6-K
Nutrien Ltd. (NTR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
Under the Securities Exchange Act of 1934
For the month of August, 2025
Commission File Number: 001-38336
NUTRIEN LTD.
(Name ofregistrant)
Suite 1700, 211 19th Street East
Saskatoon, Saskatchewan, Canada S7K 5R6
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
Exhibits 99.2 and 99.3 to this report on Form 6-K shall be incorporated by reference into the registrant’s Registration Statements on Form S-8 (File Nos. 333-222384, 333-222385 and 333-226295) and on Form F-10 (File No. 333-278180) under the Securities Act of 1933, as amended.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NUTRIEN LTD. | ||
|---|---|---|
| Date: August 6, 2025 | By: | /s/ Noralee Bradley |
| Name: | Noralee Bradley | |
| Title: | Executive Vice President, External Affairs, Chief Legal Officer and Corporate Secretary |
EXHIBIT INDEX
| Exhibit | Description of Exhibit | |
|---|---|---|
| 99.1 | News Release dated August 6, 2025 | |
| 99.2 | Management’s Discussion and Analysis | |
| 99.3 | Interim Financial Statements and Notes |
EX-99.1
Exhibit 99.1
 |
News Release | |
|---|---|---|
| TSX, NYSE: NTR |
August 6, 2025 – all amounts are in US dollars, except as otherwise noted
Nutrien Reports Second Quarter 2025 Results
| • | First half results supported by strong operational performance and favorable fertilizer market fundamentals. |
|---|---|
| • | Increasing 2025 full-year Potash sales volume guidance range, maintaining capital allocation priorities and continuingto show progress on 2026 performance targets. |
| --- | --- |
SASKATOON, Saskatchewan - Nutrien Ltd. (TSX and NYSE: NTR) announced today its second quarter 2025 results, with net earnings of $1.2 billion ($2.50 diluted net earnings per share). Second quarter 2025 adjusted EBITDA^1^ was $2.5 billion and adjusted net earnings per share^1^ was $2.65.
“Nutrien delivered growth in earnings and cash flow in the first half of 2025, demonstrating strong operational performance and execution on our strategic priorities. We sold record Potash sales volumes, increased Nitrogen operating rates and lowered expenses, while further optimizing capital expenditures and consistently returning cash to shareholders,” commented Ken Seitz, Nutrien’s President and CEO.
“Fertilizer market fundamentals are supported by strong global demand, persistent supply disruptions and project delays. We have seen healthy fertilizer customer engagement and field activity in North America to start the third quarter as farmers focus on maximizing crop yield potential,” added Mr. Seitz.
Highlights^2^:
| • | Generated net earnings of $1.2 billion and adjusted EBITDA of $3.3 billion in the first half of 2025. Adjusted<br>EBITDA increased from the same period in 2024 due to higher fertilizer sales volumes and net selling prices. |
|---|---|
| • | Retail adjusted EBITDA was $1.2 billion in the first half of 2025. Dry weather in Australia and wet conditions in<br>the southern US impacted crop input sales and margins, offsetting the favorable impact of lower expenses and higher crop nutrient volumes in North America. |
| --- | --- |
| • | Potash adjusted EBITDA increased to $1.1 billion in the first half of 2025 due to higher net selling prices and<br>record sales volumes, supported by strong demand in North America and key offshore markets. |
| --- | --- |
| • | Nitrogen adjusted EBITDA increased to $1.1 billion in the first half of 2025 due to higher net selling prices and<br>sales volumes. Our operations delivered a record ammonia operating rate^3^ of 98 percent in the first half of 2025, achieved through improved reliability at our sites. |
| --- | --- |
| • | Returned $0.8 billion to shareholders in the first half of 2025 through dividends and share repurchases. We<br>repurchased 5.7 million shares in 2025 for a total of $316 million, as of August 5, 2025. |
| --- | --- |
| • | Raising 2025 full-year Potash sales volume guidance to 13.9 to 14.5 million tonnes. All other full-year operational<br>guidance ranges remain unchanged. |
| --- | --- |
1 This is a non-GAAP financial measure. See the “Non-GAAP Financial Measures” section. All references to per share amounts pertain to diluted net earnings per share, unless otherwise noted.
2 Our discussion of highlights set out on this page is a comparison of the results for the six months ended June 30, 2025 to the results for the six months ended June 30, 2024, unless otherwise noted.
3 Excludes Trinidad and Joffre.
1
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 6, 2025. 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 20, 2025 (“2024 Annual Report”), which includes our annual audited consolidated financial statements (“annual financial statements”) and MD&A, and our annual information form dated February 20, 2025, each for the year ended December 31, 2024, 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 2024 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, 2025 (“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 crop production prospects in the US and Brazil have pressured crop prices and prospective grower margins.<br>Despite lower crop prices, demand for crop inputs in North America has been strong to start the third quarter of 2025 as farmers aim to maintain optimal plant health and yield potential. |
|---|---|
| • | Brazilian soybean acreage is expected to increase by one to three percent in 2025, supported by strong international<br>soybean demand. Farmers in Brazil have been more active purchasing crop inputs in advance of the upcoming spring planting season compared to the prior two years. |
| --- | --- |
| • | In Australia, timely rains improved winter crop planting prospects and are expected to support crop input demand in the<br>second half of 2025. |
| --- | --- |
Crop Nutrient Markets
| • | Global potash demand in the first half of 2025 was supported by strong potash affordability and low channel inventories.<br>The settlement of contracts with India and China in June and favorable economics for key crops grown in Southeast Asia is expected to support demand in standard grade markets in the second half of 2025. Solid uptake on our potash summer fill program<br>in North America and stable demand in Brazil are expected to support third quarter shipments. As a result, we have raised our 2025 full-year global potash shipment forecast to 73 to 75 million tonnes. |
|---|---|
| • | Global urea supply and demand has remained tight, driven by strong seasonal demand from markets including India, combined<br>with unplanned outages in key producing regions. US urea and UAN prices have been supported by low domestic inventories and trade flow shifts which we anticipate continuing in the second half of 2025. |
| --- | --- |
| • | Global ammonia prices have strengthened in the third quarter of 2025 due to plant outages, project delays and improved<br>demand from phosphate producers. |
| --- | --- |
| • | Phosphate markets continue to be tight due to limited supply, including from Chinese export restrictions. We anticipate<br>that global shipments in 2025 will be constrained by supply availability and weaker grower affordability for phosphate fertilizer could impact demand. |
| --- | --- |
2
Financial and Operational Guidance
| • | Retail adjusted EBITDA guidance of $1.65 to $1.85 billion assumes higher North American crop nutrient and crop protection<br>sales in the second half of 2025 compared to 2024, improved moisture conditions in Australia and continued recovery in Brazil. |
|---|---|
| • | Potash sales volume guidance was increased to 13.9 to 14.5 million tonnes due to expectations for higher global demand in<br>2025. The range is consistent with our historical share of global shipments. |
| --- | --- |
| • | Nitrogen sales volume guidance of 10.7 to 11.2 million tonnes assumes lower ammonia operating rates in the second half of<br>2025 compared to the record achieved in the first half of 2025 due to planned turnaround activity at our North American plants. |
| --- | --- |
| • | Phosphate sales volume guidance of 2.35 to 2.55 million tonnes assumes improved operating rates and sales volumes in the<br>second half of 2025 compared to the prior year with the completion of planned turnarounds in the first half of 2025. |
| --- | --- |
| • | Total capital expenditures of $2.0 to $2.1 billion are expected to be below the prior year. This total includes<br>approximately $400 to $500 million in investing capital expenditures focused on proprietary products, network optimization and digital capabilities in Retail, low-cost brownfield expansions in Nitrogen and<br>mine automation projects in Potash. |
| --- | --- |
| • | Effective tax rate on adjusted net earnings guidance was increased to 24.0% to 26.0% due to a change to our expected<br>geographic mix of earnings. |
| --- | --- |
All guidance numbers, including those noted above, are outlined in the table below. Refer to page 58 of our 2024 Annual Report for anticipated fertilizer pricing and natural gas price sensitivities relating to adjusted EBITDA (consolidated) and adjusted net earnings per share.
| 2025 Guidance Ranges^1^ as of | ||||||||
|---|---|---|---|---|---|---|---|---|
| August 6, 2025 | May 7, 2025 | |||||||
| ($ billions, except as otherwise noted) | Low | High | Low | High | ||||
| Retail adjusted EBITDA | 1.65 | 1.85 | 1.65 | 1.85 | ||||
| Potash sales volumes (million tonnes) ^2^ | 13.9 | 14.5 | 13.6 | 14.4 | ||||
| Nitrogen sales volumes (million tonnes)<br>^2^ | 10.7 | 11.2 | 10.7 | 11.2 | ||||
| Phosphate sales volumes (million tonnes)<br>^2^ | 2.35 | 2.55 | 2.35 | 2.55 | ||||
| Depreciation and amortization | 2.35 | 2.45 | 2.35 | 2.45 | ||||
| Finance costs | 0.65 | 0.75 | 0.65 | 0.75 | ||||
| Effective tax rate on adjusted net earnings (%)<br>^3^ | 24.0 | 26.0 | 22.0 | 25.0 | ||||
| Capital expenditures ^4^ | 2.0 | 2.1 | 2.0 | 2.1 |
1 See the “Forward-Looking Statements” section.
2 Manufactured product only.
3 This is a non-GAAP financial measure. See the “Non-GAAP Financial Measures” section.
4 Comprised of sustaining capital expenditures, investing capital expenditures and mine development and pre-stripping capital expenditures, which are supplementary financial measures. See the “Other Financial Measures” section.
3
Consolidated Results
| Three Months Ended June 30 | Six Months Ended June 30 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( millions, except as otherwise noted) | **** | 2025 | **** | **** | 2024 | **** | **** | % Change | **** | **** | 2025 | **** | **** | 2024 | **** | **** | % Change | **** | ||||||
| Sales | 10,438 | 10,156 | 3 | 15,538 | 15,545 | - | ||||||||||||||||||
| Gross margin | 3,175 | 2,912 | 9 | 4,495 | 4,449 | 1 | ||||||||||||||||||
| Expenses | 1,393 | 2,068 | (33 | ) | 2,487 | 3,186 | (22 | ) | ||||||||||||||||
| Net earnings | 1,229 | 392 | 214 | 1,248 | 557 | 124 | ||||||||||||||||||
| Adjusted EBITDA 1 | 2,486 | 2,235 | 11 | 3,338 | 3,290 | 1 | ||||||||||||||||||
| Diluted net earnings per share (dollars) 2 | 2.50 | 0.78 | 221 | 2.52 | 1.10 | 129 | ||||||||||||||||||
| Adjusted net earnings per share (dollars) 1, 2 | 2.65 | 2.34 | 13 | 2.75 | 2.81 | (2 | ) |
All values are in US Dollars.
1 This is a non-GAAP financial measure. See the “Non-GAAP Financial Measures” section.
2 All references to per share amounts pertain to diluted net earnings per share, unless otherwise noted.
Net earnings and adjusted EBITDA increased in the second quarter and first half of 2025 compared to the same periods in 2024, primarily due to higher fertilizer sales volumes and net selling prices. Net earnings in the second quarter of 2024 were impacted by non-cash impairments of assets and a loss on foreign currency derivatives in Brazil.
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, 2025 to the results for the three and six months ended June 30, 2024, unless otherwise noted.
| Nutrien Ag Solutions(“Retail”) | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended June 30 | Six Months Ended June 30 | |||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ( millions, except as otherwise noted) | **** | 2025 | **** | **** | 2024 | **** | **** | % Change | **** | **** | 2025 | **** | **** | 2024 | **** | **** | % Change | **** | ||||||
| Sales | 7,959 | 8,074 | (1 | ) | 11,049 | 11,382 | (3 | ) | ||||||||||||||||
| Cost of goods sold | 5,941 | 6,045 | (2 | ) | 8,345 | 8,606 | (3 | ) | ||||||||||||||||
| Gross margin | 2,018 | 2,029 | (1 | ) | 2,704 | 2,776 | (3 | ) | ||||||||||||||||
| Adjusted EBITDA 1 | 1,149 | 1,128 | 2 | 1,195 | 1,205 | (1 | ) |
All values are in US Dollars.
1 See Note 2 to the interim financial statements.
| • | Retail adjusted EBITDA increased in the second quarter of 2025 due to higher gross margin for crop nutrients and<br>lower expenses, partially offset by lower seed margins. Dry weather in Australia and wet conditions in the southern US impacted crop input sales and margins in the first half of 2025, offsetting a six percent reduction in selling and general and<br>administrative expenses and higher crop nutrient volumes in North America. | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended June 30 | Six Months Ended June 30 | |||||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Sales | Gross Margin | Sales | Gross Margin | |||||||||||||||||||||||||
| ( millions) | **** | 2025 | **** | **** | 2024 | **** | **** | 2025 | **** | **** | 2024 | **** | **** | 2025 | **** | **** | 2024 | **** | **** | 2025 | **** | **** | 2024 | **** | ||||
| Crop nutrients | 3,391 | 3,281 | 697 | 686 | 4,585 | 4,590 | 916 | 940 | ||||||||||||||||||||
| Crop protection products | 2,666 | 2,733 | 676 | 677 | 3,638 | 3,847 | 867 | 911 | ||||||||||||||||||||
| Seed | 1,278 | 1,434 | 266 | 296 | 1,810 | 1,919 | 336 | 355 | ||||||||||||||||||||
| Services and other | 286 | 292 | 235 | 239 | 432 | 448 | 353 | 364 | ||||||||||||||||||||
| Merchandise | 238 | 245 | 44 | 42 | 427 | 445 | 75 | 73 | ||||||||||||||||||||
| Nutrien Financial | 135 | 133 | 135 | 133 | 205 | 199 | 205 | 199 | ||||||||||||||||||||
| Nutrien Financial elimination 1 | (35 | ) | (44 | ) | (35 | ) | (44 | ) | (48 | ) | (66 | ) | (48 | ) | (66 | ) | ||||||||||||
| Total | 7,959 | 8,074 | 2,018 | 2,029 | 11,049 | 11,382 | 2,704 | 2,776 |
All values are in US Dollars.
1 Represents elimination of the interest and service fees charged by Nutrien Financial to Retail branches.
| • | Crop nutrients sales and gross margin increased in the second quarter of 2025 due to higher sales volumes and<br>selling prices in North America, partially offset by lower sales volumes in Australia due to hot and dry conditions. First half of 2025 sales and gross margin were impacted by lower sales volumes due to strategic actions related to our margin<br>improvement plan in Brazil. |
|---|---|
| • | Crop protection products sales and gross margin were lower in the second quarter and first half of 2025 due to hot<br>and dry conditions in Australia and product mix shifts in North America. |
| --- | --- |
4
| • | Seed sales and gross margin decreased in the second quarter and first half of 2025 due to weather related impacts<br>in the southern US leading to fewer planted acres which impacted proprietary products gross margin. | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Supplemental Data | Three Months Ended June 30 | Six Months Ended June 30 | |||||||||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| Gross Margin | % of Product Line ^1^ | Gross Margin | % of Product Line ^1^ | ||||||||||||||||||||||||||||||
| ( millions, except as<br> otherwise noted) | **** | 2025 | **** | **** | 2024 | **** | **** | 2025 | **** | **** | 2024 | **** | **** | 2025 | **** | **** | 2024 | **** | **** | 2025 | **** | **** | 2024 | **** | |||||||||
| Proprietary products | |||||||||||||||||||||||||||||||||
| Crop nutrients | 228 | 220 | 33 | 32 | 297 | 290 | 32 | 31 | |||||||||||||||||||||||||
| Crop protection products | 246 | 227 | 37 | 34 | 299 | 310 | 34 | 34 | |||||||||||||||||||||||||
| Seed | 87 | 127 | 37 | 44 | 115 | 144 | 34 | 41 | |||||||||||||||||||||||||
| Merchandise | 3 | 4 | 6 | 9 | 6 | 7 | 7 | 9 | |||||||||||||||||||||||||
| Total | 564 | 578 | 29 | 29 | 717 | 751 | 27 | 27 |
All values are in US Dollars.
1 Represents percentage of proprietary product margins over total product line gross margin.
| Three Months Ended June 30 | Six Months Ended June 30 | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sales Volumes<br><br><br>(tonnes - thousands) | Gross Margin / Tonne<br><br><br>(dollars) | Sales Volumes<br><br><br>(tonnes - thousands) | Gross Margin / Tonne<br><br><br>(dollars) | ||||||||||||||||||||||||||||||
| **** | 2025 | **** | **** | 2024 | **** | **** | 2025 | **** | **** | 2024 | **** | **** | 2025 | **** | **** | 2024 | **** | **** | 2025 | **** | **** | 2024 | **** | ||||||||||
| Crop nutrients | |||||||||||||||||||||||||||||||||
| North America | 4,419 | 4,298 | 146 | 146 | 5,883 | 5,762 | 142 | 144 | |||||||||||||||||||||||||
| International | 1,072 | 1,125 | 48 | 53 | 1,898 | 2,043 | 42 | 54 | |||||||||||||||||||||||||
| Total | 5,491 | 5,423 | 127 | 127 | 7,781 | 7,805 | 118 | 120 | |||||||||||||||||||||||||
| (percentages) | June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | |||||||||||||||||||||||||||
| Financial performance measures ^1, 2^ | |||||||||||||||||||||||||||||||||
| Cash operating coverage ratio | 63 | 63 | |||||||||||||||||||||||||||||||
| Adjusted average working capital to sales | 21 | 20 | |||||||||||||||||||||||||||||||
| Adjusted average working capital to sales excluding Nutrien Financial | 1 | - | |||||||||||||||||||||||||||||||
| Nutrien Financial adjusted net interest<br>margin | 5.3 | 5.3 |
1 Rolling four quarters.
2 These are non-GAAP financial measures. See the “Non-GAAP Financial Measures” section.
5
| Potash | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended June 30 | Six Months Ended June 30 | |||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ( millions, except as otherwise noted) | 2025 | 2024 | % Change | 2025 | 2024 | % Change | ||||||||||||
| Net sales | 991 | 756 | 31 | 1,735 | 1,569 | 11 | ||||||||||||
| Cost of goods sold | 440 | 359 | 23 | 820 | 717 | 14 | ||||||||||||
| Gross margin | 551 | 397 | 39 | 915 | 852 | 7 | ||||||||||||
| Adjusted EBITDA 1 | 630 | 472 | 33 | 1,076 | 1,002 | 7 |
All values are in US Dollars.
1 See Note 2 to the interim financial statements.
| • | Potash adjusted EBITDA increased in the second quarter and first half of 2025 due to higher net selling prices and<br>record sales volumes, partially offset by higher provincial mining taxes. | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Manufactured Product | Three Months EndedJune 30 | Six Months EndedJune 30 | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ($ per tonne, except as otherwise noted) | 2025 | 2024 | 2025 | 2024 | ||||||
| Sales volumes (tonnes - thousands) | ||||||||||
| North America | 1,038 | 914 | 2,350 | 2,221 | ||||||
| Offshore | 2,951 | 2,649 | 5,041 | 4,755 | ||||||
| Total sales volumes | 3,989 | 3,563 | 7,391 | 6,976 | ||||||
| Net selling price | ||||||||||
| North America | 279 | 301 | 259 | 306 | ||||||
| Offshore | 237 | 182 | 224 | 187 | ||||||
| Average net selling price | 248 | 212 | 235 | 225 | ||||||
| Cost of goods sold | 110 | 101 | 112 | 103 | ||||||
| Gross margin | 138 | 111 | 123 | 122 | ||||||
| Depreciation and amortization | 47 | 42 | 47 | 43 | ||||||
| Gross margin excluding depreciation and<br>amortization ^1^ | 185 | 153 | 170 | 165 |
1 This is a non-GAAP financial measure. See the “Non-GAAP Financial Measures” section.
| • | Sales volumes in the second quarter and first half of 2025 were the highest on record, supported by healthy potash<br>affordability and strong underlying consumption in North America and key offshore markets. | |||||||
|---|---|---|---|---|---|---|---|---|
| • | Net selling price per tonne increased in the second quarter and first half of 2025 driven by higher<br>benchmark prices in Brazil and Southeast Asia, partially offset by lower benchmark prices in North America compared to the same periods last year. | |||||||
| --- | --- | |||||||
| • | Cost of goods sold per tonne increased in the second quarter and first half of 2025 primarily due to higher<br>depreciation. Controllable cash cost of product manufactured per tonne increased in the first half of 2025 driven by lower planned potash production and higher turnaround costs. | |||||||
| --- | --- | |||||||
| Supplemental Data | Three Months EndedJune 30 | Six Months EndedJune 30 | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2025 | 2024 | 2025 | 2024 | |||||
| Production volumes (tonnes – thousands) | 3,531 | 3,575 | 6,820 | 7,140 | ||||
| Potash controllable cash cost of product<br>manufactured per tonne ^1^ | 55 | 50 | 57 | 53 | ||||
| Canpotex sales by market (percentage of sales volumes)<br>^2^ | ||||||||
| Latin America | 42 | 44 | 37 | 38 | ||||
| Other Asian markets ^3^ | 34 | 27 | 33 | 30 | ||||
| China | 8 | 7 | 12 | 13 | ||||
| India | - | 8 | 2 | 6 | ||||
| Other markets | 16 | 14 | 16 | 13 | ||||
| Total | 100 | 100 | 100 | 100 |
1 This is a non-GAAP financial measure. See the “Non-GAAP Financial Measures” section.
2 See Note 8 to the interim financial statements.
3 All Asian markets except China and India.
6
| Nitrogen | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | Three Months Ended June 30 | **** | Six Months Ended June 30 | ||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ( millions, except as otherwise<br>noted) | **** | 2025 | **** | **** | 2024 | **** | **** | % Change | **** | **** | 2025 | **** | **** | 2024 | **** | **** | % Change | **** | |||||||
| Net sales | 1,260 | 1,028 | 23 | 2,214 | 1,939 | 14 | |||||||||||||||||||
| Cost of goods sold | 744 | 650 | 14 | 1,407 | 1,254 | 12 | |||||||||||||||||||
| Gross margin | 516 | 378 | 37 | 807 | 685 | 18 | |||||||||||||||||||
| Adjusted EBITDA 1 | 667 | 594 | 12 | 1,075 | 1,058 | 2 |
All values are in US Dollars.
1 See Note 2 to the interim financial statements.
| • | Nitrogen adjusted EBITDA increased in the second quarter and first half of 2025 due to higher net selling prices<br>and higher sales volumes, which more than offset higher natural gas costs and lower equity earnings from Profertil S.A. Second quarter of 2024 adjusted EBITDA benefited from insurance recoveries included in other income. Our operations delivered a<br>record ammonia operating rate of 98 percent in the first half of 2025, achieved through improved reliability at our sites. | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Manufactured Product | Three Months EndedJune 30 | Six Months EndedJune 30 | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ( per tonne, except as otherwise<br>noted) | **** | 2025 | **** | **** | 2024 | **** | **** | **** | **** | **** | 2025 | **** | **** | 2024 | **** | |||
| Sales volumes (tonnes - thousands) | ||||||||||||||||||
| Ammonia | 734 | 698 | 1,230 | 1,215 | ||||||||||||||
| Urea and ESN® | 961 | 864 | 1,756 | 1,639 | ||||||||||||||
| Solutions, nitrates and sulfates | 1,322 | 1,256 | 2,500 | 2,471 | ||||||||||||||
| Total sales volumes | 3,017 | 2,818 | 5,486 | 5,325 | ||||||||||||||
| Net selling price | ||||||||||||||||||
| Ammonia | 408 | 405 | 412 | 404 | ||||||||||||||
| Urea and ESN® | 509 | 445 | 477 | 438 | ||||||||||||||
| Solutions, nitrates and sulfates | 287 | 238 | 263 | 232 | ||||||||||||||
| Average net selling price | 387 | 343 | 365 | 335 | ||||||||||||||
| Cost of goods sold | 219 | 211 | 222 | 209 | ||||||||||||||
| Gross margin | 168 | 132 | 143 | 126 | ||||||||||||||
| Depreciation and amortization | 55 | 54 | 56 | 54 | ||||||||||||||
| Gross margin excluding depreciation and<br>amortization 1 | 223 | 186 | 199 | 180 |
All values are in US Dollars.
1 This is a non-GAAP financial measure. See the “Non-GAAP Financial Measures” section.
| • | Sales volumes increased in the second quarter and first half of 2025 due to strong demand and increased production<br>of ammonia and upgraded nitrogen products. | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| • | Net selling price per tonne was higher in the second quarter and first half of 2025 for all major upgraded<br>nitrogen products due to stronger benchmark prices. Ammonia net selling price per tonne was higher in the second quarter of 2025 despite lower global benchmark prices, reflecting the favorable mix of fertilizer sales in the quarter.<br> | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| • | Cost of goods sold per tonne increased in the second quarter and first half of 2025 due to higher natural gas<br>costs. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| Supplemental Data | **** | Three Months EndedJune 30 | **** | **** | Six Months EndedJune 30 | **** | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| **** | 2025 | **** | **** | 2024 | **** | **** | **** | **** | **** | 2025 | **** | **** | 2024 | **** | |||||
| Sales volumes (tonnes – thousands) | |||||||||||||||||||
| Fertilizer | 1,845 | 1,716 | 3,234 | 3,139 | |||||||||||||||
| Industrial and feed | 1,172 | 1,102 | 2,252 | 2,186 | |||||||||||||||
| Production volumes (tonnes – thousands) | |||||||||||||||||||
| Ammonia production – total ^1^ | 1,535 | 1,383 | 3,078 | 2,835 | |||||||||||||||
| Ammonia production – adjusted ^1, 2^ | 1,088 | 999 | 2,164 | 2,017 | |||||||||||||||
| Ammonia operating rate (%) ^2^ | 98 | 89 | 98 | 91 | |||||||||||||||
| Natural gas costs (dollars per MMBtu) | |||||||||||||||||||
| Overall natural gas cost excluding realized derivative impact | 3.31 | 2.65 | 3.61 | 2.91 | |||||||||||||||
| Realized derivative impact ^3^ | - | 0.10 | - | 0.07 | |||||||||||||||
| Overall natural gas cost | 3.31 | 2.75 | 3.61 | 2.98 |
1 All figures are provided on a gross production basis in thousands of product tonnes.
2 Excludes Trinidad and Joffre.
3 Includes realized derivative impacts recorded as part of cost of goods sold or other income and expenses. Refer to Note 3 to the interim financial statements.
7
| Phosphate | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended June 30 | **** | Six Months Ended June 30 | |||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ( millions, except as otherwise noted) | **** | 2025 | **** | **** | 2024 | **** | **** | % Change | **** | **** | 2025 | **** | **** | 2024 | **** | **** | % Change | **** | |||||||||
| Net sales | 396 | 394 | 1 | 756 | 831 | (9) | |||||||||||||||||||||
| Cost of goods sold | 363 | 361 | 1 | 724 | 733 | (1) | |||||||||||||||||||||
| Gross margin | 33 | 33 | - | 32 | 98 | (67) | |||||||||||||||||||||
| Adjusted EBITDA 1 | 92 | 88 | 5 | 153 | 209 | (27) |
All values are in US Dollars.
1 See Note 2 to the interim financial statements.
| • | Phosphate adjusted EBITDA was higher in the second quarter due to higher net selling prices, partially offset by<br>lower sales volumes and higher sulfur input costs. Adjusted EBITDA for the first half of 2025 decreased due to the impact of lower production volumes and higher sulfur input costs, which more than offset higher net selling prices.<br> | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Manufactured Product | Three Months EndedJune 30 | **** | Six Months EndedJune 30 | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ( per tonne, except as otherwise<br>noted) | **** | 2025 | **** | **** | 2024 | **** | **** | 2025 | **** | **** | 2024 | **** | ||||
| Sales volumes (tonnes - thousands) | ||||||||||||||||
| Fertilizer | 374 | 415 | 706 | 862 | ||||||||||||
| Industrial and feed | 169 | 169 | 337 | 342 | ||||||||||||
| Total sales volumes | 543 | 584 | 1,043 | 1,204 | ||||||||||||
| Net selling price | ||||||||||||||||
| Fertilizer | 666 | 601 | 661 | 614 | ||||||||||||
| Industrial and feed | 821 | 830 | 819 | 839 | ||||||||||||
| Average net selling price | 714 | 667 | 712 | 678 | ||||||||||||
| Cost of goods sold | 646 | 602 | 672 | 590 | ||||||||||||
| Gross margin | 68 | 65 | 40 | 88 | ||||||||||||
| Depreciation and amortization | 125 | 116 | 134 | 115 | ||||||||||||
| Gross margin excluding depreciation and<br>amortization 1 | 193 | 181 | 174 | 203 |
All values are in US Dollars.
1 This is a non-GAAP financial measure. See the “Non-GAAP Financial Measures” section.
| • | Sales volumes were lower in the second quarter and first half of 2025 due to the impact of lower production<br>volumes in the first quarter. | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| • | Net selling price per tonne increased in the second quarter and first half of 2025 due to strong phosphate<br>fertilizer fundamentals and optimization of product mix, partially offset by lower industrial net selling prices which reflect the typical lag in price realizations relative to benchmark prices. | ||||||||||||||||
| --- | --- | ||||||||||||||||
| • | Cost of goods sold per tonne increased in the second quarter and first half of 2025 due to increased sulfur input<br>costs, higher depreciation and the impact of lower production volumes in the first quarter. | ||||||||||||||||
| --- | --- | ||||||||||||||||
| Supplemental Data | Three Months EndedJune 30 | Six Months EndedJune 30 | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| **** | 2025 | **** | **** | 2024 | **** | **** | 2025 | **** | **** | 2024 | **** | ||||||
| Production volumes (P2O5 tonnes – thousands) | 333 | 326 | 615 | 678 | |||||||||||||
| P2O5 operating rate (%) | 79 | 77 | 73 | 80 |
8
| Corporate and Others andEliminations | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended June 30 | **** | Six Months Ended June 30 | |||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ( millions, except as otherwise noted) | **** | 2025 | **** | **** | 2024 | **** | **** | % Change | **** | **** | 2025 | **** | **** | 2024 | **** | **** | % Change | **** | |||
| Corporate and Others | |||||||||||||||||||||
| Gross margin 1 | 1 | - | n/m | 11 | - | n/m | |||||||||||||||
| Selling expenses | (2 | ) | (3 | ) | (33 | ) | (5 | ) | (5 | ) | - | ||||||||||
| General and administrative expenses | 95 | 98 | (3 | ) | 193 | 187 | 3 | ||||||||||||||
| Share-based compensation expense | 49 | 10 | 390 | 91 | 16 | 469 | |||||||||||||||
| Foreign exchange loss, net of related derivatives | 22 | 285 | (92 | ) | 29 | 328 | (91 | ) | |||||||||||||
| Other expenses | 46 | 26 | 77 | 64 | 80 | (20 | ) | ||||||||||||||
| Adjusted<br>EBITDA 1 | (104 | ) | (121 | ) | (14 | ) | (185 | ) | (222 | ) | (17 | ) | |||||||||
| Eliminations | |||||||||||||||||||||
| Gross margin | 56 | 75 | (25 | ) | 26 | 38 | (32) | ||||||||||||||
| Adjusted EBITDA<br>1 | 52 | 74 | (30 | ) | 24 | 38 | (37) |
All values are in US Dollars.
1 See Note 2 to the interim financial statements.
| • | Share-based compensation expense was higher in the second quarter and first half of 2025 due to an increase<br>in the fair value of our share-based awards. The fair value of our share-based awards takes into consideration several factors such as our share price movement, our performance relative to our peer group and our return on invested capital.<br> |
|---|---|
| • | Foreign exchange loss, net of related derivatives was lower in the second quarter and first half of 2025 due to a<br>lower loss on foreign currency derivatives in Brazil. |
| --- | --- |
Finance Costs, Income Taxes and Other Comprehensive Income (Loss)
| Three Months Ended June 30 | **** | Six Months Ended June 30 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( millions, except as otherwise noted) | **** | 2025 | **** | **** | 2024 | **** | **** | % Change | **** | **** | 2025 | **** | **** | 2024 | **** | **** | % Change | **** | ||||||
| Finance costs | 155 | 162 | (4 | ) | 334 | 341 | (2 | ) | ||||||||||||||||
| Income taxes | ||||||||||||||||||||||||
| Income tax expense | 398 | 290 | 37 | 426 | 365 | 17 | ||||||||||||||||||
| Actual effective tax rate including discrete items (%) | 24 | 43 | (44 | ) | 25 | 40 | (38 | ) | ||||||||||||||||
| Other comprehensive income (loss) | 184 | 44 | 318 | 209 | (58 | ) | n/m |
All values are in US Dollars.
| • | I ncome tax expense was higher in the second quarter and first half of 2025 mainly due to higher earnings.<br>The decrease in the effective tax rate on ordinary earnings in the second quarter and first half of 2025 was mainly due to lower losses in South America. |
|---|---|
| • | Other comprehensive income (loss) is primarily driven by changes in the currency translation of our foreign<br>operations. In the second quarter and first half of 2025, the gain was higher mainly due to the appreciation of the Brazilian, Australian and Canadian currencies, relative to the US dollar, compared to a depreciation of Brazilian and Canadian<br>currencies relative to the US dollar for the same periods in 2024. |
| --- | --- |
9
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 anduses of cash
| Three Months Ended June 30 | Six Months Ended June 30 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( millions, except as otherwise noted) | **** | 2025 | **** | **** | 2024 | **** | **** | % Change | **** | **** | 2025 | **** | **** | 2024 | **** | **** | % Change | **** | |
| Cash provided by operating activities | 2,538 | 1,807 | 40 | 1,456 | 1,320 | 10 | |||||||||||||
| Cash used in investing activities | (495 | ) | (614 | ) | (19 | ) | (738 | ) | (1,108 | ) | (33 | ) | |||||||
| Cash used in financing activities | (1,572 | ) | (684 | ) | 130 | (207 | ) | (136 | ) | 52 | |||||||||
| Cash used for dividends and share repurchases 1 | (373 | ) | (266 | ) | 40 | (786 | ) | (527 | ) | 49 |
All values are in US Dollars.
1 This is a supplementary financial measure. See the “Other Financial Measures” section.
| Cash provided by operating activities | • Cash provided by operating<br>activities in the second quarter was higher compared to the same period in 2024 due to higher fertilizer sales volumes and net selling prices. Cash provided by operating activities in the first half of 2025 was higher due to lower cash income taxes<br>paid. | |
|---|---|---|
| Cash used in investing activities | • Cash used in investing<br>activities was lower in the second quarter and first half of 2025 due to lower capital expenditures. The first half of 2025 also included proceeds from the sale of our investment in Sinofert Holdings Limited (“Sinofert”). | |
| Cash used in financing activities | • Cash used in financing<br>activities was higher in the second quarter of 2025 as $1.0 billion in senior notes were issued in the second quarter of 2024 with no comparable issuance in the second quarter of 2025. There was also a higher repayment of senior notes maturing in<br>the second quarter of 2025 partially offset by increased commercial paper issuances. The first half of 2025 was higher compared to 2024, primarily from higher share repurchases. | |
| Cash used for dividends and share repurchases | • Cash used for dividends and share repurchases<br>was higher in the second quarter and first half of 2025 as a result of share repurchases in 2025 that did not occur in the same periods in 2024. |
10
Financial Condition Review
The following is a comparison of balance sheet categories that are considered material:
| As at | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( millions, except as otherwise noted) | **** | June 30, 2025 | **** | **** | December 31, 2024 | **** | $ | Change | **** | **** | % Change | **** | |||
| Assets | |||||||||||||||
| Cash and cash equivalents | 1,387 | 853 | 534 | 63 | |||||||||||
| Receivables | 8,086 | 5,390 | 2,696 | 50 | |||||||||||
| Inventories | 5,576 | 6,148 | (572 | ) | (9 | ) | |||||||||
| Prepaid expenses and other current assets | 566 | 1,401 | (835 | ) | (60 | ) | |||||||||
| Property, plant and equipment | 22,496 | 22,604 | (108 | ) | - | ||||||||||
| Investments | 407 | 698 | (291 | ) | (42 | ) | |||||||||
| Liabilities and Shareholders’ Equity | |||||||||||||||
| Short-term debt | 1,882 | 1,534 | 348 | 23 | |||||||||||
| Payables and accrued charges | 8,991 | 9,118 | (127 | ) | (1 | ) | |||||||||
| Long-term debt, including current portion | 10,405 | 9,918 | 487 | 5 | |||||||||||
| Retained earnings | 11,719 | 11,106 | 613 | 6 |
All values are in US Dollars.
| • | Explanations for changes in Cash and cash equivalents are in the “Liquidity and Capital Resources - Sources<br>and uses of cash” section. |
|---|---|
| • | Receivables increased primarily due to the seasonality of Retail sales and higher Potash sales volumes.<br> |
| --- | --- |
| • | Inventories decreased due to the seasonality of our Retail segment. Our North American inventory levels typically<br>build up at year end in preparation for the following year’s planting and application season and are drawn on in the succeeding quarters. |
| --- | --- |
| • | Prepaid expenses and other current assets decreased due to Retail taking delivery of prepaid inventories during<br>the planting and application season in North America. |
| --- | --- |
| • | Property, plant and equipment decreased due to depreciation more than offsetting capital expenditures.<br> |
| --- | --- |
| • | Investments decreased due to the disposal of our remaining investment in Sinofert in the first half of 2025 and<br>dividends received from Profertil S.A. |
| --- | --- |
| • | Short-term debt increased due to higher draws on our credit facilities based on our working capital requirements<br>driven by the seasonality of our business. |
| --- | --- |
| • | Payables and accrued charges decreased due to lower customer prepayments in North America as Retail customers took<br>delivery of prepaid sales, partially offset by higher income tax payable from strong earnings in the second quarter of 2025. |
| --- | --- |
| • | Long-term debt, including current portion, increased due to the issuance of $1,000 million of senior notes in<br>the first quarter of 2025, partially offset by the repayment of $500 million of senior notes in the second quarter of 2025. |
| --- | --- |
| • | Retained earnings increased as net earnings exceeded dividends declared and share repurchases in the first half of<br>2025. |
| --- | --- |
11
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, 2025.
Capital structure (debt and equity)
| ( millions) | June 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|
| Short-term debt | 1,882 | 1,534 | |||
| Current portion of long-term debt | 538 | 1,037 | |||
| Current portion of lease liabilities | 363 | 356 | |||
| Long-term debt | 9,867 | 8,881 | |||
| Lease liabilities | 988 | 999 | |||
| Shareholders’ equity | 25,120 | 24,442 |
All values are in US Dollars.
Commercial paper, credit facilities and other debt
We have a total facility limit of approximately $8,030 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, 2025, we utilized $1,934 million of our total facility limit, which includes $1,654 million of commercial paper outstanding.
As at June 30, 2025, $214 million in letters of credit were outstanding and committed, with $452 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 2024 Annual Report for information on balances, rates and maturities for our notes and debentures. During the first half of 2025, we issued $400 million of 4.500 percent senior notes due March 12, 2027 and $600 million of 5.250 percent senior notes due March 12, 2032, and repaid our $500 million 3.000 percent senior notes upon maturity on April 1, 2025. See note 6 to the interim financial statements.
Outstanding share data
| As at August 5, 2025 | |||
|---|---|---|---|
| Common shares | 485,884,041 | ||
| Options to purchase common shares | 2,680,721 |
For more information on our capital management, see Note 4 to the annual financial statements in our 2024 Annual Report.
12
Quarterly Results
| ( millions, except as otherwise noted) | Q2 2025 | Q1 2025 | Q4 2024 | Q3 2024 | Q2 2024 | Q1 2024 | Q4 2023 | Q3 2023 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sales | 10,438 | 5,100 | 5,079 | 5,348 | 10,156 | 5,389 | 5,664 | 5,631 | |||||||||||||||||||||||
| Net earnings | 1,229 | 19 | 118 | 25 | 392 | 165 | 176 | 82 | |||||||||||||||||||||||
| Net earnings attributable to equity holders of Nutrien | 1,221 | 11 | 113 | 18 | 385 | 158 | 172 | 75 | |||||||||||||||||||||||
| Net earnings per share attributable to equity holders of<br>Nutrien | |||||||||||||||||||||||||||||||
| Basic | 2.51 | 0.02 | 0.23 | 0.04 | 0.78 | 0.32 | 0.35 | 0.15 | |||||||||||||||||||||||
| Diluted | 2.50 | 0.02 | 0.23 | 0.04 | 0.78 | 0.32 | 0.35 | 0.15 |
All values are in US Dollars.
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 2 to the interim financial statements.
The following table describes certain items that impacted our quarterly earnings:
| Quarter | Transaction or Event | |
|---|---|---|
| Q2 2024 | $530 million non-cash<br>impairment of assets comprised of a $335 million non-cash impairment of our Retail – Brazil intangible assets and property plant and equipment due to the ongoing market instability and more moderate<br>margin expectations, and a $195 million non-cash impairment of our Geismar Clean Ammonia project property, plant and equipment as we are no longer pursuing the project. Net earnings also included a<br>foreign exchange loss of $220 million on foreign currency derivatives in Brazil. |
Critical Accounting Estimates
Our significant accounting policies are disclosed in our 2024 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 65 to 66 of our 2024 Annual Report. There were no material changes to our critical accounting estimates for the three or six months ended June 30, 2025.
Controls and Procedures
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 Securities Exchange Act of 1934, as amended, and National Instrument 52-109 Certification ofDisclosure in Issuers’ Annual and Interim Filings. 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.
There has been no change in our ICFR during the three months ended June 30, 2025, that has materially affected, or is reasonably likely to materially affect, our ICFR.
13
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 revised 2025 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 on adjusted net earnings and capital expenditures, including the assumptions and expectations stated therein; expectations regarding our capital allocation intentions and strategies; our ability to advance strategic priorities that strengthen our core business and deliver structural improvements to our earnings and free cash flow; capital spending expectations for 2025 and beyond; expectations regarding performance of our operating segments in 2025 and beyond; the expectation that internally generated cash flow, supplemented by available borrowings, if necessary, will be sufficient to meet our anticipated capital expenditures, planned growth and development activities, and other cash requirements; expectations regarding payment of dividends and share repurchases; our operating segment market outlooks and our expectations for market conditions and fundamentals, and the anticipated supply and demand for our products and services, including the expected impact of supply availability on global shipments of phosphate fertilizer and the expected impact of affordability on demand, expected market, industry and growing conditions with respect to crop nutrient application rates, planted acres, farmer 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, tariffs, trade or export restrictions, economic sanctions and restrictions, operating rates, inventories, crop development and natural gas curtailments; expectations regarding demand in standard grade markets for the second half of 2025; the expected impact of uptake on Nutrien’s summer fill program on third quarter shipments; expectations regarding the demand for crop inputs in North America and Australia; the anticipated inventory levels and trade flow shifts in the second half of 2025 and into 2026 and the expected impact on US urea and UAN prices; the negotiation of sales contracts; acquisitions and divestitures and the anticipated benefits thereof; and expectations in connection with our ability to deliver long-term returns to shareholders.
These forward-looking statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from such forward-looking statements. As such, undue reliance should not be placed on these forward-looking statements.
All of the forward-looking statements are qualified by the assumptions that are stated or inherent in such forward-looking statements, including the assumptions referred to below and elsewhere in this document. Although we believe that these assumptions are reasonable, having regard to our experience and our perception of historical trends, 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; growth in crop nutrient sales volumes; our ability to successfully complete, integrate and realize the anticipated benefits of our already completed and future acquisitions and divestitures; increased proprietary products gross margin; continued Retail recovery in Brazil; a return to historical average crop protection product margin percentages; continued reliability improvements; higher operating rates in Phosphate and Nitrogen; 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, supplier agreements, product distribution agreements, inventory levels, exports, tariffs, including general or retaliatory tariffs, trade restrictions, international trade arrangements, 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 2025 and in the future; assumptions related to our assessment of recoverable amount estimates of our assets; our intention to complete share repurchases under our normal course issuer bid programs, the funding of such share repurchases, existing and future market conditions, including with respect to the price of our common shares, capital allocation priorities 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; 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; availability of investment opportunities that align with our strategic priorities and growth strategy; our ability to maintain
14
investment grade ratings and achieve our performance targets; and our ability to successfully negotiate sales and other 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 achieve expected results of our business strategy, capital allocation initiatives, results of operations or targets, such as our targeted $200 million in annual consolidated cost savings, expected capital expenditures in 2025, delivering upstream fertilizer sales volume growth and advancing high-return downstream Retail growth opportunities; 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 general or retaliatory tariffs, trade restrictions, or other changes to international trade arrangements; the effects of current and future multinational trade agreements or other developments affecting the level of trade or export 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, including risks associated with disclosure thereof; and other risk factors detailed from time to time in Nutrien reports filed with the Canadian securities regulators and the SEC.
The purpose of our Retail adjusted EBITDA, 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 and definitions” section of our 2024 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.
15
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 farmers. 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.
For Further Information:
Jeff Holzman
Senior Vice President, Investor Relations and FP&A
(306) 933-8545
More information about Nutrien can be found at www.nutrien.com.
Selected financial data for download can be found in our data tool at https://www.nutrien.com/investors/interactive-data-tool
Such data is not incorporated by reference herein.
Nutrien will host a Conference Call on Thursday, August 7, 2025 at 10:00 a.m. Eastern Time.
Telephone conference dial-in numbers:
| • | From Canada and the US: 1 (800) 206-4400 |
|---|---|
| • | International: 1 (289) 514-5005 |
| --- | --- |
| • | No access code required. Please dial in 15 minutes prior to ensure you are placed on the call in a timely manner.<br> |
| --- | --- |
Live Audio Webcast: Visit https://www.nutrien.com/news/events/2025-q2-earnings-conference-call
16
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 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: certain 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.
| Three Months Ended June 30 | Six Months Ended June 30 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( millions) | **** | 2025 | **** | **** | 2024 | **** | **** | 2025 | **** | **** | 2024 | **** | ||||
| Net earnings | 1,229 | 392 | 1,248 | 557 | ||||||||||||
| Finance costs | 155 | 162 | 334 | 341 | ||||||||||||
| Income tax expense | 398 | 290 | 426 | 365 | ||||||||||||
| Depreciation and amortization | 614 | 586 | 1,185 | 1,151 | ||||||||||||
| EBITDA 1 | 2,396 | 1,430 | 3,193 | 2,414 | ||||||||||||
| Adjustments: | ||||||||||||||||
| Share-based compensation expense | 49 | 10 | 91 | 16 | ||||||||||||
| Foreign exchange loss, net of related derivatives | 22 | 285 | 29 | 328 | ||||||||||||
| ARO/ERL related (income) expenses for non-operating sites | (2 | ) | (35 | ) | 3 | (32 | ) | |||||||||
| Loss related to financial instruments in Argentina | - | 15 | - | 34 | ||||||||||||
| Restructuring costs | 21 | - | 22 | - | ||||||||||||
| Impairment of assets | - | 530 | - | 530 | ||||||||||||
| Adjusted EBITDA | 2,486 | 2,235 | 3,338 | 3,290 |
All values are in US Dollars.
1 EBITDA is calculated as net earnings before finance costs, income taxes, and depreciation and amortization.
17
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 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. 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.
| Three Months Ended<br><br><br>June 30, 2025 | Six Months Ended<br><br><br>June 30, 2025 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( millions, except as otherwise noted) | **** | Increases(Decreases) | **** | **** | Post-Tax | **** | **** | PerDilutedShare | **** | **** | Increases(Decreases) | **** | **** | Post-Tax | **** | **** | PerDilutedShare | **** | |||||
| Net earnings attributable to equity holders of<br>Nutrien | 1,221 | 2.50 | 1,232 | 2.52 | |||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Share-based compensation expense | 49 | 37 | 0.08 | 91 | 68 | 0.14 | |||||||||||||||||
| Foreign exchange loss, net of related derivatives | 22 | 17 | 0.04 | 29 | 23 | 0.05 | |||||||||||||||||
| Restructuring costs | 21 | 17 | 0.03 | 22 | 18 | 0.04 | |||||||||||||||||
| ARO/ERL related (income) expenses for<br>non-operating sites | (2 | ) | (1 | ) | - | 3 | 3 | - | |||||||||||||||
| Sub-total adjustments | 90 | 70 | 0.15 | 145 | 112 | 0.23 | |||||||||||||||||
| Adjusted net earnings | 1,291 | 2.65 | 1,344 | 2.75 | |||||||||||||||||||
| Three Months Ended<br><br><br>June 30, 2024 | Six Months Ended<br><br><br>June 30, 2024 | ||||||||||||||||||||||
| ( millions, except as otherwise noted) | **** | Increases(Decreases) | **** | **** | Post-Tax | **** | **** | PerDilutedShare | **** | **** | Increases(Decreases) | **** | **** | Post-Tax | **** | **** | PerDilutedShare | **** | |||||
| Net earnings attributable to equity holders of<br>Nutrien | 385 | 0.78 | 543 | 1.10 | |||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Share-based compensation expense | 10 | 8 | 0.02 | 16 | 12 | 0.02 | |||||||||||||||||
| Foreign exchange loss, net of related derivatives | 285 | 283 | 0.57 | 328 | 333 | 0.67 | |||||||||||||||||
| Impairment of assets | 530 | 491 | 1.00 | 530 | 491 | 1.00 | |||||||||||||||||
| ARO/ERL related (income) for non-operating sites | (35 | ) | (25 | ) | (0.06 | ) | (32 | ) | (23 | ) | (0.05 | ) | |||||||||||
| Loss related to financial instruments in Argentina | 15 | 15 | 0.03 | 34 | 34 | 0.07 | |||||||||||||||||
| Sub-total adjustments | 805 | 772 | 1.56 | 876 | 847 | 1.71 | |||||||||||||||||
| Adjusted net earnings | 1,157 | 2.34 | 1,390 | 2.81 |
All values are in US Dollars.
18
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 this forward-looking measure 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.
| Three Months Ended June 30 | Six Months Ended June 30 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( millions, except as otherwise noted) | **** | 2025 | **** | **** | 2024 | **** | **** | 2025 | **** | **** | 2024 | **** | ||||
| Total COGS – Potash | 440 | 359 | 820 | 717 | ||||||||||||
| Change in inventory | (58 | ) | (7 | ) | (51 | ) | 21 | |||||||||
| Other adjustments 1 | (8 | ) | (6 | ) | (21 | ) | (9 | ) | ||||||||
| COPM | 374 | 346 | 748 | 729 | ||||||||||||
| Depreciation and amortization in COPM | (147 | ) | (141 | ) | (292 | ) | (294 | ) | ||||||||
| Royalties in COPM | (23 | ) | (20 | ) | (42 | ) | (39 | ) | ||||||||
| Natural gas costs and carbon taxes in COPM | (10 | ) | (8 | ) | (22 | ) | (20 | ) | ||||||||
| Controllable cash COPM | 194 | 177 | 392 | 376 | ||||||||||||
| Production volumes (tonnes – thousands) | 3,531 | 3,575 | 6,820 | 7,140 | ||||||||||||
| Potash controllable cash COPM per tonne | 55 | 50 | 57 | 53 |
All values are in US Dollars.
1 Other adjustments include unallocated production overhead that is recognized as part of cost of goods sold but is not included in the measurement of inventory and changes in inventory balances.
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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.
| Rolling Four Quarters Ended June 30, 2025 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ millions, except as otherwise noted) | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Total/Average | ||||||||||
| Nutrien Financial revenue | 85 | 77 | 70 | 135 | |||||||||||
| Deemed interest expense ^1^ | (52 | ) | (45 | ) | (29 | ) | (49 | ) | |||||||
| Net interest | 33 | 32 | 41 | 86 | 192 | ||||||||||
| Average Nutrien Financial net receivables | 4,318 | 2,877 | 2,569 | 4,645 | 3,602 | ||||||||||
| Nutrien Financial adjusted net interest<br>margin (%) | 5.3 | ||||||||||||||
| Rolling Four Quarters Ended December 31, 2024 | |||||||||||||||
| ($ millions, except as otherwise noted) | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Total/Average | ||||||||||
| Nutrien Financial revenue | 66 | 133 | 85 | 77 | |||||||||||
| Deemed interest expense ^1^ | (27 | ) | (50 | ) | (52 | ) | (45 | ) | |||||||
| Net interest | 39 | 83 | 33 | 32 | 187 | ||||||||||
| Average Nutrien Financial net receivables | 2,489 | 4,560 | 4,318 | 2,877 | 3,561 | ||||||||||
| Nutrien Financial adjusted net interest<br>margin (%) | 5.3 |
1 Average borrowing rate applied to the notional debt required to fund the portfolio of receivables from customers monitored and serviced by Nutrien Financial.
Retail Cash Operating Coverage Ratio
Definition: Retail selling, general and administrative, and other expenses (income), excluding depreciation and amortization expense, divided by Retail gross margin excluding depreciation and amortization expense in cost of goods sold, for the last four rolling quarters.
Why we use themeasure and why it is useful to investors: To understand the costs and underlying economics of our Retail operations and to assess our Retail operating performance and ability to generate cash flow.
| Rolling Four Quarters Ended June 30, 2025 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ millions, except as otherwise noted) | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Total | ||||||||||
| Selling expenses | 815 | 808 | 755 | 948 | 3,326 | ||||||||||
| General and administrative expenses | 51 | 37 | 44 | 44 | 176 | ||||||||||
| Other expenses (income) | 32 | (8 | ) | 25 | 54 | 103 | |||||||||
| Operating expenses | 898 | 837 | 824 | 1,046 | 3,605 | ||||||||||
| Depreciation and amortization in operating expenses | (182 | ) | (186 | ) | (179 | ) | (172 | ) | (719 | ) | |||||
| Operating expenses excluding depreciation and<br>amortization | 716 | 651 | 645 | 874 | 2,886 | ||||||||||
| Gross margin | 859 | 986 | 686 | 2,018 | 4,549 | ||||||||||
| Depreciation and amortization in cost of goods sold | 8 | 5 | 5 | 5 | 23 | ||||||||||
| Gross margin excluding depreciation and amortization | 867 | 991 | 691 | 2,023 | 4,572 | ||||||||||
| Cash operating coverage ratio (%) | 63 | ||||||||||||||
| **** | Rolling Four Quarters Ended December 31, 2024 | ||||||||||||||
| ($ millions, except as otherwise noted) | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Total | ||||||||||
| Selling expenses | 790 | 1,005 | 815 | 808 | 3,418 | ||||||||||
| General and administrative expenses | 52 | 51 | 51 | 37 | 191 | ||||||||||
| Other expenses (income) | 22 | 41 | 32 | (8 | ) | 87 | |||||||||
| Operating expenses | 864 | 1,097 | 898 | 837 | 3,696 | ||||||||||
| Depreciation and amortization in operating expenses | (190 | ) | (193 | ) | (182 | ) | (186 | ) | (751 | ) | |||||
| Operating expenses excluding depreciation and<br>amortization | 674 | 904 | 716 | 651 | 2,945 | ||||||||||
| Gross margin | 747 | 2,029 | 859 | 986 | 4,621 | ||||||||||
| Depreciation and amortization in cost of goods sold | 4 | 3 | 8 | 5 | 20 | ||||||||||
| Gross margin excluding depreciation and amortization | 751 | 2,032 | 867 | 991 | 4,641 | ||||||||||
| Cash operating coverage ratio (%) | 63 |
20
Retail Adjusted Average Working Capital to Sales and Retail Adjusted Average Working
Capital to Sales Excluding Nutrien Financial
Definition: Retail adjusted average working capital divided by Retail adjusted sales for the last four rolling quarters. We exclude in our calculations the sales and working capital of certain acquisitions during the first year following the acquisition. We also look at this metric excluding Nutrien Financial revenue and working capital.
Why we use the measure and why it is useful to investors: To evaluate operational efficiency. A lower or higher percentage represents increased or decreased efficiency, respectively. The metric excluding Nutrien Financial shows the impact that the working capital of Nutrien Financial has on the ratio.
| Rolling Four Quarters Ended June 30, 2025 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ millions, except as otherwise noted) | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Average/Total | |||||||||||
| Current assets | 10,559 | 10,360 | 11,510 | 11,442 | ||||||||||||
| Current liabilities | (5,263 | ) | (8,028 | ) | (7,561 | ) | (8,051 | ) | ||||||||
| Working capital | 5,296 | 2,332 | 3,949 | 3,391 | 3,742 | |||||||||||
| Working capital from certain recent acquisitions | - | - | - | - | ||||||||||||
| Adjusted working capital | 5,296 | 2,332 | 3,949 | 3,391 | 3,742 | |||||||||||
| Nutrien Financial working capital | (4,318 | ) | (2,877 | ) | (2,569 | ) | (4,645 | ) | ||||||||
| Adjusted working capital excluding Nutrien<br>Financial | 978 | (545 | ) | 1,380 | (1,254 | ) | 140 | |||||||||
| Sales | 3,271 | 3,179 | 3,090 | 7,959 | ||||||||||||
| Sales from certain recent<br>acquisitions | - | - | - | - | ||||||||||||
| Adjusted sales | 3,271 | 3,179 | 3,090 | 7,959 | 17,499 | |||||||||||
| Nutrien Financial revenue | (85 | ) | (77 | ) | (70 | ) | (135 | ) | ||||||||
| Adjusted sales excluding Nutrien Financial | 3,186 | 3,102 | 3,020 | 7,824 | 17,132 | |||||||||||
| Adjusted average working capital to sales (%) | 21 | |||||||||||||||
| Adjusted average working capital to sales excluding Nutrien<br>Financial (%) | 1 | |||||||||||||||
| Rolling Four Quarters Ended December 31, 2024 | ||||||||||||||||
| ($ millions, except as otherwise noted) | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Average/Total | |||||||||||
| Current assets | 11,821 | 11,181 | 10,559 | 10,360 | ||||||||||||
| Current liabilities | (8,401 | ) | (8,002 | ) | (5,263 | ) | (8,028 | ) | ||||||||
| Working capital | 3,420 | 3,179 | 5,296 | 2,332 | 3,557 | |||||||||||
| Working capital from certain recent acquisitions | - | - | - | - | ||||||||||||
| Adjusted working capital | 3,420 | 3,179 | 5,296 | 2,332 | 3,557 | |||||||||||
| Nutrien Financial working capital | (2,489 | ) | (4,560 | ) | (4,318 | ) | (2,877 | ) | ||||||||
| Adjusted working capital excluding Nutrien<br>Financial | 931 | (1,381 | ) | 978 | (545 | ) | (4 | ) | ||||||||
| Sales | 3,308 | 8,074 | 3,271 | 3,179 | ||||||||||||
| Sales from certain recent<br>acquisitions | - | - | - | - | ||||||||||||
| Adjusted sales | 3,308 | 8,074 | 3,271 | 3,179 | 17,832 | |||||||||||
| Nutrien Financial revenue | (66 | ) | (133 | ) | (85 | ) | (77 | ) | ||||||||
| Adjusted sales excluding Nutrien Financial | 3,242 | 7,941 | 3,186 | 3,102 | 17,471 | |||||||||||
| Adjusted average working capital to sales (%) | 20 | |||||||||||||||
| Adjusted average working capital to sales excluding Nutrien Financial (%) | - |
21
Other Financial Measures
Selected Additional Financial Data
| Nutrien Financial | As at June 30, 2025 | As at<br><br><br>December 31,2024 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( millions) | Current | <31 Days<br><br><br>Past Due | 31–90Days<br><br><br>Past Due | >90 Days<br><br><br>Past Due | GrossReceivables | Allowance ^1^ | NetReceivables^2^ | NetReceivables | ||||||||||||||||
| North America | 3,384 | 192 | 62 | 257 | 3,895 | (76 | ) | 3,819 | 2,178 | |||||||||||||||
| International | 724 | 55 | 17 | 43 | 839 | (13 | ) | 826 | 699 | |||||||||||||||
| Nutrien Financial receivables | 4,108 | 247 | 79 | 300 | 4,734 | (89 | ) | 4,645 | 2,877 |
All values are in US Dollars.
1 Bad debt expense on the above receivables for the six months ended June 30, 2025 were $38 million, in the Retail segment.
2 In 2025, we assume a debt-to-equity ratio of 9:1 (2024 – 7:1) in funding Nutrien Financial receivables, based on the underlying credit quality of the assets.
Supplementary Financial Measures
Supplementary financial measures are financial measures disclosed by the Company that (a) are, or are intended to be, disclosed on a periodic basis to depict the historical or expected future financial performance, financial position or cash flow of the Company, (b) are not disclosed in the financial statements of the Company, (c) are not non-GAAP financial measures, and (d) are not non-GAAP ratios.
The following section provides an explanation of the composition of those supplementary financial measures, if not previously provided.
Sustaining capital expenditures: **** Represents capital expenditures that are required to sustain operations at existing levels and include major repairs and maintenance and plant turnarounds.
Investing capital expenditures: **** Represents capital expenditures related to significant expansions of current operations or to create cost savings (synergies). Investing capital expenditures exclude capital outlays for business acquisitions and equity-accounted investees.
Mine development and pre-stripping capital expenditures: Represents capital expenditures that are required for activities to open new areas underground and/or develop a mine or ore body to allow for future production mining and activities required to prepare and/or access the ore, i.e., removal of an overburden that allows access to the ore.
Cash used for dividends and share repurchases: Calculated as dividends paid to Nutrien’s shareholders plus repurchase of common shares as reflected in the unaudited condensed consolidated statements of cash flows. This measure is useful as it represents return of capital to shareholders.
22
| Unaudited |
|---|
Condensed Consolidated FinancialStatements
Condensed Consolidated Statements of Earnings
| Three Months EndedJune 30 | Six Months EndedJune 30 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( millions, except as otherwise noted) | Note | 2025 | 2024 | 2025 | 2024 | ||||||||||
| Sales | 2, 8 | 10,438 | 10,156 | 15,538 | 15,545 | ||||||||||
| Freight, transportation and distribution | 240 | 240 | 466 | 478 | |||||||||||
| Cost of goods sold | 7,023 | 7,004 | 10,577 | 10,618 | |||||||||||
| Gross Margin | 3,175 | 2,912 | 4,495 | 4,449 | |||||||||||
| Selling expenses | 951 | 1,008 | 1,708 | 1,802 | |||||||||||
| General and administrative expenses | 148 | 158 | 300 | 312 | |||||||||||
| Provincial mining taxes | 97 | 68 | 165 | 136 | |||||||||||
| Share-based compensation expense | 49 | 10 | 91 | 16 | |||||||||||
| Impairment of assets | - | 530 | - | 530 | |||||||||||
| Foreign exchange loss, net of related derivatives | 5 | 22 | 285 | 29 | 328 | ||||||||||
| Other expenses | 3 | 126 | 9 | 194 | 62 | ||||||||||
| Earnings Before Finance Costs and Income Taxes | **** | 1,782 | 844 | 2,008 | 1,263 | ||||||||||
| Finance costs | 155 | 162 | 334 | 341 | |||||||||||
| Earnings Before Income Taxes | 1,627 | 682 | 1,674 | 922 | |||||||||||
| Income tax expense | 4 | 398 | 290 | 426 | 365 | ||||||||||
| Net Earnings | 1,229 | 392 | 1,248 | 557 | |||||||||||
| Attributable to | |||||||||||||||
| Equity holders of Nutrien | 1,221 | 385 | 1,232 | 543 | |||||||||||
| Non-controlling<br>interest | 8 | 7 | 16 | 14 | |||||||||||
| Net Earnings | 1,229 | 392 | 1,248 | 557 | |||||||||||
| Net Earnings Per Share Attributable to Equity<br>Holders of Nutrien (“EPS”) | **** | ||||||||||||||
| Basic | 2.51 | 0.78 | 2.52 | 1.10 | |||||||||||
| Diluted | 2.50 | 0.78 | 2.52 | 1.10 | |||||||||||
| Weighted average shares outstanding for basic EPS | 487,396,000 | 494,646,000 | 488,391,000 | 494,608,000 | |||||||||||
| Weighted average shares outstanding for diluted EPS | 487,598,000 | 494,915,000 | 488,563,000 | 494,851,000 | |||||||||||
| Condensed Consolidated Statements of Comprehensive Income | **** | ||||||||||||||
| Three Months EndedJune 30 | Six Months EndedJune 30 | ||||||||||||||
| ( millions, net of related income taxes) | 2025 | 2024 | 2025 | 2024 | |||||||||||
| Net Earnings | 1,229 | 392 | 1,248 | 557 | |||||||||||
| Other comprehensive income (loss) | |||||||||||||||
| Item that will not be reclassified to net earnings: | |||||||||||||||
| Net fair value gain (loss) on investments | - | 36 | (18 | ) | 18 | ||||||||||
| Items that have been or may be subsequently reclassified to net earnings: | |||||||||||||||
| Gain (loss) on currency translation of foreign operations | 162 | 9 | 201 | (57 | ) | ||||||||||
| Other | 22 | (1 | ) | 26 | (19 | ) | |||||||||
| Other Comprehensive Income (Loss) | 184 | 44 | 209 | (58 | ) | ||||||||||
| Comprehensive Income | 1,413 | 436 | 1,457 | 499 | |||||||||||
| Attributable to | |||||||||||||||
| Equity holders of Nutrien | 1,404 | 429 | 1,440 | 486 | |||||||||||
| Non-controlling<br>interest | 9 | 7 | 17 | 13 | |||||||||||
| Comprehensive Income | 1,413 | 436 | 1,457 | 499 |
All values are in US Dollars.
(See Notes to the Condensed Consolidated Financial Statements)
23
| Unaudited |
|---|
Condensed Consolidated Statements ofCash Flows
| Three Months EndedJune 30 | Six Months EndedJune 30 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( millions) | Note | 2025 | 2024 | 2025 | 2024 | |||||||||||
| Operating Activities | ||||||||||||||||
| Net earnings | 1,229 | 392 | 1,248 | 557 | ||||||||||||
| Adjustments for: | ||||||||||||||||
| Depreciation and amortization | 614 | 586 | 1,185 | 1,151 | ||||||||||||
| Share-based compensation expense | 49 | 10 | 91 | 16 | ||||||||||||
| Impairment of assets | - | 530 | - | 530 | ||||||||||||
| (Recovery of) provision for deferred income tax | (48 | ) | 23 | 32 | 51 | |||||||||||
| Net distributed earnings of equity-accounted investees | 90 | 88 | 85 | 38 | ||||||||||||
| Fair value adjustment to derivatives | 5 | 2 | 187 | 8 | 186 | |||||||||||
| Loss related to financial instruments in Argentina | 3 | - | 15 | - | 34 | |||||||||||
| Long-term income tax receivables and payables | 54 | (35 | ) | 16 | 8 | |||||||||||
| Other long-term assets, liabilities and miscellaneous | (39 | ) | 5 | (40 | ) | 70 | ||||||||||
| Cash from operations before working capital changes | 1,951 | 1,801 | 2,625 | 2,641 | ||||||||||||
| Changes in non-cash operating working capital: | ||||||||||||||||
| Receivables | (2,462 | ) | (2,555 | ) | (2,605 | ) | (2,812 | ) | ||||||||
| Inventories and prepaid expenses and other current assets | 2,894 | 3,222 | 1,620 | 1,892 | ||||||||||||
| Payables and accrued charges | 155 | (661 | ) | (184 | ) | (401 | ) | |||||||||
| Cash Provided by Operating Activities | 2,538 | 1,807 | 1,456 | 1,320 | ||||||||||||
| Investing Activities | ||||||||||||||||
| Capital expenditures 1 | (424 | ) | (526 | ) | (724 | ) | (879 | ) | ||||||||
| Business acquisitions, net of cash acquired | - | (4 | ) | (11 | ) | (4 | ) | |||||||||
| (Purchase of) proceeds from investments, held within three months, net | (53 | ) | 3 | (69 | ) | (15 | ) | |||||||||
| Purchase of investments | (91 | ) | (107 | ) | (93 | ) | (111 | ) | ||||||||
| Proceeds from sale of investments | 5 | 93 | 18 | 276 | 18 | |||||||||||
| Net changes in non-cash working capital | 10 | 5 | (78 | ) | (85 | ) | ||||||||||
| Other | (30 | ) | (3 | ) | (39 | ) | (32 | ) | ||||||||
| Cash Used in Investing Activities | (495 | ) | (614 | ) | (738 | ) | (1,108 | ) | ||||||||
| Financing Activities | ||||||||||||||||
| (Repayment of) proceeds from debt, maturing within three months, net | (578 | ) | (1,215 | ) | 334 | (289 | ) | |||||||||
| Proceeds from debt | 6 | - | 998 | 998 | 998 | |||||||||||
| Repayment of debt | 6 | (531 | ) | (75 | ) | (535 | ) | (89 | ) | |||||||
| Repayment of principal portion of lease liabilities | (106 | ) | (106 | ) | (216 | ) | (202 | ) | ||||||||
| Dividends paid to Nutrien’s shareholders | 7 | (268 | ) | (266 | ) | (533 | ) | (527 | ) | |||||||
| Repurchase of common shares, inclusive of related tax | 7 | (105 | ) | - | (253 | ) | - | |||||||||
| Issuance of common shares | 26 | 8 | 29 | 9 | ||||||||||||
| Other | (10 | ) | (28 | ) | (31 | ) | (36 | ) | ||||||||
| Cash Used in Financing Activities | (1,572 | ) | (684 | ) | (207 | ) | (136 | ) | ||||||||
| Effect of Exchange Rate Changes on Cash and Cash<br>Equivalents | 21 | (1 | ) | 23 | (13 | ) | ||||||||||
| Increase in Cash and Cash Equivalents | 492 | 508 | 534 | 63 | ||||||||||||
| Cash and Cash Equivalents – Beginning of<br>Period | 895 | 496 | 853 | 941 | ||||||||||||
| Cash and Cash Equivalents – End of Period | 1,387 | 1,004 | 1,387 | 1,004 | ||||||||||||
| Cash and cash equivalents is composed of: | ||||||||||||||||
| Cash | 1,228 | 953 | 1,228 | 953 | ||||||||||||
| Short-term investments | 159 | 51 | 159 | 51 | ||||||||||||
| 1,387 | 1,004 | 1,387 | 1,004 | |||||||||||||
| Supplemental Cash Flows Information | ||||||||||||||||
| Interest paid | 220 | 216 | 352 | 348 | ||||||||||||
| Income taxes (received) paid | (19 | ) | 83 | (12 | ) | 133 | ||||||||||
| Total cash outflow for leases | 139 | 153 | 289 | 284 |
All values are in US Dollars.
1 Includes additions to property, plant and equipment, and intangible assets for the three months ended June 30, 2025 of $398 million and $26 million (2024 – $491 million and $35 million), respectively, and for the six months ended June 30, 2025 of $677 million and $47 million (2024 – $815 million and $64 million), respectively.
(See Notes to the Condensed Consolidated Financial Statements)
24
| Unaudited |
|---|
Condensed Consolidated Statements of Changes in Shareholders’ Equity
| Accumulated Other Comprehensive(Loss) Income (“AOCI”) | ||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ millions, inclusive of related tax, except as otherwise<br> noted) | Number ofCommonShares | ShareCapital | ContributedSurplus | (Loss) Gainon CurrencyTranslationof ForeignOperations | Other | TotalAOCI | RetainedEarnings | EquityHoldersofNutrien | Non-ControllingInterest | TotalEquity | ||||||||||||||||||||
| Balance – December 31, 2023 | 494,551,730 | 13,838 | 83 | (286 | ) | (10 | ) | (296 | ) | 11,531 | 25,156 | 45 | 25,201 | |||||||||||||||||
| Net earnings | - | - | - | - | - | - | 543 | 543 | 14 | 557 | ||||||||||||||||||||
| Other comprehensive loss | - | - | - | (56 | ) | (1 | ) | (57 | ) | - | (57 | ) | (1 | ) | (58 | ) | ||||||||||||||
| Dividends declared ^1^ | - | - | - | - | - | - | (532 | ) | (532 | ) | - | (532 | ) | |||||||||||||||||
| Non-controlling interest transactions | - | - | - | - | - | - | - | - | (26 | ) | (26 | ) | ||||||||||||||||||
| Effect of share-based compensation including<br><br><br>issuance of common shares | 153,808 | 8 | 3 | - | - | - | - | 11 | - | 11 | ||||||||||||||||||||
| Transfer of net loss on cash flow hedges | - | - | - | - | 8 | 8 | - | 8 | - | 8 | ||||||||||||||||||||
| Other | - | - | - | (2 | ) | - | (2 | ) | - | (2 | ) | - | (2 | ) | ||||||||||||||||
| Balance – June 30, 2024 | 494,705,538 | 13,846 | 86 | (344 | ) | (3 | ) | (347 | ) | 11,542 | 25,127 | 32 | 25,159 | |||||||||||||||||
| Balance – December 31, 2024 | 491,025,446 | 13,748 | 68 | (537 | ) | 22 | (515 | ) | 11,106 | 24,407 | 35 | 24,442 | ||||||||||||||||||
| Net earnings | - | - | - | - | - | - | 1,232 | 1,232 | 16 | 1,248 | ||||||||||||||||||||
| Other comprehensive income | - | - | - | 200 | 8 | 208 | - | 208 | 1 | 209 | ||||||||||||||||||||
| Shares repurchased for cancellation (Note 7) | (4,741,786 | ) | (133 | ) | (10 | ) | - | - | - | (114 | ) | (257 | ) | - | (257 | ) | ||||||||||||||
| Dividends declared ^1^ | - | - | - | - | - | - | (533 | ) | (533 | ) | - | (533 | ) | |||||||||||||||||
| Non-controlling interest transactions | - | - | - | - | - | - | - | - | (21 | ) | (21 | ) | ||||||||||||||||||
| Effect of share-based compensation including<br><br><br>issuance of common shares | 581,799 | 35 | (3 | ) | - | - | - | - | 32 | - | 32 | |||||||||||||||||||
| Transfer of net gain on sale of investment | - | - | - | - | (27 | ) | (27 | ) | 27 | - | - | - | ||||||||||||||||||
| Transfer of net loss on cash flow hedges | - | - | - | - | 1 | 1 | - | 1 | - | 1 | ||||||||||||||||||||
| Other | - | - | - | (2 | ) | - | (2 | ) | 1 | (1 | ) | - | (1 | ) | ||||||||||||||||
| Balance – June 30, 2025 | 486,865,459 | 13,650 | 55 | (339 | ) | 4 | (335 | ) | 11,719 | 25,089 | 31 | 25,120 |
1 During the six months ended June 30, 2025, we declared dividends of $1.09 per share (2024 - $1.08 per share).
(See Notes to the Condensed Consolidated Financial Statements)
25
| Unaudited |
|---|
Condensed Consolidated Balance Sheets
| As at June 30 | As atDecember 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( millions) | Note | 2025 | 2024 | 2024 | ||||||||||
| Assets | ||||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | 1,387 | 1,004 | 853 | |||||||||||
| Receivables | 8 | 8,086 | 8,123 | 5,390 | ||||||||||
| Inventories | 5,576 | 5,298 | 6,148 | |||||||||||
| Prepaid expenses and other current assets | 566 | 663 | 1,401 | |||||||||||
| 15,615 | 15,088 | 13,792 | ||||||||||||
| Non-current assets | ||||||||||||||
| Property, plant and equipment | 22,496 | 22,198 | 22,604 | |||||||||||
| Goodwill | 12,121 | 12,094 | 12,043 | |||||||||||
| Intangible assets | 1,745 | 1,912 | 1,819 | |||||||||||
| Investments | 5 | 407 | 703 | 698 | ||||||||||
| Other assets | 871 | 996 | 884 | |||||||||||
| Total Assets | 53,255 | 52,991 | 51,840 | |||||||||||
| Liabilities | ||||||||||||||
| Current liabilities | ||||||||||||||
| Short-term debt | 1,882 | 1,571 | 1,534 | |||||||||||
| Current portion of long-term debt | 6 | 538 | 1,012 | 1,037 | ||||||||||
| Current portion of lease liabilities | 363 | 364 | 356 | |||||||||||
| Payables and accrued charges | 8,991 | 9,024 | 9,118 | |||||||||||
| 11,774 | 11,971 | 12,045 | ||||||||||||
| Non-current liabilities | ||||||||||||||
| Long-term debt | 6 | 9,867 | 9,399 | 8,881 | ||||||||||
| Lease liabilities | 988 | 1,024 | 999 | |||||||||||
| Deferred income tax liabilities | 3,512 | 3,615 | 3,539 | |||||||||||
| Pension and other post-retirement benefit liabilities | 232 | 245 | 227 | |||||||||||
| Asset retirement obligations and accrued environmental costs | 1,536 | 1,406 | 1,543 | |||||||||||
| Other non-current<br>liabilities | 226 | 172 | 164 | |||||||||||
| Total Liabilities | 28,135 | 27,832 | 27,398 | |||||||||||
| Shareholders’ Equity | ||||||||||||||
| Share capital | 7 | 13,650 | 13,846 | 13,748 | ||||||||||
| Contributed surplus | 55 | 86 | 68 | |||||||||||
| Accumulated other comprehensive loss | (335 | ) | (347 | ) | (515 | ) | ||||||||
| Retained earnings | 11,719 | 11,542 | 11,106 | |||||||||||
| Equity holders of Nutrien | 25,089 | 25,127 | 24,407 | |||||||||||
| Non-controlling<br>interest | 31 | 32 | 35 | |||||||||||
| Total Shareholders’ Equity | 25,120 | 25,159 | 24,442 | |||||||||||
| Total Liabilities and Shareholders’<br>Equity | 53,255 | 52,991 | 51,840 |
All values are in US Dollars.
(See Notes to the Condensed Consolidated Financial Statements)
26
| Unaudited |
|---|
Notes to the Condensed ConsolidatedFinancial Statements
As at and for the Three and Six Months Ended June 30, 2025
Note 1Basis of presentation ****
Nutrien Ltd. (collectively with its subsidiaries, “Nutrien”, “we”, “us”, “our” or “the Company”) 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 farmers.
These unaudited interim condensed consolidated financial statements (“interim financial statements”) are based on International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and have been prepared in accordance with IAS 34, “Interim Financial Reporting”. The accounting policies and methods of computation used in preparing these interim financial statements are materially consistent with those used in the preparation of our 2024 annual audited consolidated financial statements. These interim financial statements include the accounts of Nutrien and its subsidiaries; however, they do not include all disclosures normally provided in annual audited consolidated financial statements and should be read in conjunction with our 2024 annual audited consolidated financial statements. These interim financial statements are presented in millions of US dollars, unless otherwise indicated, which is the functional currency of Nutrien and the majority of its subsidiaries.
Certain immaterial 2024 figures have been reclassified in the condensed consolidated statements of cash flows.
In management’s opinion, the interim financial statements include all adjustments necessary to fairly present such information in all material respects. Interim results are not necessarily indicative of the results expected for any other interim period or the fiscal year. These interim financial statements were authorized for issue by the Audit Committee of the Board of Directors on August 6, 2025.
Note 2Segment information ****
We have four reportable operating segments: Nutrien Ag Solutions (“Retail”), Potash, Nitrogen and Phosphate. Our downstream Retail segment distributes crop nutrients, crop protection products, seed and merchandise, and provides agronomic application services and solutions, including the services offered through Nutrien Financial. Retail also manufactures and distributes proprietary products and provides services directly to farmers through a network of retail locations in North America, South America and Australia. Our upstream Potash, Nitrogen and Phosphate segments are differentiated by the chemical nutrient contained in the products that each segment produces and are supported by midstream activities, which include the global sales, freight, transportation and distribution of our products, which are reported within these segments, respectively. Potash freight, transportation and distribution costs only apply to our North American potash sales volumes. Sales reported under our Corporate and Others segment relates to our non-core business. EBITDA presented in the succeeding tables is calculated as net earnings (loss) before finance costs, income taxes, and depreciation and amortization.
Seasonality in our business results from increased demand for products during planting season. Crop input sales are generally higher in the spring and fall application seasons. Crop 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 received are typically concentrated in December and January and inventory prepayments paid to our suppliers are typically concentrated in the period from November to January. Feed and industrial sales are more evenly distributed throughout the year.
| Downstream | Upstream and Midstream | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ millions) | Retail | Potash | Nitrogen | Phosphate | Corporateand Others | Eliminations | Consolidated | ||||||||||||||||
| Assets – as at June 30, 2025 | 23,241 | 14,110 | 11,651 | 2,501 | 2,683 | (931 | ) | 53,255 | |||||||||||||||
| Assets – as at December 31,<br>2024 | 22,149 | 13,792 | 11,603 | 2,453 | 2,571 | (728 | ) | 51,840 |
27
| Unaudited | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended June 30, 2025 | ||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Downstream | Upstream and Midstream | |||||||||||||||||||||||
| ($ millions) | Retail | Potash | Nitrogen | Phosphate | Corporateand Others | Eliminations | Consolidated | |||||||||||||||||
| Sales – third party | 7,959 | 992 | 1,104 | 382 | 1 | - | 10,438 | |||||||||||||||||
| – intersegment | - | 93 | 309 | 67 | - | (469 | ) | - | ||||||||||||||||
| Sales – total | 7,959 | 1,085 | 1,413 | 449 | 1 | (469 | ) | 10,438 | ||||||||||||||||
| Freight, transportation and<br>distribution | - | 94 | 153 | 53 | - | (60 | ) | 240 | ||||||||||||||||
| Net sales | 7,959 | 991 | 1,260 | 396 | 1 | (409 | ) | 10,198 | ||||||||||||||||
| Cost of goods sold | 5,941 | 440 | 744 | 363 | - | (465 | ) | 7,023 | ||||||||||||||||
| Gross margin | 2,018 | 551 | 516 | 33 | 1 | 56 | 3,175 | |||||||||||||||||
| Selling expenses (recovery) | 948 | 2 | 8 | 1 | (2 | ) | (6 | ) | 951 | |||||||||||||||
| General and administrative expenses | 44 | 2 | 6 | 1 | 95 | - | 148 | |||||||||||||||||
| Provincial mining taxes | - | 97 | - | - | - | - | 97 | |||||||||||||||||
| Share-based compensation expense | - | - | - | - | 49 | - | 49 | |||||||||||||||||
| Foreign exchange loss, net of related derivatives | - | - | - | - | 22 | - | 22 | |||||||||||||||||
| Other expenses | 54 | 8 | 1 | 7 | 46 | 10 | 126 | |||||||||||||||||
| Earnings (loss) before finance costs and income taxes | 972 | 442 | 501 | 24 | (209 | ) | 52 | 1,782 | ||||||||||||||||
| Depreciation and amortization | 177 | 188 | 166 | 68 | 15 | - | 614 | |||||||||||||||||
| EBITDA | 1,149 | 630 | 667 | 92 | (194 | ) | 52 | 2,396 | ||||||||||||||||
| Restructuring costs | - | - | - | - | 21 | - | 21 | |||||||||||||||||
| Share-based compensation expense | - | - | - | - | 49 | - | 49 | |||||||||||||||||
| ARO/ERL related expenses for non-operating sites | - | - | - | - | (2 | ) | - | (2 | ) | |||||||||||||||
| Foreign exchange loss, net of related<br>derivatives | - | - | - | - | 22 | - | 22 | |||||||||||||||||
| Adjusted EBITDA | 1,149 | 630 | 667 | 92 | (104 | ) | 52 | 2,486 |
28
| Unaudited | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended June 30, 2024 | ||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Downstream | Upstream and Midstream | |||||||||||||||||||||||
| ($ millions) | Retail | Potash | Nitrogen | Phosphate | Corporateand Others | Eliminations | Consolidated | |||||||||||||||||
| Sales – third party | 8,074 | 750 | 948 | 384 | - | - | 10,156 | |||||||||||||||||
| – intersegment | - | 86 | 239 | 67 | - | (392 | ) | - | ||||||||||||||||
| Sales – total | 8,074 | 836 | 1,187 | 451 | - | (392 | ) | 10,156 | ||||||||||||||||
| Freight, transportation and<br>distribution | - | 80 | 159 | 57 | - | (56 | ) | 240 | ||||||||||||||||
| Net sales | 8,074 | 756 | 1,028 | 394 | - | (336 | ) | 9,916 | ||||||||||||||||
| Cost of goods sold | 6,045 | 359 | 650 | 361 | - | (411 | ) | 7,004 | ||||||||||||||||
| Gross margin | 2,029 | 397 | 378 | 33 | - | 75 | 2,912 | |||||||||||||||||
| Selling expenses (recovery) | 1,005 | 3 | 8 | 2 | (3 | ) | (7 | ) | 1,008 | |||||||||||||||
| General and administrative expenses | 51 | 1 | 5 | 3 | 98 | - | 158 | |||||||||||||||||
| Provincial mining taxes | - | 68 | - | - | - | - | 68 | |||||||||||||||||
| Share-based compensation expense | - | - | - | - | 10 | - | 10 | |||||||||||||||||
| Impairment of assets | 335 | - | 195 | - | - | - | 530 | |||||||||||||||||
| Foreign exchange loss, net of related derivatives | - | - | - | - | 285 | - | 285 | |||||||||||||||||
| Other expenses (income) | 41 | 4 | (78 | ) | 8 | 26 | 8 | 9 | ||||||||||||||||
| Earnings (loss) before finance costs and income taxes | 597 | 321 | 248 | 20 | (416 | ) | 74 | 844 | ||||||||||||||||
| Depreciation and amortization | 196 | 151 | 151 | 68 | 20 | - | 586 | |||||||||||||||||
| EBITDA | 793 | 472 | 399 | 88 | (396 | ) | 74 | 1,430 | ||||||||||||||||
| Share-based compensation expense | - | - | - | - | 10 | - | 10 | |||||||||||||||||
| Impairment of assets | 335 | - | 195 | - | - | - | 530 | |||||||||||||||||
| Loss related to financial instruments in Argentina | - | - | - | - | 15 | - | 15 | |||||||||||||||||
| ARO/ERL related income for non-operating sites | - | - | - | - | (35 | ) | - | (35 | ) | |||||||||||||||
| Foreign exchange loss, net of related<br>derivatives | - | - | - | - | 285 | - | 285 | |||||||||||||||||
| Adjusted EBITDA | 1,128 | 472 | 594 | 88 | (121 | ) | 74 | 2,235 |
29
| Unaudited | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Six Months Ended June 30, 2025 | ||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Downstream | Upstream and Midstream | |||||||||||||||||||||||
| ($ millions) | Retail | Potash | Nitrogen | Phosphate | Corporateand Others | Eliminations | Consolidated | |||||||||||||||||
| Sales – third party | 11,049 | 1,758 | 1,996 | 720 | 15 | - | 15,538 | |||||||||||||||||
| – intersegment | - | 188 | 491 | 134 | - | (813 | ) | - | ||||||||||||||||
| Sales – total | 11,049 | 1,946 | 2,487 | 854 | 15 | (813 | ) | 15,538 | ||||||||||||||||
| Freight, transportation and<br>distribution | - | 211 | 273 | 98 | - | (116 | ) | 466 | ||||||||||||||||
| Net sales | 11,049 | 1,735 | 2,214 | 756 | 15 | (697 | ) | 15,072 | ||||||||||||||||
| Cost of goods sold | 8,345 | 820 | 1,407 | 724 | 4 | (723 | ) | 10,577 | ||||||||||||||||
| Gross margin | 2,704 | 915 | 807 | 32 | 11 | 26 | 4,495 | |||||||||||||||||
| Selling expenses (recovery) | 1,703 | 5 | 15 | 3 | (5 | ) | (13 | ) | 1,708 | |||||||||||||||
| General and administrative expenses | 88 | 4 | 12 | 3 | 193 | - | 300 | |||||||||||||||||
| Provincial mining taxes | - | 165 | - | - | - | - | 165 | |||||||||||||||||
| Share-based compensation expense | - | - | - | - | 91 | - | 91 | |||||||||||||||||
| Foreign exchange loss, net of related derivatives | - | - | - | - | 29 | - | 29 | |||||||||||||||||
| Other expenses | 79 | 10 | 13 | 13 | 64 | 15 | 194 | |||||||||||||||||
| Earnings (loss) before finance costs and income taxes | 834 | 731 | 767 | 13 | (361 | ) | 24 | 2,008 | ||||||||||||||||
| Depreciation and amortization | 361 | 345 | 308 | 140 | 31 | - | 1,185 | |||||||||||||||||
| EBITDA | 1,195 | 1,076 | 1,075 | 153 | (330 | ) | 24 | 3,193 | ||||||||||||||||
| Restructuring costs | - | - | - | - | 22 | - | 22 | |||||||||||||||||
| Share-based compensation expense | - | - | - | - | 91 | - | 91 | |||||||||||||||||
| ARO/ERL related expenses for non-operating sites^^ | - | - | - | - | 3 | - | 3 | |||||||||||||||||
| Foreign exchange loss, net of related<br>derivatives | - | - | - | - | 29 | - | 29 | |||||||||||||||||
| Adjusted EBITDA | 1,195 | 1,076 | 1,075 | 153 | (185 | ) | 24 | 3,338 | ||||||||||||||||
| Six Months Ended June 30, 2024 | ||||||||||||||||||||||||
| Downstream | Upstream and Midstream | |||||||||||||||||||||||
| ($ millions) | Retail | Potash | Nitrogen | Phosphate | Corporateand Others | Eliminations | Consolidated | |||||||||||||||||
| Sales – third party | 11,382 | 1,571 | 1,794 | 798 | - | - | 15,545 | |||||||||||||||||
| – intersegment | - | 192 | 421 | 152 | - | (765 | ) | - | ||||||||||||||||
| Sales – total | 11,382 | 1,763 | 2,215 | 950 | - | (765 | ) | 15,545 | ||||||||||||||||
| Freight, transportation and<br>distribution | - | 194 | 276 | 119 | - | (111 | ) | 478 | ||||||||||||||||
| Net sales | 11,382 | 1,569 | 1,939 | 831 | - | (654 | ) | 15,067 | ||||||||||||||||
| Cost of goods sold | 8,606 | 717 | 1,254 | 733 | - | (692 | ) | 10,618 | ||||||||||||||||
| Gross margin | 2,776 | 852 | 685 | 98 | - | 38 | 4,449 | |||||||||||||||||
| Selling expenses (recovery) | 1,795 | 6 | 15 | 4 | (5 | ) | (13 | ) | 1,802 | |||||||||||||||
| General and administrative expenses | 103 | 5 | 10 | 7 | 187 | - | 312 | |||||||||||||||||
| Provincial mining taxes | - | 136 | - | - | - | - | 136 | |||||||||||||||||
| Share-based compensation expense | - | - | - | - | 16 | - | 16 | |||||||||||||||||
| Impairment of assets | 335 | - | 195 | - | - | - | 530 | |||||||||||||||||
| Foreign exchange loss, net of related derivatives | - | - | - | - | 328 | - | 328 | |||||||||||||||||
| Other expenses (income) | 63 | 1 | (111 | ) | 16 | 80 | 13 | 62 | ||||||||||||||||
| Earnings (loss) before finance costs and income taxes | 480 | 704 | 576 | 71 | (606 | ) | 38 | 1,263 | ||||||||||||||||
| Depreciation and amortization | 390 | 298 | 287 | 138 | 38 | - | 1,151 | |||||||||||||||||
| EBITDA | 870 | 1,002 | 863 | 209 | (568 | ) | 38 | 2,414 | ||||||||||||||||
| Share-based compensation expense | - | - | - | - | 16 | - | 16 | |||||||||||||||||
| Impairment of assets | 335 | - | 195 | - | - | - | 530 | |||||||||||||||||
| Loss related to financial instruments in Argentina | - | - | - | - | 34 | - | 34 | |||||||||||||||||
| ARO/ERL related income for non-operating sites | - | - | - | - | (32 | ) | - | (32 | ) | |||||||||||||||
| Foreign exchange loss, net of related<br>derivatives | - | - | - | - | 328 | - | 328 | |||||||||||||||||
| Adjusted EBITDA | 1,205 | 1,002 | 1,058 | 209 | (222 | ) | 38 | 3,290 |
30
| Unaudited | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| Three Months Ended<br>June 30 | Six Months Ended<br>June 30 | |||||||||||
| ($ millions) | 2025 | 2024 | 2025 | 2024 | ||||||||
| Retail sales by product line | ||||||||||||
| Crop nutrients | 3,391 | 3,281 | 4,585 | 4,590 | ||||||||
| Crop protection products | 2,666 | 2,733 | 3,638 | 3,847 | ||||||||
| Seed | 1,278 | 1,434 | 1,810 | 1,919 | ||||||||
| Services and other | 286 | 292 | 432 | 448 | ||||||||
| Merchandise | 238 | 245 | 427 | 445 | ||||||||
| Nutrien Financial | 135 | 133 | 205 | 199 | ||||||||
| Nutrien Financial elimination ^1^ | (35 | ) | (44 | ) | (48 | ) | (66 | ) | ||||
| 7,959 | 8,074 | 11,049 | 11,382 | |||||||||
| Potash sales by geography | ||||||||||||
| Manufactured product | ||||||||||||
| North America | 382 | 353 | 816 | 873 | ||||||||
| Offshore ^2^ | 701 | 482 | 1,127 | 889 | ||||||||
| Other potash and purchased products | 2 | 1 | 3 | 1 | ||||||||
| 1,085 | 836 | 1,946 | 1,763 | |||||||||
| Nitrogen sales by product line | ||||||||||||
| Manufactured product | ||||||||||||
| Ammonia | 359 | 351 | 599 | 595 | ||||||||
| Urea and ESN^®^ | 530 | 426 | 912 | 792 | ||||||||
| Solutions, nitrates and sulfates | 430 | 343 | 751 | 662 | ||||||||
| Other nitrogen and purchased products | 94 | 67 | 225 | 166 | ||||||||
| 1,413 | 1,187 | 2,487 | 2,215 | |||||||||
| Phosphate sales by product line | ||||||||||||
| Manufactured product | ||||||||||||
| Fertilizer | 285 | 291 | 534 | 612 | ||||||||
| Industrial and feed | 155 | 155 | 306 | 322 | ||||||||
| Other phosphate and purchased products | 9 | 5 | 14 | 16 | ||||||||
| 449 | 451 | 854 | 950 |
All values are in US Dollars.
1 Represents elimination of the interest and service fees charged by Nutrien Financial to Retail branches.
2 Relates to Canpotex Limited (“Canpotex”) (see Note 8) and includes provisional pricing adjustments for the three months ended June 30, 2025 of $27 million (2024 – $(1) million) and the six months ended June 30, 2025 of $58 million (2024 – $11 million).
Note 3 Other expenses (income)
| Three Months EndedJune 30 | Six Months Ended<br>June 30 | |||||||||||||||
| ( millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Restructuring costs | 21 | - | 22 | - | ||||||||||||
| Earnings of equity-accounted investees | (9 | ) | (30 | ) | (14 | ) | (81 | ) | ||||||||
| Bad debt expense | 38 | 50 | 57 | 63 | ||||||||||||
| Project feasibility costs | 26 | 28 | 41 | 43 | ||||||||||||
| Customer prepayment costs | 19 | 15 | 37 | 31 | ||||||||||||
| Legal expenses | 5 | 4 | 7 | 8 | ||||||||||||
| Insurance recoveries | - | (67 | ) | - | (67 | ) | ||||||||||
| (Gain) loss on natural gas derivatives not designated as hedge | - | (1 | ) | - | 2 | |||||||||||
| Loss related to financial instruments in Argentina | - | 15 | - | 34 | ||||||||||||
| ARO/ERL related (income) expenses for<br>non-operating sites 1 | (2 | ) | (35 | ) | 3 | (32 | ) | |||||||||
| Other expenses | 28 | 30 | 41 | 61 | ||||||||||||
| 126 | 9 | 194 | 62 |
All values are in US Dollars.
1 ARO/ERL refers to asset retirement obligations and accrued environmental costs.
31
| Unaudited |
|---|
Note 4 Income taxes
A separate estimated average annual effective income tax rate was determined and applied individually to the interim period pre-tax earnings for each taxing jurisdiction.
| Three Months EndedJune 30 | Six Months Ended<br><br><br>June 30 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( millions, except as otherwise noted) | 2025 | 2024 | 2025 | 2024 | ||||||||||
| Actual effective tax rate on earnings (%) | 23 | 46 | 24 | 42 | ||||||||||
| Actual effective tax rate including discrete items (%) | 24 | 43 | 25 | 40 | ||||||||||
| Discrete tax adjustments that impacted the<br>tax rate 1 | 22 | (23 | ) | 27 | (20 | ) |
All values are in US Dollars.
1 Discrete tax adjustments arise from specific, significant or unusual events that are recognized in the period in which the event occurs, rather than being allocated across the year through the annual effective tax rate.
Note 5 Financial instruments
Foreign currency derivatives
| Three Months EndedJune 30 | Six Months Ended<br><br><br>June 30 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( millions) | 2025 | 2024 | 2025 | 2024 | |||||||||
| Foreign exchange loss | 31 | 40 | 17 | 30 | |||||||||
| Hyperinflationary loss | - | 20 | - | 65 | |||||||||
| (Gain) loss on foreign currency derivatives at fair value<br>through profit or loss | (9 | ) | 225 | 12 | 233 | ||||||||
| Foreign exchange loss, net of related<br>derivatives | 22 | 285 | 29 | 328 |
All values are in US Dollars.
Our financial instruments carrying amount are a reasonable approximation of their fair values, except for our long-term debt, including current portion, that has a carrying value of $10,405 million and fair value of $9,929 million as at June 30, 2025. There were no transfers between levels for financial instruments measured at fair value on a recurring basis.
Investments at fair value through other comprehensive income
During the six months ended June 30, 2025, we fully divested our remaining equity ownership interest in Sinofert Holdings Limited, which had been classified as a financial asset measured at fair value through other comprehensive income. Total proceeds from the sale were $193 million and reflected the fair value of the investment at the date of derecognition. A fair value loss of $18 million related to the investment was recognized in the period in other comprehensive income. Upon derecognition, the cumulative unrealized gain previously recognized in other comprehensive income of $27 million was reclassified to retained earnings.
Note 6 Debt
| ( millions, except as otherwise noted) | Rate of interest (%) | Maturity | Amount | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Senior notes repaid in 2025 | 3.000 | April 1, 2025 | 500 | ||||||||
| Senior notes issued in 2025 | 4.500 | March 12, 2027 | 400 | ||||||||
| Senior notes issued in 2025 | 5.250 | March 12, 2032 | 600 | ||||||||
| 1,000 |
All values are in US Dollars.
The senior notes issued in the six months ended June 30, 2025, are unsecured, rank equally with our existing unsecured debt, and have no sinking fund requirements prior to maturity. Each series of outstanding senior notes is redeemable and has various provisions for redemption prior to maturity, at our option, at specified prices.
32
| Unaudited |
|---|
Note 7 Share capital
Share repurchase programs
The following table summarizes our share repurchase activities during the periods indicated below:
| Three Months EndedJune 30 | Six Months Ended<br><br><br>June 30 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( millions, except as otherwise noted) | 2025 | 2024 | 2025 | 2024 | ||||||||
| Number of common shares repurchased for cancellation | 1,878,972 | - | 4,741,786 | - | ||||||||
| Average price per share (US dollars) | 56.39 | - | 53.19 | - | ||||||||
| Total cost, inclusive of tax | 108 | - | 257 | - |
All values are in US Dollars.
Subsequent to June 30, 2025, as of August 5, 2025, an additional 990,171 common shares were repurchased for cancellation at a cost of $59 million and an average price per share of $59.93.
Dividends declared
We declared a dividend per share of $0.545 (2024 – $0.54) during the three months ended June 30, 2025, payable on July 18, 2025 to shareholders of record on June 30, 2025.
Note 8 Related party transactions
We sell potash outside Canada and the US exclusively through Canpotex. Our total revenue is recognized at the amount received from Canpotex representing proceeds from their sale of potash, less net costs of Canpotex. The receivable outstanding from Canpotex arose from sale transactions described above. It is unsecured and bears no interest. Any credit losses held against this receivable are expected to be negligible. Canpotex sells potash to buyers, including Nutrien, in export markets pursuant to term and spot contracts at agreed-upon prices. Purchases from Canpotex for the three months ended June 30, 2025 were $20 million (2024 – $40 million) and the six months ended June 30, 2025 were $77 million (2024 – $71 million).
| ( millions) | As at June 30, 2025 | As at December 31, 2024 | |||
|---|---|---|---|---|---|
| Receivables from Canpotex | 425 | 122 | |||
| Payables to Canpotex | 89 | 66 |
All values are in US Dollars.
33
EX-99.2
Exhibit 99.2
NUTRIEN LTD.
MANAGEMENT’S DISCUSSION AND ANALYSIS
AS AT AND FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2025
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 6, 2025. 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 20, 2025 (“2024 Annual Report”), which includes our annual audited consolidated financial statements (“annual financial statements”) and MD&A, and our annual information form dated February 20, 2025, each for the year ended December 31, 2024, 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 2024 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, 2025 (“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 crop production prospects in the US and Brazil have pressured crop prices and prospective grower margins.<br>Despite lower crop prices, demand for crop inputs in North America has been strong to start the third quarter of 2025 as farmers aim to maintain optimal plant health and yield potential. |
|---|---|
| • | Brazilian soybean acreage is expected to increase by one to three percent in 2025, supported by strong international<br>soybean demand. Farmers in Brazil have been more active purchasing crop inputs in advance of the upcoming spring planting season compared to the prior two years. |
| --- | --- |
| • | In Australia, timely rains improved winter crop planting prospects and are expected to support crop input demand in the<br>second half of 2025. |
| --- | --- |
Crop Nutrient Markets
| • | Global potash demand in the first half of 2025 was supported by strong potash affordability and low channel inventories.<br>The settlement of contracts with India and China in June and favorable economics for key crops grown in Southeast Asia is expected to support demand in standard grade markets in the second half of 2025. Solid uptake on our potash summer fill program<br>in North America and stable demand in Brazil are expected to support third quarter shipments. As a result, we have raised our 2025 full-year global potash shipment forecast to 73 to 75 million tonnes. |
|---|---|
| • | Global urea supply and demand has remained tight, driven by strong seasonal demand from markets including India, combined<br>with unplanned outages in key producing regions. US urea and UAN prices have been supported by low domestic inventories and trade flow shifts which we anticipate continuing in the second half of 2025. |
| --- | --- |
| • | Global ammonia prices have strengthened in the third quarter of 2025 due to plant outages, project delays and improved<br>demand from phosphate producers. |
| --- | --- |
| • | Phosphate markets continue to be tight due to limited supply, including from Chinese export restrictions. We anticipate<br>that global shipments in 2025 will be constrained by supply availability and weaker grower affordability for phosphate fertilizer could impact demand. |
| --- | --- |
2
Financial and Operational Guidance
| • | Retail adjusted EBITDA guidance of $1.65 to $1.85 billion assumes higher North American crop nutrient and crop protection<br>sales in the second half of 2025 compared to 2024, improved moisture conditions in Australia and continued recovery in Brazil. |
|---|---|
| • | Potash sales volume guidance was increased to 13.9 to 14.5 million tonnes due to expectations for higher global demand in<br>2025. The range is consistent with our historical share of global shipments. |
| --- | --- |
| • | Nitrogen sales volume guidance of 10.7 to 11.2 million tonnes assumes lower ammonia operating rates in the second half of<br>2025 compared to the record achieved in the first half of 2025 due to planned turnaround activity at our North American plants. |
| --- | --- |
| • | Phosphate sales volume guidance of 2.35 to 2.55 million tonnes assumes improved operating rates and sales volumes in the<br>second half of 2025 compared to the prior year with the completion of planned turnarounds in the first half of 2025. |
| --- | --- |
| • | Total capital expenditures of $2.0 to $2.1 billion are expected to be below the prior year. This total includes<br>approximately $400 to $500 million in investing capital expenditures focused on proprietary products, network optimization and digital capabilities in Retail, low-cost brownfield expansions in Nitrogen and<br>mine automation projects in Potash. |
| --- | --- |
| • | Effective tax rate on adjusted net earnings guidance was increased to 24.0% to 26.0% due to a change to our expected<br>geographic mix of earnings. |
| --- | --- |
All guidance numbers, including those noted above, are outlined in the table below. Refer to page 58 of our 2024 Annual Report for anticipated fertilizer pricing and natural gas price sensitivities relating to adjusted EBITDA (consolidated) and adjusted net earnings per share.
| 2025 Guidance Ranges^1^ as of | ||||||||
|---|---|---|---|---|---|---|---|---|
| August 6, 2025 | May 7, 2025 | |||||||
| ($ billions, except as otherwise noted) | Low | High | Low | High | ||||
| Retail adjusted EBITDA | 1.65 | 1.85 | 1.65 | 1.85 | ||||
| Potash sales volumes (million tonnes) ^2^ | 13.9 | 14.5 | 13.6 | 14.4 | ||||
| Nitrogen sales volumes (million tonnes)<br>^2^ | 10.7 | 11.2 | 10.7 | 11.2 | ||||
| Phosphate sales volumes (million tonnes)<br>^2^ | 2.35 | 2.55 | 2.35 | 2.55 | ||||
| Depreciation and amortization | 2.35 | 2.45 | 2.35 | 2.45 | ||||
| Finance costs | 0.65 | 0.75 | 0.65 | 0.75 | ||||
| Effective tax rate on adjusted net earnings (%)<br>^3^ | 24.0 | 26.0 | 22.0 | 25.0 | ||||
| Capital expenditures ^4^ | 2.0 | 2.1 | 2.0 | 2.1 |
1 See the “Forward-Looking Statements” section.
2 Manufactured product only.
3 This is a non-GAAP financial measure. See the “Non-GAAP Financial Measures” section.
4 Comprised of sustaining capital expenditures, investing capital expenditures and mine development and pre-stripping capital expenditures, which are supplementary financial measures. See the “Other Financial Measures” section.
3
Consolidated Results
| Three Months Ended June 30 | Six Months Ended June 30 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( millions, except as otherwise noted) | **** | 2025 | **** | **** | 2024 | **** | **** | % Change | **** | **** | 2025 | **** | **** | 2024 | **** | **** | % Change | **** | ||||||
| Sales | 10,438 | 10,156 | 3 | 15,538 | 15,545 | - | ||||||||||||||||||
| Gross margin | 3,175 | 2,912 | 9 | 4,495 | 4,449 | 1 | ||||||||||||||||||
| Expenses | 1,393 | 2,068 | (33 | ) | 2,487 | 3,186 | (22 | ) | ||||||||||||||||
| Net earnings | 1,229 | 392 | 214 | 1,248 | 557 | 124 | ||||||||||||||||||
| Adjusted EBITDA 1 | 2,486 | 2,235 | 11 | 3,338 | 3,290 | 1 | ||||||||||||||||||
| Diluted net earnings per share (dollars) 2 | 2.50 | 0.78 | 221 | 2.52 | 1.10 | 129 | ||||||||||||||||||
| Adjusted net earnings per share (dollars) 1, 2 | 2.65 | 2.34 | 13 | 2.75 | 2.81 | (2 | ) |
All values are in US Dollars.
1 This is a non-GAAP financial measure. See the “Non-GAAP Financial Measures” section.
2 All references to per share amounts pertain to diluted net earnings per share, unless otherwise noted.
Net earnings and adjusted EBITDA increased in the second quarter and first half of 2025 compared to the same periods in 2024, primarily due to higher fertilizer sales volumes and net selling prices. Net earnings in the second quarter of 2024 were impacted by non-cash impairments of assets and a loss on foreign currency derivatives in Brazil.
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, 2025 to the results for the three and six months ended June 30, 2024, unless otherwise noted.
| Nutrien Ag Solutions(“Retail”) | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended June 30 | Six Months Ended June 30 | |||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ( millions, except as otherwise noted) | **** | 2025 | **** | **** | 2024 | **** | **** | % Change | **** | **** | 2025 | **** | **** | 2024 | **** | **** | % Change | **** | ||||||
| Sales | 7,959 | 8,074 | (1 | ) | 11,049 | 11,382 | (3 | ) | ||||||||||||||||
| Cost of goods sold | 5,941 | 6,045 | (2 | ) | 8,345 | 8,606 | (3 | ) | ||||||||||||||||
| Gross margin | 2,018 | 2,029 | (1 | ) | 2,704 | 2,776 | (3 | ) | ||||||||||||||||
| Adjusted EBITDA 1 | 1,149 | 1,128 | 2 | 1,195 | 1,205 | (1 | ) |
All values are in US Dollars.
1 See Note 2 to the interim financial statements.
| • | Retail adjusted EBITDA increased in the second quarter of 2025 due to higher gross margin for crop nutrients and<br>lower expenses, partially offset by lower seed margins. Dry weather in Australia and wet conditions in the southern US impacted crop input sales and margins in the first half of 2025, offsetting a six percent reduction in selling and general and<br>administrative expenses and higher crop nutrient volumes in North America. | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended June 30 | Six Months Ended June 30 | |||||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Sales | Gross Margin | Sales | Gross Margin | |||||||||||||||||||||||||
| ( millions) | **** | 2025 | **** | **** | 2024 | **** | **** | 2025 | **** | **** | 2024 | **** | **** | 2025 | **** | **** | 2024 | **** | **** | 2025 | **** | **** | 2024 | **** | ||||
| Crop nutrients | 3,391 | 3,281 | 697 | 686 | 4,585 | 4,590 | 916 | 940 | ||||||||||||||||||||
| Crop protection products | 2,666 | 2,733 | 676 | 677 | 3,638 | 3,847 | 867 | 911 | ||||||||||||||||||||
| Seed | 1,278 | 1,434 | 266 | 296 | 1,810 | 1,919 | 336 | 355 | ||||||||||||||||||||
| Services and other | 286 | 292 | 235 | 239 | 432 | 448 | 353 | 364 | ||||||||||||||||||||
| Merchandise | 238 | 245 | 44 | 42 | 427 | 445 | 75 | 73 | ||||||||||||||||||||
| Nutrien Financial | 135 | 133 | 135 | 133 | 205 | 199 | 205 | 199 | ||||||||||||||||||||
| Nutrien Financial elimination 1 | (35 | ) | (44 | ) | (35 | ) | (44 | ) | (48 | ) | (66 | ) | (48 | ) | (66 | ) | ||||||||||||
| Total | 7,959 | 8,074 | 2,018 | 2,029 | 11,049 | 11,382 | 2,704 | 2,776 |
All values are in US Dollars.
1 Represents elimination of the interest and service fees charged by Nutrien Financial to Retail branches.
| • | Crop nutrients sales and gross margin increased in the second quarter of 2025 due to higher sales volumes and<br>selling prices in North America, partially offset by lower sales volumes in Australia due to hot and dry conditions. First half of 2025 sales and gross margin were impacted by lower sales volumes due to strategic actions related to our margin<br>improvement plan in Brazil. |
|---|---|
| • | Crop protection products sales and gross margin were lower in the second quarter and first half of 2025 due to hot<br>and dry conditions in Australia and product mix shifts in North America. |
| --- | --- |
4
| • | Seed sales and gross margin decreased in the second quarter and first half of 2025 due to weather related impacts<br>in the southern US leading to fewer planted acres which impacted proprietary products gross margin. | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Supplemental Data | Three Months Ended June 30 | Six Months Ended June 30 | |||||||||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| Gross Margin | % of Product Line ^1^ | Gross Margin | % of Product Line ^1^ | ||||||||||||||||||||||||||||||
| ( millions, except as<br> otherwise noted) | **** | 2025 | **** | **** | 2024 | **** | **** | 2025 | **** | **** | 2024 | **** | **** | 2025 | **** | **** | 2024 | **** | **** | 2025 | **** | **** | 2024 | **** | |||||||||
| Proprietary products | |||||||||||||||||||||||||||||||||
| Crop nutrients | 228 | 220 | 33 | 32 | 297 | 290 | 32 | 31 | |||||||||||||||||||||||||
| Crop protection products | 246 | 227 | 37 | 34 | 299 | 310 | 34 | 34 | |||||||||||||||||||||||||
| Seed | 87 | 127 | 37 | 44 | 115 | 144 | 34 | 41 | |||||||||||||||||||||||||
| Merchandise | 3 | 4 | 6 | 9 | 6 | 7 | 7 | 9 | |||||||||||||||||||||||||
| Total | 564 | 578 | 29 | 29 | 717 | 751 | 27 | 27 |
All values are in US Dollars.
1 Represents percentage of proprietary product margins over total product line gross margin.
| Three Months Ended June 30 | Six Months Ended June 30 | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sales Volumes<br><br><br>(tonnes - thousands) | Gross Margin / Tonne<br><br><br>(dollars) | Sales Volumes<br><br><br>(tonnes - thousands) | Gross Margin / Tonne<br><br><br>(dollars) | ||||||||||||||||||||||||||||||
| **** | 2025 | **** | **** | 2024 | **** | **** | 2025 | **** | **** | 2024 | **** | **** | 2025 | **** | **** | 2024 | **** | **** | 2025 | **** | **** | 2024 | **** | ||||||||||
| Crop nutrients | |||||||||||||||||||||||||||||||||
| North America | 4,419 | 4,298 | 146 | 146 | 5,883 | 5,762 | 142 | 144 | |||||||||||||||||||||||||
| International | 1,072 | 1,125 | 48 | 53 | 1,898 | 2,043 | 42 | 54 | |||||||||||||||||||||||||
| Total | 5,491 | 5,423 | 127 | 127 | 7,781 | 7,805 | 118 | 120 | |||||||||||||||||||||||||
| (percentages) | June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | |||||||||||||||||||||||||||
| Financial performance measures ^1, 2^ | |||||||||||||||||||||||||||||||||
| Cash operating coverage ratio | 63 | 63 | |||||||||||||||||||||||||||||||
| Adjusted average working capital to sales | 21 | 20 | |||||||||||||||||||||||||||||||
| Adjusted average working capital to sales excluding Nutrien Financial | 1 | - | |||||||||||||||||||||||||||||||
| Nutrien Financial adjusted net interest<br>margin | 5.3 | 5.3 |
1 Rolling four quarters.
2 These are non-GAAP financial measures. See the “Non-GAAP Financial Measures” section.
5
| Potash | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended June 30 | Six Months Ended June 30 | |||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ( millions, except as otherwise noted) | 2025 | 2024 | % Change | 2025 | 2024 | % Change | ||||||||||||
| Net sales | 991 | 756 | 31 | 1,735 | 1,569 | 11 | ||||||||||||
| Cost of goods sold | 440 | 359 | 23 | 820 | 717 | 14 | ||||||||||||
| Gross margin | 551 | 397 | 39 | 915 | 852 | 7 | ||||||||||||
| Adjusted EBITDA 1 | 630 | 472 | 33 | 1,076 | 1,002 | 7 |
All values are in US Dollars.
1 See Note 2 to the interim financial statements.
| • | Potash adjusted EBITDA increased in the second quarter and first half of 2025 due to higher net selling prices and<br>record sales volumes, partially offset by higher provincial mining taxes. | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Manufactured Product | Three Months EndedJune 30 | Six Months EndedJune 30 | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ($ per tonne, except as otherwise noted) | 2025 | 2024 | 2025 | 2024 | ||||||
| Sales volumes (tonnes - thousands) | ||||||||||
| North America | 1,038 | 914 | 2,350 | 2,221 | ||||||
| Offshore | 2,951 | 2,649 | 5,041 | 4,755 | ||||||
| Total sales volumes | 3,989 | 3,563 | 7,391 | 6,976 | ||||||
| Net selling price | ||||||||||
| North America | 279 | 301 | 259 | 306 | ||||||
| Offshore | 237 | 182 | 224 | 187 | ||||||
| Average net selling price | 248 | 212 | 235 | 225 | ||||||
| Cost of goods sold | 110 | 101 | 112 | 103 | ||||||
| Gross margin | 138 | 111 | 123 | 122 | ||||||
| Depreciation and amortization | 47 | 42 | 47 | 43 | ||||||
| Gross margin excluding depreciation and<br>amortization ^1^ | 185 | 153 | 170 | 165 |
1 This is a non-GAAP financial measure. See the “Non-GAAP Financial Measures” section.
| • | Sales volumes in the second quarter and first half of 2025 were the highest on record, supported by healthy potash<br>affordability and strong underlying consumption in North America and key offshore markets. | |||||||
|---|---|---|---|---|---|---|---|---|
| • | Net selling price per tonne increased in the second quarter and first half of 2025 driven by higher<br>benchmark prices in Brazil and Southeast Asia, partially offset by lower benchmark prices in North America compared to the same periods last year. | |||||||
| --- | --- | |||||||
| • | Cost of goods sold per tonne increased in the second quarter and first half of 2025 primarily due to higher<br>depreciation. Controllable cash cost of product manufactured per tonne increased in the first half of 2025 driven by lower planned potash production and higher turnaround costs. | |||||||
| --- | --- | |||||||
| Supplemental Data | Three Months EndedJune 30 | Six Months EndedJune 30 | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2025 | 2024 | 2025 | 2024 | |||||
| Production volumes (tonnes – thousands) | 3,531 | 3,575 | 6,820 | 7,140 | ||||
| Potash controllable cash cost of product<br>manufactured per tonne ^1^ | 55 | 50 | 57 | 53 | ||||
| Canpotex sales by market (percentage of sales volumes)<br>^2^ | ||||||||
| Latin America | 42 | 44 | 37 | 38 | ||||
| Other Asian markets ^3^ | 34 | 27 | 33 | 30 | ||||
| China | 8 | 7 | 12 | 13 | ||||
| India | - | 8 | 2 | 6 | ||||
| Other markets | 16 | 14 | 16 | 13 | ||||
| Total | 100 | 100 | 100 | 100 |
1 This is a non-GAAP financial measure. See the “Non-GAAP Financial Measures” section.
2 See Note 8 to the interim financial statements.
3 All Asian markets except China and India.
6
| Nitrogen | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | Three Months Ended June 30 | **** | Six Months Ended June 30 | ||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ( millions, except as otherwise<br>noted) | **** | 2025 | **** | **** | 2024 | **** | **** | % Change | **** | **** | 2025 | **** | **** | 2024 | **** | **** | % Change | **** | |||||||
| Net sales | 1,260 | 1,028 | 23 | 2,214 | 1,939 | 14 | |||||||||||||||||||
| Cost of goods sold | 744 | 650 | 14 | 1,407 | 1,254 | 12 | |||||||||||||||||||
| Gross margin | 516 | 378 | 37 | 807 | 685 | 18 | |||||||||||||||||||
| Adjusted EBITDA 1 | 667 | 594 | 12 | 1,075 | 1,058 | 2 |
All values are in US Dollars.
1 See Note 2 to the interim financial statements.
| • | Nitrogen adjusted EBITDA increased in the second quarter and first half of 2025 due to higher net selling prices<br>and higher sales volumes, which more than offset higher natural gas costs and lower equity earnings from Profertil S.A. Second quarter of 2024 adjusted EBITDA benefited from insurance recoveries included in other income. Our operations delivered a<br>record ammonia operating rate of 98 percent in the first half of 2025, achieved through improved reliability at our sites. | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Manufactured Product | Three Months EndedJune 30 | Six Months EndedJune 30 | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ( per tonne, except as otherwise<br>noted) | **** | 2025 | **** | **** | 2024 | **** | **** | **** | **** | **** | 2025 | **** | **** | 2024 | **** | |||
| Sales volumes (tonnes - thousands) | ||||||||||||||||||
| Ammonia | 734 | 698 | 1,230 | 1,215 | ||||||||||||||
| Urea and ESN® | 961 | 864 | 1,756 | 1,639 | ||||||||||||||
| Solutions, nitrates and sulfates | 1,322 | 1,256 | 2,500 | 2,471 | ||||||||||||||
| Total sales volumes | 3,017 | 2,818 | 5,486 | 5,325 | ||||||||||||||
| Net selling price | ||||||||||||||||||
| Ammonia | 408 | 405 | 412 | 404 | ||||||||||||||
| Urea and ESN® | 509 | 445 | 477 | 438 | ||||||||||||||
| Solutions, nitrates and sulfates | 287 | 238 | 263 | 232 | ||||||||||||||
| Average net selling price | 387 | 343 | 365 | 335 | ||||||||||||||
| Cost of goods sold | 219 | 211 | 222 | 209 | ||||||||||||||
| Gross margin | 168 | 132 | 143 | 126 | ||||||||||||||
| Depreciation and amortization | 55 | 54 | 56 | 54 | ||||||||||||||
| Gross margin excluding depreciation and<br>amortization 1 | 223 | 186 | 199 | 180 |
All values are in US Dollars.
1 This is a non-GAAP financial measure. See the “Non-GAAP Financial Measures” section.
| • | Sales volumes increased in the second quarter and first half of 2025 due to strong demand and increased production<br>of ammonia and upgraded nitrogen products. | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| • | Net selling price per tonne was higher in the second quarter and first half of 2025 for all major upgraded<br>nitrogen products due to stronger benchmark prices. Ammonia net selling price per tonne was higher in the second quarter of 2025 despite lower global benchmark prices, reflecting the favorable mix of fertilizer sales in the quarter.<br> | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| • | Cost of goods sold per tonne increased in the second quarter and first half of 2025 due to higher natural gas<br>costs. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| Supplemental Data | **** | Three Months EndedJune 30 | **** | **** | Six Months EndedJune 30 | **** | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| **** | 2025 | **** | **** | 2024 | **** | **** | **** | **** | **** | 2025 | **** | **** | 2024 | **** | |||||
| Sales volumes (tonnes – thousands) | |||||||||||||||||||
| Fertilizer | 1,845 | 1,716 | 3,234 | 3,139 | |||||||||||||||
| Industrial and feed | 1,172 | 1,102 | 2,252 | 2,186 | |||||||||||||||
| Production volumes (tonnes – thousands) | |||||||||||||||||||
| Ammonia production – total ^1^ | 1,535 | 1,383 | 3,078 | 2,835 | |||||||||||||||
| Ammonia production – adjusted ^1, 2^ | 1,088 | 999 | 2,164 | 2,017 | |||||||||||||||
| Ammonia operating rate (%) ^2^ | 98 | 89 | 98 | 91 | |||||||||||||||
| Natural gas costs (dollars per MMBtu) | |||||||||||||||||||
| Overall natural gas cost excluding realized derivative impact | 3.31 | 2.65 | 3.61 | 2.91 | |||||||||||||||
| Realized derivative impact ^3^ | - | 0.10 | - | 0.07 | |||||||||||||||
| Overall natural gas cost | 3.31 | 2.75 | 3.61 | 2.98 |
1 All figures are provided on a gross production basis in thousands of product tonnes.
2 Excludes Trinidad and Joffre.
3 Includes realized derivative impacts recorded as part of cost of goods sold or other income and expenses. Refer to Note 3 to the interim financial statements.
7
| Phosphate | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended June 30 | **** | Six Months Ended June 30 | |||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ( millions, except as otherwise noted) | **** | 2025 | **** | **** | 2024 | **** | **** | % Change | **** | **** | 2025 | **** | **** | 2024 | **** | **** | % Change | **** | |||||||||
| Net sales | 396 | 394 | 1 | 756 | 831 | (9) | |||||||||||||||||||||
| Cost of goods sold | 363 | 361 | 1 | 724 | 733 | (1) | |||||||||||||||||||||
| Gross margin | 33 | 33 | - | 32 | 98 | (67) | |||||||||||||||||||||
| Adjusted EBITDA 1 | 92 | 88 | 5 | 153 | 209 | (27) |
All values are in US Dollars.
1 See Note 2 to the interim financial statements.
| • | Phosphate adjusted EBITDA was higher in the second quarter due to higher net selling prices, partially offset by<br>lower sales volumes and higher sulfur input costs. Adjusted EBITDA for the first half of 2025 decreased due to the impact of lower production volumes and higher sulfur input costs, which more than offset higher net selling prices.<br> | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Manufactured Product | Three Months EndedJune 30 | **** | Six Months EndedJune 30 | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ( per tonne, except as otherwise<br>noted) | **** | 2025 | **** | **** | 2024 | **** | **** | 2025 | **** | **** | 2024 | **** | ||||
| Sales volumes (tonnes - thousands) | ||||||||||||||||
| Fertilizer | 374 | 415 | 706 | 862 | ||||||||||||
| Industrial and feed | 169 | 169 | 337 | 342 | ||||||||||||
| Total sales volumes | 543 | 584 | 1,043 | 1,204 | ||||||||||||
| Net selling price | ||||||||||||||||
| Fertilizer | 666 | 601 | 661 | 614 | ||||||||||||
| Industrial and feed | 821 | 830 | 819 | 839 | ||||||||||||
| Average net selling price | 714 | 667 | 712 | 678 | ||||||||||||
| Cost of goods sold | 646 | 602 | 672 | 590 | ||||||||||||
| Gross margin | 68 | 65 | 40 | 88 | ||||||||||||
| Depreciation and amortization | 125 | 116 | 134 | 115 | ||||||||||||
| Gross margin excluding depreciation and<br>amortization 1 | 193 | 181 | 174 | 203 |
All values are in US Dollars.
1 This is a non-GAAP financial measure. See the “Non-GAAP Financial Measures” section.
| • | Sales volumes were lower in the second quarter and first half of 2025 due to the impact of lower production<br>volumes in the first quarter. | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| • | Net selling price per tonne increased in the second quarter and first half of 2025 due to strong phosphate<br>fertilizer fundamentals and optimization of product mix, partially offset by lower industrial net selling prices which reflect the typical lag in price realizations relative to benchmark prices. | ||||||||||||||||
| --- | --- | ||||||||||||||||
| • | Cost of goods sold per tonne increased in the second quarter and first half of 2025 due to increased sulfur input<br>costs, higher depreciation and the impact of lower production volumes in the first quarter. | ||||||||||||||||
| --- | --- | ||||||||||||||||
| Supplemental Data | Three Months EndedJune 30 | Six Months EndedJune 30 | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| **** | 2025 | **** | **** | 2024 | **** | **** | 2025 | **** | **** | 2024 | **** | ||||||
| Production volumes (P2O5 tonnes – thousands) | 333 | 326 | 615 | 678 | |||||||||||||
| P2O5 operating rate (%) | 79 | 77 | 73 | 80 |
8
| Corporate and Others andEliminations | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended June 30 | **** | Six Months Ended June 30 | |||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ( millions, except as otherwise noted) | **** | 2025 | **** | **** | 2024 | **** | **** | % Change | **** | **** | 2025 | **** | **** | 2024 | **** | **** | % Change | **** | |||
| Corporate and Others | |||||||||||||||||||||
| Gross margin 1 | 1 | - | n/m | 11 | - | n/m | |||||||||||||||
| Selling expenses | (2 | ) | (3 | ) | (33 | ) | (5 | ) | (5 | ) | - | ||||||||||
| General and administrative expenses | 95 | 98 | (3 | ) | 193 | 187 | 3 | ||||||||||||||
| Share-based compensation expense | 49 | 10 | 390 | 91 | 16 | 469 | |||||||||||||||
| Foreign exchange loss, net of related derivatives | 22 | 285 | (92 | ) | 29 | 328 | (91 | ) | |||||||||||||
| Other expenses | 46 | 26 | 77 | 64 | 80 | (20 | ) | ||||||||||||||
| Adjusted<br>EBITDA 1 | (104 | ) | (121 | ) | (14 | ) | (185 | ) | (222 | ) | (17 | ) | |||||||||
| Eliminations | |||||||||||||||||||||
| Gross margin | 56 | 75 | (25 | ) | 26 | 38 | (32) | ||||||||||||||
| Adjusted EBITDA<br>1 | 52 | 74 | (30 | ) | 24 | 38 | (37) |
All values are in US Dollars.
1 See Note 2 to the interim financial statements.
| • | Share-based compensation expense was higher in the second quarter and first half of 2025 due to an increase<br>in the fair value of our share-based awards. The fair value of our share-based awards takes into consideration several factors such as our share price movement, our performance relative to our peer group and our return on invested capital.<br> |
|---|---|
| • | Foreign exchange loss, net of related derivatives was lower in the second quarter and first half of 2025 due to a<br>lower loss on foreign currency derivatives in Brazil. |
| --- | --- |
Finance Costs, Income Taxes and Other Comprehensive Income (Loss)
| Three Months Ended June 30 | **** | Six Months Ended June 30 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( millions, except as otherwise noted) | **** | 2025 | **** | **** | 2024 | **** | **** | % Change | **** | **** | 2025 | **** | **** | 2024 | **** | **** | % Change | **** | ||||||
| Finance costs | 155 | 162 | (4 | ) | 334 | 341 | (2 | ) | ||||||||||||||||
| Income taxes | ||||||||||||||||||||||||
| Income tax expense | 398 | 290 | 37 | 426 | 365 | 17 | ||||||||||||||||||
| Actual effective tax rate including discrete items (%) | 24 | 43 | (44 | ) | 25 | 40 | (38 | ) | ||||||||||||||||
| Other comprehensive income (loss) | 184 | 44 | 318 | 209 | (58 | ) | n/m |
All values are in US Dollars.
| • | I ncome tax expense was higher in the second quarter and first half of 2025 mainly due to higher earnings.<br>The decrease in the effective tax rate on ordinary earnings in the second quarter and first half of 2025 was mainly due to lower losses in South America. |
|---|---|
| • | Other comprehensive income (loss) is primarily driven by changes in the currency translation of our foreign<br>operations. In the second quarter and first half of 2025, the gain was higher mainly due to the appreciation of the Brazilian, Australian and Canadian currencies, relative to the US dollar, compared to a depreciation of Brazilian and Canadian<br>currencies relative to the US dollar for the same periods in 2024. |
| --- | --- |
9
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 anduses of cash
| Three Months Ended June 30 | Six Months Ended June 30 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( millions, except as otherwise noted) | **** | 2025 | **** | **** | 2024 | **** | **** | % Change | **** | **** | 2025 | **** | **** | 2024 | **** | **** | % Change | **** | |
| Cash provided by operating activities | 2,538 | 1,807 | 40 | 1,456 | 1,320 | 10 | |||||||||||||
| Cash used in investing activities | (495 | ) | (614 | ) | (19 | ) | (738 | ) | (1,108 | ) | (33 | ) | |||||||
| Cash used in financing activities | (1,572 | ) | (684 | ) | 130 | (207 | ) | (136 | ) | 52 | |||||||||
| Cash used for dividends and share repurchases 1 | (373 | ) | (266 | ) | 40 | (786 | ) | (527 | ) | 49 |
All values are in US Dollars.
1 This is a supplementary financial measure. See the “Other Financial Measures” section.
| Cash provided by operating activities | • Cash provided by operating<br>activities in the second quarter was higher compared to the same period in 2024 due to higher fertilizer sales volumes and net selling prices. Cash provided by operating activities in the first half of 2025 was higher due to lower cash income taxes<br>paid. | |
|---|---|---|
| Cash used in investing activities | • Cash used in investing<br>activities was lower in the second quarter and first half of 2025 due to lower capital expenditures. The first half of 2025 also included proceeds from the sale of our investment in Sinofert Holdings Limited (“Sinofert”). | |
| Cash used in financing activities | • Cash used in financing<br>activities was higher in the second quarter of 2025 as $1.0 billion in senior notes were issued in the second quarter of 2024 with no comparable issuance in the second quarter of 2025. There was also a higher repayment of senior notes maturing in<br>the second quarter of 2025 partially offset by increased commercial paper issuances. The first half of 2025 was higher compared to 2024, primarily from higher share repurchases. | |
| Cash used for dividends and share repurchases | • Cash used for dividends and share repurchases<br>was higher in the second quarter and first half of 2025 as a result of share repurchases in 2025 that did not occur in the same periods in 2024. |
10
Financial Condition Review
The following is a comparison of balance sheet categories that are considered material:
| As at | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( millions, except as otherwise noted) | **** | June 30, 2025 | **** | **** | December 31, 2024 | **** | $ | Change | **** | **** | % Change | **** | |||
| Assets | |||||||||||||||
| Cash and cash equivalents | 1,387 | 853 | 534 | 63 | |||||||||||
| Receivables | 8,086 | 5,390 | 2,696 | 50 | |||||||||||
| Inventories | 5,576 | 6,148 | (572 | ) | (9 | ) | |||||||||
| Prepaid expenses and other current assets | 566 | 1,401 | (835 | ) | (60 | ) | |||||||||
| Property, plant and equipment | 22,496 | 22,604 | (108 | ) | - | ||||||||||
| Investments | 407 | 698 | (291 | ) | (42 | ) | |||||||||
| Liabilities and Shareholders’ Equity | |||||||||||||||
| Short-term debt | 1,882 | 1,534 | 348 | 23 | |||||||||||
| Payables and accrued charges | 8,991 | 9,118 | (127 | ) | (1 | ) | |||||||||
| Long-term debt, including current portion | 10,405 | 9,918 | 487 | 5 | |||||||||||
| Retained earnings | 11,719 | 11,106 | 613 | 6 |
All values are in US Dollars.
| • | Explanations for changes in Cash and cash equivalents are in the “Liquidity and Capital Resources - Sources<br>and uses of cash” section. |
|---|---|
| • | Receivables increased primarily due to the seasonality of Retail sales and higher Potash sales volumes.<br> |
| --- | --- |
| • | Inventories decreased due to the seasonality of our Retail segment. Our North American inventory levels typically<br>build up at year end in preparation for the following year’s planting and application season and are drawn on in the succeeding quarters. |
| --- | --- |
| • | Prepaid expenses and other current assets decreased due to Retail taking delivery of prepaid inventories during<br>the planting and application season in North America. |
| --- | --- |
| • | Property, plant and equipment decreased due to depreciation more than offsetting capital expenditures.<br> |
| --- | --- |
| • | Investments decreased due to the disposal of our remaining investment in Sinofert in the first half of 2025 and<br>dividends received from Profertil S.A. |
| --- | --- |
| • | Short-term debt increased due to higher draws on our credit facilities based on our working capital requirements<br>driven by the seasonality of our business. |
| --- | --- |
| • | Payables and accrued charges decreased due to lower customer prepayments in North America as Retail customers took<br>delivery of prepaid sales, partially offset by higher income tax payable from strong earnings in the second quarter of 2025. |
| --- | --- |
| • | Long-term debt, including current portion, increased due to the issuance of $1,000 million of senior notes in<br>the first quarter of 2025, partially offset by the repayment of $500 million of senior notes in the second quarter of 2025. |
| --- | --- |
| • | Retained earnings increased as net earnings exceeded dividends declared and share repurchases in the first half of<br>2025. |
| --- | --- |
11
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, 2025.
Capital structure (debt and equity)
| ( millions) | June 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|
| Short-term debt | 1,882 | 1,534 | |||
| Current portion of long-term debt | 538 | 1,037 | |||
| Current portion of lease liabilities | 363 | 356 | |||
| Long-term debt | 9,867 | 8,881 | |||
| Lease liabilities | 988 | 999 | |||
| Shareholders’ equity | 25,120 | 24,442 |
All values are in US Dollars.
Commercial paper, credit facilities and other debt
We have a total facility limit of approximately $8,030 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, 2025, we utilized $1,934 million of our total facility limit, which includes $1,654 million of commercial paper outstanding.
As at June 30, 2025, $214 million in letters of credit were outstanding and committed, with $452 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 2024 Annual Report for information on balances, rates and maturities for our notes and debentures. During the first half of 2025, we issued $400 million of 4.500 percent senior notes due March 12, 2027 and $600 million of 5.250 percent senior notes due March 12, 2032, and repaid our $500 million 3.000 percent senior notes upon maturity on April 1, 2025. See note 6 to the interim financial statements.
Outstanding share data
| As at August 5, 2025 | |||
|---|---|---|---|
| Common shares | 485,884,041 | ||
| Options to purchase common shares | 2,680,721 |
For more information on our capital management, see Note 4 to the annual financial statements in our 2024 Annual Report.
12
Quarterly Results
| ( millions, except as otherwise noted) | Q2 2025 | Q1 2025 | Q4 2024 | Q3 2024 | Q2 2024 | Q1 2024 | Q4 2023 | Q3 2023 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sales | 10,438 | 5,100 | 5,079 | 5,348 | 10,156 | 5,389 | 5,664 | 5,631 | |||||||||||||||||||||||
| Net earnings | 1,229 | 19 | 118 | 25 | 392 | 165 | 176 | 82 | |||||||||||||||||||||||
| Net earnings attributable to equity holders of Nutrien | 1,221 | 11 | 113 | 18 | 385 | 158 | 172 | 75 | |||||||||||||||||||||||
| Net earnings per share attributable to equity holders of<br>Nutrien | |||||||||||||||||||||||||||||||
| Basic | 2.51 | 0.02 | 0.23 | 0.04 | 0.78 | 0.32 | 0.35 | 0.15 | |||||||||||||||||||||||
| Diluted | 2.50 | 0.02 | 0.23 | 0.04 | 0.78 | 0.32 | 0.35 | 0.15 |
All values are in US Dollars.
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 2 to the interim financial statements.
The following table describes certain items that impacted our quarterly earnings:
| Quarter | Transaction or Event | |
|---|---|---|
| Q2 2024 | $530 million non-cash<br>impairment of assets comprised of a $335 million non-cash impairment of our Retail – Brazil intangible assets and property plant and equipment due to the ongoing market instability and more moderate<br>margin expectations, and a $195 million non-cash impairment of our Geismar Clean Ammonia project property, plant and equipment as we are no longer pursuing the project. Net earnings also included a<br>foreign exchange loss of $220 million on foreign currency derivatives in Brazil. |
Critical Accounting Estimates
Our significant accounting policies are disclosed in our 2024 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 65 to 66 of our 2024 Annual Report. There were no material changes to our critical accounting estimates for the three or six months ended June 30, 2025.
Controls and Procedures
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 Securities Exchange Act of 1934, as amended, and National Instrument 52-109 Certification ofDisclosure in Issuers’ Annual and Interim Filings. 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.
There has been no change in our ICFR during the three months ended June 30, 2025, that has materially affected, or is reasonably likely to materially affect, our ICFR.
13
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 revised 2025 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 on adjusted net earnings and capital expenditures, including the assumptions and expectations stated therein; expectations regarding our capital allocation intentions and strategies; our ability to advance strategic priorities that strengthen our core business and deliver structural improvements to our earnings and free cash flow; capital spending expectations for 2025 and beyond; expectations regarding performance of our operating segments in 2025 and beyond; the expectation that internally generated cash flow, supplemented by available borrowings, if necessary, will be sufficient to meet our anticipated capital expenditures, planned growth and development activities, and other cash requirements; expectations regarding payment of dividends and share repurchases; our operating segment market outlooks and our expectations for market conditions and fundamentals, and the anticipated supply and demand for our products and services, including the expected impact of supply availability on global shipments of phosphate fertilizer and the expected impact of affordability on demand, expected market, industry and growing conditions with respect to crop nutrient application rates, planted acres, farmer 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, tariffs, trade or export restrictions, economic sanctions and restrictions, operating rates, inventories, crop development and natural gas curtailments; expectations regarding demand in standard grade markets for the second half of 2025; the expected impact of uptake on Nutrien’s summer fill program on third quarter shipments; expectations regarding the demand for crop inputs in North America and Australia; the anticipated inventory levels and trade flow shifts in the second half of 2025 and into 2026 and the expected impact on US urea and UAN prices; the negotiation of sales contracts; acquisitions and divestitures and the anticipated benefits thereof; and expectations in connection with our ability to deliver long-term returns to shareholders.
These forward-looking statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from such forward-looking statements. As such, undue reliance should not be placed on these forward-looking statements.
All of the forward-looking statements are qualified by the assumptions that are stated or inherent in such forward-looking statements, including the assumptions referred to below and elsewhere in this document. Although we believe that these assumptions are reasonable, having regard to our experience and our perception of historical trends, 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; growth in crop nutrient sales volumes; our ability to successfully complete, integrate and realize the anticipated benefits of our already completed and future acquisitions and divestitures; increased proprietary products gross margin; continued Retail recovery in Brazil; a return to historical average crop protection product margin percentages; continued reliability improvements; higher operating rates in Phosphate and Nitrogen; 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, supplier agreements, product distribution agreements, inventory levels, exports, tariffs, including general or retaliatory tariffs, trade restrictions, international trade arrangements, 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 2025 and in the future; assumptions related to our assessment of recoverable amount estimates of our assets; our intention to complete share repurchases under our normal course issuer bid programs, the funding of such share repurchases, existing and future market conditions, including with respect to the price of our common shares, capital allocation priorities 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; 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; availability of investment opportunities that align with our strategic priorities and growth strategy; our ability to maintain
14
investment grade ratings and achieve our performance targets; and our ability to successfully negotiate sales and other 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 achieve expected results of our business strategy, capital allocation initiatives, results of operations or targets, such as our targeted $200 million in annual consolidated cost savings, expected capital expenditures in 2025, delivering upstream fertilizer sales volume growth and advancing high-return downstream Retail growth opportunities; 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 general or retaliatory tariffs, trade restrictions, or other changes to international trade arrangements; the effects of current and future multinational trade agreements or other developments affecting the level of trade or export 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, including risks associated with disclosure thereof; and other risk factors detailed from time to time in Nutrien reports filed with the Canadian securities regulators and the SEC.
The purpose of our Retail adjusted EBITDA, 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 and definitions” section of our 2024 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.
15
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 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: certain 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.
| Three Months Ended June 30 | Six Months Ended June 30 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( millions) | **** | 2025 | **** | **** | 2024 | **** | **** | 2025 | **** | **** | 2024 | **** | ||||
| Net earnings | 1,229 | 392 | 1,248 | 557 | ||||||||||||
| Finance costs | 155 | 162 | 334 | 341 | ||||||||||||
| Income tax expense | 398 | 290 | 426 | 365 | ||||||||||||
| Depreciation and amortization | 614 | 586 | 1,185 | 1,151 | ||||||||||||
| EBITDA 1 | 2,396 | 1,430 | 3,193 | 2,414 | ||||||||||||
| Adjustments: | ||||||||||||||||
| Share-based compensation expense | 49 | 10 | 91 | 16 | ||||||||||||
| Foreign exchange loss, net of related derivatives | 22 | 285 | 29 | 328 | ||||||||||||
| ARO/ERL related (income) expenses for non-operating sites | (2 | ) | (35 | ) | 3 | (32 | ) | |||||||||
| Loss related to financial instruments in Argentina | - | 15 | - | 34 | ||||||||||||
| Restructuring costs | 21 | - | 22 | - | ||||||||||||
| Impairment of assets | - | 530 | - | 530 | ||||||||||||
| Adjusted EBITDA | 2,486 | 2,235 | 3,338 | 3,290 |
All values are in US Dollars.
1 EBITDA is calculated as net earnings before finance costs, income taxes, and depreciation and amortization.
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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 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. 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.
| Three Months Ended<br><br><br>June 30, 2025 | Six Months Ended<br><br><br>June 30, 2025 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( millions, except as otherwise noted) | **** | Increases(Decreases) | **** | **** | Post-Tax | **** | **** | PerDilutedShare | **** | **** | Increases(Decreases) | **** | **** | Post-Tax | **** | **** | PerDilutedShare | **** | |||||
| Net earnings attributable to equity holders of<br>Nutrien | 1,221 | 2.50 | 1,232 | 2.52 | |||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Share-based compensation expense | 49 | 37 | 0.08 | 91 | 68 | 0.14 | |||||||||||||||||
| Foreign exchange loss, net of related derivatives | 22 | 17 | 0.04 | 29 | 23 | 0.05 | |||||||||||||||||
| Restructuring costs | 21 | 17 | 0.03 | 22 | 18 | 0.04 | |||||||||||||||||
| ARO/ERL related (income) expenses for<br>non-operating sites | (2 | ) | (1 | ) | - | 3 | 3 | - | |||||||||||||||
| Sub-total adjustments | 90 | 70 | 0.15 | 145 | 112 | 0.23 | |||||||||||||||||
| Adjusted net earnings | 1,291 | 2.65 | 1,344 | 2.75 | |||||||||||||||||||
| Three Months Ended<br><br><br>June 30, 2024 | Six Months Ended<br><br><br>June 30, 2024 | ||||||||||||||||||||||
| ( millions, except as otherwise noted) | **** | Increases(Decreases) | **** | **** | Post-Tax | **** | **** | PerDilutedShare | **** | **** | Increases(Decreases) | **** | **** | Post-Tax | **** | **** | PerDilutedShare | **** | |||||
| Net earnings attributable to equity holders of<br>Nutrien | 385 | 0.78 | 543 | 1.10 | |||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Share-based compensation expense | 10 | 8 | 0.02 | 16 | 12 | 0.02 | |||||||||||||||||
| Foreign exchange loss, net of related derivatives | 285 | 283 | 0.57 | 328 | 333 | 0.67 | |||||||||||||||||
| Impairment of assets | 530 | 491 | 1.00 | 530 | 491 | 1.00 | |||||||||||||||||
| ARO/ERL related (income) for non-operating sites | (35 | ) | (25 | ) | (0.06 | ) | (32 | ) | (23 | ) | (0.05 | ) | |||||||||||
| Loss related to financial instruments in Argentina | 15 | 15 | 0.03 | 34 | 34 | 0.07 | |||||||||||||||||
| Sub-total adjustments | 805 | 772 | 1.56 | 876 | 847 | 1.71 | |||||||||||||||||
| Adjusted net earnings | 1,157 | 2.34 | 1,390 | 2.81 |
All values are in US Dollars.
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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 this forward-looking measure 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.
| Three Months Ended June 30 | Six Months Ended June 30 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( millions, except as otherwise noted) | **** | 2025 | **** | **** | 2024 | **** | **** | 2025 | **** | **** | 2024 | **** | ||||
| Total COGS – Potash | 440 | 359 | 820 | 717 | ||||||||||||
| Change in inventory | (58 | ) | (7 | ) | (51 | ) | 21 | |||||||||
| Other adjustments 1 | (8 | ) | (6 | ) | (21 | ) | (9 | ) | ||||||||
| COPM | 374 | 346 | 748 | 729 | ||||||||||||
| Depreciation and amortization in COPM | (147 | ) | (141 | ) | (292 | ) | (294 | ) | ||||||||
| Royalties in COPM | (23 | ) | (20 | ) | (42 | ) | (39 | ) | ||||||||
| Natural gas costs and carbon taxes in COPM | (10 | ) | (8 | ) | (22 | ) | (20 | ) | ||||||||
| Controllable cash COPM | 194 | 177 | 392 | 376 | ||||||||||||
| Production volumes (tonnes – thousands) | 3,531 | 3,575 | 6,820 | 7,140 | ||||||||||||
| Potash controllable cash COPM per tonne | 55 | 50 | 57 | 53 |
All values are in US Dollars.
1 Other adjustments include unallocated production overhead that is recognized as part of cost of goods sold but is not included in the measurement of inventory and changes in inventory balances.
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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.
| Rolling Four Quarters Ended June 30, 2025 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ millions, except as otherwise noted) | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Total/Average | ||||||||||
| Nutrien Financial revenue | 85 | 77 | 70 | 135 | |||||||||||
| Deemed interest expense ^1^ | (52 | ) | (45 | ) | (29 | ) | (49 | ) | |||||||
| Net interest | 33 | 32 | 41 | 86 | 192 | ||||||||||
| Average Nutrien Financial net receivables | 4,318 | 2,877 | 2,569 | 4,645 | 3,602 | ||||||||||
| Nutrien Financial adjusted net interest<br>margin (%) | 5.3 | ||||||||||||||
| Rolling Four Quarters Ended December 31, 2024 | |||||||||||||||
| ($ millions, except as otherwise noted) | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Total/Average | ||||||||||
| Nutrien Financial revenue | 66 | 133 | 85 | 77 | |||||||||||
| Deemed interest expense ^1^ | (27 | ) | (50 | ) | (52 | ) | (45 | ) | |||||||
| Net interest | 39 | 83 | 33 | 32 | 187 | ||||||||||
| Average Nutrien Financial net receivables | 2,489 | 4,560 | 4,318 | 2,877 | 3,561 | ||||||||||
| Nutrien Financial adjusted net interest<br>margin (%) | 5.3 |
1 Average borrowing rate applied to the notional debt required to fund the portfolio of receivables from customers monitored and serviced by Nutrien Financial.
Retail Cash Operating Coverage Ratio
Definition: Retail selling, general and administrative, and other expenses (income), excluding depreciation and amortization expense, divided by Retail gross margin excluding depreciation and amortization expense in cost of goods sold, for the last four rolling quarters.
Why we use themeasure and why it is useful to investors: To understand the costs and underlying economics of our Retail operations and to assess our Retail operating performance and ability to generate cash flow.
| Rolling Four Quarters Ended June 30, 2025 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ millions, except as otherwise noted) | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Total | ||||||||||
| Selling expenses | 815 | 808 | 755 | 948 | 3,326 | ||||||||||
| General and administrative expenses | 51 | 37 | 44 | 44 | 176 | ||||||||||
| Other expenses (income) | 32 | (8 | ) | 25 | 54 | 103 | |||||||||
| Operating expenses | 898 | 837 | 824 | 1,046 | 3,605 | ||||||||||
| Depreciation and amortization in operating expenses | (182 | ) | (186 | ) | (179 | ) | (172 | ) | (719 | ) | |||||
| Operating expenses excluding depreciation and<br>amortization | 716 | 651 | 645 | 874 | 2,886 | ||||||||||
| Gross margin | 859 | 986 | 686 | 2,018 | 4,549 | ||||||||||
| Depreciation and amortization in cost of goods sold | 8 | 5 | 5 | 5 | 23 | ||||||||||
| Gross margin excluding depreciation and amortization | 867 | 991 | 691 | 2,023 | 4,572 | ||||||||||
| Cash operating coverage ratio (%) | 63 | ||||||||||||||
| **** | Rolling Four Quarters Ended December 31, 2024 | ||||||||||||||
| ($ millions, except as otherwise noted) | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Total | ||||||||||
| Selling expenses | 790 | 1,005 | 815 | 808 | 3,418 | ||||||||||
| General and administrative expenses | 52 | 51 | 51 | 37 | 191 | ||||||||||
| Other expenses (income) | 22 | 41 | 32 | (8 | ) | 87 | |||||||||
| Operating expenses | 864 | 1,097 | 898 | 837 | 3,696 | ||||||||||
| Depreciation and amortization in operating expenses | (190 | ) | (193 | ) | (182 | ) | (186 | ) | (751 | ) | |||||
| Operating expenses excluding depreciation and<br>amortization | 674 | 904 | 716 | 651 | 2,945 | ||||||||||
| Gross margin | 747 | 2,029 | 859 | 986 | 4,621 | ||||||||||
| Depreciation and amortization in cost of goods sold | 4 | 3 | 8 | 5 | 20 | ||||||||||
| Gross margin excluding depreciation and amortization | 751 | 2,032 | 867 | 991 | 4,641 | ||||||||||
| Cash operating coverage ratio (%) | 63 |
20
Retail Adjusted Average Working Capital to Sales and Retail Adjusted Average Working
Capital to Sales Excluding Nutrien Financial
Definition: Retail adjusted average working capital divided by Retail adjusted sales for the last four rolling quarters. We exclude in our calculations the sales and working capital of certain acquisitions during the first year following the acquisition. We also look at this metric excluding Nutrien Financial revenue and working capital.
Why we use the measure and why it is useful to investors: To evaluate operational efficiency. A lower or higher percentage represents increased or decreased efficiency, respectively. The metric excluding Nutrien Financial shows the impact that the working capital of Nutrien Financial has on the ratio.
| Rolling Four Quarters Ended June 30, 2025 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ millions, except as otherwise noted) | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Average/Total | |||||||||||
| Current assets | 10,559 | 10,360 | 11,510 | 11,442 | ||||||||||||
| Current liabilities | (5,263 | ) | (8,028 | ) | (7,561 | ) | (8,051 | ) | ||||||||
| Working capital | 5,296 | 2,332 | 3,949 | 3,391 | 3,742 | |||||||||||
| Working capital from certain recent acquisitions | - | - | - | - | ||||||||||||
| Adjusted working capital | 5,296 | 2,332 | 3,949 | 3,391 | 3,742 | |||||||||||
| Nutrien Financial working capital | (4,318 | ) | (2,877 | ) | (2,569 | ) | (4,645 | ) | ||||||||
| Adjusted working capital excluding Nutrien<br>Financial | 978 | (545 | ) | 1,380 | (1,254 | ) | 140 | |||||||||
| Sales | 3,271 | 3,179 | 3,090 | 7,959 | ||||||||||||
| Sales from certain recent<br>acquisitions | - | - | - | - | ||||||||||||
| Adjusted sales | 3,271 | 3,179 | 3,090 | 7,959 | 17,499 | |||||||||||
| Nutrien Financial revenue | (85 | ) | (77 | ) | (70 | ) | (135 | ) | ||||||||
| Adjusted sales excluding Nutrien Financial | 3,186 | 3,102 | 3,020 | 7,824 | 17,132 | |||||||||||
| Adjusted average working capital to sales (%) | 21 | |||||||||||||||
| Adjusted average working capital to sales excluding Nutrien<br>Financial (%) | 1 | |||||||||||||||
| Rolling Four Quarters Ended December 31, 2024 | ||||||||||||||||
| ($ millions, except as otherwise noted) | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Average/Total | |||||||||||
| Current assets | 11,821 | 11,181 | 10,559 | 10,360 | ||||||||||||
| Current liabilities | (8,401 | ) | (8,002 | ) | (5,263 | ) | (8,028 | ) | ||||||||
| Working capital | 3,420 | 3,179 | 5,296 | 2,332 | 3,557 | |||||||||||
| Working capital from certain recent acquisitions | - | - | - | - | ||||||||||||
| Adjusted working capital | 3,420 | 3,179 | 5,296 | 2,332 | 3,557 | |||||||||||
| Nutrien Financial working capital | (2,489 | ) | (4,560 | ) | (4,318 | ) | (2,877 | ) | ||||||||
| Adjusted working capital excluding Nutrien<br>Financial | 931 | (1,381 | ) | 978 | (545 | ) | (4 | ) | ||||||||
| Sales | 3,308 | 8,074 | 3,271 | 3,179 | ||||||||||||
| Sales from certain recent<br>acquisitions | - | - | - | - | ||||||||||||
| Adjusted sales | 3,308 | 8,074 | 3,271 | 3,179 | 17,832 | |||||||||||
| Nutrien Financial revenue | (66 | ) | (133 | ) | (85 | ) | (77 | ) | ||||||||
| Adjusted sales excluding Nutrien Financial | 3,242 | 7,941 | 3,186 | 3,102 | 17,471 | |||||||||||
| Adjusted average working capital to sales (%) | 20 | |||||||||||||||
| Adjusted average working capital to sales excluding Nutrien Financial (%) | - |
21
Other Financial Measures
Selected Additional Financial Data
| Nutrien Financial | As at June 30, 2025 | As at<br><br><br>December 31,2024 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( millions) | Current | <31 Days<br><br><br>Past Due | 31–90Days<br><br><br>Past Due | >90 Days<br><br><br>Past Due | GrossReceivables | Allowance ^1^ | NetReceivables^2^ | NetReceivables | ||||||||||||||||
| North America | 3,384 | 192 | 62 | 257 | 3,895 | (76 | ) | 3,819 | 2,178 | |||||||||||||||
| International | 724 | 55 | 17 | 43 | 839 | (13 | ) | 826 | 699 | |||||||||||||||
| Nutrien Financial receivables | 4,108 | 247 | 79 | 300 | 4,734 | (89 | ) | 4,645 | 2,877 |
All values are in US Dollars.
1 Bad debt expense on the above receivables for the six months ended June 30, 2025 were $38 million, in the Retail segment.
2 In 2025, we assume a debt-to-equity ratio of 9:1 (2024 – 7:1) in funding Nutrien Financial receivables, based on the underlying credit quality of the assets.
Supplementary Financial Measures
Supplementary financial measures are financial measures disclosed by the Company that (a) are, or are intended to be, disclosed on a periodic basis to depict the historical or expected future financial performance, financial position or cash flow of the Company, (b) are not disclosed in the financial statements of the Company, (c) are not non-GAAP financial measures, and (d) are not non-GAAP ratios.
The following section provides an explanation of the composition of those supplementary financial measures, if not previously provided.
Sustaining capital expenditures: **** Represents capital expenditures that are required to sustain operations at existing levels and include major repairs and maintenance and plant turnarounds.
Investing capital expenditures: **** Represents capital expenditures related to significant expansions of current operations or to create cost savings (synergies). Investing capital expenditures exclude capital outlays for business acquisitions and equity-accounted investees.
Mine development and pre-stripping capital expenditures: Represents capital expenditures that are required for activities to open new areas underground and/or develop a mine or ore body to allow for future production mining and activities required to prepare and/or access the ore, i.e., removal of an overburden that allows access to the ore.
Cash used for dividends and share repurchases: Calculated as dividends paid to Nutrien’s shareholders plus repurchase of common shares as reflected in the unaudited condensed consolidated statements of cash flows. This measure is useful as it represents return of capital to shareholders.
22
EX-99.3
Exhibit 99.3
NUTRIEN LTD.
INTERIM FINANCIAL STATEMENTS AND NOTES
ASAT AND FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2025
| Unaudited |
|---|
Condensed Consolidated FinancialStatements
Condensed Consolidated Statements of Earnings
| Three Months EndedJune 30 | Six Months EndedJune 30 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( millions, except as otherwise noted) | Note | 2025 | 2024 | 2025 | 2024 | ||||||||||
| Sales | 2, 8 | 10,438 | 10,156 | 15,538 | 15,545 | ||||||||||
| Freight, transportation and distribution | 240 | 240 | 466 | 478 | |||||||||||
| Cost of goods sold | 7,023 | 7,004 | 10,577 | 10,618 | |||||||||||
| Gross Margin | 3,175 | 2,912 | 4,495 | 4,449 | |||||||||||
| Selling expenses | 951 | 1,008 | 1,708 | 1,802 | |||||||||||
| General and administrative expenses | 148 | 158 | 300 | 312 | |||||||||||
| Provincial mining taxes | 97 | 68 | 165 | 136 | |||||||||||
| Share-based compensation expense | 49 | 10 | 91 | 16 | |||||||||||
| Impairment of assets | - | 530 | - | 530 | |||||||||||
| Foreign exchange loss, net of related derivatives | 5 | 22 | 285 | 29 | 328 | ||||||||||
| Other expenses | 3 | 126 | 9 | 194 | 62 | ||||||||||
| Earnings Before Finance Costs and Income Taxes | **** | 1,782 | 844 | 2,008 | 1,263 | ||||||||||
| Finance costs | 155 | 162 | 334 | 341 | |||||||||||
| Earnings Before Income Taxes | 1,627 | 682 | 1,674 | 922 | |||||||||||
| Income tax expense | 4 | 398 | 290 | 426 | 365 | ||||||||||
| Net Earnings | 1,229 | 392 | 1,248 | 557 | |||||||||||
| Attributable to | |||||||||||||||
| Equity holders of Nutrien | 1,221 | 385 | 1,232 | 543 | |||||||||||
| Non-controlling<br>interest | 8 | 7 | 16 | 14 | |||||||||||
| Net Earnings | 1,229 | 392 | 1,248 | 557 | |||||||||||
| Net Earnings Per Share Attributable to Equity<br>Holders of Nutrien (“EPS”) | **** | ||||||||||||||
| Basic | 2.51 | 0.78 | 2.52 | 1.10 | |||||||||||
| Diluted | 2.50 | 0.78 | 2.52 | 1.10 | |||||||||||
| Weighted average shares outstanding for basic EPS | 487,396,000 | 494,646,000 | 488,391,000 | 494,608,000 | |||||||||||
| Weighted average shares outstanding for diluted EPS | 487,598,000 | 494,915,000 | 488,563,000 | 494,851,000 | |||||||||||
| Condensed Consolidated Statements of Comprehensive Income | **** | ||||||||||||||
| Three Months EndedJune 30 | Six Months EndedJune 30 | ||||||||||||||
| ( millions, net of related income taxes) | 2025 | 2024 | 2025 | 2024 | |||||||||||
| Net Earnings | 1,229 | 392 | 1,248 | 557 | |||||||||||
| Other comprehensive income (loss) | |||||||||||||||
| Item that will not be reclassified to net earnings: | |||||||||||||||
| Net fair value gain (loss) on investments | - | 36 | (18 | ) | 18 | ||||||||||
| Items that have been or may be subsequently reclassified to net earnings: | |||||||||||||||
| Gain (loss) on currency translation of foreign operations | 162 | 9 | 201 | (57 | ) | ||||||||||
| Other | 22 | (1 | ) | 26 | (19 | ) | |||||||||
| Other Comprehensive Income (Loss) | 184 | 44 | 209 | (58 | ) | ||||||||||
| Comprehensive Income | 1,413 | 436 | 1,457 | 499 | |||||||||||
| Attributable to | |||||||||||||||
| Equity holders of Nutrien | 1,404 | 429 | 1,440 | 486 | |||||||||||
| Non-controlling<br>interest | 9 | 7 | 17 | 13 | |||||||||||
| Comprehensive Income | 1,413 | 436 | 1,457 | 499 |
All values are in US Dollars.
(See Notes to the Condensed Consolidated Financial Statements)
23
| Unaudited |
|---|
Condensed Consolidated Statements ofCash Flows
| Three Months EndedJune 30 | Six Months EndedJune 30 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( millions) | Note | 2025 | 2024 | 2025 | 2024 | |||||||||||
| Operating Activities | ||||||||||||||||
| Net earnings | 1,229 | 392 | 1,248 | 557 | ||||||||||||
| Adjustments for: | ||||||||||||||||
| Depreciation and amortization | 614 | 586 | 1,185 | 1,151 | ||||||||||||
| Share-based compensation expense | 49 | 10 | 91 | 16 | ||||||||||||
| Impairment of assets | - | 530 | - | 530 | ||||||||||||
| (Recovery of) provision for deferred income tax | (48 | ) | 23 | 32 | 51 | |||||||||||
| Net distributed earnings of equity-accounted investees | 90 | 88 | 85 | 38 | ||||||||||||
| Fair value adjustment to derivatives | 5 | 2 | 187 | 8 | 186 | |||||||||||
| Loss related to financial instruments in Argentina | 3 | - | 15 | - | 34 | |||||||||||
| Long-term income tax receivables and payables | 54 | (35 | ) | 16 | 8 | |||||||||||
| Other long-term assets, liabilities and miscellaneous | (39 | ) | 5 | (40 | ) | 70 | ||||||||||
| Cash from operations before working capital changes | 1,951 | 1,801 | 2,625 | 2,641 | ||||||||||||
| Changes in non-cash operating working capital: | ||||||||||||||||
| Receivables | (2,462 | ) | (2,555 | ) | (2,605 | ) | (2,812 | ) | ||||||||
| Inventories and prepaid expenses and other current assets | 2,894 | 3,222 | 1,620 | 1,892 | ||||||||||||
| Payables and accrued charges | 155 | (661 | ) | (184 | ) | (401 | ) | |||||||||
| Cash Provided by Operating Activities | 2,538 | 1,807 | 1,456 | 1,320 | ||||||||||||
| Investing Activities | ||||||||||||||||
| Capital expenditures 1 | (424 | ) | (526 | ) | (724 | ) | (879 | ) | ||||||||
| Business acquisitions, net of cash acquired | - | (4 | ) | (11 | ) | (4 | ) | |||||||||
| (Purchase of) proceeds from investments, held within three months, net | (53 | ) | 3 | (69 | ) | (15 | ) | |||||||||
| Purchase of investments | (91 | ) | (107 | ) | (93 | ) | (111 | ) | ||||||||
| Proceeds from sale of investments | 5 | 93 | 18 | 276 | 18 | |||||||||||
| Net changes in non-cash working capital | 10 | 5 | (78 | ) | (85 | ) | ||||||||||
| Other | (30 | ) | (3 | ) | (39 | ) | (32 | ) | ||||||||
| Cash Used in Investing Activities | (495 | ) | (614 | ) | (738 | ) | (1,108 | ) | ||||||||
| Financing Activities | ||||||||||||||||
| (Repayment of) proceeds from debt, maturing within three months, net | (578 | ) | (1,215 | ) | 334 | (289 | ) | |||||||||
| Proceeds from debt | 6 | - | 998 | 998 | 998 | |||||||||||
| Repayment of debt | 6 | (531 | ) | (75 | ) | (535 | ) | (89 | ) | |||||||
| Repayment of principal portion of lease liabilities | (106 | ) | (106 | ) | (216 | ) | (202 | ) | ||||||||
| Dividends paid to Nutrien’s shareholders | 7 | (268 | ) | (266 | ) | (533 | ) | (527 | ) | |||||||
| Repurchase of common shares, inclusive of related tax | 7 | (105 | ) | - | (253 | ) | - | |||||||||
| Issuance of common shares | 26 | 8 | 29 | 9 | ||||||||||||
| Other | (10 | ) | (28 | ) | (31 | ) | (36 | ) | ||||||||
| Cash Used in Financing Activities | (1,572 | ) | (684 | ) | (207 | ) | (136 | ) | ||||||||
| Effect of Exchange Rate Changes on Cash and Cash<br>Equivalents | 21 | (1 | ) | 23 | (13 | ) | ||||||||||
| Increase in Cash and Cash Equivalents | 492 | 508 | 534 | 63 | ||||||||||||
| Cash and Cash Equivalents – Beginning of<br>Period | 895 | 496 | 853 | 941 | ||||||||||||
| Cash and Cash Equivalents – End of Period | 1,387 | 1,004 | 1,387 | 1,004 | ||||||||||||
| Cash and cash equivalents is composed of: | ||||||||||||||||
| Cash | 1,228 | 953 | 1,228 | 953 | ||||||||||||
| Short-term investments | 159 | 51 | 159 | 51 | ||||||||||||
| 1,387 | 1,004 | 1,387 | 1,004 | |||||||||||||
| Supplemental Cash Flows Information | ||||||||||||||||
| Interest paid | 220 | 216 | 352 | 348 | ||||||||||||
| Income taxes (received) paid | (19 | ) | 83 | (12 | ) | 133 | ||||||||||
| Total cash outflow for leases | 139 | 153 | 289 | 284 |
All values are in US Dollars.
1 Includes additions to property, plant and equipment, and intangible assets for the three months ended June 30, 2025 of $398 million and $26 million (2024 – $491 million and $35 million), respectively, and for the six months ended June 30, 2025 of $677 million and $47 million (2024 – $815 million and $64 million), respectively.
(See Notes to the Condensed Consolidated Financial Statements)
24
| Unaudited |
|---|
Condensed Consolidated Statements of Changes in Shareholders’ Equity
| Accumulated Other Comprehensive(Loss) Income (“AOCI”) | ||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ millions, inclusive of related tax, except as otherwise<br> noted) | Number ofCommonShares | ShareCapital | ContributedSurplus | (Loss) Gainon CurrencyTranslationof ForeignOperations | Other | TotalAOCI | RetainedEarnings | EquityHoldersofNutrien | Non-ControllingInterest | TotalEquity | ||||||||||||||||||||
| Balance – December 31, 2023 | 494,551,730 | 13,838 | 83 | (286 | ) | (10 | ) | (296 | ) | 11,531 | 25,156 | 45 | 25,201 | |||||||||||||||||
| Net earnings | - | - | - | - | - | - | 543 | 543 | 14 | 557 | ||||||||||||||||||||
| Other comprehensive loss | - | - | - | (56 | ) | (1 | ) | (57 | ) | - | (57 | ) | (1 | ) | (58 | ) | ||||||||||||||
| Dividends declared ^1^ | - | - | - | - | - | - | (532 | ) | (532 | ) | - | (532 | ) | |||||||||||||||||
| Non-controlling interest transactions | - | - | - | - | - | - | - | - | (26 | ) | (26 | ) | ||||||||||||||||||
| Effect of share-based compensation including<br><br><br>issuance of common shares | 153,808 | 8 | 3 | - | - | - | - | 11 | - | 11 | ||||||||||||||||||||
| Transfer of net loss on cash flow hedges | - | - | - | - | 8 | 8 | - | 8 | - | 8 | ||||||||||||||||||||
| Other | - | - | - | (2 | ) | - | (2 | ) | - | (2 | ) | - | (2 | ) | ||||||||||||||||
| Balance – June 30, 2024 | 494,705,538 | 13,846 | 86 | (344 | ) | (3 | ) | (347 | ) | 11,542 | 25,127 | 32 | 25,159 | |||||||||||||||||
| Balance – December 31, 2024 | 491,025,446 | 13,748 | 68 | (537 | ) | 22 | (515 | ) | 11,106 | 24,407 | 35 | 24,442 | ||||||||||||||||||
| Net earnings | - | - | - | - | - | - | 1,232 | 1,232 | 16 | 1,248 | ||||||||||||||||||||
| Other comprehensive income | - | - | - | 200 | 8 | 208 | - | 208 | 1 | 209 | ||||||||||||||||||||
| Shares repurchased for cancellation (Note 7) | (4,741,786 | ) | (133 | ) | (10 | ) | - | - | - | (114 | ) | (257 | ) | - | (257 | ) | ||||||||||||||
| Dividends declared ^1^ | - | - | - | - | - | - | (533 | ) | (533 | ) | - | (533 | ) | |||||||||||||||||
| Non-controlling interest transactions | - | - | - | - | - | - | - | - | (21 | ) | (21 | ) | ||||||||||||||||||
| Effect of share-based compensation including<br><br><br>issuance of common shares | 581,799 | 35 | (3 | ) | - | - | - | - | 32 | - | 32 | |||||||||||||||||||
| Transfer of net gain on sale of investment | - | - | - | - | (27 | ) | (27 | ) | 27 | - | - | - | ||||||||||||||||||
| Transfer of net loss on cash flow hedges | - | - | - | - | 1 | 1 | - | 1 | - | 1 | ||||||||||||||||||||
| Other | - | - | - | (2 | ) | - | (2 | ) | 1 | (1 | ) | - | (1 | ) | ||||||||||||||||
| Balance – June 30, 2025 | 486,865,459 | 13,650 | 55 | (339 | ) | 4 | (335 | ) | 11,719 | 25,089 | 31 | 25,120 |
1 During the six months ended June 30, 2025, we declared dividends of $1.09 per share (2024 - $1.08 per share).
(See Notes to the Condensed Consolidated Financial Statements)
25
| Unaudited |
|---|
Condensed Consolidated Balance Sheets
| As at June 30 | As atDecember 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( millions) | Note | 2025 | 2024 | 2024 | ||||||||||
| Assets | ||||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | 1,387 | 1,004 | 853 | |||||||||||
| Receivables | 8 | 8,086 | 8,123 | 5,390 | ||||||||||
| Inventories | 5,576 | 5,298 | 6,148 | |||||||||||
| Prepaid expenses and other current assets | 566 | 663 | 1,401 | |||||||||||
| 15,615 | 15,088 | 13,792 | ||||||||||||
| Non-current assets | ||||||||||||||
| Property, plant and equipment | 22,496 | 22,198 | 22,604 | |||||||||||
| Goodwill | 12,121 | 12,094 | 12,043 | |||||||||||
| Intangible assets | 1,745 | 1,912 | 1,819 | |||||||||||
| Investments | 5 | 407 | 703 | 698 | ||||||||||
| Other assets | 871 | 996 | 884 | |||||||||||
| Total Assets | 53,255 | 52,991 | 51,840 | |||||||||||
| Liabilities | ||||||||||||||
| Current liabilities | ||||||||||||||
| Short-term debt | 1,882 | 1,571 | 1,534 | |||||||||||
| Current portion of long-term debt | 6 | 538 | 1,012 | 1,037 | ||||||||||
| Current portion of lease liabilities | 363 | 364 | 356 | |||||||||||
| Payables and accrued charges | 8,991 | 9,024 | 9,118 | |||||||||||
| 11,774 | 11,971 | 12,045 | ||||||||||||
| Non-current liabilities | ||||||||||||||
| Long-term debt | 6 | 9,867 | 9,399 | 8,881 | ||||||||||
| Lease liabilities | 988 | 1,024 | 999 | |||||||||||
| Deferred income tax liabilities | 3,512 | 3,615 | 3,539 | |||||||||||
| Pension and other post-retirement benefit liabilities | 232 | 245 | 227 | |||||||||||
| Asset retirement obligations and accrued environmental costs | 1,536 | 1,406 | 1,543 | |||||||||||
| Other non-current<br>liabilities | 226 | 172 | 164 | |||||||||||
| Total Liabilities | 28,135 | 27,832 | 27,398 | |||||||||||
| Shareholders’ Equity | ||||||||||||||
| Share capital | 7 | 13,650 | 13,846 | 13,748 | ||||||||||
| Contributed surplus | 55 | 86 | 68 | |||||||||||
| Accumulated other comprehensive loss | (335 | ) | (347 | ) | (515 | ) | ||||||||
| Retained earnings | 11,719 | 11,542 | 11,106 | |||||||||||
| Equity holders of Nutrien | 25,089 | 25,127 | 24,407 | |||||||||||
| Non-controlling<br>interest | 31 | 32 | 35 | |||||||||||
| Total Shareholders’ Equity | 25,120 | 25,159 | 24,442 | |||||||||||
| Total Liabilities and Shareholders’<br>Equity | 53,255 | 52,991 | 51,840 |
All values are in US Dollars.
(See Notes to the Condensed Consolidated Financial Statements)
26
| Unaudited |
|---|
Notes to the Condensed ConsolidatedFinancial Statements
As at and for the Three and Six Months Ended June 30, 2025
Note 1Basis of presentation ****
Nutrien Ltd. (collectively with its subsidiaries, “Nutrien”, “we”, “us”, “our” or “the Company”) 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 farmers.
These unaudited interim condensed consolidated financial statements (“interim financial statements”) are based on International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and have been prepared in accordance with IAS 34, “Interim Financial Reporting”. The accounting policies and methods of computation used in preparing these interim financial statements are materially consistent with those used in the preparation of our 2024 annual audited consolidated financial statements. These interim financial statements include the accounts of Nutrien and its subsidiaries; however, they do not include all disclosures normally provided in annual audited consolidated financial statements and should be read in conjunction with our 2024 annual audited consolidated financial statements. These interim financial statements are presented in millions of US dollars, unless otherwise indicated, which is the functional currency of Nutrien and the majority of its subsidiaries.
Certain immaterial 2024 figures have been reclassified in the condensed consolidated statements of cash flows.
In management’s opinion, the interim financial statements include all adjustments necessary to fairly present such information in all material respects. Interim results are not necessarily indicative of the results expected for any other interim period or the fiscal year. These interim financial statements were authorized for issue by the Audit Committee of the Board of Directors on August 6, 2025.
Note 2Segment information ****
We have four reportable operating segments: Nutrien Ag Solutions (“Retail”), Potash, Nitrogen and Phosphate. Our downstream Retail segment distributes crop nutrients, crop protection products, seed and merchandise, and provides agronomic application services and solutions, including the services offered through Nutrien Financial. Retail also manufactures and distributes proprietary products and provides services directly to farmers through a network of retail locations in North America, South America and Australia. Our upstream Potash, Nitrogen and Phosphate segments are differentiated by the chemical nutrient contained in the products that each segment produces and are supported by midstream activities, which include the global sales, freight, transportation and distribution of our products, which are reported within these segments, respectively. Potash freight, transportation and distribution costs only apply to our North American potash sales volumes. Sales reported under our Corporate and Others segment relates to our non-core business. EBITDA presented in the succeeding tables is calculated as net earnings (loss) before finance costs, income taxes, and depreciation and amortization.
Seasonality in our business results from increased demand for products during planting season. Crop input sales are generally higher in the spring and fall application seasons. Crop 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 received are typically concentrated in December and January and inventory prepayments paid to our suppliers are typically concentrated in the period from November to January. Feed and industrial sales are more evenly distributed throughout the year.
| Downstream | Upstream and Midstream | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ millions) | Retail | Potash | Nitrogen | Phosphate | Corporateand Others | Eliminations | Consolidated | ||||||||||||||||
| Assets – as at June 30, 2025 | 23,241 | 14,110 | 11,651 | 2,501 | 2,683 | (931 | ) | 53,255 | |||||||||||||||
| Assets – as at December 31,<br>2024 | 22,149 | 13,792 | 11,603 | 2,453 | 2,571 | (728 | ) | 51,840 |
27
| Unaudited | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended June 30, 2025 | ||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Downstream | Upstream and Midstream | |||||||||||||||||||||||
| ($ millions) | Retail | Potash | Nitrogen | Phosphate | Corporateand Others | Eliminations | Consolidated | |||||||||||||||||
| Sales – third party | 7,959 | 992 | 1,104 | 382 | 1 | - | 10,438 | |||||||||||||||||
| – intersegment | - | 93 | 309 | 67 | - | (469 | ) | - | ||||||||||||||||
| Sales – total | 7,959 | 1,085 | 1,413 | 449 | 1 | (469 | ) | 10,438 | ||||||||||||||||
| Freight, transportation and<br>distribution | - | 94 | 153 | 53 | - | (60 | ) | 240 | ||||||||||||||||
| Net sales | 7,959 | 991 | 1,260 | 396 | 1 | (409 | ) | 10,198 | ||||||||||||||||
| Cost of goods sold | 5,941 | 440 | 744 | 363 | - | (465 | ) | 7,023 | ||||||||||||||||
| Gross margin | 2,018 | 551 | 516 | 33 | 1 | 56 | 3,175 | |||||||||||||||||
| Selling expenses (recovery) | 948 | 2 | 8 | 1 | (2 | ) | (6 | ) | 951 | |||||||||||||||
| General and administrative expenses | 44 | 2 | 6 | 1 | 95 | - | 148 | |||||||||||||||||
| Provincial mining taxes | - | 97 | - | - | - | - | 97 | |||||||||||||||||
| Share-based compensation expense | - | - | - | - | 49 | - | 49 | |||||||||||||||||
| Foreign exchange loss, net of related derivatives | - | - | - | - | 22 | - | 22 | |||||||||||||||||
| Other expenses | 54 | 8 | 1 | 7 | 46 | 10 | 126 | |||||||||||||||||
| Earnings (loss) before finance costs and income taxes | 972 | 442 | 501 | 24 | (209 | ) | 52 | 1,782 | ||||||||||||||||
| Depreciation and amortization | 177 | 188 | 166 | 68 | 15 | - | 614 | |||||||||||||||||
| EBITDA | 1,149 | 630 | 667 | 92 | (194 | ) | 52 | 2,396 | ||||||||||||||||
| Restructuring costs | - | - | - | - | 21 | - | 21 | |||||||||||||||||
| Share-based compensation expense | - | - | - | - | 49 | - | 49 | |||||||||||||||||
| ARO/ERL related expenses for non-operating sites | - | - | - | - | (2 | ) | - | (2 | ) | |||||||||||||||
| Foreign exchange loss, net of related<br>derivatives | - | - | - | - | 22 | - | 22 | |||||||||||||||||
| Adjusted EBITDA | 1,149 | 630 | 667 | 92 | (104 | ) | 52 | 2,486 |
28
| Unaudited | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended June 30, 2024 | ||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Downstream | Upstream and Midstream | |||||||||||||||||||||||
| ($ millions) | Retail | Potash | Nitrogen | Phosphate | Corporateand Others | Eliminations | Consolidated | |||||||||||||||||
| Sales – third party | 8,074 | 750 | 948 | 384 | - | - | 10,156 | |||||||||||||||||
| – intersegment | - | 86 | 239 | 67 | - | (392 | ) | - | ||||||||||||||||
| Sales – total | 8,074 | 836 | 1,187 | 451 | - | (392 | ) | 10,156 | ||||||||||||||||
| Freight, transportation and<br>distribution | - | 80 | 159 | 57 | - | (56 | ) | 240 | ||||||||||||||||
| Net sales | 8,074 | 756 | 1,028 | 394 | - | (336 | ) | 9,916 | ||||||||||||||||
| Cost of goods sold | 6,045 | 359 | 650 | 361 | - | (411 | ) | 7,004 | ||||||||||||||||
| Gross margin | 2,029 | 397 | 378 | 33 | - | 75 | 2,912 | |||||||||||||||||
| Selling expenses (recovery) | 1,005 | 3 | 8 | 2 | (3 | ) | (7 | ) | 1,008 | |||||||||||||||
| General and administrative expenses | 51 | 1 | 5 | 3 | 98 | - | 158 | |||||||||||||||||
| Provincial mining taxes | - | 68 | - | - | - | - | 68 | |||||||||||||||||
| Share-based compensation expense | - | - | - | - | 10 | - | 10 | |||||||||||||||||
| Impairment of assets | 335 | - | 195 | - | - | - | 530 | |||||||||||||||||
| Foreign exchange loss, net of related derivatives | - | - | - | - | 285 | - | 285 | |||||||||||||||||
| Other expenses (income) | 41 | 4 | (78 | ) | 8 | 26 | 8 | 9 | ||||||||||||||||
| Earnings (loss) before finance costs and income taxes | 597 | 321 | 248 | 20 | (416 | ) | 74 | 844 | ||||||||||||||||
| Depreciation and amortization | 196 | 151 | 151 | 68 | 20 | - | 586 | |||||||||||||||||
| EBITDA | 793 | 472 | 399 | 88 | (396 | ) | 74 | 1,430 | ||||||||||||||||
| Share-based compensation expense | - | - | - | - | 10 | - | 10 | |||||||||||||||||
| Impairment of assets | 335 | - | 195 | - | - | - | 530 | |||||||||||||||||
| Loss related to financial instruments in Argentina | - | - | - | - | 15 | - | 15 | |||||||||||||||||
| ARO/ERL related income for non-operating sites | - | - | - | - | (35 | ) | - | (35 | ) | |||||||||||||||
| Foreign exchange loss, net of related<br>derivatives | - | - | - | - | 285 | - | 285 | |||||||||||||||||
| Adjusted EBITDA | 1,128 | 472 | 594 | 88 | (121 | ) | 74 | 2,235 |
29
| Unaudited | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Six Months Ended June 30, 2025 | ||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Downstream | Upstream and Midstream | |||||||||||||||||||||||
| ($ millions) | Retail | Potash | Nitrogen | Phosphate | Corporateand Others | Eliminations | Consolidated | |||||||||||||||||
| Sales – third party | 11,049 | 1,758 | 1,996 | 720 | 15 | - | 15,538 | |||||||||||||||||
| – intersegment | - | 188 | 491 | 134 | - | (813 | ) | - | ||||||||||||||||
| Sales – total | 11,049 | 1,946 | 2,487 | 854 | 15 | (813 | ) | 15,538 | ||||||||||||||||
| Freight, transportation and<br>distribution | - | 211 | 273 | 98 | - | (116 | ) | 466 | ||||||||||||||||
| Net sales | 11,049 | 1,735 | 2,214 | 756 | 15 | (697 | ) | 15,072 | ||||||||||||||||
| Cost of goods sold | 8,345 | 820 | 1,407 | 724 | 4 | (723 | ) | 10,577 | ||||||||||||||||
| Gross margin | 2,704 | 915 | 807 | 32 | 11 | 26 | 4,495 | |||||||||||||||||
| Selling expenses (recovery) | 1,703 | 5 | 15 | 3 | (5 | ) | (13 | ) | 1,708 | |||||||||||||||
| General and administrative expenses | 88 | 4 | 12 | 3 | 193 | - | 300 | |||||||||||||||||
| Provincial mining taxes | - | 165 | - | - | - | - | 165 | |||||||||||||||||
| Share-based compensation expense | - | - | - | - | 91 | - | 91 | |||||||||||||||||
| Foreign exchange loss, net of related derivatives | - | - | - | - | 29 | - | 29 | |||||||||||||||||
| Other expenses | 79 | 10 | 13 | 13 | 64 | 15 | 194 | |||||||||||||||||
| Earnings (loss) before finance costs and income taxes | 834 | 731 | 767 | 13 | (361 | ) | 24 | 2,008 | ||||||||||||||||
| Depreciation and amortization | 361 | 345 | 308 | 140 | 31 | - | 1,185 | |||||||||||||||||
| EBITDA | 1,195 | 1,076 | 1,075 | 153 | (330 | ) | 24 | 3,193 | ||||||||||||||||
| Restructuring costs | - | - | - | - | 22 | - | 22 | |||||||||||||||||
| Share-based compensation expense | - | - | - | - | 91 | - | 91 | |||||||||||||||||
| ARO/ERL related expenses for non-operating sites^^ | - | - | - | - | 3 | - | 3 | |||||||||||||||||
| Foreign exchange loss, net of related<br>derivatives | - | - | - | - | 29 | - | 29 | |||||||||||||||||
| Adjusted EBITDA | 1,195 | 1,076 | 1,075 | 153 | (185 | ) | 24 | 3,338 | ||||||||||||||||
| Six Months Ended June 30, 2024 | ||||||||||||||||||||||||
| Downstream | Upstream and Midstream | |||||||||||||||||||||||
| ($ millions) | Retail | Potash | Nitrogen | Phosphate | Corporateand Others | Eliminations | Consolidated | |||||||||||||||||
| Sales – third party | 11,382 | 1,571 | 1,794 | 798 | - | - | 15,545 | |||||||||||||||||
| – intersegment | - | 192 | 421 | 152 | - | (765 | ) | - | ||||||||||||||||
| Sales – total | 11,382 | 1,763 | 2,215 | 950 | - | (765 | ) | 15,545 | ||||||||||||||||
| Freight, transportation and<br>distribution | - | 194 | 276 | 119 | - | (111 | ) | 478 | ||||||||||||||||
| Net sales | 11,382 | 1,569 | 1,939 | 831 | - | (654 | ) | 15,067 | ||||||||||||||||
| Cost of goods sold | 8,606 | 717 | 1,254 | 733 | - | (692 | ) | 10,618 | ||||||||||||||||
| Gross margin | 2,776 | 852 | 685 | 98 | - | 38 | 4,449 | |||||||||||||||||
| Selling expenses (recovery) | 1,795 | 6 | 15 | 4 | (5 | ) | (13 | ) | 1,802 | |||||||||||||||
| General and administrative expenses | 103 | 5 | 10 | 7 | 187 | - | 312 | |||||||||||||||||
| Provincial mining taxes | - | 136 | - | - | - | - | 136 | |||||||||||||||||
| Share-based compensation expense | - | - | - | - | 16 | - | 16 | |||||||||||||||||
| Impairment of assets | 335 | - | 195 | - | - | - | 530 | |||||||||||||||||
| Foreign exchange loss, net of related derivatives | - | - | - | - | 328 | - | 328 | |||||||||||||||||
| Other expenses (income) | 63 | 1 | (111 | ) | 16 | 80 | 13 | 62 | ||||||||||||||||
| Earnings (loss) before finance costs and income taxes | 480 | 704 | 576 | 71 | (606 | ) | 38 | 1,263 | ||||||||||||||||
| Depreciation and amortization | 390 | 298 | 287 | 138 | 38 | - | 1,151 | |||||||||||||||||
| EBITDA | 870 | 1,002 | 863 | 209 | (568 | ) | 38 | 2,414 | ||||||||||||||||
| Share-based compensation expense | - | - | - | - | 16 | - | 16 | |||||||||||||||||
| Impairment of assets | 335 | - | 195 | - | - | - | 530 | |||||||||||||||||
| Loss related to financial instruments in Argentina | - | - | - | - | 34 | - | 34 | |||||||||||||||||
| ARO/ERL related income for non-operating sites | - | - | - | - | (32 | ) | - | (32 | ) | |||||||||||||||
| Foreign exchange loss, net of related<br>derivatives | - | - | - | - | 328 | - | 328 | |||||||||||||||||
| Adjusted EBITDA | 1,205 | 1,002 | 1,058 | 209 | (222 | ) | 38 | 3,290 |
30
| Unaudited | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| Three Months Ended<br>June 30 | Six Months Ended<br>June 30 | |||||||||||
| ($ millions) | 2025 | 2024 | 2025 | 2024 | ||||||||
| Retail sales by product line | ||||||||||||
| Crop nutrients | 3,391 | 3,281 | 4,585 | 4,590 | ||||||||
| Crop protection products | 2,666 | 2,733 | 3,638 | 3,847 | ||||||||
| Seed | 1,278 | 1,434 | 1,810 | 1,919 | ||||||||
| Services and other | 286 | 292 | 432 | 448 | ||||||||
| Merchandise | 238 | 245 | 427 | 445 | ||||||||
| Nutrien Financial | 135 | 133 | 205 | 199 | ||||||||
| Nutrien Financial elimination ^1^ | (35 | ) | (44 | ) | (48 | ) | (66 | ) | ||||
| 7,959 | 8,074 | 11,049 | 11,382 | |||||||||
| Potash sales by geography | ||||||||||||
| Manufactured product | ||||||||||||
| North America | 382 | 353 | 816 | 873 | ||||||||
| Offshore ^2^ | 701 | 482 | 1,127 | 889 | ||||||||
| Other potash and purchased products | 2 | 1 | 3 | 1 | ||||||||
| 1,085 | 836 | 1,946 | 1,763 | |||||||||
| Nitrogen sales by product line | ||||||||||||
| Manufactured product | ||||||||||||
| Ammonia | 359 | 351 | 599 | 595 | ||||||||
| Urea and ESN^®^ | 530 | 426 | 912 | 792 | ||||||||
| Solutions, nitrates and sulfates | 430 | 343 | 751 | 662 | ||||||||
| Other nitrogen and purchased products | 94 | 67 | 225 | 166 | ||||||||
| 1,413 | 1,187 | 2,487 | 2,215 | |||||||||
| Phosphate sales by product line | ||||||||||||
| Manufactured product | ||||||||||||
| Fertilizer | 285 | 291 | 534 | 612 | ||||||||
| Industrial and feed | 155 | 155 | 306 | 322 | ||||||||
| Other phosphate and purchased products | 9 | 5 | 14 | 16 | ||||||||
| 449 | 451 | 854 | 950 |
All values are in US Dollars.
1 Represents elimination of the interest and service fees charged by Nutrien Financial to Retail branches.
2 Relates to Canpotex Limited (“Canpotex”) (see Note 8) and includes provisional pricing adjustments for the three months ended June 30, 2025 of $27 million (2024 – $(1) million) and the six months ended June 30, 2025 of $58 million (2024 – $11 million).
Note 3 Other expenses (income)
| Three Months EndedJune 30 | Six Months Ended<br>June 30 | |||||||||||||||
| ( millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Restructuring costs | 21 | - | 22 | - | ||||||||||||
| Earnings of equity-accounted investees | (9 | ) | (30 | ) | (14 | ) | (81 | ) | ||||||||
| Bad debt expense | 38 | 50 | 57 | 63 | ||||||||||||
| Project feasibility costs | 26 | 28 | 41 | 43 | ||||||||||||
| Customer prepayment costs | 19 | 15 | 37 | 31 | ||||||||||||
| Legal expenses | 5 | 4 | 7 | 8 | ||||||||||||
| Insurance recoveries | - | (67 | ) | - | (67 | ) | ||||||||||
| (Gain) loss on natural gas derivatives not designated as hedge | - | (1 | ) | - | 2 | |||||||||||
| Loss related to financial instruments in Argentina | - | 15 | - | 34 | ||||||||||||
| ARO/ERL related (income) expenses for<br>non-operating sites 1 | (2 | ) | (35 | ) | 3 | (32 | ) | |||||||||
| Other expenses | 28 | 30 | 41 | 61 | ||||||||||||
| 126 | 9 | 194 | 62 |
All values are in US Dollars.
1 ARO/ERL refers to asset retirement obligations and accrued environmental costs.
31
| Unaudited |
|---|
Note 4 Income taxes
A separate estimated average annual effective income tax rate was determined and applied individually to the interim period pre-tax earnings for each taxing jurisdiction.
| Three Months EndedJune 30 | Six Months Ended<br><br><br>June 30 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( millions, except as otherwise noted) | 2025 | 2024 | 2025 | 2024 | ||||||||||
| Actual effective tax rate on earnings (%) | 23 | 46 | 24 | 42 | ||||||||||
| Actual effective tax rate including discrete items (%) | 24 | 43 | 25 | 40 | ||||||||||
| Discrete tax adjustments that impacted the<br>tax rate 1 | 22 | (23 | ) | 27 | (20 | ) |
All values are in US Dollars.
1 Discrete tax adjustments arise from specific, significant or unusual events that are recognized in the period in which the event occurs, rather than being allocated across the year through the annual effective tax rate.
Note 5 Financial instruments
Foreign currency derivatives
| Three Months EndedJune 30 | Six Months Ended<br><br><br>June 30 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( millions) | 2025 | 2024 | 2025 | 2024 | |||||||||
| Foreign exchange loss | 31 | 40 | 17 | 30 | |||||||||
| Hyperinflationary loss | - | 20 | - | 65 | |||||||||
| (Gain) loss on foreign currency derivatives at fair value<br>through profit or loss | (9 | ) | 225 | 12 | 233 | ||||||||
| Foreign exchange loss, net of related<br>derivatives | 22 | 285 | 29 | 328 |
All values are in US Dollars.
Our financial instruments carrying amount are a reasonable approximation of their fair values, except for our long-term debt, including current portion, that has a carrying value of $10,405 million and fair value of $9,929 million as at June 30, 2025. There were no transfers between levels for financial instruments measured at fair value on a recurring basis.
Investments at fair value through other comprehensive income
During the six months ended June 30, 2025, we fully divested our remaining equity ownership interest in Sinofert Holdings Limited, which had been classified as a financial asset measured at fair value through other comprehensive income. Total proceeds from the sale were $193 million and reflected the fair value of the investment at the date of derecognition. A fair value loss of $18 million related to the investment was recognized in the period in other comprehensive income. Upon derecognition, the cumulative unrealized gain previously recognized in other comprehensive income of $27 million was reclassified to retained earnings.
Note 6 Debt
| ( millions, except as otherwise noted) | Rate of interest (%) | Maturity | Amount | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Senior notes repaid in 2025 | 3.000 | April 1, 2025 | 500 | ||||||||
| Senior notes issued in 2025 | 4.500 | March 12, 2027 | 400 | ||||||||
| Senior notes issued in 2025 | 5.250 | March 12, 2032 | 600 | ||||||||
| 1,000 |
All values are in US Dollars.
The senior notes issued in the six months ended June 30, 2025, are unsecured, rank equally with our existing unsecured debt, and have no sinking fund requirements prior to maturity. Each series of outstanding senior notes is redeemable and has various provisions for redemption prior to maturity, at our option, at specified prices.
32
| Unaudited |
|---|
Note 7 Share capital
Share repurchase programs
The following table summarizes our share repurchase activities during the periods indicated below:
| Three Months EndedJune 30 | Six Months Ended<br><br><br>June 30 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( millions, except as otherwise noted) | 2025 | 2024 | 2025 | 2024 | ||||||||
| Number of common shares repurchased for cancellation | 1,878,972 | - | 4,741,786 | - | ||||||||
| Average price per share (US dollars) | 56.39 | - | 53.19 | - | ||||||||
| Total cost, inclusive of tax | 108 | - | 257 | - |
All values are in US Dollars.
Subsequent to June 30, 2025, as of August 5, 2025, an additional 990,171 common shares were repurchased for cancellation at a cost of $59 million and an average price per share of $59.93.
Dividends declared
We declared a dividend per share of $0.545 (2024 – $0.54) during the three months ended June 30, 2025, payable on July 18, 2025 to shareholders of record on June 30, 2025.
Note 8 Related party transactions
We sell potash outside Canada and the US exclusively through Canpotex. Our total revenue is recognized at the amount received from Canpotex representing proceeds from their sale of potash, less net costs of Canpotex. The receivable outstanding from Canpotex arose from sale transactions described above. It is unsecured and bears no interest. Any credit losses held against this receivable are expected to be negligible. Canpotex sells potash to buyers, including Nutrien, in export markets pursuant to term and spot contracts at agreed-upon prices. Purchases from Canpotex for the three months ended June 30, 2025 were $20 million (2024 – $40 million) and the six months ended June 30, 2025 were $77 million (2024 – $71 million).
| ( millions) | As at June 30, 2025 | As at December 31, 2024 | |||
|---|---|---|---|---|---|
| Receivables from Canpotex | 425 | 122 | |||
| Payables to Canpotex | 89 | 66 |
All values are in US Dollars.
33