All amounts are in US dollars except as otherwise noted Nutrien Ltd. announced today its third quarter 2021 results, with net earnings of $726 million . Third-quarter adjusted net earnings 1 were $1.38 per share and adjusted EBITDA 1 was $1.6 billion. “Nutrien delivered record earnings in the third quarter driven by the decisive actions we made across our business units and leveraging our competitive advantages to ...

All amounts are in US dollars except as otherwise noted

Nutrien Ltd. (TSX and NYSE: NTR) announced today its third quarter 2021 results, with net earnings of $726 million ($1.25 diluted earnings per share). Third-quarter adjusted net earnings 1 were $1.38 per share and adjusted EBITDA 1 was $1.6 billion.

"Nutrien delivered record earnings in the third quarter driven by the decisive actions we made across our business units and leveraging our competitive advantages to benefit from strong market fundamentals. The results demonstrate our ability to efficiently and reliably deliver crop inputs and services to our customers amid global supply uncertainties, and we remain focused on our essential role to support global food security and sustainable food production," commented Mayo Schmidt, Nutrien's President and CEO.

"We are raising full-year 2021 adjusted earnings guidance and expect this positive momentum to continue into 2022. We expect to generate significant free cash flow and to meaningfully strengthen our balance sheet through debt reduction, providing flexibility to deliver on future growth opportunities and return cash to shareholders," added Mr. Schmidt.

Highlights:

  • Nutrien generated record adjusted EBITDA of $4.7 billion and free cash flow 1 of $2.8 billion in the first nine months of 2021. We repurchased 2.4 million shares in the third quarter of 2021 and expect to reduce long-term debt by approximately $2 billion over the next six months.
  • Nutrien raised full-year 2021 adjusted EBITDA and adjusted net earnings per share 1 guidance to $6.9 to $7.1 billion and $5.85 to $6.10 per share. We expect strong demand for crop inputs in the fourth quarter and tight global fertilizer supply and demand fundamentals to carry into 2022.
  • Nutrien Ag Solutions ("Retail") delivered record adjusted EBITDA in the third quarter and first nine months of 2021 with 80 percent and 32 percent increases respectively compared to the same periods in 2020. Our Retail business delivered double digit revenue growth, which combined with the benefits of strategic procurement and proprietary products growth resulted in adjusted EBITDA margins increasing to 11 percent in the first nine months of 2021.

    Retail normalized comparable store sales 1 reached 5 percent in the first nine months of 2021 while rolling four quarter adjusted EBITDA per US selling location 1 was $1.4 million. Sales through our digitally-enabled retail platform were approximately $1.9 billion in the first nine months of 2021 and we are beginning to roll out the interface in Australia. We announced five transactions in Brazil since the start of 2020 and expect to generate over 30 percent of our Retail adjusted EBITDA from regions outside of the US in 2021.
  • Potash adjusted EBITDA increased 131 percent in the third quarter of 2021 and increased 74 percent in the first nine months of 2021 compared to the same periods in 2020. We achieved record sales volumes in the first nine months of 2021 due to our capability to quickly ramp up production from our flexible, low-cost network of six mines and expect to surge production to an annualized run-rate of 17 million tonnes during the fourth quarter.
  • Nitrogen adjusted EBITDA was 173 percent higher in the third quarter of 2021 and increased 70 percent in the first nine months of 2021 compared to the same periods in 2020. In the third quarter of 2021, we completed phase 1 of our nitrogen brownfield expansion projects and anticipate to fully benefit from this expanded capacity in 2022, which is expected to generate attractive returns on investment. We also started a second phase of brownfield projects that is expected to add approximately 500,000 tonnes of annualized, low-cost and environmentally efficient production capacity over the next few years. We progressed previously announced decarbonization projects that are expected to reduce CO 2 equivalent emissions by approximately one million tonnes by the end of 2023.
  • Phosphate adjusted EBITDA increased 193 percent in the third quarter of 2021 and 104 percent in the first nine months of 2021 compared to the same periods in 2020.

1 This financial measure, including related guidance, is a non-IFRS financial measure. See the "Non-IFRS Financial Measures" section for further information.

Management's Discussion and Analysis

The following management's discussion and analysis ("MD&A") is the responsibility of management and is dated as of November 1, 2021. The Board of Directors ("Board") of Nutrien carries out its responsibility for review of this disclosure principally through its audit committee, comprised exclusively of independent directors. The audit committee reviews and, prior to its publication approves this disclosure pursuant to the authority delegated to it by the Board. The term "Nutrien" refers to Nutrien Ltd. and the terms "we", "us", "our", "Nutrien" and "the Company" refer to Nutrien and, as applicable, Nutrien and its direct and indirect subsidiaries on a consolidated basis. Additional information relating to Nutrien (which, except as otherwise noted, is not incorporated by reference herein), including our 2020 Annual Report dated February 18, 2021, which includes our annual audited consolidated financial statements and MD&A, and our Annual Information Form, each for the year ended December 31, 2020, can be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov . No update is provided to the disclosure in our annual MD&A except for material information since the date of our annual MD&A. The Company is a foreign private issuer under the rules and regulations of the US Securities and Exchange Commission ("SEC").

This MD&A is based on and should be read in conjunction with the Company's unaudited interim condensed consolidated financial statements as at and for the three and nine months ended September 30, 2021 ("interim financial statements") based on International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board and prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" unless otherwise noted. This MD&A contains certain non-IFRS financial measures and forward-looking statements which are described in the "Non-IFRS Financial Measures" and the "Forward-Looking Statements" sections, respectively.

Market Outlook

Agriculture and Retail

  • Global grain and oilseed inventory is well below historic levels and crop prices and grower margins remain strong, which is supportive of crop input spending in key regions where we operate.
  • The North American harvest progressed ahead of historic levels and grower sentiment is positive, which supported a strong start to the fall application season in most regions. We expect growers to maximize planted acreage and yields in 2022 as projected US grower corn and soybean margins are approximately 60 percent and 35 percent, respectively, above 10-year average levels.
  • Brazilian growers are expected to increase total plantings by 5 to 7 million acres due to record grower profitability and are planting soybeans at an above-average pace due to supportive rainfalls. This is expected to result in higher crop input spending through the growing season.
  • Growers in Australia started harvesting winter crops and we expect them to benefit from the combination of above-average yields and high prices for crops like wheat, barley and canola.
  • The availability of crop inputs, including fertilizer and certain herbicides, has been impacted by global production and supply-chain issues. Nutrien is strategically positioned to cover fall commitments and expects limited impact to its crop protection product availability in the first half of 2022.

Crop Nutrient Markets

  • Global potash prices continue to increase in all key spot markets driven by record global demand and strong grower margins. We maintain our 2021 global shipment forecast between 69 and 71 million tonnes.
  • Global supply of potash is tight caused by competitor mine flooding, new project delays and a limited ability of most producers to meaningfully increase production. US and European sanctions imposed on Belarus are causing additional supply concerns due to potential impacts to vessel chartering and transaction execution in US dollars. Potash inventories remain below historic levels in key markets with China accessing strategic reserves. Nutrien remains committed to providing a reliable supply for our customers through our world-class distribution network, including Canpotex.
  • Soaring energy prices in Europe and China triggered nitrogen capacity shutdowns and reduced operating rates, rapidly tightening global nitrogen supply and shifting trade flows. Furthermore, the Chinese government ordered fertilizer producers to halt exports until June 2022, which is expected to significantly reduce Chinese urea and phosphate trade volumes.
  • Phosphate prices have been supported by the expected reduction in supply from China due to export restrictions and reduced US supply, compounded by tight inventories as a result of robust demand throughout 2021.

Financial Outlook and Guidance

Based on market factors detailed above, we are raising full-year 2021 adjusted EBITDA guidance to $6.9 to $7.1 billion from $6.0 to $6.4 billion and full-year 2021 adjusted net earnings guidance to $5.85 to $6.10 per share from $4.60 to $5.10 per share.

All guidance numbers, including those noted above are outlined in the table below. Refer to page 57 of Nutrien's 2020 Annual Report for related assumptions and sensitivities.

2021 Guidance Ranges 1

Low

High

Adjusted net earnings per share 2

$

5.85

$

6.10

Adjusted EBITDA (billions) 2

$

6.9

$

7.1

Retail Adjusted EBITDA (billions)

$

1.75

$

1.80

Potash Adjusted EBITDA (billions)

$

2.65

$

2.75

Nitrogen Adjusted EBITDA (billions)

$

2.3

$

2.4

Phosphate Adjusted EBITDA (millions)

$

490

$

540

Potash sales tonnes (millions) 3

13.6

13.9

Nitrogen sales tonnes (millions) 3

10.7

10.9

Depreciation and amortization (billions)

$

1.9

$

2.0

Effective tax rate on adjusted earnings

24

%

25

%

Sustaining capital expenditures (billions) 2

$

1.15

$

1.25

1 See the "Forward-Looking Statements" section.

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

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

Consolidated Results

Three Months Ended September 30

Nine Months Ended September 30

(millions of US dollars)

2021

2020

% Change

2021

2020

% Change

Sales 1

6,024

4,227

43

20,445

16,856

21

Freight, transportation and distribution

220

204

8

653

653

-

Cost of goods sold

3,639

3,004

21

13,589

12,129

12

Gross margin 1

2,165

1,019

112

6,203

4,074

52

Expenses 1

1,108

1,741

(36)

3,249

3,575

(9)

Net earnings (loss)

726

(587)

n/m

1,972

143

n/m

Adjusted EBITDA 2

1,642

670

145

4,663

2,899

61

Cash (used in) provided by operating activities

(1,565)

(685)

128

249

545

(54)

Free cash flow ("FCF") 2

862

280

208

2,751

1,634

68

FCF including changes in non-cash operating working capital 2

(1,890)

(888)

113

(544)

34

n/m

1 Certain immaterial figures have been reclassified for the three and nine months ended September 30, 2020.

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

Net earnings and adjusted EBITDA increased significantly in the third quarter and first nine months of 2021 compared to the same periods in 2020 due to higher net realized selling prices across our nutrient businesses, higher potash sales volumes and earnings growth in Nutrien Ag Solutions ("Retail"), as well as, the non-cash impairment in the third quarter of 2020 that was primarily related to our phosphate business. Cash flow from operating activities decreased in the third quarter and first nine months of 2021 compared to the same periods in 2020 due to higher working capital requirements associated with much higher sales and higher value of fertilizers, while free cash flow increased by over $1 billion in the first nine months of 2021. The COVID-19 pandemic had a limited impact on our results during the third quarter and first nine months of 2021.

Segment Results

Our discussion of segment results set out on the following pages is a comparison of the results for the three and nine months ended September 30, 2021 to the results for the three and nine months ended September 30, 2020, unless otherwise noted.

Nutrien Ag Solutions ("Retail")

Three Months Ended September 30

(millions of US dollars, except

Dollars

Gross Margin

Gross Margin (%)

as otherwise noted)

2021

2020

% Change

2021

2020

% Change

2021

2020

Sales

Crop nutrients

1,194

780

53

246

179

37

21

23

Crop protection products

1,469

1,328

11

374

256

46

25

19

Seed

140

103

36

56

27

107

40

26

Merchandise

265

234

13

44

37

19

17

16

Nutrien Financial 1

54

36

50

54

36

50

100

100

Services and other 1

276

296

(7)

194

183

6

70

62

Nutrien Financial elimination 2

(51)

(35)

46

(51)

(35)

46

100

100

3,347

2,742

22

917

683

34

27

25

Cost of goods sold

2,430

2,059

18

Gross margin

917

683

34

Expenses 1, 3

808

691

17

Earnings (loss) before finance costs and taxes ("EBIT")

109

(8)

n/m

Depreciation and amortization

182

170

7

EBITDA / Adjusted EBITDA

291

162

80

1 Certain immaterial figures have been reclassified for the three months ended September 30, 2020.

2 Represents elimination for the interest and service fees charged by Nutrien Financial to Retail branches.

3 Includes selling expenses of $746 million (2020 – $669 million).

Nine Months Ended September 30

(millions of US dollars, except

Dollars

Gross Margin

Gross Margin (%)

as otherwise noted)

2021

2020

% Change

2021

2020

% Change

2021

2020

Sales

Crop nutrients

5,255

4,092

28

1,169

894

31

22

22

Crop protection products

5,220

4,774

9

1,137

960

18

22

20

Seed

1,819

1,638

11

362

305

19

20

19

Merchandise

763

703

9

127

116

9

17

17

Nutrien Financial 1

138

92

50

138

92

50

100

100

Services and other 1

784

951

(18)

617

567

9

79

60

Nutrien Financial elimination

(123)

(83)

48

(123)

(83)

48

100

100

13,856

12,167

14

3,427

2,851

20

25

23

Cost of goods sold

10,429

9,316

12

Gross margin

3,427

2,851

20

Expenses 1, 2

2,467

2,206

12

EBIT

960

645

49

Depreciation and amortization

528

488

8

EBITDA

1,488

1,133

31

Adjustments 3

9

-

n/m

Adjusted EBITDA

1,497

1,133

32

1 Certain immaterial figures have been reclassified for the nine months ended September 30, 2020.

2 Includes selling expenses of $2,276 million (2020 – $2,068 million).

3 See Note 2 to the interim financial statements.

  • Adjusted EBITDA increased in the third quarter and first nine months of 2021 due to significantly higher sales and gross margin. Higher sales were achieved through market share growth and strong agriculture fundamentals. Gross margin increased due to improved proprietary product results and from strategic procurement of crop nutrients and crop protection products in a rising price environment. Retail cash operating coverage ratio 1 declined to 59 percent for the rolling four quarters ended September 30, 2021 due to significantly higher gross margin.
  • Crop nutrients sales increased in the third quarter and first nine months of 2021 as a result of record sales volumes and higher selling prices. Gross margin per tonne increased significantly due to strategic purchasing in a rising price environment and higher proprietary product sales. Gross margin percentage decreased slightly in the third quarter of 2021 due to the magnitude of per tonne selling price increases but was slightly higher in the first nine months of 2021.
  • Crop protection products sales increased in the third quarter and first nine months of 2021 due to higher selling prices, market share growth and higher proprietary product sales. The reliability of our supply chain and strategic procurement allowed us to deliver on strong grower demand and generate higher gross margin percentages.
  • Seed sales increased in the third quarter and first nine months of 2021 due to strategic acquisitions in Brazil, strong grower purchasing in the US and higher planted acreage in key regions where we operate. Gross margin percentage increased in the third quarter and first nine-months of 2021 due to the timing and mix of seed sales and a greater proportion of higher margin proprietary product sales.
  • Merchandise sales and gross margin percentage increased in the third quarter and first nine months of 2021 primarily driven by strong grower and rancher purchasing in Australia.
  • Nutrien Financial sales increased in the third quarter and first nine months of 2021 due to higher utilization and adoption of our programs, including from the expansion of Nutrien Financial into Australia in the fourth quarter of 2020. At the end of the third quarter of 2021 net receivables in the programs were $2.8 billion, an increase of $1.1 billion compared to the same time last year, while net credit loss was minimal in the first nine months of 2021 and 2020 due to strong credit evaluation and collection.
  • Services and other sales decreased in the third quarter and first nine months of 2021 compared to the same periods in 2020 due to the divestiture of an Australian livestock export business in the fourth quarter of 2020, which more than offset higher US custom application sales. Despite the change in revenue mix, gross margin increased and the impact to gross margin percentage was favorable for both the third quarter and first nine months of 2021.

1 This financial measure is a non-IFRS financial measure. See the "Non-IFRS Financial Measures" section for further information

Potash

Three Months Ended September 30

(millions of US dollars, except

Dollars

Tonnes (thousands)

Average per Tonne

as otherwise noted)

2021

2020

% Change

2021

2020

% Change

2021

2020

% Change

Manufactured product

Net sales

North America

483

252

92

1,515

1,426

6

319

176

81

Offshore

705

339

108

2,276

2,252

1

310

151

105

1,188

591

101

3,791

3,678

3

313

161

94

Cost of goods sold

372

303

23

98

83

18

Gross margin - total

816

288

183

215

78

176

Expenses 1

146

84

74

Depreciation and amortization

35

34

2

EBIT

670

204

228

Gross margin excluding depreciation

Depreciation and amortization

131

124

6

and amortization - manufactured 2

250

112

123

EBITDA

801

328

144

Potash cash cost of product

Adjustments 3

7

22

(68)

manufactured 2

66

53

25

Adjusted EBITDA

808

350

131

1 Includes provincial mining taxes of $128 million (2020 – $58 million).

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

3 See Note 2 to the interim financial statements.

Nine Months Ended September 30

(millions of US dollars, except

Dollars

Tonnes (thousands)

Average per Tonne

as otherwise noted)

2021

2020

% Change

2021

2020

% Change

2021

2020

% Change

Manufactured product

Net sales

North America

1,141

709

61

4,157

3,774

10

275

188

46

Offshore

1,475

987

49

6,412

6,396

-

230

154

49

2,616

1,696

54

10,569

10,170

4

248

167

49

Cost of goods sold

980

878

12

93

87

7

Gross margin - total

1,636

818

100

155

80

94

Expenses 1

333

199

67

Depreciation and amortization

35

32

9

EBIT

1,303

619

111

Gross margin excluding depreciation

Depreciation and amortization

371

329

13

and amortization - manufactured

190

112

69

EBITDA

1,674

948

77

Potash cash cost of product

Adjustments 2

9

22

(59)

manufactured

61

55

11

Adjusted EBITDA

1,683

970

74

1 Includes provincial mining taxes of $293 million (2020 – $161 million).

2 See Note 2 to the interim financial statements.

  • Adjusted EBITDA increased in the third quarter and first nine months of 2021 due to higher net realized selling prices and record sales volumes in the first nine months of 2021.
  • Sales volumes increased in the third quarter and first nine months of 2021 and were the highest of any first nine-month period on record underpinned by the reliable supply from our flexible, low-cost network of six mines and integrated transportation and logistics system.
  • Net realized selling price increased in the third quarter and first nine months of 2021 due to strong global demand supported by higher crop prices and impacts to global supply caused by competitor outages and project delays.
  • Cost of goods sold per tonne in the third quarter and first nine months of 2021 increased primarily due to a stronger Canadian dollar, the timing of mine maintenance activity and higher royalties resulting from increased selling prices.

Canpotex Sales by Market

(percentage of sales volumes, except as

Three Months Ended September 30

Nine Months Ended September 30

otherwise noted)

2021

2020

Change

2021

2020

Change

Latin America

48

36

12

38

33

5

Other Asian markets 1

28

20

8

35

25

10

India

9

14

(5)

6

13

(7)

China

7

23

(16)

11

22

(11)

Other markets

8

7

1

10

7

3

100

100

100

100

1 All Asian markets except China and India.

Nitrogen

Three Months Ended September 30

(millions of US dollars, except

Dollars

Tonnes (thousands)

Average per Tonne

as otherwise noted)

2021

2020

% Change

2021

2020

% Change

2021

2020

% Change

Manufactured product

Net sales

Ammonia

368

105

250

721

546

32

509

193

164

Urea

316

193

64

659

766

(14)

480

251

91

Solutions, nitrates and sulfates

289

143

102

1,141

1,091

5

253

131

93

973

441

121

2,521

2,403

5

386

184

110

Cost of goods sold

591

392

51

234

164

43

Gross margin - manufactured

382

49

680

152

20

660

Gross margin - other 1

24

9

167

Depreciation and amortization

50

55

(9)

Gross margin - total

406

58

600

Gross margin excluding depreciation

(Income) expenses

(1)

21

n/m

and amortization - manufactured

202

75

171

EBIT

407

37

1,000

Ammonia controllable cash cost of

Depreciation and amortization

125

131

(5)

product manufactured 2

53

47

13

EBITDA

532

168

217

Adjustments 3

-

27

(100)

Adjusted EBITDA

532

195

173

1 Includes other nitrogen (including ESN® and Rainbow) and purchased products and is comprised of net sales of $128 million (2020 – $99 million) less cost of goods sold of $104 million (2020 – $90 million).

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

3 See Note 2 to the interim financial statements.

Nine Months Ended September 30

(millions of US dollars, except

Dollars

Tonnes (thousands)

Average per Tonne

as otherwise noted)

2021

2020

% Change

2021

2020

% Change

2021

2020

% Change

Manufactured product

Net sales

Ammonia

874

464

88

2,129

2,048

4

411

227

81

Urea

911

703

30

2,235

2,622

(15)

407

268

52

Solutions, nitrates and sulfates

743

500

49

3,526

3,451

2

211

145

46

2,528

1,667

52

7,890

8,121

(3)

320

205

56

Cost of goods sold

1,628

1,344

21

206

165

25

Gross margin - manufactured

900

323

179

114

40

185

Gross margin - other 1

72

40

80

Depreciation and amortization

52

56

(7)

Gross margin - total

972

363

168

Gross margin excluding depreciation

(Income) expenses

(1)

29

n/m

and amortization - manufactured

166

96

73

EBIT

973

334

191

Ammonia controllable cash cost of

Depreciation and amortization

409

453

(10)

product manufactured

52

44

18

EBITDA

1,382

787

76

Adjustments 2

5

27

(81)

Adjusted EBITDA

1,387

814

70

1 Includes other nitrogen (including ESN® and Rainbow) and purchased products and is comprised of net sales of $512 million (2020 – $404 million) less cost of goods sold of $440 million (2020 – $364 million).

2 See Note 2 to the interim financial statements.

  • Adjusted EBITDA increased in the third quarter and first nine months of 2021 primarily due to higher net realized selling prices which more than offset higher natural gas costs.
  • Sales volumes increased in the third quarter of 2021 due to strong market demand and higher availability from our facility in Trinidad. Sales volumes in the first nine months of 2021 decreased compared to the same period in 2020 due to more planned turnaround activity, temporary production outages and lower inventory volumes at the beginning of 2021 compared to the same period in 2020.
  • Net realized selling price in the third quarter and first nine months of 2021 was higher due to higher benchmark prices resulting from the strength in global agriculture markets, a recovery in industrial nitrogen demand, global production outages and higher energy prices in key nitrogen exporting regions.
  • Cost of goods sold per tonne increased during the third quarter and first nine months of 2021 due to higher natural gas costs, production outages at our lower-cost North American facilities and a stronger Canadian dollar.

Natural Gas Prices in Cost of Production

Three Months Ended September 30

Nine Months Ended September 30

(US dollars per MMBtu, except as otherwise noted)

2021

2020

% Change

2021

2020

% Change

Overall gas cost excluding realized derivative impact

4.77

2.18

119

3.92

2.17

81

Realized derivative impact

0.01

0.06

(83)

0.02

0.06

(67)

Overall gas cost

4.78

2.24

113

3.94

2.23

77

Average NYMEX

4.01

1.98

103

3.18

1.88

69

Average AECO

2.83

1.62

75

2.48

1.54

61

  • Natural gas prices in our cost of production increased in the third quarter and first nine months of 2021 as a result of higher North American gas index prices and increased gas costs in Trinidad, where our gas prices are linked to ammonia benchmark prices.

Phosphate

Three Months Ended September 30

(millions of US dollars, except

Dollars

Tonnes (thousands)

Average per Tonne

as otherwise noted)

2021

2020

% Change

2021

2020

% Change

2021

2020

% Change

Manufactured product

Net sales

Fertilizer

269

172

56

428

542

(21)

628

317

98

Industrial and feed

132

94

40

192

166

16

689

563

22

401

266

51

620

708

(12)

648

375

73

Cost of goods sold

300

268

12

484

379

28

Gross margin - manufactured

101

(2)

n/m

164

(4)

n/m

Gross margin - other 1

7

1

600

Depreciation and amortization

63

85

(26)

Gross margin - total

108

(1)

n/m

Gross margin excluding depreciation

Expenses

12

782

(98)

and amortization - manufactured

227

81

181

EBIT

96

(783)

n/m

Depreciation and amortization

39

60

(35)

EBITDA

135

(723)

n/m

Adjustments 2

-

769

(100)

Adjusted EBITDA

135

46

193

1 Includes other phosphate and purchased products and is comprised of net sales of $47 million (2020 – $26 million) less cost of goods sold of $40 million (2020 – $25 million).

2 See Note 2 to the interim financial statements.

Nine Months Ended September 30

(millions of US dollars, except

Dollars

Tonnes (thousands)

Average per Tonne

as otherwise noted)

2021

2020

% Change

2021

2020

% Change

2021

2020

% Change

Manufactured product

Net sales

Fertilizer

731

491

49

1,331

1,582

(16)

549

310

77

Industrial and feed

365

304

20

577

551

5

633

552

15

1,096

795

38

1,908

2,133

(11)

575

373

54

Cost of goods sold

853

779

9

448

366

22

Gross margin - manufactured

243

16

n/m

127

7

n/m

Gross margin - other 1

15

4

275

Depreciation and amortization

59

84

(30)

Gross margin - total

258

20

n/m

Gross margin excluding depreciation

Expenses

26

799

(97)

and amortization - manufactured

186

91

104

EBIT

232

(779)

n/m

Depreciation and amortization

112

179

(37)

EBITDA

344

(600)

n/m

Adjustments 2

-

769

(100)

Adjusted EBITDA

344

169

104

1 Includes other phosphate and purchased products and is comprised of net sales of $140 million (2020 – $87 million) less cost of goods sold of $125 million (2020 – $83 million).

2 See Note 2 to the interim financial statements.

  • Adjusted EBITDA increased in the third quarter and first nine months of 2021 due to higher net realized selling prices which more than offset higher raw material costs and lower sales volumes.
  • Sales volumes were lower in the third quarter of 2021 due to the timing of sales and a greater proportion of certain fertilizer and industrial products with a higher P 2 O 5 content. Sales volumes in the first nine months of 2021 were also impacted by lower inventory volumes at the beginning of 2021 compared to the same period in 2020.
  • Net realized selling price increased in the third quarter and first nine months of 2021 as a result of higher fertilizer benchmark prices driven by robust global phosphate demand, tight inventories and higher global raw material costs. Industrial and feed prices also increased in the third quarter and first nine months of 2021, but to a lesser extent than fertilizer, due to a lag in price realizations relative to spot prices.
  • Cost of goods sold per tonne increased in the third quarter and first nine months of 2021 due to significantly higher raw material input costs and a favorable non-cash inventory adjustment in the third quarter of 2020, partially offset by lower depreciation and amortization. Results for the first nine months of 2020 were also impacted by a $46 million favorable change in estimate related to an asset retirement obligation recorded in the second quarter of 2020.

Corporate and Others

(millions of US dollars, except as otherwise

Three Months Ended September 30

Nine Months Ended September 30

noted)

2021

2020

% Change

2021

2020

% Change

Sales 1

-

23

(100)

-

70

(100)

Cost of goods sold

-

20

(100)

-

63

(100)

Gross margin

-

3

(100)

-

7

(100)

Selling expenses

(9)

(4)

125

(24)

(17)

41

General and administrative expenses

58

66

(12)

182

191

(5)

Share-based compensation expense

64

29

121

125

9

n/m

Impairment of assets

-

5

(100)

-

5

(100)

Other expenses

30

67

(55)

141

154

(8)

EBIT

(143)

(160)

(11)

(424)

(335)

27

Depreciation and amortization

12

15

(20)

34

41

(17)

EBITDA

(131)

(145)

(10)

(390)

(294)

33

Adjustments 2

89

74

20

232

92

152

Adjusted EBITDA

(42)

(71)

(41)

(158)

(202)

(22)

1 Primarily relates to our non-core Canadian business that was sold in 2020.

2 See Note 2 to the interim financial statements.

  • Share-based compensation expense was higher in the third quarter and first nine months of 2021 compared to the same periods in 2020 due to an increase in our share price. We also had a higher number of share-based awards that vested in 2021.
  • Other expenses were lower in the third quarter and first nine months of 2021 compared to the same periods in 2020 due to lower information technology project related costs and lower foreign exchange losses. This was partially offset by additional cloud computing related expenses recognized in the first nine months of 2021 from our change in accounting policy (refer to Note 3 to the interim financial statements).

Eliminations

Eliminations of gross margin between operating segments in the third quarter of 2021 were $(82) million compared to $(12) million for the third quarter of 2020 and $(90) million in the first nine months of 2021 compared to a $15 million gross margin recovery for the same period in 2020. Eliminations increased due to higher margin inventories held by our Retail segment. Eliminations are not part of the Corporate and Others segment.

Finance Costs, Income Tax Expense (Recovery) and Other Comprehensive (Loss) Income

(millions of US dollars, except as otherwise

Three Months Ended September 30

Nine Months Ended September 30

noted)

2021

2020

% Change

2021

2020

% Change

Finance costs

122

129

(5)

367

401

(8)

Income tax expense (recovery)

209

(264)

n/m

615

(45)

n/m

Other comprehensive (loss) income

(79)

71

n/m

6

(86)

n/m

  • Finance costs in the third quarter and first nine months of 2021 were lower compared to the same periods in 2020 due to lower interest rates and a lower short-term debt balance, more than offsetting a higher long-term debt balance resulting from the $1.5 billion in notes issued in the second quarter of 2020.
  • Income tax expense in the third quarter and first nine months of 2021 was higher as a result of higher earnings before income taxes compared to the same periods in 2020. Income tax recoveries were recorded in 2020 due to an impairment of assets and discrete tax recoveries related to US legislative changes.
  • Other comprehensive (loss) income is primarily driven by changes in the currency translation of our foreign operations and our investment in Sinofert Holdings Ltd. ("Sinofert"). The Australian dollar depreciated as at September 30, 2021 relative to June 30, 2021 and December 31, 2020 levels which led to translation losses in the third quarter and first nine months of 2021. This was partially offset by an increase in the fair value of our investment in Sinofert.

Liquidity and Capital Resources

Sources and Uses of Liquidity

We continued to manage our capital in accordance with our capital allocation strategy. We believe that our internally generated cash flow, supplemented by available borrowings under our existing financing sources, if necessary, will be sufficient to meet our anticipated capital expenditures and other cash requirements for the foreseeable future. Refer to the "Capital Structure and Management" section for details on our existing long-term debt and credit facilities.

Sources and Uses of Cash

(millions of US dollars, except as otherwise

Three Months Ended September 30

Nine Months Ended September 30

noted)

2021

2020

% Change

2021

2020

% Change

Cash (used in) provided by operating activities

(1,565)

(685)

128

249

545

(54)

Cash used in investing activities

(523)

(356)

47

(1,342)

(1,209)

11

Cash provided by financing activities

757

85

791

117

465

(75)

Effect of exchange rate changes on cash and cash equivalents

(20)

6

n/m

(35)

(7)

400

Decrease in cash and cash equivalents

(1,351)

(950)

42

(1,011)

(206)

391

Cash (used in)
provided by
operating activities

  • Higher cash used in operating activities in the third quarter of 2021 and lower cash provided by operating activities in the first nine months of 2021 compared to the same periods in 2020 were due to higher seasonal working capital requirements offsetting higher earnings due to strong demand for crop inputs and tight fertilizer supply.

Cash used in
investing activities

  • Higher cash used in investing activities in the third quarter and first nine months of 2021 was due to an increase in capital expenditures caused by higher turnaround and maintenance activities, and nitrogen brownfield expansion costs compared to the same periods in 2020.

Cash provided by
financing activities

  • Higher cash provided by financing activities for the third quarter of 2021 compared to the same period in 2020 was due to increased commercial paper drawdowns to temporarily finance working capital requirements.
  • Lower cash provided by financing activities for the first nine months of 2021 was due to the issuance of $1.5 billion of notes and a note repayment of $500 million in the same period in 2020 with no similar activities in 2021. This was offset by increased commercial paper drawdowns in the first nine months of 2021.

Financial Condition Review

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

As at

(millions of US dollars, except as otherwise noted)

September 30, 2021

December 31, 2020

$ Change

% Change

Assets

Cash and cash equivalents

443

1,454

(1,011)

(70)

Receivables

6,911

3,626

3,285

91

Inventories

4,674

4,930

(256)

(5)

Prepaid expenses and other current assets

654

1,460

(806)

(55)

Other assets

679

914

(235)

(26)

Liabilities and Equity

Short-term debt

1,255

159

1,096

689

Payables and accrued charges

6,930

8,058

(1,128)

(14)

Share capital

15,818

15,673

145

1

Retained earnings

7,735

6,606

1,129

17

  • Explanations for changes in Cash and cash equivalents are in the "Sources and Uses of Cash" section.
  • Receivables increased due to higher sales across all of our segments. This was a result of increased crop nutrient net realized selling prices and strong demand for crop inputs, seasonal Retail sales and higher Retail vendor rebates receivables. Certain income tax receivables previously classified as non-current are currently realizable within one year.
  • Inventories decreased due to the seasonality of our Retail segment. Generally, we carry higher inventory levels at year-end and during the early part of the year in preparation for the upcoming planting and application seasons. Throughout the year, inventory levels decrease as we sell to our customers. As at September 30, 2021, we held higher than average levels of inventory compared to the same period in 2020 due to the higher cost to produce or purchase inventory and held higher volumes of Retail inventory to meet anticipated demand.
  • Prepaid expenses and other current assets decreased due to the drawdown of prepaid inventory where Retail typically prepays for products at year-end and takes possession of inventory throughout the year.
  • Other assets decreased due to a reclassification of certain income tax receivables as current receivables, which will be realized within one year.
  • Short-term debt increased from commercial paper issuances as part of our seasonal working capital management.
  • Payables and accrued charges decreased due to the seasonality of our Retail segment. Similar to the movement of our inventories and prepaid expenses, we generally enter into vendor arrangements at year-end. Throughout the year, we settle our vendor obligations and customer prepayments decrease as drawdowns occur. As at September 30, 2021, we had higher payables balances compared to the same period in 2020 due to rising inventory costs, customer prepayments and higher income tax payable from increased earnings.
  • Share capital increased from exercise of stock options partially offset by shares repurchased.
  • Retained earnings increased as net earnings in the first nine months of 2021 exceeded dividends declared.

Capital Structure and Management

Principal Debt Instruments

As part of the normal course of business, we closely monitor our liquidity position. We use a combination of cash generated from operations and short-term and long-term debt to finance our operations. We were in compliance with our debt covenants and did not have any changes to our credit ratings in the nine months ended September 30, 2021.

As at September 30, 2021

Outstanding and Committed

(millions of US dollars)

Rate of Interest (%)

Total Facility Limit

Short-term debt

Long-term debt

Credit facilities

Unsecured revolving term credit facility

n/a

4,500

-

-

Uncommitted revolving demand facility

n/a

500

-

-

Other credit facilities 1

1.8 - 11.4

635

128

156

Other short-term debt

n/a

88

-

Commercial Paper

0.2 - 0.3

1,039

-

Total

1,255

156

1 Other credit facilities are unsecured and consist of South American facilities with debt of $261 million and interest rates ranging from 1.8 percent to 11.4 percent and other facilities with debt of $23 million and interest rates ranging from 2.3 percent to 3.9 percent.

We also have a commercial paper program, which is limited to the availability of backup funds under the $4,500 million unsecured revolving term credit facility and excess cash invested in highly liquid securities.

We extended the maturity date of the unsecured revolving term credit facility from 2023 to 2026 in the second quarter of 2021. There was no change to the total facility limit or the significant agreement terms from those we disclosed in our 2020 Annual Report.

Our long-term debt consists primarily of notes. See the "Capital Structure and Management" section of our 2020 Annual Report for information on balances, rates and maturities for our notes. We expect to reduce our long-term debt by approximately $2 billion in the next six months by using cash on hand and proceeds from the issuance of commercial paper.

Outstanding Share Data

As at October 29, 2021

Common shares

570,785,966

Options to purchase common shares

7,182,599

For more information on our capital structure and management, see Note 24 to our 2020 annual financial statements.

Quarterly Results

(millions of US dollars, except as otherwise noted)

Q3 2021

Q2 2021

Q1 2021

Q4 2020

Q3 2020

Q2 2020

Q1 2020

Q4 2019

Sales 1

6,024

9,763

4,658

4,052

4,227

8,431

4,198

3,462

Net earnings (loss)

726

1,113

133

316

(587)

765

(35)

(48)

Net earnings (loss) attributable to equity holders of Nutrien

717

1,108

127

316

(587)

765

(35)

(48)

Adjusted EBITDA

1,642

2,215

806

768

670

1,721

508

664

Net earnings (loss) per share attributable to equity holders of Nutrien

Basic

1.26

1.94

0.22

0.55

(1.03)

1.34

(0.06)

(0.08)

Diluted

1.25

1.94

0.22

0.55

(1.03)

1.34

(0.06)

(0.08)

1 Certain immaterial figures have been reclassified in the first three quarters of 2020.

Seasonality in our business results from increased demand for products during the planting season. Crop input sales are generally higher in the spring and fall application seasons. Crop nutrient inventories are normally accumulated leading up to each application season. Our cash collections generally occur after the application season is complete, while customer prepayments made to us are concentrated in December and January and inventory prepayments paid to our suppliers are typically concentrated in the period from November to January. Feed and industrial sales are more evenly distributed throughout the year.

In the third quarter of 2020, earnings were impacted by an $823 million non-cash impairment of assets primarily in the Phosphate segment as a result of lower forecasted global phosphate prices. In the fourth quarter of 2020, earnings were impacted by a $250 million net gain on disposal of our investment in Misr Fertilizers Production Company S.A.E. ("MOPCO").

Critical Accounting Estimates

Our significant accounting policies are disclosed in our 2020 Annual Report. We have discussed the development, selection and application of our key accounting policies, and the critical accounting estimates and assumptions they involve, with the audit committee of the Board. Our critical accounting estimates are discussed on page 53 of our 2020 Annual Report. There were no significant changes in the nine months ended September 30, 2021 to our critical accounting estimates.

Controls and Procedures

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, and National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings . Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with IFRS. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

There has been no change in our internal control over financial reporting during the three months ended September 30, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Forward-Looking Statements

Certain statements and other information included in this document, including within the "Financial Outlook and Guidance" section, constitute "forward-looking information" or "forward-looking statements" (collectively, "forward-looking statements") under applicable securities laws (such statements are often accompanied by words such as "anticipate", "forecast", "expect", "believe", "may", "will", "should", "estimate", "intend" or other similar words). All statements in this document, other than those relating to historical information or current conditions, are forward-looking statements, including, but not limited to: Nutrien's business strategies, plans, prospects and opportunities; Nutrien's full-year guidance, including expectations regarding our adjusted net earnings per share and adjusted EBITDA (consolidated and by segment); expectations regarding our growth and capital allocation intentions and strategies; capital spending expectations for 2021; expectations regarding our ability to reduce our long term debt; expectations regarding performance of our operating segments in 2021, including our operating segment market outlooks and market conditions for 2021, and the anticipated supply and demand for our products and services, expected market and industry conditions with respect to crop nutrient application rates, planted acres, crop mix, prices and the impact of import and export volumes; Nutrien's ability to develop innovative and sustainable solutions; the negotiation of sales contracts; expected benefits from our brownfield expansion projects; and acquisitions and divestitures. These forward-looking statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from such forward-looking statements. As such, undue reliance should not be placed on these forward-looking statements.

All of the forward-looking statements are qualified by the assumptions that are stated or inherent in such forward-looking statements, including the assumptions referred to below and elsewhere in this document. Although we believe that these assumptions are reasonable, having regard to our experience and our perception of historical trends, this list is not exhaustive of the factors that may affect any of the forward-looking statements and the reader should not place an undue reliance on these assumptions and such forward-looking statements. Current conditions, economic and otherwise, render assumptions, although reasonable when made, subject to greater uncertainty. The additional key assumptions that have been made include, among other things, assumptions with respect to our ability to successfully complete, integrate and realize the anticipated benefits of our already completed and future acquisitions and divestitures, and that we will be able to implement our standards, controls, procedures and policies in respect of any acquired businesses and to realize the expected synergies; that future business, regulatory and industry conditions will be within the parameters expected by us, including with respect to prices, margins, demand, supply, product availability, supplier agreements, availability and cost of labor and interest, exchange and effective tax rates; assumptions with respect to global economic conditions and the accuracy of our market outlook expectations for 2021 and in the future; our expectations regarding the impacts, direct and indirect, of the COVID-19 pandemic on our business, customers, business partners, employees, supply chain, other stakeholders and the overall economy; the adequacy of our cash generated from operations and our ability to access our credit facilities or capital markets for additional sources of financing; our ability to identify suitable candidates for acquisitions and divestitures and negotiate acceptable terms; our ability to maintain investment grade ratings and achieve our performance targets; our ability to successfully negotiate sales contracts; and our ability to successfully implement new initiatives and programs.

Events or circumstances that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: general global economic, market and business conditions; failure to complete announced and future acquisitions or divestitures at all or on the expected terms and within the expected timeline; climate change and weather conditions, including impacts from regional flooding and/or drought conditions; crop planted acreage, yield and prices; the supply and demand and price levels for our products; governmental and regulatory requirements and actions by governmental authorities, including changes in government policy (including tariffs, trade restrictions and climate change initiatives), government ownership requirements, changes in environmental, tax and other laws or regulations and the interpretation thereof; political risks, including civil unrest, actions by armed groups or conflict and malicious acts including terrorism; the occurrence of a major environmental or safety incident; innovation and cybersecurity risks related to our systems, including our costs of addressing or mitigating such risks; counterparty and sovereign risk; delays in completion of turnarounds at our major facilities; interruptions of or constraints in availability of key inputs, including natural gas and sulfur; any significant impairment of the carrying amount of certain assets; risks related to reputational loss; certain complications that may arise in our mining processes; the ability to attract, engage and retain skilled employees and strikes or other forms of work stoppages; the COVID-19 pandemic, including variants of the COVID-19 virus and the efficiency and distribution of vaccines, and its resulting effects on economic conditions, restrictions imposed by public health authorities or governments, including government-imposed vaccine mandates, fiscal and monetary responses by governments and financial institutions and disruptions to global supply chains; and other risk factors detailed from time to time in Nutrien reports filed with the Canadian securities regulators and the SEC in the United States.

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

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

Terms and Definitions

For the definitions of certain financial and non-financial terms used in this document, as well as a list of abbreviated company names and sources, see the "Terms and Definitions" section of our 2020 Annual Report. All references to per share amounts pertain to diluted net earnings (loss) per share, "n/m" indicates information that is not meaningful, and all financial amounts are stated in millions of US dollars, unless otherwise noted.

About Nutrien

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

Selected financial data for download can be found in our data tool at www.nutrien.com/investors/interactive-datatool
Such data is not incorporated by reference herein.

Nutrien will host a Conference Call on Tuesday, November 2, 2021 at 10:00 am Eastern Time.

Appendix A - Selected Additional Financial Data

Selected Retail measures

Three Months Ended September 30

Nine Months Ended September 30

2021

2020

2021

2020

Proprietary products margin as a percentage of product line margin (%)

Crop nutrients

26

33

24

27

Crop protection products

41

43

41

40

Seed

48

n/m

45

43

All products 1

27

24

27

27

Crop nutrients sales volumes (tonnes - thousands)

North America

1,112

1,159

7,729

7,683

International

898

741

2,833

2,364

Total

2,010

1,900

10,562

10,047

Crop nutrients selling price per tonne

North America

602

413

510

423

International

585

407

464

356

Total

595

411

498

407

Crop nutrients gross margin per tonne

North America

147

116

127

102

International

95

61

67

47

Total

124

94

111

89

1 Certain immaterial figures have been reclassified for the three months ended September 30, 2020.

Financial performance measures

2021

Retail adjusted EBITDA to sales ("Retail adjusted EBITDA margin") (%) 1

11

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

12

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

(1)

Retail cash operating coverage ratio (%) 1, 2

59

Retail normalized comparable store sales (%) 2

5

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

1,362

Nutrien Financial net interest margin (%) 1, 2

6.4

1 Rolling four quarters ended September 30, 2021.

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

Nutrien Financial

As at September 30, 2021

(millions of US dollars)

Current

past due

31-90 days
past due

>90 days
past due

Gross
Receivables

Allowance 1

Net
Receivables

North America

2,351

47

36

62

2,496

(28)

2,468

International

258

15

17

64

354

(2)

352

Nutrien Financial receivables

2,609

62

53

126

2,850

(30)

2,820

1 Bad debt expense on the above receivables for the nine months ended September 30, 2021 was $9 million (2020 - $20 million) in the Retail segment.

Selected Nitrogen measures

Three Months Ended September 30

Nine Months Ended September 30

2021

2020

2021

2020

Sales volumes (tonnes - thousands)

Fertilizer

1,320

1,426

4,450

5,010

Industrial and feed

1,201

977

3,440

3,111

Net sales (millions of US dollars)

Fertilizer

533

280

1,503

1,108

Industrial and feed

440

161

1,025

559

Net selling price per tonne

Fertilizer

404

196

338

221

Industrial and feed

366

166

298

180

Production measures

Three Months Ended September 30

Nine Months Ended September 30

2021

2020

2021

2020

Potash production (Product tonnes - thousands)

3,199

3,430

10,149

9,811

Potash shutdown weeks 1

10

4

14

38

Ammonia production - total 2

1,414

1,413

4,355

4,479

Ammonia production - adjusted 2, 3

856

1,009

2,863

3,067

Ammonia operating rate (%) 3

77

91

87

93

P 2 O 5 production (P 2 O 5 tonnes - thousands)

384

354

1,109

1,083

P 2 O 5 operating rate (%)

90

83

87

85

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

2 All figures are provided on a gross production basis in thousands of product tonnes.

3 Excludes Trinidad and Joffre.

Appendix B - Non-IFRS Financial Measures

We use both IFRS and certain non-IFRS financial measures to assess performance. Non-IFRS financial measures are numerical measures of a company's historical or future financial performance, financial position or cash flow that are not specified, defined or determined under IFRS, and are not presented in our interim financial statements. Non-IFRS measures either exclude amounts that are included in, or include amounts that are excluded from, the most directly comparable measure specified, defined or determined in accordance with IFRS. In evaluating these measures, investors should consider that the methodology applied in calculating such measures may differ among companies and analysts.

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

The following section outlines our non-IFRS financial measures, their definitions, and why management uses each measure. It includes reconciliations to the most directly comparable IFRS measures. Except as otherwise described herein, our non-IFRS financial measures are calculated on a consistent basis from period to period and are adjusted for specific items in each period, as applicable. As non-recurring or unusual items arise, we generally exclude these items in our calculation of the applicable non-IFRS financial measure.

Adjusted EBITDA (Consolidated)

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

Definition: Adjusted EBITDA is calculated as net earnings (loss) before finance costs, income taxes, depreciation and amortization, certain integration and restructuring related costs, share-based compensation, impairment of assets, certain foreign exchange gain/loss (net of related derivatives), COVID-19 related expenses, cloud computing transition adjustment, loss on disposal of business, and net gain on disposal of investment in MOPCO. COVID-19 related expenses primarily consist of increased cleaning and sanitization costs, the purchase of personal protective equipment, discretionary supplemental employee costs and costs related to construction delays from access limitations and other government restrictions. Cloud computing transition adjustment relates to cloud computing costs in prior years that no longer qualify for capitalization based on an agenda decision issued by the IFRS Interpretations Committee in April 2021. In 2021, we amended our calculation of adjusted EBITDA to adjust for the impact of restructuring and related costs and cloud computing transition adjustment. There were no similar expenses in the comparative period.

Why we use the measure and why it is useful to investors: It is not impacted by long-term investment and financing decisions, but rather focuses on the performance of our day-to-day operations. It provides a measure of our ability to service debt and to meet other payment obligations.

Three Months Ended September 30

Nine Months Ended September 30

(millions of US dollars)

2021

2020

2021

2020

Net earnings (loss)

726

(587)

1,972

143

Finance costs

122

129

367

401

Income tax expense (recovery)

209

(264)

615

(45)

Depreciation and amortization

489

500

1,454

1,490

EBITDA

1,546

(222)

4,408

1,989

Integration and restructuring related costs

8

10

47

38

Share-based compensation expense

64

29

125

9

Impairment of assets

7

823

12

823

COVID-19 related expenses

16

11

34

30

Foreign exchange loss, net of related derivatives

1

13

1

4

Loss on disposal of business

-

6

-

6

Cloud computing transition adjustment

-

-

36

-

Adjusted EBITDA

1,642

670

4,663

2,899

Adjusted EBITDA (Consolidated), Adjusted Net Earnings Per Share and Sustaining Capital Expenditures Guidance

Adjusted EBITDA, adjusted net earnings per share and sustaining capital expenditures guidance are forward-looking non-IFRS financial measures. We do not provide a reconciliation of such forward-looking measures to the most directly comparable financial measures calculated and presented in accordance with IFRS due to unknown variables and the uncertainty related to future results. These unknown variables may include unpredictable transactions of significant value that may be inherently difficult to determine, without unreasonable efforts. Guidance for adjusted EBITDA and adjusted net earnings per share excludes the impacts of integration and restructuring related costs, share-based compensation, certain foreign exchange gain/loss (net of related derivatives), COVID-19 related expenses, and cloud computing transition adjustment. Guidance for sustaining capital expenditures includes anticipated expenditures required to sustain operations at existing levels and includes major repairs and maintenance and plant turnarounds.

Adjusted Net Earnings and Adjusted Net Earnings Per Share

Most directly comparable IFRS financial measure: Net earnings (loss) and net earnings (loss) per share.

Definition: Net earnings (loss) before certain integration and restructuring related costs, share-based compensation, certain foreign exchange gain/loss (net of related derivatives), COVID-19 related expenses (including those recorded under finance costs for managing our liquidity position in response to the COVID-19 pandemic in 2020), cloud computing transition adjustment, loss on disposal of business, net gain on disposal of investment in MOPCO and impairment of assets, net of tax. We generally apply the annual forecasted effective tax rate to our adjustments during the year and, at year-end, we apply the actual effective tax rate. If the effective tax rate is significantly different from our forecasted effective tax rate due to adjustments or discrete tax impacts, we apply a tax rate that excludes those items. For material adjustments, we apply a tax rate specific to the adjustment. In 2021, we amended our calculation of adjusted net earnings to adjust for the impact of restructuring and related costs and cloud computing transition adjustment. There were no similar expenses in the comparative period.

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

Three Months Ended
September 30, 2021

Nine Months Ended
September 30, 2021

Per

Per

(millions of US dollars, except as otherwise

Increases

Diluted

Increases

Diluted

noted)

(Decreases)

Post-Tax

Share

(Decreases)

Post-Tax

Share

Net earnings attributable to equity holders of Nutrien

717

1.25

1,952

3.41

Adjustments:

Integration and restructuring related costs

8

6

0.01

47

35

0.06

Share-based compensation expense

64

48

0.09

125

94

0.16

Impairment of assets

7

5

0.01

12

9

0.02

COVID-19 related expenses

16

12

0.02

34

26

0.05

Foreign exchange loss, net of related derivatives

1

1

-

1

1

-

Cloud computing transition adjustment

-

-

-

36

27

0.05

Adjusted net earnings

789

1.38

2,144

3.75

Free Cash Flow and Free Cash Flow Including Changes in Non-Cash Operating Working Capital

Most directly comparable IFRS financial measure: Cash from operations before working capital changes.

Definition: Cash from operations before working capital changes less sustaining capital expenditures. We also calculate a similar measure that includes changes in non-cash operating working capital.

Why we use the measure and why it is useful to investors: For evaluation of liquidity and financial strength. These are also useful as indicators of our ability to service debt, meet other payment obligations and make strategic investments. These do not represent residual cash flow available for discretionary expenditures.

Three Months Ended September 30

Nine Months Ended September 30

(millions of US dollars)

2021

2020

2021

2020

Cash from operations before working capital changes

1,187

483

3,544

2,145

Sustaining capital expenditures

(325)

(203)

(793)

(511)

Free cash flow

862

280

2,751

1,634

Changes in non-cash operating working capital

(2,752)

(1,168)

(3,295)

(1,600)

Free cash flow including changes in non-cash operating working capital

(1,890)

(888)

(544)

34

Potash Cash Cost of Product Manufactured ("COPM")

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

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

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

Three Months Ended September 30

Nine Months Ended September 30

(millions of US dollars, except as otherwise noted)

2021

2020

2021

2020

Total COGS - Potash

372

303

980

878

Change in inventory

(58)

4

(42)

(28)

Other adjustments

(1)

-

(7)

(5)

COPM

313

307

931

845

Depreciation and amortization included in COPM

(101)

(124)

(315)

(305)

Cash COPM

212

183

616

540

Production tonnes (tonnes - thousands)

3,199

3,430

10,149

9,811

Potash cash COPM per tonne

66

53

61

55

Ammonia Controllable Cash COPM

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

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

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

Three Months Ended September 30

Nine Months Ended September 30

(millions of US dollars, except as otherwise noted)

2021

2020

2021

2020

Total COGS - Nitrogen

695

482

2,068

1,708

Depreciation and amortization in COGS

(105)

(113)

(347)

(395)

Cash COGS for products other than ammonia

(380)

(287)

(1,221)

(1,017)

Ammonia

Total cash COGS before other adjustments

210

82

500

296

Other adjustments 1

(36)

(11)

(66)

(46)

Total cash COPM

174

71

434

250

Natural gas and steam costs

(137)

(45)

(329)

(164)

Controllable cash COPM

37

26

105

86

Production tonnes (net tonnes 2 - thousands)

706

557

2,011

1,945

Ammonia controllable cash COPM per tonne

53

47

52

44

1 Includes changes in inventory balances and other adjustments.

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

Gross Margin Excluding Depreciation and Amortization Per Tonne - Manufactured

Most directly comparable IFRS financial measure: Gross margin.

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

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

Retail Adjusted Average Working Capital to Sales and Retail Adjusted Average Working Capital to Sales Excluding Nutrien Financial

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

Definition: Retail adjusted average working capital divided by Retail adjusted sales for the last four rolling quarters. We exclude in our calculations the working capital and sales of certain acquisitions during the first year following the acquisition. We amended our calculation to adjust for the sales of certain recently acquired businesses. We also look at this metric excluding the sales and working capital of Nutrien Financial.

Why we use the measure and why it is useful to investors: To evaluate operational efficiency. A lower or higher percentage represents increased or decreased efficiency, respectively. The metric excluding Nutrien Financial shows the impact that the working capital of Nutrien Financial has on the ratio.

Rolling four quarters ended September 30, 2021

(millions of US dollars, except as otherwise noted)

Q4 2020

Q1 2021

Q2 2021

Q3 2021

Average/Total

Working capital

1,157

1,630

1,348

3,883

Working capital from certain recent acquisitions

-

-

-

-

Adjusted working capital

1,157

1,630

1,348

3,883

2,005

Nutrien Financial working capital

(1,392)

(1,221)

(3,072)

(2,820)

Adjusted working capital excluding Nutrien Financial

(235)

409

(1,724)

1,063

(121)

Sales

2,618

2,972

7,537

3,347

Sales from certain recent acquisitions

-

-

-

-

Adjusted sales

2,618

2,972

7,537

3,347

16,474

Nutrien Financial revenue

(37)

(25)

(59)

(54)

Adjusted sales excluding Nutrien Financial

2,581

2,947

7,478

3,293

16,299

Adjusted average working capital to sales (%)

12

Adjusted average working capital to sales excluding Nutrien Financial (%)

(1)

Nutrien Financial Net Interest Margin

Most directly comparable IFRS financial measure: Nutrien Financial gross margin divided by average Nutrien Financial receivables.

Definition: Nutrien Financial revenue less deemed interest expense divided by average Nutrien Financial receivables outstanding for the last four rolling quarters.

Why we use the measure and why it is useful to investors: Used by credit rating agencies and other users to evaluate financial performance of Nutrien Financial.

Rolling four quarters ended September 30, 2021

(millions of US dollars, except as otherwise noted)

Q4 2020

Q1 2021

Q2 2021

Q3 2021

Total/Average

Nutrien Financial revenue

37

25

59

54

Deemed interest expense 1

(14)

(6)

(8)

(10)

Net interest

23

19

51

44

137

Average Nutrien Financial receivables

1,392

1,221

3,072

2,820

2,126

Nutrien Financial net interest margin (%)

6.4

1 Average borrowing rate applied to the notional debt required to fund the portfolio of receivables from customers monitored and serviced by Nutrien Financial.

Retail Cash Operating Coverage Ratio

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

Definition: Retail operating expenses, excluding depreciation and amortization expense, divided by Retail gross margin excluding depreciation and amortization expense in cost of goods sold, for the last four rolling quarters.

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

Rolling four quarters ended September 30, 2021

(millions of US dollars, except as otherwise noted)

Q4 2020

Q1 2021

Q2 2021

Q3 2021

Total

Operating expenses 1

768

721

938

808

3,235

Depreciation and amortization in operating expenses

(177)

(175)

(166)

(180)

(698)

Operating expenses excluding depreciation and amortization

591

546

772

628

2,537

Gross margin

885

652

1,858

917

4,312

Depreciation and amortization in cost of goods sold

3

2

3

2

10

Gross margin excluding depreciation and amortization

888

654

1,861

919

4,322

Cash operating coverage ratio (%)

59

1 Includes Retail expenses below gross margin including selling expenses, general and administrative expenses and other (income) expenses.

Retail Adjusted EBITDA per US Selling Location

Most directly comparable IFRS financial measure: Retail US adjusted EBITDA.

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

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

Rolling four quarters ended September 30, 2021

(millions of US dollars, except as otherwise noted)

Q4 2020

Q1 2021

Q2 2021

Q3 2021

Total

Adjusted US EBITDA

177

29

847

146

1,199

Adjustments for acquisitions

(5)

Adjusted US EBITDA adjusted for acquisitions

1,194

Number of US selling locations adjusted for acquisitions

877

Adjusted EBITDA per US selling location (thousands of US dollars)

1,362

Retail Normalized Comparable Store Sales

Most directly comparable IFRS financial measure: Retail sales from comparable base as a component of total Retail sales.

Definition: Prior year comparable store sales adjusted for published potash, nitrogen and phosphate benchmark prices and foreign exchange rates used in the current year. We retain sales of closed locations in the comparable base if the closed location is in close proximity to an existing location, unless we plan to exit the market area or are unable to economically or logistically serve it. We do not adjust for temporary closures, expansions or renovations of stores.

Why we use the measure and why it is useful to investors: To evaluate sales growth by adjusting for fluctuations in commodity prices and foreign exchange rates. Includes locations we have owned for more than 12 months.

Nine Months Ended September 30

(millions of US dollars, except as otherwise noted)

2021

Sales from comparable base

Current period

13,671

Prior period 1

11,783

Comparable store sales (%)

16

Prior period normalized for benchmark prices and foreign exchange rates 1

12,988

Normalized comparable store sales (%)

5

1 Restated by $384 million to reflect the impacts of the Australian livestock export business divestiture and a change in revenue recognition treatment as a result of certain contract term revisions.

Condensed Consolidated Financial Statements

Unaudited in millions of US dollars except as otherwise noted

Condensed Consolidated Statements of Earnings (Loss)

Three Months Ended

Nine Months Ended

September 30

September 30

Note

2021

2020

2021

2020

Note 1

Note 1

SALES

2

6,024

4,227

20,445

16,856

Freight, transportation and distribution

220

204

653

653

Cost of goods sold

3,639

3,004

13,589

12,129

GROSS MARGIN

2,165

1,019

6,203

4,074

Selling expenses

749

676

2,287

2,081

General and administrative expenses

110

107

329

312

Provincial mining taxes

128

58

293

163

Share-based compensation expense

64

29

125

9

Impairment of assets

2

7

823

12

823

Other expenses

3

50

48

203

187

EARNINGS (LOSS) BEFORE FINANCE COSTS AND INCOME TAXES

1,057

(722)

2,954

499

Finance costs

122

129

367

401

EARNINGS (LOSS) BEFORE INCOME TAXES

935

(851)

2,587

98

Income tax expense (recovery)

4

209

(264)

615

(45)

NET EARNINGS (LOSS)

726

(587)

1,972

143

Attributable to

Equity holders of Nutrien

717

(587)

1,952

143

Non-controlling interest

9

-

20

-

NET EARNINGS (LOSS)

726

(587)

1,972

143

NET EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO EQUITY HOLDERS OF NUTRIEN ("EPS")

Basic

1.26

(1.03)

3.42

0.25

Diluted

1.25

(1.03)

3.41

0.25

Weighted average shares outstanding for basic EPS

570,627,000

569,146,000

570,216,000

569,818,000

Weighted average shares outstanding for diluted EPS

572,224,000

569,146,000

571,735,000

569,818,000

Condensed Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended

Nine Months Ended

September 30

September 30

(Net of related income taxes)

2021

2020

2021

2020

NET EARNINGS (LOSS)

726

(587)

1,972

143

Other comprehensive (loss) income

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

Net actuarial gain on defined benefit plans

-

-

-

3

Net fair value gain (loss) on investments

46

(4)

116

(25)

Items that have been or may be subsequently reclassified to net earnings (loss):

(Loss) gain on currency translation of foreign operations

(124)

69

(129)

(52)

Other

(1)

6

19

(12)

OTHER COMPREHENSIVE (LOSS) INCOME

(79)

71

6

(86)

COMPREHENSIVE INCOME (LOSS)

647

(516)

1,978

57

Attributable to

Equity holders of Nutrien

638

(516)

1,959

57

Non-controlling interest

9

-

19

-

COMPREHENSIVE INCOME (LOSS)

647

(516)

1,978

57

(See Notes to the Condensed Consolidated Financial Statements)

Condensed Consolidated Statements of Cash Flows

Three Months Ended

Nine Months Ended

September 30

September 30

Note

2021

2020

2021

2020

OPERATING ACTIVITIES

Net earnings (loss)

726

(587)

1,972

143

Adjustments for:

Depreciation and amortization

489

500

1,454

1,490

Share-based compensation expense

64

29

125

9

Impairment of assets

2

7

823

12

823

Recovery of deferred income tax

(87)

(161)

(97)

(99)

Cloud computing transition adjustment

3

-

-

36

-

Other long-term assets, liabilities and miscellaneous

(12)

(121)

42

(221)

Cash from operations before working capital changes

1,187

483

3,544

2,145

Changes in non-cash operating working capital:

Receivables

(266)

692

(3,101)

(1,455)

Inventories

130

407

193

1,153

Prepaid expenses and other current assets

(133)

(77)

865

936

Payables and accrued charges

(2,483)

(2,190)

(1,252)

(2,234)

CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES

(1,565)

(685)

249

545

INVESTING ACTIVITIES

Capital expenditures 1

(474)

(285)

(1,215)

(1,014)

Business acquisitions, net of cash acquired

(30)

(43)

(70)

(216)

Other

(19)

(28)

(57)

21

CASH USED IN INVESTING ACTIVITIES

(523)

(356)

(1,342)

(1,209)

FINANCING ACTIVITIES

Transaction costs related to debt

-

-

(7)

(15)

Proceeds from short-term debt, net

1,040

397

1,037

601

Proceeds from long-term debt

81

14

89

1,520

Repayment of long-term debt

-

-

(5)

(507)

Repayment of principal portion of lease liabilities

(78)

(69)

(242)

(203)

Dividends paid to Nutrien's shareholders

6

(261)

(257)

(779)

(771)

Repurchase of common shares

6

(148)

-

(150)

(160)

Issuance of common shares

125

-

188

-

Other

(2)

-

(14)

-

CASH PROVIDED BY FINANCING ACTIVITIES

757

85

117

465

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

(20)

6

(35)

(7)

DECREASE IN CASH AND CASH EQUIVALENTS

(1,351)

(950)

(1,011)

(206)

CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD

1,794

1,415

1,454

671

CASH AND CASH EQUIVALENTS – END OF PERIOD

443

465

443

465

Cash and cash equivalents comprised of:

Cash

315

328

315

328

Short-term investments

128

137

128

137

443

465

443

465

SUPPLEMENTAL CASH FLOWS INFORMATION

Interest paid

81

85

319

334

Income taxes paid

212

27

356

92

Total cash outflow for leases

91

78

299

266

1 Includes additions to property, plant and equipment and intangible assets for the three months ended September 30, 2021 of $445 and $29 (2020 - $266 and $19), respectively, and for the nine months ended September 30, 2021 of $1,148 and $67 (2020 - $927 and $87), respectively.

(See Notes to the Condensed Consolidated Financial Statements)

Condensed Consolidated Statements of Changes in Shareholders' Equity

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

Net

Actuarial

Loss on

Equity

Net Fair Value

Gain on

Currency

Holders

Non-

Number of

(Loss) Gain

Defined

Translation

of

Controlling

Common

Share

Contributed

on

Benefit

of Foreign

Total

Retained

Nutrien

Interest

Total

Shares

Capital

Surplus

Investments

Plans 1

Operations

Other

AOCI

Earnings

(Note 1)

(Note 1)

Equity

BALANCE – DECEMBER 31, 2019

572,942,809

15,771

248

(29)

-

(204)

(18)

(251)

7,101

22,869

38

22,907

Net earnings

-

-

-

-

-

-

-

-

143

143

-

143

Other comprehensive (loss) income

-

-

-

(25)

3

(52)

(12)

(86)

-

(86)

-

(86)

Shares repurchased (Note 6)

(3,832,580)

(105)

(55)

-

-

-

-

-

-

(160)

-

(160)

Dividends declared

-

-

-

-

-

-

-

-

(770)

(770)

-

(770)

Effect of share-based

compensation including

issuance of common shares

35,706

1

10

-

-

-

-

-

-

11

-

11

Transfer of net loss on

cash flow hedges

-

-

-

-

-

-

13

13

-

13

-

13

Transfer of net actuarial gain

on defined benefit plans

-

-

-

-

(3)

-

-

(3)

3

-

-

-

BALANCE – SEPTEMBER 30, 2020

569,145,935

15,667

203

(54)

-

(256)

(17)

(327)

6,477

22,020

38

22,058

BALANCE – DECEMBER 31, 2020

569,260,406

15,673

205

(36)

-

(62)

(21)

(119)

6,606

22,365

38

22,403

Net earnings

-

-

-

-

-

-

-

-

1,952

1,952

20

1,972

Other comprehensive income (loss)

-

-

-

116

-

(128)

19

7

-

7

(1)

6

Shares repurchased (Note 6)

(2,460,097)

(68)

(46)

-

-

-

-

-

(36)

(150)

-

(150)

Dividends declared

-

-

-

-

-

-

-

-

(786)

(786)

-

(786)

Non-controlling interest transactions

-

-

-

-

-

-

-

-

(1)

(1)

(14)

(15)

Effect of share-based

compensation including

issuance of common shares

4,166,620

213

(12)

-

-

-

-

-

-

201

-

201

Transfer of net gain on

cash flow hedges

-

-

-

-

-

-

(10)

(10)

-

(10)

-

(10)

Share cancellation (Note 6)

(210,173)

-

-

-

-

-

-

-

-

-

-

-

BALANCE – SEPTEMBER 30, 2021

570,756,756

15,818

147

80

-

(190)

(12)

(122)

7,735

23,578

43

23,621

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

(See Notes to the Condensed Consolidated Financial Statements)

Condensed Consolidated Balance Sheets

September 30

December 31

As at

Note

2021

2020

2020

Note 1

Note 1

ASSETS

Current assets

Cash and cash equivalents

443

465

1,454

Receivables

6,911

5,087

3,626

Inventories

4,674

3,829

4,930

Prepaid expenses and other current assets

654

500

1,460

12,682

9,881

11,470

Non-current assets

Property, plant and equipment

19,704

19,308

19,660

Goodwill

12,220

12,179

12,198

Other intangible assets

2,349

2,352

2,388

Investments

682

809

562

Other assets

679

742

914

TOTAL ASSETS

48,316

45,271

47,192

LIABILITIES

Current liabilities

Short-term debt

1,255

1,644

159

Current portion of long-term debt

46

-

14

Current portion of lease liabilities

281

230

249

Payables and accrued charges

6,930

5,239

8,058

8,512

7,113

8,480

Non-current liabilities

Long-term debt

10,094

10,041

10,047

Lease liabilities

896

847

891

Deferred income tax liabilities

4

3,043

3,053

3,149

Pension and other post-retirement benefit liabilities

451

446

454

Asset retirement obligations and accrued environmental costs

1,523

1,575

1,597

Other non-current liabilities

176

138

171

TOTAL LIABILITIES

24,695

23,213

24,789

SHAREHOLDERS' EQUITY

Share capital

6

15,818

15,667

15,673

Contributed surplus

147

203

205

Accumulated other comprehensive loss

(122)

(327)

(119)

Retained earnings

7,735

6,477

6,606

Equity holders of Nutrien

23,578

22,020

22,365

Non-controlling interest

43

38

38

TOTAL SHAREHOLDERS' EQUITY

23,621

22,058

22,403

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

48,316

45,271

47,192

(See Notes to the Condensed Consolidated Financial Statements)

Notes to the Condensed Consolidated Financial Statements

As at and for the Three and Nine Months Ended September 30, 2021

NOTE 1 BASIS OF PRESENTATION

Nutrien Ltd. (collectively with its subsidiaries, known as "Nutrien", "we", "us", "our" or "the Company") is the world's largest provider of crop inputs and services. Nutrien plays a critical role in helping growers around the globe increase food production in a sustainable manner.

These unaudited interim condensed consolidated financial statements ("interim financial statements") are based on International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board and have been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting". The accounting policies and methods of computation used in preparing these interim financial statements are consistent with those used in the preparation of our 2020 annual consolidated financial statements except as disclosed in Note 3. These interim financial statements include the accounts of Nutrien and its subsidiaries; however, they do not include all disclosures normally provided in annual consolidated financial statements and should be read in conjunction with our 2020 annual consolidated financial statements.

Certain immaterial 2020 figures have been reclassified in the condensed consolidated statements of earnings, condensed consolidated statements of changes in shareholders' equity, condensed consolidated balance sheets and segment information.

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

We prepare our interim financial statements in accordance with IFRS, which requires us to make judgments, assumptions and estimates in applying accounting policies. We have assessed our accounting estimates and other matters that require the use of forecasted financial information for the impacts arising from the novel coronavirus ("COVID-19") pandemic. The future assessment of these estimates, including expectations about the severity, duration and scope of the COVID-19 pandemic, could differ materially in future reporting periods. As a result of the COVID-19 pandemic, we incurred directly attributable and incremental COVID-19 related expenses in other expenses (Note 3).

These interim financial statements were authorized by the audit committee of the Board of Directors for issue on November 1, 2021.

NOTE 2 SEGMENT INFORMATION

The Company has four reportable operating segments: Nutrien Ag Solutions ("Retail"), Potash, Nitrogen and Phosphate. The Retail segment distributes crop nutrients, crop protection products, seed and merchandise, and it provides services directly to growers through a network of farm centers in North America, South America and Australia. The Potash, Nitrogen and Phosphate segments are differentiated by the chemical nutrient contained in the products that each produce.

Three Months Ended September 30, 2021

Corporate

Retail

Potash

Nitrogen

Phosphate

and Others

Eliminations

Consolidated

Sales

– third party

3,336

1,188

1,037

463

-

-

6,024

– intersegment

11

107

162

39

-

(319)

-

Sales

– total

3,347

1,295

1,199

502

-

(319)

6,024

Freight, transportation and distribution

-

107

98

54

-

(39)

220

Net sales

3,347

1,188

1,101

448

-

(280)

5,804

Cost of goods sold

2,430

372

695

340

-

(198)

3,639

Gross margin

917

816

406

108

-

(82)

2,165

Selling expenses

746

3

7

2

(9)

-

749

General and administrative expenses

45

1

3

3

58

-

110

Provincial mining taxes

-

128

-

-

-

-

128

Share-based compensation expense

-

-

-

-

64

-

64

Impairment of assets

-

7

-

-

-

-

7

Other expenses (income)

17

7

(11)

7

30

-

50

Earnings (loss) before finance costs and income taxes

109

670

407

96

(143)

(82)

1,057

Depreciation and amortization

182

131

125

39

12

-

489

EBITDA 1

291

801

532

135

(131)

(82)

1,546

Integration and restructuring related costs

-

-

-

-

8

-

8

Share-based compensation expense

-

-

-

-

64

-

64

Impairment of assets

-

7

-

-

-

-

7

COVID-19 related expenses

-

-

-

-

16

-

16

Foreign exchange loss, net of related derivatives

-

-

-

-

1

-

1

Adjusted EBITDA

291

808

532

135

(42)

(82)

1,642

Assets – at September 30, 2021

21,389

12,412

10,464

1,503

3,094

(546)

48,316

1 EBITDA is calculated as net earnings (loss) before finance costs, income taxes, and depreciation and amortization.

Three Months Ended September 30, 2020

Corporate

Retail

Potash

Nitrogen

Phosphate

and Others

Eliminations

Consolidated

Sales

– third party

2,734

634

524

312

23

-

4,227

– intersegment

8

63

103

40

-

(214)

-

Sales

– total

2,742

697

627

352

23

(214)

4,227

Freight, transportation and distribution

-

106

87

60

-

(49)

204

Net sales

2,742

591

540

292

23

(165)

4,023

Cost of goods sold

2,059

303

482

293

20

(153)

3,004

Gross margin

683

288

58

(1)

3

(12)

1,019

Selling expenses

669

3

7

1

(4)

-

676

General and administrative expenses

34

2

3

2

66

-

107

Provincial mining taxes

-

58

-

-

-

-

58

Share-based compensation expense

-

-

-

-

29

-

29

Impairment of assets

-

22

27

769

5

-

823

Other (income) expenses

(12)

(1)

(16)

10

67

-

48

(Loss) earnings before finance costs and income taxes

(8)

204

37

(783)

(160)

(12)

(722)

Depreciation and amortization

170

124

131

60

15

-

500

EBITDA

162

328

168

(723)

(145)

(12)

(222)

Integration and restructuring related costs

-

-

-

-

10

-

10

Share-based compensation expense

-

-

-

-

29

-

29

Impairment of assets

-

22

27

769

5

-

823

COVID-19 related expenses

-

-

-

-

11

-

11

Foreign exchange loss, net of related derivatives

-

-

-

-

13

-

13

Loss on disposal of business

-

-

-

-

6

-

6

Adjusted EBITDA

162

350

195

46

(71)

(12)

670

Assets – at December 31, 2020 ¹

20,526

11,707

10,077

1,388

3,917

(423)

47,192

1 In 2021, certain assets related to transportation, distribution and logistics were reclassified under Corporate and Others as these are centrally managed. Comparative figures have been restated to reflect this change. Depreciation expense related to these assets are allocated to the rest of the segments based on usage.

Nine Months Ended September 30, 2021

Corporate

Retail

Potash

Nitrogen

Phosphate

and Others

Eliminations

Consolidated

Sales

– third party

13,818

2,663

2,740

1,224

-

-

20,445

– intersegment

38

258

629

171

-

(1,096)

-

Sales

– total

13,856

2,921

3,369

1,395

-

(1,096)

20,445

Freight, transportation and distribution

-

305

329

159

-

(140)

653

Net sales

13,856

2,616

3,040

1,236

-

(956)

19,792

Cost of goods sold

10,429

980

2,068

978

-

(866)

13,589

Gross margin

3,427

1,636

972

258

-

(90)

6,203

Selling expenses

2,276

8

22

5

(24)

-

2,287

General and administrative expenses

125

6

8

8

182

-

329

Provincial mining taxes

-

293

-

-

-

-

293

Share-based compensation expense

-

-

-

-

125

-

125

Impairment of assets

-

7

5

-

-

-

12

Other expenses (income)

66

19

(36)

13

141

-

203

Earnings (loss) before finance costs and income taxes

960

1,303

973

232

(424)

(90)

2,954

Depreciation and amortization

528

371

409

112

34

-

1,454

EBITDA

1,488

1,674

1,382

344

(390)

(90)

4,408

Integration and restructuring related costs

8

-

-

-

39

-

47

Share-based compensation expense

-

-

-

-

125

-

125

Impairment of assets

-

7

5

-

-

-

12

COVID-19 related expenses

-

-

-

-

34

-

34

Foreign exchange loss, net of related derivatives

-

-

-

-

1

-

1

Cloud computing transition adjustment

1

2

-

-

33

-

36

Adjusted EBITDA

1,497

1,683

1,387

344

(158)

(90)

4,663

Assets – at September 30, 2021

21,389

12,412

10,464

1,503

3,094

(546)

48,316

Nine Months Ended September 30, 2020

Corporate

Retail

Potash

Nitrogen

Phosphate

and Others

Eliminations

Consolidated

Sales

– third party

12,140

1,798

1,925

923

70

-

16,856

– intersegment

27

191

481

146

-

(845)

-

Sales

– total

12,167

1,989

2,406

1,069

70

(845)

16,856

Freight, transportation and distribution

-

293

335

187

-

(162)

653

Net sales

12,167

1,696

2,071

882

70

(683)

16,203

Cost of goods sold

9,316

878

1,708

862

63

(698)

12,129

Gross margin

2,851

818

363

20

7

15

4,074

Selling expenses

2,068

7

19

4

(17)

-

2,081

General and administrative expenses

102

5

7

7

191

-

312

Provincial mining taxes

-

161

1

-

1

-

163

Share-based compensation expense

-

-

-

-

9

-

9

Impairment of assets

-

22

27

769

5

-

823

Other expenses (income)

36

4

(25)

19

153

-

187

Earnings (loss) before finance costs and income taxes

645

619

334

(779)

(335)

15

499

Depreciation and amortization

488

329

453

179

41

-

1,490

EBITDA

1,133

948

787

(600)

(294)

15

1,989

Integration and restructuring related costs

-

-

-

-

38

-

38

Share-based compensation expense

-

-

-

-

9

-

9

Impairment of assets

-

22

27

769

5

-

823

COVID-19 related expenses

-

-

-

-

30

-

30

Foreign exchange loss, net of related derivatives

-

-

-

-

4

-

4

Loss on disposal of business

-

-

-

-

6

-

6

Adjusted EBITDA

1,133

970

814

169

(202)

15

2,899

Assets – at December 31, 2020

20,526

11,707

10,077

1,388

3,917

(423)

47,192

During the three and nine months ended September 30, 2020, we recorded an impairment to our property, plant and equipment of $545 and $215 at our Aurora and White Springs cash-generating units ("CGUs"), respectively, due to lower long-term forecasted global phosphate prices. The Aurora CGU recoverable value was based on fair value less costs of disposal (a level 3 measurement) using after-tax discounted cash flows (using a five-year projection and a terminal year thereafter to the expected mine life), while the White Springs CGU recoverable value was based on value in use using pre-tax discounted cash flows until the end of the mine life. For additional information relating to the impairment see Note 13 of the 2020 annual consolidated financial statements.

During the nine months ended September 30, 2021, we recorded $12 (2020 – $63) of impairment losses relating to other non-current assets.

Presented below is revenue from contracts with customers disaggregated by product line or geographic location for each reportable segment.

Three Months Ended

Nine Months Ended

September 30

September 30

2021

2020

2021

2020

Retail sales by product line

Crop nutrients

1,194

780

5,255

4,092

Crop protection products

1,469

1,328

5,220

4,774

Seed

140

103

1,819

1,638

Merchandise

265

234

763

703

Nutrien Financial

54

36

138

92

Services and other

276

296

784

951

Nutrien Financial elimination 1

(51)

(35)

(123)

(83)

3,347

2,742

13,856

12,167

Potash sales by geography

Manufactured product

North America

590

358

1,446

1,002

Offshore 2

705

339

1,475

987

1,295

697

2,921

1,989

Nitrogen sales by product line

Manufactured product

Ammonia

401

129

994

576

Urea

339

214

985

780

Solutions, nitrates and sulfates

326

177

852

606

Other nitrogen and purchased products

133

107

538

444

1,199

627

3,369

2,406

Phosphate sales by product line

Manufactured product

Fertilizer

306

216

836

622

Industrial and feed

146

105

405

342

Other phosphate and purchased products

50

31

154

105

502

352

1,395

1,069

1 Represents elimination for the interest and service fees charged by Nutrien Financial to Retail branches.

2 Relates to Canpotex Limited ("Canpotex") (Note 8).

NOTE 3 OTHER EXPENSES (INCOME)

Three Months Ended

Nine Months Ended

September 30

September 30

2021

2020

2021

2020

Integration and restructuring related costs

8

10

47

38

Foreign exchange loss, net of related derivatives

1

14

4

1

Earnings of equity-accounted investees

(21)

(23)

(43)

(46)

Bad debt expense (recovery)

7

(18)

22

9

COVID-19 related expenses

16

11

34

30

Loss on disposal of business

-

6

-

6

Cloud computing transition adjustment

-

-

36

-

Other expenses

39

48

103

149

50

48

203

187

In the second quarter of 2021, the IFRS Interpretations Committee published a final agenda decision clarifying how to recognize certain configuration and customization expenditures related to cloud computing with retrospective application. Costs that do not meet the capitalization criteria should be expensed as incurred. We changed our accounting policy to align with the interpretation and previously capitalized costs that no longer qualify for capitalization were expensed in the current period since they were not material.

NOTE 4 INCOME TAXES

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

Three Months Ended

Nine Months Ended

September 30

September 30

2021

2020

2021

2020

Income tax expense (recovery)

209

(264)

615

(45)

Actual effective tax rate on earnings (loss) (%)

23

26

24

14

Actual effective tax rate including discrete items (%)

22

31

24

(47)

Discrete tax adjustments that impacted the tax rate

(10)

(48)

(13)

(59)

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

Income Tax Assets and Liabilities

Balance Sheet Location

As at September 30, 2021

As at December 31, 2020

Income tax assets

Current

Receivables

343

83

Non-current

Other assets

88

305

Deferred income tax assets

Other assets

233

242

Total income tax assets

664

630

Income tax liabilities

Current

Payables and accrued charges

418

48

Non-current

Other non-current liabilities

43

40

Deferred income tax liabilities

Deferred income tax liabilities

3,043

3,149

Total income tax liabilities

3,504

3,237

NOTE 5 FINANCIAL INSTRUMENTS

Fair Value

Estimated fair values for financial instruments are designed to approximate amounts for which the instruments could be exchanged in a current arm's-length transaction between knowledgeable, willing parties. The valuation policies and procedures for financial reporting purposes are determined by our finance department. There have been no changes to our valuation methods presented in Note 10 of the 2020 annual consolidated financial statements and those valuation methods have been applied in these interim financial statements.

The following table presents our fair value hierarchy for financial instruments carried at fair value on a recurring basis or measured at amortized cost:

September 30, 2021

December 31, 2020

Carrying

Carrying

Financial assets (liabilities) measured at

Amount

Level 1 1

Level 2 1

Level 3

Amount

Level 1 1

Level 2 1

Fair value on a recurring basis

Cash and cash equivalents

443

-

443

-

1,454

-

1,454

Derivative instrument assets

29

-

29

-

45

-

45

Other current financial assets - marketable securities 2

226

32

194

-

161

24

137

Investments at FVTOCI 3

279

269

-

10

153

153

-

Derivative instrument liabilities

(23)

-

(23)

-

(48)

-

(48)

Amortized cost

Current portion of long-term debt

Fixed and floating rate debt

(46)

-

(46)

-

(14)

-

(14)

Long-term debt

Notes and debentures

(9,984)

(5,368)

(6,059)

-

(9,994)

(3,801)

(7,955)

Fixed and floating rate debt

(110)

-

(110)

-

(53)

-

(53)

1 During the periods ended September 30, 2021 and December 31, 2020, there were no transfers between Level 1 and Level 2 for financial instruments measured at fair value on a recurring basis.

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

3 Investments at fair value through other comprehensive income ("FVTOCI") is primarily comprised of shares in Sinofert Holdings Ltd.

NOTE 6 SHARE CAPITAL

Share repurchase programs

Maximum

Maximum

Number of

Commencement

Shares for

Shares for

Shares

Date

Expiry

Repurchase

Repurchase (%)

Repurchased

2019 Normal Course Issuer Bid

February 27, 2019

February 26, 2020

42,164,420

7

33,256,668

2020 Normal Course Issuer Bid

February 27, 2020

February 26, 2021

28,572,458

5

710,100

2021 Normal Course Issuer Bid 1

March 1, 2021

February 28, 2022

28,468,448

5

2,460,097

1 The 2021 normal course issuer bid will expire earlier than the date above if we acquire the maximum number of common shares allowable or otherwise decide not to make any further repurchases.

Purchases under the normal course issuer bids were, or may be, made through open market purchases at market prices as well as by other means permitted by applicable securities regulatory authorities, including private agreements.

The following table summarizes our share repurchase activities during the period:

Three Months Ended

Nine Months Ended

September 30

September 30

2021

2020

2021

2020

Number of common shares repurchased for cancellation

2,427,369

-

2,460,097

3,832,580

Average price per share (US dollars)

61.18

-

61.07

41.96

Total cost

148

-

150

160

Dividends declared

We declared a dividend per share of $0.46 (2020 – $0.45) during the three months ended September 30, 2021, payable on October 15, 2021 to shareholders of record on September 30, 2021 and total dividends of $1.38 (2020 – $1.35) during the nine months ended September 30, 2021.

Share cancellation

Effective September 1, 2021, we cancelled 210,173 shares due to the expiration of the period when legacy companies' (Potash Corporation of Saskatchewan Inc. and Agrium Inc.) shares could be exchanged under the plan of arrangement, wherein Nutrien became the parent company of the legacy companies.

NOTE 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 nutrient 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 suppliers are typically concentrated in the period from November to January. Feed and industrial sales are more evenly distributed throughout the year.

NOTE 8 RELATED PARTY TRANSACTIONS

We sell potash outside Canada and the United States exclusively through Canpotex. Canpotex sells potash to buyers in export markets pursuant to term and spot contracts at agreed upon prices. Our revenue is recognized at the amount received from Canpotex representing proceeds from their sale of potash, less net costs of Canpotex. Sales to Canpotex are shown in Note 2.

As at

September 30, 2021

December 31, 2020

Receivables from Canpotex

593

122

Investor Relations:
Jeff Holzman
Vice President, Investor Relations
(306) 933-8545
Investors@nutrien.com

Tim Mizuno
Director, Investor Relations
(306) 933-8548

Media Relations:
Megan Fielding
Vice President, Brand & Culture Communications
(403) 797-3015

Contact us at: www.nutrien.com

News Provided by Business Wire via QuoteMedia

Nutrien Announces Pedro Farah as a Speaker at the Scotiabank Mining Virtual Conference

Nutrien Ltd. (TSX and NYSE: NTR) announced today that Mr. Pedro Farah, Nutrien's Executive Vice President and Chief Financial Officer, will be speaking at the Scotiabank Mining Virtual Conference on Tuesday, November 30 at 10:10 a.m. EST.

The fireside chat and question & answer session will be video cast and available on the Company's website at https://www.nutrien.com/investors/events .

Keep reading... Show less

Nutrien Announces $1.8 Billion of Redemptions and an Offer to Purchase $300 Million in Aggregate Purchase Price of Debt

All amounts are in US dollars

Nutrien Ltd. (NYSE, TSX: NTR) ("Nutrien"), Agrium Inc. ("Agrium"), and Potash Corporation of Saskatchewan Inc. ("PotashCorp"), each wholly-owned subsidiaries of Nutrien (together, the "Company"), today announced the redemption of $1.8 billion of debt securities and the commencement of a cash tender offer to purchase (the "Offer") their respective debt securities listed in Table I below (collectively, the "Notes", and each, a "series" of Notes) for an aggregate purchase price of $300 million (excluding accrued and unpaid interest up to, but not including, the Settlement Date (as defined below)) (subject to increase, the "Tender Cap"), at purchase prices determined based on the yield to maturity of the applicable U.S. Treasury reference security specified in Table I below plus the applicable Fixed Spread and subject to the terms and conditions and in accordance with the procedures set forth in the Company's Offer to Purchase (as defined below).

Keep reading... Show less

Ways to Invest in Phosphate

Discovering ways to invest in phosphate begins with understanding its primary uses. For example, 90 percent of phosphate is primarily used in the agriculture sector.

Because of its essential properties, and since there is no known substitute for it, phosphate can be found in fertilizer products all over the world as a way to aid plant growth. It is also used as a supplement in animal feed, as a food preservative and for several other chemical purposes.

As the world's population grows and demand for food increases, the need for phosphate fertilizer is only expected to increase. For that reason, some believe phosphate investing is compelling. Read on for a brief overview of the phosphate market, including supply and demand dynamics and investing options.

Keep reading... Show less

Nutrien Announces Ken Seitz as a Speaker at the RBC Capital Markets Global Mining and Materials Virtual Conference

Nutrien Ltd. (TSX and NYSE: NTR) announced today that Mr. Ken Seitz, Nutrien's Executive Vice President and CEO of Potash, will be speaking at the RBC Capital Markets Global Mining and Materials Virtual Conference on Wednesday, November 17 at 10:30 a.m. EST.

The fireside chat and question & answer session will be video cast and available on the Company's website at https://www.nutrien.com/investors/events .

Keep reading... Show less

Nutrien Announces Mark Thompson as a Speaker at the Morgan Stanley 2021 Global Chemicals, Agriculture, and Packaging Conference

Nutrien Ltd. (TSX and NYSE: NTR) announced today that Mr. Mark Thompson, Nutrien's Executive Vice President, Chief Strategy and Sustainability Officer, will be speaking at the Morgan Stanley 2021 Global Chemicals, Agriculture, and Packaging Virtual Conference on Wednesday, November 10 at 11:45 a.m. EST.

The fireside chat and question & answer session will be video cast and available on the Company's website at https://www.nutrien.com/investors/events .

Keep reading... Show less

10 Top Phosphate Countries by Production

The top phosphate countries by production mainly produce fertilizer for crops and animal feed supplements. Only 5 percent of world production of agricultural resources phosphate and potash is used in other applications, which include construction, soaps and detergents.

According to the US Geological Survey’s (USGS) most recent mineral commodities report, the top phosphate countries by production saw global output shrink in 2020 due to the Covid-19 pandemic alongside rising phosphate prices.

Keep reading... Show less

Top News

Related News