Nutrien Delivers Earnings Growth and Expects Strong Market Fundamentals in 2023

 Nutrien revised full-year 2022 earnings guidance to reflect lower near-term potash sales volumes and prices; continue to advance strategic growth initiatives based on a positive multi-year view of the fundamentals.

Nutrien Ltd. (TSX and NYSE: NTR) announced today its third quarter 2022 results, with net earnings of $1.6 billion ($2.94 diluted net earnings per share), which includes a non-cash impairment reversal of $330 million relating to our Phosphate operations. Third quarter 2022 adjusted net earnings per share ¹ were $2.51 and adjusted EBITDA ¹ was $2.5 billion.

"Nutrien has delivered record earnings in 2022 due to the strength of agriculture fundamentals, higher fertilizer prices and excellent Retail performance. During the third quarter, we saw a temporary reduction in potash purchasing in North America and Brazil, which has impacted our sales volumes and realized prices in the second half of the year. However, the underlying demand drivers remain strong and global fertilizer supply challenges still persist, creating a supportive environment for Nutrien as we look ahead to 2023 and beyond," commented Ken Seitz, Nutrien's President and CEO.

"We are focused on efficiently supplying our customers with the products and services they need to help sustainably feed a growing world. We continue to take a multi-year view of the market and remain confident that our additional low-cost potash and nitrogen production capability will be required to meet future demand," added Mr. Seitz.

  Highlights:  

• Nutrien generated record net earnings of $6.6 billion and adjusted EBITDA ¹ of $10.1 billion in the first nine months of 2022 due to higher realized prices and strong Retail performance, more than offsetting a reduction in fertilizer sales volumes. As a result, cash provided by operating activities improved to $3.4 billion in the first nine months of 2022.
 
• Nutrien revised full-year 2022 adjusted EBITDA guidance ¹ and adjusted net earnings per share guidance ¹ to $12.2 to $13.2 billion and $13.25 to $14.50 per share, respectively.
 
• Nutrien Ag Solutions ("Retail") delivered record adjusted EBITDA in the first nine months of 2022, due to supportive market conditions in key regions where we operate. Retail cash operating coverage ratio ¹ as at September 30, 2022 improved to 55 percent compared to 59 percent for the same period in 2021 driven by higher margins.
 
• Potash adjusted EBITDA increased in the third quarter and the first nine months of 2022 compared to the prior year due to higher net realized selling prices and record offshore sales volumes, more than offsetting lower North American sales volumes.
 
• Nitrogen third quarter and first nine months of 2022 adjusted EBITDA increased compared to the prior year due to higher net realized selling prices that more than offset higher natural gas costs and lower ammonia and urea sales volumes.
 
• In the third quarter of 2022, we recognized a non-cash impairment reversal of $330 million associated with our Phosphate operations and $780 million for the first nine months due to a more favorable outlook for phosphate margins.
 
• Nutrien repurchased approximately 40 million shares year-to-date as of November 1, 2022, under our share repurchase programs, for a total of approximately $3.5 billion. Nutrien plans to allocate approximately $4 billion to share repurchases in 2022. While some repurchases may now extend into the first quarter of 2023 due to lower forecasted operating cash flow in 2022, we still intend on completing our existing 10 percent share repurchase program prior to its expiry in February 2023.
 

  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 2, 2022. The Board of Directors ("Board") of Nutrien carries out its responsibility for review of this disclosure principally through its audit committee, comprised exclusively of independent directors. The audit committee reviews and, prior to its publication, 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 annual report dated February 17, 2022 ("2021 Annual Report"), which includes our annual audited consolidated financial statements and MD&A, and our annual information form dated February 17, 2022 ("2021 Annual Information Form"), each for the year ended December 31, 2021, 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 2021 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 (the "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, 2022 ("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 ratios and forward-looking statements, which are described in the "Non-IFRS Financial Measures" and the "Forward-Looking Statements" sections, respectively.

  Market Outlook and Guidance  

  Agriculture and Retail  

• Global grain stocks-to-use ratio, excluding China, is projected to decline to the lowest level in more than a quarter century, driven by reduced corn and wheat production expectations in the US and Europe. As a result of historically tight supply and demand balances, spot prices of corn, soybeans and wheat are up 25 to 50 percent compared to the 10-year average and we expect strong futures prices will provide an incentive for growers to boost production in 2023.
 

• The re-opening of the Black Sea to Ukrainian grain exports positively impacted exports from the region but there is uncertainty over the continuation of the United Nations brokered agreement with Russia. The US Department of Agriculture (USDA) projects that Ukrainian grain exports will decline by 44 percent year-over-year in 2023, in large part driven by reduced production levels.
 

• Weather has been favorable in North America and we anticipate that the rapid pace of harvest will support strong fall ammonia demand and normal application rates of potash, phosphate and crop protection products.
 

• South American spring crop planting is proceeding with a mix of planting conditions. Argentina continues to be impacted by La Nina-related drought, while planting conditions in much of Brazil have generally been favorable. We expect that Brazilian soybean acreage will increase by 3 to 4 percent, which is also expected to support a proportional increase in safrinha corn acreage.
 

  Crop Nutrient Markets  

• Potash shipments from Belarus are projected to be down 50 to 60 percent and Russia down 20 to 25 percent in 2022 compared to the prior year, in line with our previous expectations. We have lowered our global potash shipment forecast to between 60 and 62 million tonnes in 2022, largely due to the impact of higher-than-expected inventory and cautious buying in North America and Brazil during the second half of 2022.
 
• We expect robust agricultural fundamentals will support increased potash consumption in 2023 and believe pent-up demand will emerge as inventories are drawn down and prices stabilize. We expect potash supply from Eastern Europe will continue to be constrained in 2023, with shipments from Belarus projected to be down 40 to 60 percent and Russia down 15 to 30 percent compared to 2021 levels. Global potash shipments are forecast between 64 to 67 million tonnes in 2023, with projected Nutrien potash sales volumes of approximately 15 million tonnes.
 
• Nitrogen prices continue to be supported by historically high European natural gas prices that have led to significant curtailments of ammonia and downstream nitrogen products. Shifts in global nitrogen trade flows have led to higher US exports and lower import volumes, which we expect will result in a tight North American supply and demand balance entering 2023.
 
• Chinese urea and phosphate export restrictions have limited exports in 2022 and are expected to persist into 2023. The restrictions have led to low Chinese phosphate operating rates, maintaining relatively tight global phosphate supplies, while contributing to lower global sulfur prices and supporting phosphate production margins.
 

  Financial Guidance  

• Nutrien revised its full-year 2022 adjusted EBITDA guidance and full-year 2022 adjusted net earnings per share guidance primarily due to lower expected Potash earnings as a result of lower potash sales volumes and realized prices, which more than offset stronger expected Retail earnings. Adjusted net earnings per share guidance includes our plan to allocate approximately $4 billion to share repurchases in 2022.
 

• Nutrien lowered potash sales volume guidance primarily to reflect the impact of the compressed spring application season in North America that resulted in higher inventory carry-over and cautious purchasing.
 

• Nutrien lowered nitrogen sales volume guidance to reflect the impact of Trinidad gas curtailments during the second half of 2022.
 

All guidance numbers, including those noted above are outlined in the table below. Refer to page 53 of Nutrien's 2021 Annual Report for related assumptions and sensitivities.

  Consolidated Results  

Net earnings and adjusted EBITDA increased in the third quarter and first nine months of 2022 compared to the same periods in 2021. This was due to higher net realized selling prices from global supply uncertainties across our nutrient businesses and strong Retail performance. In the third quarter of 2022, we recorded a non-cash impairment reversal of $330 million related to our Phosphate operations, which impacted net earnings and brings the total impairment reversal to $780 million for the first nine months of 2022. Cash provided by operating activities increased in the third quarter and first nine months of 2022 compared to the same periods in 2021 due primarily to higher net earnings.

  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, 2022 to the results for the three and nine months ended September 30, 2021, unless otherwise noted.

  Nutrien Ag Solutions ("Retail")  

•   Adjusted EBITDA in the first nine months of 2022 increased due to higher sales and gross margins across nearly all product categories and regions where we operate. This was supported by strong agriculture fundamentals, higher selling prices and growth in proprietary products sales. Adjusted EBITDA decreased in the third quarter of 2022 compared to the prior year's record results as strong crop protection product margins were offset by lower margins in other product categories as well as inflation on certain expense items in 2022. Retail cash operating coverage ratio ¹ improved as at September 30, 2022 to 55 percent from 59 percent in the same period in 2021 due to significantly higher gross margin.
 

•   Crop nutrients sales increased in the third quarter and first nine months of 2022 due to higher selling prices. Gross margin and gross margin per tonne increased in the first nine months of 2022 compared to the same period last year due to strategic procurement and the timing of inventory purchasing in the first half of 2022, with a decrease in the third quarter of 2022 due to higher cost inventory. Sales volumes decreased in the first nine months of 2022 due to reduced application resulting from a delayed planting season in North America and earlier engagement in the prior year in a rising price environment.
 

•   Crop protection products sales and gross margin increased in the third quarter and first nine months of 2022, particularly in North America, due to higher prices along with increased sales and gross margin in proprietary products. Gross margin as a percentage of sales increased in the first nine months of 2022, supported by the reliability of our supply chain and strategic procurement in a rising price environment.
 

•   Seed sales and gross margin increased in the first nine months of 2022 due to higher pricing and an increase in proprietary seed margins, with a decrease in the third quarter of 2022 as a result of timing and mix of seed sales compared to the same period in 2021.
 

•   Merchandise gross margin for the first nine months of 2022 increased due to strong margin performance in Australia animal health products from increased flock and herd sizes, with a decrease in the third quarter of 2022 due to an unfavorable foreign exchange rate impact on Australian dollars.
 

•   Nutrien Financial sales increased in the third quarter and first nine months of 2022 due to higher utilization and adoption of our programs and a higher interest-bearing trade receivable balance, driven by strong commodity pricing.
 

•   Services and other decreased in the third quarter and first nine months of 2022 mainly due to lower livestock volumes as wet conditions in Australia impeded movement, along with an unfavorable foreign exchange rate impact on Australian dollars.
 

  Potash  

•   Adjusted EBITDA increased in the third quarter and first nine months of 2022 due to higher net realized selling prices and strong offshore sales volumes, which more than offset lower North American sales volumes, higher royalties and provincial mining taxes.
  
  
 
•   Sales volumes decreased in the third quarter and first nine months of 2022 due to a compressed North American spring application season that resulted in high inventory carry-over along with cautious purchasing. Offshore sales volumes were the highest of any first nine-month period on record due to strong demand and reduced supply from Eastern Europe.
  
  
 
•   Net realized selling price increased in the third quarter and first nine months of 2022 due to the impact of supply constraints, in particular related to uncertainty on future supply from Russia and Belarus. Net realized prices decreased from the second quarter of 2022 due to a decline in benchmark pricing, particularly in Brazil and North America.
  
  
 
•   Cost of goods sold per tonne in the first nine months of 2022 increased primarily due to higher royalties resulting from increased net realized selling prices. Potash controllable cash cost of product manufactured increased in the third quarter due to lower production volumes and a pull forward of maintenance activities.
 

  Canpotex Sales by Market  

  Nitrogen  

•   Adjusted EBITDA increased in the third quarter and first nine months of 2022 primarily due to higher net realized selling prices and higher earnings from equity-accounted investees, which more than offset higher natural gas costs and lower ammonia and urea volumes.
  
  
 
•   Sales volumes increased in the third quarter of 2022 due to strong demand and higher offshore urea ammonium nitrate (UAN) sales that more than offset the impact of gas curtailments in Trinidad. Sales volumes in the first nine months of 2022 decreased due to unplanned plant outages and a compressed North American spring application season.
  
  
 
•   Net realized selling price in the third quarter and first nine months of 2022 were higher due to strong benchmark prices resulting from tight global supply and higher energy prices in key nitrogen producing regions. Net realized selling prices decreased from the second quarter of 2022 due to a seasonal reset in benchmark prices that resulted in lower Nitrogen summer fill pricing.
  
  
 
•   Cost of goods sold per tonne in the third quarter and first nine months of 2022 increased primarily due to higher natural gas, raw material and other input costs. Ammonia   controllable cash cost of product manufactured increased in the third quarter and first nine months due to higher input costs, mainly electricity costs.
 

  Natural Gas Prices in Cost of Production  

•   Natural gas prices   in our cost of production increased in the third quarter and first nine months of 2022 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  

•   Adjusted EBITDA increased in the third quarter and first nine months of 2022 mainly due to higher net realized selling prices, which more than offset higher raw material costs. Included with expenses in the third quarter of 2022, we recognized a $330 million non-cash impairment of assets reversal, which is deducted from adjusted EBITDA. This brings the total impairment reversal to $780 million for the first nine months of 2022 and is due to a more favorable outlook for phosphate margins.
 

•   Sales volumes increased in the third quarter of 2022 due to strong offshore fertilizer sales, offsetting lower industrial sales that were impacted by an unplanned plant outage. Sales volumes in the first nine months of 2022 decreased due to a condensed North American spring application season and lower production volumes.
 

•   Net realized selling price increased in the third quarter and first nine months of 2022 aligned with the increase in global benchmark prices. Industrial and feed net realized selling prices increased to a greater extent than fertilizer prices in the third quarter of 2022, which reflects the typical lag in industrial and feed price realizations relative to spot fertilizer prices.
 

•   Cost of goods sold per tonne increased in the third quarter and first nine months of 2022 primarily due to significantly higher sulfur and ammonia input costs.
 

  Corporate and Others  

•   General and administrative expenses were higher in the third quarter and first nine months of 2022 compared to the same periods in 2021 mainly due to increased depreciation expense, higher donations and higher information technology-related expenses.
 

•   Other expenses were higher in the third quarter and first nine months of 2022 compared to the same periods in 2021 mainly due to higher foreign exchange losses related to our US dollar denominated liabilities in our South American operations and higher information technology project-related costs. This was partially offset by the absence of cloud computing related expenses from our change in accounting policy and lower COVID-19 related expenses.
 

  Finance Costs, Income Taxes and Other Comprehensive (Loss) Income  

•   Finance costs were higher in the third quarter and first nine months of 2022 compared to the same periods in 2021 mainly due to higher interest rates and a higher short-term debt balance, mostly offset by a lower long-term debt balance resulting from the early extinguishment of a portion of our long-term debt in the fourth quarter of 2021.
 

•   Income tax expense was higher as a result of higher earnings in the third quarter and first nine months of 2022 compared to the same periods in 2021.
 

•   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"). In the third quarter and first nine months of 2022, we had fair value losses on our investment in Sinofert due to share price decreases, compared to fair value gains due to share price increases in the same periods of 2021. In the third quarter and first nine months of 2022, we had higher losses on foreign currency translation of our Retail operations, mainly in Australia and Canada compared to the same periods in 2021. These currencies depreciated relative to the US dollar as at September 30, 2022 compared to June 30, 2022 and December 31, 2021 levels, which led to losses in the third quarter and the first nine months of 2022. This was partially offset by a net actuarial gain on our defined benefit pension plans in the third quarter of 2022.
 

  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 new or existing financing sources, if necessary, will be sufficient to meet our anticipated capital expenditures, planned growth and development activities, 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  

  Financial Condition Review  

The following balance sheet categories contain variances that are considered material:

• 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 as a result of higher crop nutrient net realized selling prices consistent with higher benchmark pricing, as well as higher Retail vendor rebates receivables.
 

•   Inventories increased primarily due to higher cost to produce and/or purchase inventory across all our segments. We held higher than average levels of finished products inventory in our Nitrogen and Phosphate segments, resulting from timing of sales, turnarounds at our Nitrogen facilities at year-end and higher input costs. This was partially offset by a decrease in inventory in our Retail segment driven by seasonality. 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.
 

•   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.
 

•   Property, plant and equipment increased due to impairment reversals in the Phosphate segment.
 

•   Short-term debt increased due to additional commercial paper issuances and borrowings under our credit facilities for our seasonal working capital requirements and for share repurchases.
 

•   Payables and accrued charges decreased due to the seasonality of our Retail segment. Throughout the year, we settle our vendor obligations and customer prepayments decrease as drawdowns occur. As at September 30, 2022, we had higher payables balances compared to the same period in 2021 due to higher input costs from inflation and tight global supply.
 

•   Long-term debt decreased due to a reclassification to the current portion of long-term debt of our $500 million notes maturing May 2023.
 

•   Deferred income tax liabilities increased primarily in the NPK businesses in the US and Canada, partially offset by US Retail recoveries. The reversal of the Phosphate impairment also resulted in an increase in the deferred tax liability of $161 million.
 

•   Asset retirement obligations and accrued environment costs decreased due to changes in discount rates, reclassification to the current portion of asset retirement obligations and increased spending on remediation to restore our sites.
 

•   Share capital decreased from shares repurchased under our normal course issuer bids partially offset by exercise of stock options.
 

•   Accumulated other comprehensive loss increased due to a loss on currency translation of our foreign operations.
 

•   Retained earnings increased as net earnings in the first nine months of 2022 exceeded dividends declared and share repurchases.
 

  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, 2022.

The amount available under the commercial paper program 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. During the third quarter of 2022, we extended the maturity date of the $4,500 million unsecured revolving term credit facility from June 4, 2026 to September 14, 2027. There was no change to the total facility limit or the significant agreement terms from those we disclosed in our 2021 Annual Report.

During the third quarter of 2022, we entered into a new $2,000 million revolving term credit facility, with the same principal covenants and events of default as our existing $4,500 million unsecured revolving term credit facility. The $2,000 million non-revolving term credit facilities we entered into in July 2022 to help temporarily manage normal seasonal working capital swings were closed prior to September 30, 2022.

Our long-term debt consists primarily of notes. See the "Capital Structure and Management" section of our 2021 Annual Report for information on balances, rates and maturities for our notes. Subsequent to the third quarter of 2022, we repaid the $500 million 3.15 percent notes that matured October 1, 2022.

  Outstanding Share Data  

We repurchased approximately 40 million shares year-to-date as of November 1, 2022, under our share repurchase programs, for a total of approximately $3.5 billion and plan to allocate a total of approximately $4 billion to share repurchases in 2022. While some of the previously expected approximately $5 billion in repurchases may now extend into the first quarter of 2023 due to lower forecasted operating cash flow in 2022, we still intend on completing our existing 10 percent share repurchase program prior to its expiry in February 2023.

For more information on our capital structure and management, see Note 24 to our 2021 annual financial statements.

  Quarterly Results  

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 input 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.

Our earnings are significantly affected by fertilizer benchmark prices, which have been volatile over the last two years and are affected by demand-supply conditions, grower affordability and weather.

In the third and second quarters of 2022, earnings were impacted by $330 million and $450 million non-cash impairment reversals at White Springs and Aurora, respectively, of property, plant and equipment in the Phosphate segment related to higher forecasted global prices and a more favorable outlook for phosphate margins . In the fourth quarter of 2021, earnings were impacted by a $142 million loss resulting from the early extinguishment of long-term debt. 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..

  Critical Accounting Estimates  

Our significant accounting policies are disclosed in our 2021 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 49 of our 2021 Annual Report. Other than the critical accounting estimates discussed below, there were no material changes in the three or nine months ended September 30, 2022 to our critical accounting estimates.

  Impairment of Assets  

  Long-Lived Asset Impairment and Reversals  

In the three months ended September 30, 2022, we continued to revise our near-term pricing forecasts due to continued global export restrictions from major producers and continued our review of our previously impaired Phosphate cash-generating unit ("CGU"), White Springs. In 2017 and 2020, we recorded an impairment of assets at our White Springs CGU relating to property, plant and equipment of $250 million and $215 million respectively, as a result of lower long-term forecasted global phosphate prices. Due to increases in our forecast, the recoverable amount of our White Springs CGU is above its carrying amount. As a result, during the three months ended September 30, 2022, we recorded a full impairment reversal, net of depreciation, of $330 million in the statement of earnings relating to property, plant and equipment. Refer to Note 3 to the interim financial statements.

The recoverable amount estimate is most sensitive to the following key assumptions: our internal sales and input price forecasts, which consider projections from independent third-party data sources, discount rate, and expected mine life. We used key assumptions that were based on historical data and estimates of future results from internal sources, external price benchmarks, and mineral reserve technical reports, as well as industry and market trends.

  Goodwill Impairment Indicators  

CGUs or groups of CGUs that have goodwill allocated to them must be assessed for impairment when events or circumstances indicate there could be an impairment, or at least annually. Based on our assumptions at the time of our impairment testing, the recoverable amount of each of our CGUs or groups of CGUs was greater than or approximately equal to their carrying amounts. Key assumptions in our testing models may change, and changes that could reasonably be expected to occur may cause impairment. Such change in assumptions could be driven by global supply and demand, other market factors, changes in regulations, and other future events outside our control.

During the nine months ended September 30, 2022, North American central banks continued to increase their benchmark borrowing rates. Benchmark borrowing rates are used as the risk-free rate which is a component of determining our discount rate for impairment testing. As a result of these increases, we revised our discount rates and increased our Retail – North America group of CGUs discount rate to 8.5 percent (previous impairment analysis – 8.0 percent at June 30, 2022) and this triggered an impairment test to be performed.

The Retail – North America group of CGUs have $6.9 billion in associated goodwill. Goodwill is more susceptible to impairment risk if there is an increase in the discount rate, or a deterioration in business operating results or economic conditions and actual results do not meet our forecasts. As at September 30, 2022, the Retail – North America group of CGUs carrying amount was equal to its recoverable amount. A 25 basis point increase in the discount rate will result in an impairment of the carrying amount of goodwill of approximately $500 million. A decrease in forecasted EBITDA and cash flows or a reduction in the terminal growth rate will also result in impairment in the future. Refer to Note 3 to the interim financial statements.

  Risk Factors  

  Russia and Ukraine Conflict  

The current conflict between Ukraine and Russia and the international response has, and may continue to have, potential wide-ranging consequences for global market volatility and economic conditions, including energy and commodity prices. Certain countries including Canada, the United States, Australia and certain European countries have imposed strict financial and trade sanctions against Russia, with Russia and Belarus imposing retaliatory sanctions of their own, which have had, and may continue to have, far-reaching effects on the global economy, energy and commodity prices, food security and crop nutrient supply and prices. The short-, medium- and long-term implications of the conflict in Ukraine are difficult to predict with any degree of certainty at this time. While Nutrien does not have operations in Ukraine or Russia, there remains uncertainty relating to the potential impact of the conflict and its effect on global food security, growers and the market outlook for crop nutrient market supply and demand fundamentals and nutrient prices, and it could have a material and adverse effect on our business, financial condition and results of operations. Depending on the extent, duration, and severity of the conflict, it may have the effect of heightening many of the other risks Nutrien is subject to and which are described in our 2021 Annual Report and 2021 Annual Information Form, including, without limitation, risks relating to market fundamentals and conditions (such as sanctions and trade flows and the impact thereof on crop nutrient supply and demand); cybersecurity threats; energy and commodity prices; inflationary pressures, interest rates and costs of capital; and supply chains and cost-effective and timely transportation.

  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, 2022 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 "Market 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 2022 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; our advancement of strategic growth initiatives; capital spending expectations for 2022; our intention to complete our existing share repurchase program in 2022 and 2023, including the funds allocated thereto; expectations regarding performance of our operating segments in 2022 and 2023 including projected potash sales volumes; our operating segment market outlooks and market conditions and fundamentals for 2022 as well as our expectations for market conditions and fundamentals in 2023 and beyond, 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, grower crop investment, crop mix, production expenses, shipments, consumption, prices and the impact of seasonality, import and export volumes and economic sanctions; Nutrien's ability to develop innovative and sustainable solutions; the negotiation of sales contracts; acquisitions and divestitures and the anticipated benefits thereof; and the potential impairment of goodwill associated with our Retail – North America group of CGUs. 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 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, expenses, margins, demand, supply, product availability, shipments, consumption, 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 2022 and in the future; assumptions with respect to our intention to complete share repurchases under our share repurchase program, including the funding thereof, existing and future market conditions, including with respect to the price of our common shares, and compliance with respect to applicable limitations under securities laws and regulations and stock exchange policies; 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 global economy; our expectations regarding the impacts, direct and indirect, of the conflict between Ukraine and Russia on, among other things, global supply and demand, energy and commodity prices, global interest rates, supply chains and the global macroeconomic environment, including inflation; 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 expectations regarding the impact of certain factors on the carrying amount of goodwill associated with our Retail – North America group of CGUs; 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; seasonality; 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; the conflict between Ukraine and Russia and its potential impact on, among other things, global market conditions and supply and demand, energy and commodity prices; interest rates, supply chains and the global economy generally; our ability to execute on our strategies related to environmental, social and governance matters, and achieve related expectations; the risk that rising interest rates and/or deteriorated business operating results may result in the impairment of goodwill attributed to certain of our cash generating units; 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 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 & Definitions" section of our 2021 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 Thursday, November 3, 2022 at 10:00 a.m. Eastern Time.  

Telephone Conference dial-in numbers:

• From Canada and the US 1-888-886-7786
 
• International 1-416-764-8683
 
• No access code required. Please dial in 15 minutes prior to ensure you are placed on the call in a timely manner.
 

Live Audio Webcast: Visit https://www.nutrien.com/investors/events/2022-q3-earnings-conference-call  

  Appendix A - Selected Additional Financial Data