.

If certain key raw materials, parts and/or supplies used in our processing operations are not available, our business could be disrupted. Certain factors which may impact the availability of raw materials and supplies are out of our control including, but not limited to, disruptions resulting from weather, economic conditions, geopolitical factors, regulatory instability and changes to tariffs, manufacturing delays or disruptions at suppliers’ facilities or supplier operations, shortage of materials, interruption of energy supply, epidemics, pandemics, or other such crises, and unavailable or poor supplier credit conditions.

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

Our operations are subject to hazardous safety, health and environmental risks inherent in mining, manufacturing, transportation, storage and distribution of chemical fertilizers, and other chemical products, including ammonia and anhydrous hydrogen fluoride, which are highly toxic and corrosive. These risks include: incidents relating to operation of equipment and exposure by personnel to thermal, electrical, mechanical, chemical, gravitational, pneumatic and hydraulic operations, maintenance activities and road transportation/travel; underground water inflows at our potash mines; explosions; fires; severe weather and natural disasters; train derailments and 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; civil unrest; 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; contact with electrical conductors; hazards associated with reclamation activities inclusive of work around bodies of water; and work at height

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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. While it is difficult to predict if, when or to what degree such inflows could occur, we are able to better predict and prepare for mine-threatening inflows with the use of 3D seismic and accompanying mining guidance standards. At our Saskatchewan potash mines, we experienced water inflows that are being monitored and managed, as appropriate. An increase to the frequency and/or significance of 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 identify, proactively mitigate 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 civil and/or criminal liabilities arising out of personal injuries or death, operational interruptions, regulatory intervention, such as stop work orders, citations, restrictions or other enforcement actions, and shutdown or abandonment of affected facilities. Preventing or responding to incidents 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 an environmental incident could impact the biodiversity, water resources, and related ecosystems near our operations, cause personal injury and significant environmental damage, and result in significant fines or penalties. Such incidents could also adversely impact our operations, financial performance or reputation.

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

We 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 an absolute or intensity basis (including the ability to maintain such GHG emission reductions into the future) 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 our GHG emissions reduction targets; 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 our GHG emissions reduction target.

With 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 various sustainability commitments, performance goals and climate and sustainability 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 realize expected operating rates; 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; production mix; 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 and sustainability strategies and technologies as planned or in the event that such strategies or technologies do not perform as expected, or production mix, operating rates and conditions are not as expected, we may be unable to meet our GHG emissions reduction targets or goals or other ESG, climate and sustainability targets on the current timelines, or at all. In addition, the costs associated with achieving our GHG emissions reduction targets and other climate and sustainability targets could be significant, and could require significant capital expenditures and resources, potentially including the acquisition of technology, 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. There is also a risk that some or all of the expected benefits and opportunities of achieving the various GHG emissions reduction, climate and other sustainability goals, including as a result of a transition project or technology acquisition, may fail to materialize within the anticipated time periods or at all.

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Failure to achieve our emissions, climate or sustainability targets could have a negative impact on our reputation, business, cash flows, results of operations, and on our access to, and cost of, capital.

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

As part of our digital transformation, we are implementing 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 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 which 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

Adverse weather conditions and/or seasonality may impact demand for our products or delay grower purchases

Our business and our customers are impacted by weather patterns and conditions including storms, floods, heat waves, droughts and other events. 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.

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. Adverse weather conditions could also impact transportation of fertilizer, which could disrupt our ability to deliver our products to our customers and growers on a timely basis. 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.

Additionally, our business is seasonal and varies based on several factors, including application rates, weather, soil conditions and crop mix. Growers tend to apply crop nutrients during short application periods, such as in the spring, before planting, and in the fall after harvest. As a result, the strongest demand for our products typically occurs during the spring and fall seasons. In contrast, we and other crop nutrient producers generally produce our products throughout the year, and, as a result, we generally build inventories during the low demand periods of the year to provide timely product availability during the peak sales seasons.

If sales significantly differ from our projections, our profitability, inventory levels, working capital, or liquidity may be negatively impacted. The degree of seasonality of our business can change significantly from year to year due to global weather patterns, conditions in the agriculture industry and other factors.

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 13 collective bargaining agreements are subject to expiry and renegotiation in 2024. We have three collective bargaining agreements that remain under renegotiation. 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. In any of those circumstances, 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.

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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 devaluation 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, including inflationary pressures, the level of business activity in the industries that use our products, weather conditions and forecasts, competitors’ actions, trade sanctions, international events, such as the conflict in the Middle East and the current war between Ukraine and Russia, lingering impacts from the COVID-19 pandemic, 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 generally benefit from relatively low North American natural gas prices, which 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 those regions an 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 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 and interest rate fluctuations. 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 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, including our Nutrien Financial product offerings. 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 extend trade credit and guarantee the financing for some of our growers and customers to purchase our products (and, in some cases, for extended periods of time). We may experience material financial losses in the event of customer payment default for our products or services (including Nutrien Financial) and/or financial derivative transactions. Increases in the prices of crop nutrients may exacerbate this risk.

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We may incur non-cash charges affecting our consolidated financial statements if our assets or goodwill become impaired

We have significant investments in long-lived assets to be held and used and goodwill, and continually review the carrying amount of these assets for recoverability, considering changes in market conditions and if other events or circumstances indicate that their carrying amount may not be recoverable. If our long-lived assets or goodwill are determined to be impaired in the future, we may be required to record non-cash charges in our consolidated statement of earnings during the period in which the impairment is determined, which could be significant and have an adverse effect on our results of operations. We have, in the past, and may in the future, be required to write down the value of our goodwill or other long-lived assets, and such future writedowns could be material. See Notes 13 and 14 of the 2023 Consolidated Financial Statements for further information related to writedowns in 2023.

We also carry our inventories at the lower of cost and net realizable value. A decrease in forecasted prices of key production inputs could result in a writedown of our inventory, when the carrying amount exceeds net realizable value. Periods of a prolonged elevated commodity price environment increase the potential that prices could subsequently decrease rapidly. Other factors that could impact our estimates of net realizable value include inventory levels, global nutrient capacities, crop price trends, climate change initiatives and changes in regulations and standards employed. Any such writedown could have an adverse effect on our results of operations and the value of our assets.

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.

Our insurance coverage may not adequately cover our losses

Nutrien maintains various insurance policies, including property, business interruption and liability insurance policies, but we are not fully insured against all potential hazards, perils and/or risks pertaining to our business. As a result, we may incur significant liability for which our insurance may not fully compensate or for which we may not have coverage, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. Insurance policies are generally renewed on an annual basis and are subject to various deductibles, exclusions and conditions that could limit the nature of indemnification available to us. Insurance market conditions can change our premiums, limits, self-retentions and/or deductibles for certain insurance policies, and in some instances, the availability of some insurance coverage may be reduced or become unavailable entirely. Many factors are taken into consideration that could lead us to decide to increase our self-retentions or 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 43-101 – Standards 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. There are varying levels of certainty of the mineral reserves and mineral resources estimates, depending on sampling and geophysical imaging and, consequently, these estimates may not be representative of actual resources. Mineral reserves and mineral resources estimates may require revision (either up or down) based on new data. 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.

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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:

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.

As at February 22, 2024, 494,563,180 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.

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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 does 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.

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, Inc. (“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 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 weaken the obligor’s capacity to meet its financial commitments 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 commitments on the obligation is satisfactory.

S&P’s stable outlook on Nutrien’s credit ratings means that the ratings are not likely to change (generally up to two years).

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Moody’s ¹

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.

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 2023, 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 2023 on a monthly basis:

8.2 Prior Sales

During the year ended December 31, 2023, Nutrien issued 683,814 common shares pursuant to the exercise and settlement of outstanding share-based compensation award plans. During 2023, Nutrien also granted 301,168 stock options under its stock option plan. See Note 5 and Note 23 of the 2023 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.

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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 22, 2024, 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, 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.

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