Nutrien Reports Second Quarter 2024 Results and Announces Chief Financial Officer Transition

•   Second quarter results supported by increased crop input margins, strong global potash demand, higher fertilizer operating rates and lower operating costs.  
 
•   Mark Thompson appointed Executive Vice President and Chief Financial Officer effective August 26, 2024.  
 

All amounts are in US dollars, except as otherwise noted

Nutrien Ltd. (TSX and NYSE: NTR) announced today its second quarter 2024 results, with net earnings of $392 million ($0.78 diluted net earnings per share). Second quarter 2024 adjusted EBITDA ¹ was $2.2 billion and adjusted net earnings per share ¹ was $2.34.

"Nutrien benefited from improved Retail margins, higher fertilizer sales volumes and lower operating costs in the first-half of 2024. Crop input demand remains strong, and we raised our full-year outlook for global potash demand due to healthy engagement in all key markets," commented Ken Seitz, Nutrien's President and CEO.

"Our upstream production assets and downstream Retail businesses in North America and Australia have performed well in 2024. In Brazil, we continue to see challenges and are accelerating a margin improvement plan that is focused on further reducing operating costs and rationalizing our footprint to optimize cash flow," added Mr. Seitz.

  Highlights ² :  

• Generated net earnings of $557 million and adjusted EBITDA of $3.3 billion in the first half of 2024. Adjusted EBITDA was down from the same period in 2023 primarily due to lower fertilizer net selling prices. This was partially offset by increased Nutrien Ag Solutions ("Retail") earnings, higher Potash sales volumes, and lower natural gas costs.
 

• Retail adjusted EBITDA increased to $1.2 billion in the first half of 2024 supported by strong grower demand and a normalization of product margins in North America. Full-year 2024 Retail adjusted EBITDA guidance lowered due primarily to ongoing market instability in Brazil as well as the impact of delayed planting in North America in the second quarter.
 

• Potash adjusted EBITDA declined to $1.0 billion in the first half of 2024 due to lower net selling prices, which more than offset higher sales volumes and lower operating costs. Full-year 2024 Potash sales volume guidance raised due to record first half sales volumes and the expectation for strong global demand in the second half of 2024.
 

• Nitrogen adjusted EBITDA decreased to $1.1 billion in the first half of 2024 due to lower net selling prices, which more than offset lower natural gas costs. Ammonia production increased in the first half, driven by improved reliability and less turnaround activity.
 

• Accelerating a margin improvement plan in Brazil, including the curtailment of 3 fertilizer blenders and closure of 21 selling locations in the second quarter of 2024. Recognized a $335 million non-cash impairment of our Retail – Brazil assets due to ongoing market instability and more moderate margin expectations. Incurred a loss on foreign currency derivatives of approximately $220 million in Brazil. ³
 

• Previously announced that we are no longer pursuing our Geismar Clean Ammonia project and recognized a $195 million non-cash impairment of assets related to this project.
 

  Chief Financial Officer Transition:  

Nutrien also announces the appointment of Mark Thompson as Executive Vice President and Chief Financial Officer, effective August 26, 2024. In alignment with Nutrien's succession plan, Mr. Thompson succeeds Pedro Farah, who will remain with Nutrien in an advisory capacity until his departure on December 31, 2024.

"Mark's impressive track record of execution, along with his proven financial and strategic acumen provides the unique ability to succeed in this position on day one. He brings in-depth knowledge of our business that will support the advancement of our strategic actions to enhance quality of earnings and cash flow," said Mr. Seitz. "On behalf of the Nutrien team, I would also like to thank Pedro for his service and commitment to Nutrien over the last five years."

"I've had the privilege to serve in leadership roles across the company and firmly believe in the opportunities afforded by Nutrien's strong competitive advantages and world-class asset base to deliver long-term shareholder value," said Mr. Thompson. "I look forward to continuing to partner with Ken and our executive leadership team on the disciplined execution of our strategy and drive a focused approach to capital allocation.

Mr. Thompson has been with the Company since 2011, currently serving as Executive Vice President and Chief Commercial Officer. Prior to his current position he held numerous executive and senior leadership roles across the company, including Chief Strategy & Sustainability Officer, Chief Corporate Development & Strategy Officer, and Vice President of Business Development for Nutrien's Retail business. He earned his Bachelor of Commerce (Finance) and Bachelor of Arts degrees from the University of Saskatchewan and holds the Chartered Financial Analyst (CFA) designation.

  Management's Discussion and Analysis  

The following management's discussion and analysis ("MD&A") is the responsibility of management and is dated as of August 7, 2024. The Board of Directors ("Board") of Nutrien carries out its responsibility for review of this disclosure principally through its Audit Committee, composed entirely 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 22, 2024 ("2023 Annual Report"), which includes our annual audited consolidated financial statements ("annual financial statements") and MD&A, and our annual information form dated February 22, 2024, each for the year ended December 31, 2023, can be found on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov . No update is provided to the disclosure in our 2023 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 six months ended June 30, 2024 ("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 ("IAS") 34 "Interim Financial Reporting", unless otherwise noted. This MD&A contains certain non-GAAP financial measures and ratios and forward-looking statements, which are described in the "Non-GAAP Financial Measures" and the "Forward-Looking Statements" sections, respectively.

  Market Outlook and Guidance  

  Agriculture and Retail Markets  

• Favorable growing conditions have created an expectation for record US corn and soybean yields and pressured crop prices. Despite lower crop prices, demand for crop inputs in North America is expected to remain strong in the third quarter of 2024 as growers aim to maintain optimal plant health and yield potential. We anticipate that good affordability for potash and nitrogen will support fall application rates in 2024.
 

• Brazilian crop prices and prospective grower margins have improved from levels earlier this year supported by a weaker currency. Brazilian soybean area is expected to increase by one to three percent in the upcoming planting season and fertilizer demand is projected to be approximately 46 million tonnes in 2024, in line with historical record levels.
 

• Australian moisture conditions vary regionally but remain supportive of crop input demand as trend yields are expected.
 

  Crop Nutrient Markets  

• Global potash demand in the first half of 2024 was supported by favorable consumption trends in most markets and low channel inventories in North America and Southeast Asia. The settlement of contracts with China and India in July is expected to support demand in standard grade markets in the second half of 2024, while uptake on our summer fill program in North America has been strong. As a result, we have raised our 2024 full-year global potash shipment forecast to 69 to 72 million tonnes and expect a relatively balanced market in the second half of 2024.
 

• Global nitrogen markets are being supported by steady demand and continued supply challenges in key producing regions. Chinese urea export restrictions have been extended into the second half of 2024 and natural gas-related supply reductions could continue to impact nitrogen operating rates in Egypt and Trinidad. US nitrogen inventories were estimated to be below average levels entering the second half of 2024, contributing to strong engagement on our summer fill programs.
 

• Phosphate fertilizer prices are being supported by tight global supply due to Chinese export restrictions, low channel inventories in North America and seasonal demand in Brazil and India. We anticipate some impact on demand for phosphate fertilizer in the second half of 2024 as affordability levels have declined compared to potash and nitrogen.
 

  Financial and Operational Guidance  

• Retail adjusted EBITDA guidance was lowered to $1.5 to $1.7 billion due primarily to ongoing market instability in Brazil as well as the impact of delayed planting in North America in the second quarter.
  
  
 
• Potash sales volume guidance was increased to 13.2 to 13.8 million tonnes due to expectations for higher global demand in 2024. The range reflects the potential for a relatively short duration Canadian rail strike in the second half.
  
  
 
• Nitrogen sales volume guidance was narrowed to 10.7 to 11.1 million tonnes as we continue to expect higher operating rates at our North American and Trinidad plants and growth in sales of upgraded products such as urea and nitrogen solutions.
  
  
 
• Phosphate sales volume guidance was lowered to 2.5 to 2.6 million tonnes reflecting extended turnaround activity and delayed mine equipment moves.
  
  
 
• Finance costs guidance was lowered to $0.7 to $0.8 million due to a lower expected average short-term debt balance.
 

All guidance numbers, including those noted above are outlined in the table below. Refer to page 65 of Nutrien's 2023 Annual Report for related assumptions and sensitivities.

  Consolidated Results  

Net earnings decreased in the second quarter and first half of 2024 compared to the same periods in 2023, primarily due to lower fertilizer net selling prices and a loss on foreign currency derivatives. Adjusted EBITDA decreased over the same periods primarily due to lower fertilizer net selling prices, partially offset by increased Retail earnings, higher offshore Potash sales volumes, and lower natural gas costs.

  Segment Results  

Our discussion of segment results set out on the following pages is a comparison of the results for the three and six months ended June 30, 2024 to the results for the three and six months ended June 30, 2023, unless otherwise noted.

  Nutrien Ag Solutions ("Retail")  

•   Retail adjusted EBITDA increased in the second quarter and first half of 2024, supported by strong grower demand and a normalization of product margins in North America. We recognized a $335 million non-cash impairment of our Retail – Brazil assets in the second quarter of 2024 due to ongoing market instability and more moderate margin expectations. During the same period in 2023, we recognized a $465 million non-cash impairment primarily to goodwill relating to our Retail – South America assets.
 

•   Crop nutrients sales decreased in the second quarter and first half of 2024 due to lower selling prices. Gross margin increased over both periods due to higher per-tonne margins, including proprietary crop nutritional and biostimulant product lines. Lower second quarter sales volumes were the result of wet weather that delayed planting and impacted fertilizer applications in North America.
 

•   Crop protection products sales were lower in the second quarter and first half of 2024 primarily due to lower selling prices across all geographies and delayed applications in North America. Gross margin for the second quarter and first half of 2024 increased from the comparable periods in 2023, which was impacted by the sell through of higher cost inventory.
 

•   Seed sales for the second quarter and first half of 2024 were consistent with the comparable periods in the prior year while gross margin increased driven by an increase in proprietary products gross margins and the timing of supplier programs.
 

•   Nutrien Financial sales and gross margin increased in the second quarter and first half of 2024 due to higher financing offering rates and expanded program participation from growers in the US and Australia.
 

  Potash  

•   Potash adjusted EBITDA declined in the second quarter and first half of 2024 due to lower net selling prices, which more than offset increased sales volumes. Higher potash production and the continuation of mine automation advancements helped lower our controllable cash cost of product manufactured in the first half of 2024.
 

•   Sales volumes increased in the second quarter of 2024 due to higher offshore demand, partially offset by lower sales volumes in North America resulting from more normal seasonal purchasing compared to the same period in 2023. Strong demand in major offshore markets and low channel inventories in North America at the beginning of 2024 supported record first half sales volumes.
 

•   Net selling price   per tonne decreased in the second quarter and first half of 2024 due to a decline in benchmark prices compared to the same periods last year.
 

•   Cost of goods sold per tonne decreased in the second quarter and first half of 2024 mainly due to higher production volumes and lower royalties.
 

  Nitrogen  

•   Nitrogen adjusted EBITDA increased in the second quarter of 2024 due to lower natural gas costs and insurance recoveries included in other income and expense items, which more than offset lower net selling prices and sales volumes. First half adjusted EBITDA decreased as lower net selling prices more than offset lower natural gas costs. We announced we are no longer pursuing our Geismar Clean Ammonia project and recognized a $195 million non-cash impairment of assets during the second quarter. Our ammonia operating rate increased in the second quarter and first half of 2024 primarily due to improved reliability and less turnaround activity.
 

•   Sales volumes were lower in the second quarter of 2024 as wet weather in North America impacted the timing of nitrogen applications. First half sales volumes were flat compared to the same period in 2023.
 

•   Net selling price per tonne was lower in the second quarter and first half of 2024 for all major nitrogen products primarily due to weaker benchmark prices in key nitrogen producing regions.
 

•   Cost of goods sold per tonne decreased in the second quarter and first half of 2024 mainly due to lower natural gas costs.
 

  Phosphate  

•   Phosphate adjusted EBITDA decreased in the second quarter and first half of 2024 primarily due to lower net selling prices, partially offset by lower input costs. During last year's second quarter, we recognized a $233 million non-cash impairment of our White Springs property, plant and equipment.
 

•   Sales volumes were flat in the second quarter of 2024 compared to the same period last year as lower fertilizer volumes were offset by higher feed volumes. First half sales volumes were higher than the first half of 2023 due to strong fertilizer, industrial and feed demand.
 

•   Net selling price per tonne decreased in the second quarter and first half of 2024 due primarily to lower industrial and feed net selling prices which reflect the typical lag in price realizations relative to benchmark prices.
 

•   Cost of goods sold per tonne decreased in the second quarter and first half of 2024 mainly due to lower ammonia and sulfur input costs.
 

  Corporate and Others and Eliminations  

•   Share-based compensation was an expense in the second quarter and first half of 2024 and a recovery in the comparable prior periods in 2023 due to an increase in fair value of our share-based awards in 2024. The fair value takes into consideration several factors such as our share price movement, our performance relative to our peer group and return on our invested capital.
 

•   Foreign exchange loss, net of related derivatives was higher mainly due to a loss on foreign currency derivatives in Brazil of approximately $220 million in the second quarter of 2024. This was primarily the result of the execution of certain derivative contracts with financial institutions in Brazil in June 2024, which were made by an individual outside applicable internal policy and authority limits. At the end of July 2024, foreign currency derivative contracts related to this event were settled. For further detail regarding the impact of the loss and our remediation efforts, see the Controls and Procedures section of this MD&A and Note 6 to the interim financial statements.
 

•   Other expenses were lower in the second quarter of 2024 compared to the same period in 2023 mainly due to lower losses related to financial instruments in Argentina. Other expenses were higher in the first half of 2024 compared to the same period in 2023, as we recognized an $80 million gain in 2023 from our post-retirement benefit plan amendments, resulting in lower expense in the first half of 2023.
 

  Eliminations  

•   Eliminations are not part of the Corporate and Others segment. The recovery of gross margin between operating segments decreased for the second quarter and first half of 2024 due to lower margins on sales between our operating segments compared to the comparable periods in 2023.
 

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

•   Finance costs were lower in the second quarter and first half of 2024 primarily due to lower short term debt average balances partially offset by higher interest rates.
 

•   Income tax expense was lower in the second quarter and first half of 2024 primarily as a result of lower earnings compared to the same periods in 2023. In addition, discrete tax adjustments primarily related to the change in recognition of deferred tax assets in our Retail – South America region and results of tax authority examinations increased our 2023 income tax expense.
 

•   Other comprehensive income (loss) was primarily driven by lower income in the second quarter and first half of 2024 compared to the comparable periods in 2023 mainly due to depreciation of Brazilian and Canadian currencies relative to the US dollar.
  
  
 

  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 is a comparison of balance sheet categories that are considered material:

• Explanations for changes in Cash and cash equivalents are in the "Sources and Uses of Cash" section.
 

•   Receivables increased primarily due to the seasonality of Retail sales.
 

•   Inventories decreased due to seasonal Retail sales as inventory drawdowns occur. Generally, we build up our inventory levels in North America at year end in preparation for the following year's planting and application seasons.
 

•   Prepaid expenses and other current assets decreased due to the seasonal drawdown of prepaid inventories during the spring planting and application seasons in North America.
 

•   Property, plant and equipment decreased due to the impairments related to our Retail – Brazil assets and Geismar Clean Ammonia project.
 

•   Intangible assets decreased due to an impairment of our Retail – Brazil assets.
 

•   Short-term debt decreased due to repayments on our credit facilities based on our working capital requirements driven by the seasonality of our business.
 

•   Payables and accrued charges decreased from lower customer prepayments in North America as Retail customers took delivery of prepaid sales.
 

•   Long-term debt including current portion increased due to the issuance of $1,000 million of notes in the second quarter of 2024.
 

•   Retained earnings increased as net earnings in the first half of 2024 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 continually evaluate various financing arrangements and may seek to engage in transactions from time to time when market and other conditions are favorable. We were in compliance with our debt covenants and did not have any changes to our credit ratings for the six months ended June 30, 2024.

  Capital Structure (Debt and Equity)  

  Commercial Paper, Credit Facilities and Other Debt  

We have a total facility limit of approximately $8,900 million comprised of several credit facilities available in the jurisdictions where we operate. In North America, we have a commercial paper program, which is limited to the undrawn amount under our $4,500 million unsecured revolving term credit facility and excess cash invested in highly liquid securities.

As at June 30, 2024, we have utilized $1,529 million of our total facility limit, which includes $1,096 million of commercial paper outstanding.

As at June 30, 2024, $242 million in letters of credit were outstanding and committed, with $187 million of remaining credit available under our letter of credit facilities.

Our long-term debt consists primarily of notes and debentures. See the "Capital Structure and Management" section of our 2023 Annual Report for information on balances, rates and maturities for our notes and debentures. On June 21, 2024, we issued $400 million of 5.2 percent senior notes due June 21, 2027 and $600 million of 5.4 percent senior notes due June 21, 2034.

See Notes 7 and 8 to the interim financial statements for additional information.

In March 2024, we filed a base shelf prospectus in Canada and the US qualifying the issuance of common shares, debt securities, and other securities during a period of 25 months from March 22, 2024.

  Outstanding Share Data  

For more information on our capital structure and management, see Note 24 to the annual financial statements in our 2023 Annual Report.

  Quarterly Results  

Our quarterly earnings are significantly affected by the seasonality of our business, fertilizer benchmark prices, which have been volatile over the last two years and are affected by demand-supply conditions, grower affordability and weather. See Note 9 to the interim financial statements.

The following table describes certain items that impacted our quarterly earnings:

  Critical Accounting Estimates  

Our significant accounting policies are disclosed in our 2023 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 pages 72 to 74 of our 2023 Annual Report. There were no material changes to our critical accounting estimates for the three or six months ended June 30, 2024.

  Controls and Procedures  

We are required to maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act") and National Instrument 52-109 – "Certification of Disclosure in Issuers' Annual and Interim Filings" ("NI 52-109") designed to provide reasonable assurance that information required to be disclosed by Nutrien in its annual filings, interim filings (as these terms are defined in NI 52-109), and other reports filed or submitted by us under securities legislation is recorded, processed, summarized and reported within the required time periods. As at June 30, 2024, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective due to the material weakness described below.

  Internal control over financial reporting  

Management is responsible for establishing and maintaining adequate internal control over financial reporting ("ICFR"), as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, as amended, and NI 52-109. ICFR 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 ICFR, 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.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have designed ICFR based on the framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013). A material weakness is a deficiency, or a combination of deficiencies, in ICFR, such that there is a reasonable possibility that a material misstatement of the annual financial statements, or interim financial statements, will not be prevented or detected on a timely basis. As at June 30, 2024, we have a material weakness related to our controls over derivative contract authorization in Brazil, which resulted in unauthorized execution of derivative contracts. This material weakness did not result in any errors or a material misstatement in our interim or annual financial statements.

In the second quarter of 2024, changes were introduced to our derivative contract authorization and execution process in Brazil. As a result of these changes, our controls were not designed effectively to ensure that segregation of duties was maintained and checks of authorization were performed in a timely manner and that derivative contracts entered into were recorded in our treasury reporting systems on a timely basis.

Notwithstanding this identified material weakness, we believe that our interim financial statements present fairly, in all material respects, our business, financial condition and results of operations for the periods presented.

  Remediation Plan  

The control deficiency described above was identified by our management in late June 2024, prior to the preparation and filing of our interim financial statements as at June 30, 2024 and for the three and six months then ended. We have prioritized the remediation of the material weakness described above and are working to complete certain remediation activities under the oversight of the Audit Committee to resolve the issue.

Specific actions that are being taken to remediate this material weakness include the following:

• redesigning certain processes and controls relating to derivative contract authorization and execution in Brazil, including with respect to segregation of duties, compliance and confirmation, accounting and reconciliation activities, authority limits, and systems controls; and,
 
• enhancing the supervision and review activities related to trading in derivative contracts in Brazil.
 

As the determination regarding the material weakness in ICFR was reached in July 2024, we have not had adequate time to implement, evaluate and test the controls and procedures described above and will not be able to do so until a sufficient period of time has passed to allow us to evaluate the design and test the operational effectiveness of the new and re-designed controls and conclude, through such testing, that these controls are designed and operating effectively. We will continue to address the material weakness with the intention of such being remediated by the end of 2024.

Other than the material weakness described above, there has been no change in our ICFR during the six months ended June 30, 2024 that has materially affected, or is reasonably likely to materially affect, our ICFR.

  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", "project", "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 2024 full-year guidance, including expectations regarding Retail adjusted EBITDA, Potash sales volumes, Nitrogen sales volumes, Phosphate sales volumes, depreciation and amortization, finance costs, effective tax rate and capital expenditures; our projections to generate strong cash from operations; expectations regarding our capital allocation intentions and strategies; our ability to advance strategic initiatives and high value growth investments; capital spending expectations for 2024 and beyond; expectations regarding performance of our operating segments in 2024, including increased potash sales volumes; our operating segment market outlooks and our expectations for market conditions and fundamentals in the second half of 2024 and beyond, and the anticipated supply and demand for our products and services, expected market, industry and growing conditions with respect to crop nutrient application rates, planted acres, grower crop investment, crop mix, including the need to replenish soil nutrient levels, production volumes and expenses, shipments, natural gas costs and availability, consumption, prices, operating rates and the impact of seasonality, import and export volumes, economic sanctions and restrictions, operating rates, inventories, crop development and natural gas curtailments; the negotiation of sales contracts; acquisitions and divestitures and the anticipated benefits thereof; expectations in connection with our ability to deliver long-term returns to shareholders, and expectations related to the timing and outcome of remediation efforts for the material weakness in ICFR related to derivative contract authorization.

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 in relation to the operation of our business as currently planned and our ability to achieve our business objectives include, among other things, assumptions with respect to: our ability to successfully implement our business strategies, growth and capital allocation investments and initiatives that we will conduct our operations and achieve results of operations as anticipated; 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 on the anticipated timeline or at all; 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, weather conditions, including the current El Niño weather pattern, supplier agreements, product distribution agreements, inventory levels, exports, crop development and cost of labor and interest, exchange and effective tax rates; potash demand growth in offshore markets and normalization of Canpotex port operations; global economic conditions and the accuracy of our market outlook expectations for 2024 and in the future; assumptions related to our assessment of recoverable amount estimates of our assets, including in relation to our Retail - Brazil business asset impairments; our intention to complete share repurchases under our normal course issuer bid programs, including Toronto Stock Exchange approval, the funding of such share repurchases, 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 and assumptions related to our ability to fund our dividends at the current level; our expectations regarding the impacts, direct and indirect, of certain geopolitical conflicts, including the war in Eastern Europe and the conflict in the Middle East on, among other things, global supply and demand, including for crop nutrients, energy and commodity prices, global interest rates, supply chains and the global macroeconomic environment, including inflation; assumptions regarding future markets for clean ammonia; 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 and other contracts and our ability to successfully implement new initiatives and programs; and our ability to successfully remediate the material weakness in our ICFR related to derivative contract authorization.

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 achieve expected results of our business strategy, capital allocation initiatives or results of operations; 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 the current El Niño weather pattern (and transition to El Niña weather pattern), 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, antitrust and other laws or regulations and the interpretation thereof; political or military risks, including civil unrest, actions by armed groups or conflict and malicious acts including terrorism and industrial espionage; our ability to access sufficient, cost-effective and timely transportation, distribution and storage of products (including potential rail transportation and port disruptions due to labor strikes and/or work stoppages or other similar actions); the occurrence of a major environmental or safety incident or becoming subject to legal or regulatory proceedings; 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 or challenges related to our major facilities that are out of our control; interruptions of or constraints in availability of key inputs, including natural gas and sulfur; any significant impairment of the carrying amount of certain assets; the risk that rising interest rates and/or deteriorated business operating results may result in the further impairment of assets or goodwill attributed to certain of our cash generating units; 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; geopolitical conflicts, including the war in Eastern Europe and the conflict in the Middle East, and their potential impact on, among other things, global market conditions and supply and demand, including for crop nutrients, 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, targets and commitments; failure to remediate the material weakness in our ICFR related to derivative contract authorization; and other risk factors detailed from time to time in Nutrien reports filed with the Canadian securities regulators and the Securities and Exchange Commission in the United States.

The purpose of our revised Retail adjusted EBITDA and our depreciation and amortization, finance costs, effective tax rate and 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 2023 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 a leading global provider of crop inputs and services. We operate a world-class network of production, distribution and ag retail facilities that positions us to efficiently serve the needs of growers. We focus on creating long-term value by prioritizing investments that strengthen the advantages of our business across the ag value chain and by maintaining access to the resources and the relationships with stakeholders needed to achieve our goals.

More information about Nutrien can be found at www.nutrien.com .

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, August 8, 2024 at 10:00 a.m. Eastern Time.  

Telephone conference dial-in numbers:

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  Non-GAAP Financial Measures  

We use both IFRS measures and certain non-GAAP financial measures to assess performance. Non-GAAP financial measures are financial measures disclosed by the Company that (a) depict historical or expected future financial performance, financial position or cash flow of the Company, (b) with respect to their composition, exclude amounts that are included in, or include amounts that are excluded from, the composition of the most directly comparable financial measure disclosed in the primary financial statements of the Company, (c) are not disclosed in the financial statements of the Company and (d) are not a ratio, fraction, percentage or similar representation. Non-GAAP ratios are financial measures disclosed by the Company that are in the form of a ratio, fraction, percentage or similar representation that has a non-GAAP financial measure as one or more of its components, and that are not disclosed in the financial statements of the Company.

These non-GAAP financial measures and non-GAAP ratios are not standardized financial measures under IFRS and, therefore, are unlikely to be comparable to similar financial measures presented by other companies. Management believes these non-GAAP financial measures and non-GAAP ratios provide transparent and useful supplemental information to help investors evaluate our financial performance, financial condition and liquidity using the same measures as management. These non-GAAP financial measures and non-GAAP ratios should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with IFRS.

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

  Adjusted EBITDA (Consolidated)  

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

  Definition: Adjusted EBITDA is calculated as net earnings (loss) before finance costs, income taxes, depreciation and amortization, share-based compensation and certain foreign exchange gain/loss (net of related derivatives). We also adjust this measure for the following other income and expenses that are excluded when management evaluates the performance of our day-to-day operations: integration and restructuring related costs, impairment or reversal of impairment of assets, gain or loss on disposal of certain businesses and investments, asset retirement obligations ("ARO") and accrued environmental costs ("ERL") related to our non-operating sites, and loss related to financial instruments in Argentina.

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

  Adjusted Net Earnings and Adjusted Net Earnings Per Share  

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

  Definition: Adjusted net earnings and related per share information are calculated as net earnings (loss) before share-based compensation and certain foreign exchange gain/loss (net of related derivatives), net of tax. We also adjust this measure for the following other income and expenses (net of tax) that are excluded when management evaluates the performance of our day-to-day operations: certain integration and restructuring related costs, impairment or reversal of impairment of assets, gain or loss on disposal of certain businesses and investments, gain or loss on early extinguishment of debt or on settlement of derivatives due to discontinuance of hedge accounting, asset retirement obligations and accrued environmental costs related to our non-operating sites, loss related to financial instruments in Argentina, change in recognition of tax losses and deductible temporary differences related to impairments and certain changes to tax declarations (e.g., "Swiss Tax Reform adjustment"). We generally apply the annual forecasted effective tax rate to specific adjustments during the year, and at year-end, we apply the actual effective tax rate.

  Why we use the measure and why it is useful to investors: Focuses on the performance of our day-to-day operations and is used as a component of employee remuneration calculations.

  Effective Tax Rate on Adjusted Net Earnings Guidance  

Effective tax rate on adjusted net earnings guidance is a forward-looking non-GAAP financial measure as it includes adjusted net earnings, which is a non-GAAP financial measure. It is provided to assist readers in understanding our expected financial results. Effective tax rate on adjusted net earnings guidance excludes certain items that management is aware of that permit management to focus on the performance of our operations (see the Adjusted Net Earnings and Adjusted Net Earnings Per Share section for items generally adjusted). 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 because a meaningful or accurate calculation of reconciling items and the information is not available without unreasonable effort due to unknown variables, including the timing and amount of certain reconciling items, 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. The probable significance of such unavailable information, which could be material to future results, cannot be addressed.

  Gross Margin Excluding Depreciation and Amortization Per Tonne – Manufactured Product  

  Most directly comparable IFRS financial measure: Gross margin.

  Definition: Gross margin per tonne less depreciation and amortization per tonne for manufactured products. 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.

  Potash Controllable Cash Cost of Product Manufactured ("COPM") Per Tonne  

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

  Definition: Total Potash COGS excluding depreciation and amortization expense included in COPM, royalties, natural gas costs and carbon taxes, change in inventory, and other adjustments, divided by potash production tonnes.

  Why we use the measure and why it is useful to investors: To assess operational performance. Potash controllable cash COPM excludes the effects of production from other periods and the impacts of our long-term investment decisions, supporting a focus on the performance of our day-to-day operations. Potash controllable cash COPM also excludes royalties and natural gas costs and carbon taxes, which management does not consider controllable, as they are primarily driven by regulatory and market conditions.

  Nutrien Financial Adjusted Net Interest Margin  

  Definition: Nutrien Financial revenue less deemed interest expense divided by average Nutrien Financial net 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 others to evaluate the financial performance of Nutrien Financial.