6-K
Nutrien Ltd. (NTR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report ofForeign Private Issuer
Pursuant to Rule 13a-16 or15d-16
Under the Securities Exchange Act of 1934
For the month of February, 2025
Commission File Number: 001-38336
NUTRIEN LTD.
(Name ofregistrant)
Suite 1700, 211 19th Street East
Saskatoon, Saskatchewan, Canada
S7K 5R6
(Address ofprincipal 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 ☒
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: February 19, 2025 | By: | /s/ Noralee Bradley |
| Name: | Noralee Bradley | |
| Title: | Executive Vice President, External Affairs and Chief Sustainability and Legal Officer |
EXHIBIT INDEX
| Exhibit | Description of Exhibit |
|---|---|
| 99.1 | News Release dated February 19, 2025 |
EX-99.1
Exhibit 99.1
 |
News Release |
|---|---|
| TSX, NYSE: NTR |
February 19, 2025 – all amounts are in US dollars, except as otherwise noted
Nutrien Reports Fourth Quarter and Full-Year 2024 Results
| • | Full-year results demonstrate significant progress towards strategic priorities and 2026 performance targets. |
|---|---|
| • | 2025 guidance reflects expectation for continued growth in upstream fertilizer volumes, higher downstream Retailearnings and lower capital expenditures. |
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SASKATOON, Saskatchewan - Nutrien Ltd. (TSX and NYSE: NTR) announced today its fourth quarter 2024 results, with net earnings of $118 million ($0.23 diluted net earnings per share). Fourth quarter 2024 adjusted EBITDA^1^ was $1.1 billion and adjusted net earnings per share^1^ was $0.31.
“Nutrien delivered higher upstream fertilizer sales volumes, accelerated operational efficiency and cost savings initiatives and increased downstream Retail earnings in 2024, demonstrating significant progress towards our 2026 performance targets. We took a disciplined and intentional approach to our capital allocation decisions, further optimizing capital expenditures and returning $1.2 billion to shareholders through dividends and share repurchases,” commented Ken Seitz, Nutrien’s President and CEO.
“The outlook for our business in 2025 is supported by expectations for strong crop input demand and firming potash fundamentals. Nutrien has a world-class asset base, and we remain focused on strategic priorities that strengthen our core business and deliver structural improvements to our earnings and free cash flow,” added Mr. Seitz.
Highlights^2^:
| • | Generated net earnings of $700 million ($1.36 diluted net earnings per share) and adjusted EBITDA of<br>$5.4 billion ($3.47 adjusted net earnings per share) for the full year of 2024. |
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| • | Retail adjusted EBITDA increased to $1.7 billion in 2024 supported by higher product margins and lower expenses, as<br>we continue to simplify our business and accelerate downstream network optimization initiatives. |
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| • | Potash adjusted EBITDA decreased to $1.8 billion in 2024 as lower net selling prices more than offset increased<br>sales volumes. We mined 35 percent of our potash ore tonnes using automation in 2024, providing efficiency, flexibility and safety benefits, while supporting our highest annual production levels on record and a reduction in controllable cash<br>cost of product manufactured per tonne. |
| --- | --- |
| • | Nitrogen adjusted EBITDA of $1.9 billion in 2024 was relatively flat as lower net selling prices offset higher sales<br>volumes and lower natural gas costs. Total ammonia production increased in 2024, driven by less maintenance downtime and improved natural gas utilization and reliability at our operations in Trinidad. |
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| • | Divested non-core assets and equity investments totaling approximately $60<br>million in 2024, providing incremental cash flow to allocate to high conviction priorities that are core to our long-term strategy. |
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| • | Repurchased 3.9 million shares for a total of $190 million in the second half of 2024 and an additional 1.9 million<br>shares in 2025 for $96 million as of February 18, 2025. Nutrien’s Board of Directors approved the purchase of up to 5 percent of Nutrien’s outstanding common shares over a twelve-month period through the renewal of our<br>normal course issuer bid (“NCIB”), which is subject to acceptance by the Toronto Stock Exchange. |
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| • | Nutrien’s Board of Directors approved an increase in the quarterly dividend to $0.545 per share. Nutrien continues<br>to target a stable and growing dividend, having now increased the dividend per share by 36 percent since the beginning of 2018. |
| --- | --- |
This is a non-GAAP financial measure. See the “Non-GAAP Financial Measures” section.
Our discussion of highlights set out on this page is a comparison of the results for the twelve months ended December 31, 2024 to the results for the twelve months ended December 31, 2023, unless otherwise noted.
1
Market Outlook and Guidance
Agriculture and Retail Markets
| • | Global grain stocks-to-use ratios remain<br>historically low and demand remains strong, providing a supportive environment for ag commodity prices in 2025. We expect US corn plantings to range between 91 and 93 million acres and soybean plantings to range from 84 to 86 million acres<br>in 2025. The projected increase in corn acreage, combined with a shortened fall application season in 2024, supports our outlook for strong North American fertilizer demand in the first half of the year. |
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| • | In Brazil, generally favorable soil moisture conditions and stronger crop prices are expected to lead to an increase in<br>safrinha corn planted acreage of approximately five percent, supporting crop input demand in the first half of 2025. |
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| • | A weaker Australian dollar and strong grain and oilseed export demand is supporting grower economics, and conditions<br>remain positive for 2025 crop input demand. |
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Crop Nutrient Markets
| • | Global potash shipments rebounded to approximately 72.5 million tonnes in 2024, driven by improved supply and<br>supportive application economics that contributed to increased demand in key markets such as China, Brazil and Southeast Asia. |
|---|---|
| • | We forecast global potash shipments between 71 and 75 million tonnes in 2025. The high end of the range captures the<br>potential for stronger underlying global consumption and the lower end captures the potential for reduced supply availability. We anticipate the potential for supply tightness with limited global capacity additions in 2025 and reported operational<br>challenges and maintenance work in key producing regions. |
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| • | Global urea and UAN prices have increased in the first quarter of 2025, driven by strengthening demand in key import<br>markets and restricted supply, including continued Chinese urea export restrictions. Global ammonia prices have trended lower to start the year due to seasonal demand weakness and the anticipation of incremental supply in the US and export capacity<br>from Russia. We expect North American natural gas prices to remain highly competitive compared to Europe and Asia, with Henry Hub natural gas prices projected to average between $3.25 and $3.50 per MMBtu for the year. |
| --- | --- |
| • | The US nitrogen supply and demand balance is expected to be tight ahead of the spring application season, as nitrogen<br>fertilizer net imports in the first half of the 2024/2025 fertilizer year were down approximately 60 percent compared to the five-year average. Additionally, nitrogen demand for the spring season is<br>expected to be strong due to the limited fall ammonia application season and higher projected corn acreage. |
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| • | Phosphate fertilizer markets remain firm, particularly in North America where inventories were estimated to be<br>historically low entering 2025. We expect Chinese phosphate exports similar to 2024 levels, with total DAP/MAP exports ranging between 6 and 7 million tonnes, and tight stocks in India to support demand ahead of their key planting season.<br> |
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Financial and Operational Guidance
| • | Retail adjusted EBITDA guidance of $1.65 to $1.85 billion assumes higher crop nutrient sales volumes, continued growth of<br>our proprietary products and further margin recovery in Brazil. We anticipate foreign exchange headwinds in our international retail operations and the absence of asset sales and other income items realized in 2024, which combined are estimated at<br>approximately $75 million. |
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| • | Potash sales volume guidance of 13.6 to 14.4 million tonnes is consistent with our global shipments outlook and accounts<br>for some uncertainty regarding the possible imposition and related impact of US tariffs, as well as global supply availability. |
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| • | Nitrogen sales volume guidance of 10.7 to 11.2 million tonnes assumes continued reliability improvements and higher<br>operating rates at our North American plants. |
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| • | Phosphate sales volume guidance of 2.35 to 2.55 million tonnes assumes lower production at our White Springs facility in<br>the first half of 2025 and improved operating rates in the second half compared to the prior year. |
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| • | Total capital expenditures of $2.0 to $2.1 billion are expected to be lower than the prior year. Our capital expenditure<br>program has been further optimized to sustain safe and reliable operations and to progress a set of targeted growth investments. This total includes approximately $400 to $500 million in investing capital expenditures focused on proprietary<br>products, network optimization and digital capabilities in Retail, low-cost brownfield expansions in Nitrogen and mine automation projects in Potash. |
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2
All guidance numbers, including those noted above, are outlined in the table below. In addition, set forth below are 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<br> <br>February 19, 2025 | ||||||
|---|---|---|---|---|---|---|
| (billions of US dollars, except as otherwise noted) | Low | High | 2024 Actual | |||
| Retail adjusted EBITDA | 1.65 | 1.85 | 1.7 | |||
| Potash sales volumes (million tonnes) ^2^ | 13.6 | 14.4 | 13.9 | |||
| Nitrogen sales volumes (million tonnes)<br>^2^ | 10.7 | 11.2 | 10.7 | |||
| Phosphate sales volumes (million tonnes)<br>^2^ | 2.35 | 2.55 | 2.4 | |||
| Depreciation and amortization | 2.35 | 2.45 | 2.3 | |||
| Finance costs | 0.65 | 0.75 | 0.7 | |||
| Effective tax rate on adjusted net earnings (%)<br>^3^ | 22.0 | 25.0 | 24.1 | |||
| Capital expenditures ^4^ | 2.0 | 2.1 | 2.2 |
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.
| 2025 Annual Sensitivities 1 | |||
|---|---|---|---|
| (millions of US dollars, except EPS amounts) | Adjusted EPS ^4^ | ||
| 25 per tonne change in potash net selling prices | ±280 | ±0.45 | |
| 25 per tonne change in ammonia net selling prices<br>2 | ± 35 | ±0.05 | |
| 25 per tonne change in urea and ESN® net<br>selling prices | ± 85 | ±0.15 | |
| 25 per tonne change in solutions, nitrates and sulfates net selling prices | ±130 | ±0.20 | |
| 1 per MMBtu change in NYMEX natural gas price 3 | ±190 | ±0.30 |
All values are in US Dollars.
1 See the “Forward-Looking Statements” section.
2 Includes related impact on natural gas costs in Trinidad, which is linked to benchmark ammonia pricing.
3 Nitrogen related impact.
4 Assumes 486 million shares outstanding for all earnings per share (“EPS”) sensitivities.
3
Consolidated Results
| Three Months Ended December 31 | Twelve Months Ended December 31 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions of US dollars, except as otherwise noted) | 2024 | 2023 | % Change | 2024 | 2023 | % Change | ||||||||
| Sales | 5,079 | 5,664 | (10 | ) | 25,972 | 29,056 | (11 | ) | ||||||
| Gross margin | 1,581 | 1,768 | (11 | ) | 7,530 | 8,474 | (11 | ) | ||||||
| Expenses | 1,184 | 1,475 | (20 | ) | 5,674 | 5,729 | (1 | ) | ||||||
| Net earnings | 118 | 176 | (33 | ) | 700 | 1,282 | (45 | ) | ||||||
| Adjusted EBITDA ^1^ | 1,055 | 1,075 | (2 | ) | 5,355 | 6,058 | (12 | ) | ||||||
| Diluted net earnings per share (US dollars) | 0.23 | 0.35 | (34 | ) | 1.36 | 2.53 | (46 | ) | ||||||
| Adjusted net earnings per share (US dollars) ^1^ | 0.31 | 0.37 | (16 | ) | 3.47 | 4.44 | (22 | ) |
1 This is a non-GAAP financial measure. See the “Non-GAAP Financial Measures” section.
Net earnings and adjusted EBITDA decreased in the fourth quarter of 2024 compared to the same period in 2023, primarily due to lower Potash net selling prices and sales volumes, partially offset by higher Retail earnings and lower expenses. For the full year of 2024, net earnings and adjusted EBITDA decreased compared to 2023 due to lower Potash and Nitrogen net selling prices, partially offset by increased Retail earnings and record Potash sales volumes. Net earnings were also impacted by a previously disclosed loss on foreign currency derivatives in the second quarter of 2024.
Segment Results
Our discussion of segment results set out on the following pages is a comparison of the results for the three and twelve months ended December 31, 2024 to the results for the three and twelve months ended December 31, 2023, unless otherwise noted.
| Nutrien Ag Solutions (“Retail”) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended December 31 | Twelve Months Ended December 31 | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (millions of US dollars, except as otherwise noted) | 2024 | 2023 | % Change | 2024 | 2023 | % Change | ||||||||
| Sales | 3,179 | 3,502 | (9 | ) | 17,832 | 19,542 | (9 | ) | ||||||
| Cost of goods sold | 2,193 | 2,513 | (13 | ) | 13,211 | 15,112 | (13 | ) | ||||||
| Gross margin | 986 | 989 | - | 4,621 | 4,430 | 4 | ||||||||
| Adjusted EBITDA<br>^1^ | 340 | 229 | 48 | 1,696 | 1,459 | 16 |
1 See Note 2 to the unaudited condensed consolidated financial statements as at and for the three and twelve months ended December 31, 2024 (“interim financial statements”).
| • | Retail adjusted EBITDA increased in the fourth quarter of 2024 due to lower expenses and higher crop protection<br>and seed margins, including increased proprietary products gross margins and improved margins and selling expenses in Brazil. During the fourth quarter, we recognized a $25 million gain on the sale of land in Argentina as we continue to<br>simplify our business. Adjusted EBITDA increased for the full year, supported by higher product margins in all geographies and lower expenses. | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended December 31 | Twelve Months Ended December 31 | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Sales | Gross Margin | Sales | Gross Margin | |||||||||||||
| (millions of US dollars) | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | ||||||||
| Crop nutrients | 1,528 | 1,808 | 294 | 346 | 7,211 | 8,379 | 1,444 | 1,378 | ||||||||
| Crop protection products | 948 | 960 | 351 | 333 | 6,313 | 6,750 | 1,622 | 1,553 | ||||||||
| Seed | 184 | 202 | 52 | 36 | 2,235 | 2,295 | 431 | 427 | ||||||||
| Services and other | 228 | 236 | 188 | 188 | 918 | 927 | 716 | 710 | ||||||||
| Merchandise | 230 | 251 | 40 | 41 | 897 | 1,001 | 150 | 172 | ||||||||
| Nutrien Financial | 77 | 70 | 77 | 70 | 361 | 322 | 361 | 322 | ||||||||
| Nutrien Financial elimination ^1^ | (16) | (25) | (16) | (25) | (103) | (132) | (103) | (132) | ||||||||
| Total | 3,179 | 3,502 | 986 | 989 | 17,832 | 19,542 | 4,621 | 4,430 |
1 Represents elimination of the interest and service fees charged by Nutrien Financial to Retail branches.
4
| • | Crop nutrients sales decreased in the fourth quarter of 2024 due to lower sales volumes, which were impacted by<br>wet weather in North America and strategic actions related to our margin improvement plan in Brazil. Full-year 2024 sales were impacted by lower selling prices and sales volumes. Gross margin decreased in the fourth quarter as higher per-tonne margins in North America were more than offset by lower sales volumes. For the full year, gross margin increased due to higher per-tonne margins in North America,<br>including growth in our proprietary crop nutritional and biostimulant product lines. | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| • | Crop protection products sales were lower in the fourth quarter and full year of 2024 mainly due to lower selling<br>prices. Gross margin improvements for the fourth quarter and full year of 2024 were supported by proprietary products, strong operational execution and the selling through of lower cost inventory in South America compared to the same periods in<br>2023. | |||||||||||||||
| --- | --- | |||||||||||||||
| • | Seed sales decreased in the fourth quarter and full year of 2024 mainly due to the impact of competitive pricing<br>pressure in South America. Gross margin for the fourth quarter increased, supported by higher proprietary gross margin, including improved margins in South America due to strategic actions related to our margin improvement plan in Brazil. Full-year<br>2024 gross margin increased as improved margins in North America more than offset the impact of dry weather and competitive market pressures in Brazil. | |||||||||||||||
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| • | Merchandise sales and gross margin decreased in the fourth quarter and full year of 2024 due to reductions in<br>Australia primarily related to weather-related impacts on water equipment sales and animal health products. | |||||||||||||||
| --- | --- | |||||||||||||||
| • | Nutrien Financial sales and gross margin increased in the fourth quarter and full year of 2024 due to higher<br>financing rates offered. | |||||||||||||||
| --- | --- | |||||||||||||||
| Supplemental Data | Three Months Ended December 31 | Twelve Months Ended December 31 | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Gross Margin | % of Product Line ^1^ | Gross Margin | % of Product Line ^1^ | |||||||||||||
| (millions of US dollars, except<br><br><br>as otherwise noted) | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | ||||||||
| Proprietary products | ||||||||||||||||
| Crop nutrients | 60 | 44 | 19 | 12 | 421 | 391 | 29 | 28 | ||||||||
| Crop protection products | 41 | 27 | 11 | 10 | 470 | 461 | 29 | 30 | ||||||||
| Seed | 6 | (3) | 16 | (9) | 154 | 168 | 36 | 39 | ||||||||
| Merchandise | 4 | 3 | 9 | 6 | 15 | 11 | 10 | 6 | ||||||||
| Total | 111 | 71 | 11 | 8 | 1,060 | 1,031 | 23 | 23 | ||||||||
| 1 Represents percentage of<br>proprietary product margins over total product line gross margin. | ||||||||||||||||
| Three Months Ended December 31 | Twelve Months Ended December 31 | |||||||||||||||
| Sales Volumes<br><br><br>(tonnes - thousands) | Gross Margin / Tonne<br><br><br>(US dollars) | Sales Volumes<br><br><br>(tonnes - thousands) | Gross Margin / Tonne<br><br><br>(US dollars) | |||||||||||||
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |||||||||
| Crop nutrients | ||||||||||||||||
| North America | 1,854 | 2,073 | 125 | 118 | 8,547 | 8,985 | 142 | 127 | ||||||||
| International | 716 | 790 | 87 | 127 | 3,715 | 3,647 | 62 | 65 | ||||||||
| Total | 2,570 | 2,863 | 114 | 120 | 12,262 | 12,632 | 118 | 109 | ||||||||
| (percentages) | December 31, 2024 | December 31, 2023 | ||||||||||||||
| --- | --- | --- | --- | --- | ||||||||||||
| Financial performance measures ^1, 2^ | ||||||||||||||||
| Cash operating coverage ratio | 63 | 68 | ||||||||||||||
| Adjusted average working capital to sales | 20 | 19 | ||||||||||||||
| Adjusted average working capital to sales excluding Nutrien Financial | - | 1 | ||||||||||||||
| Nutrien Financial adjusted net interest<br>margin | 5.3 | 5.2 |
1 Rolling four quarters.
2 These are non-GAAP financial measures. See the “Non-GAAP Financial Measures” section.
5
| Potash | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended December 31 | Twelve Months Ended December 31 | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (millions of US dollars, except as otherwise noted) | 2024 | 2023 | % Change | 2024 | 2023 | % Change | ||||||||
| Net sales | 536 | 776 | (31 | ) | 2,989 | 3,759 | (20 | ) | ||||||
| Cost of goods sold | 309 | 349 | (11 | ) | 1,448 | 1,396 | 4 | |||||||
| Gross margin | 227 | 427 | (47 | ) | 1,541 | 2,363 | (35 | ) | ||||||
| Adjusted EBITDA ^1^ | 291 | 463 | (37 | ) | 1,848 | 2,404 | (23 | ) |
1 See Note 2 to the interim financial statements.
| • | Potash adjusted EBITDA decreased in the fourth quarter of 2024 due to lower net selling prices and sales volumes.<br>Full-year 2024 adjusted EBITDA was lower mainly due to lower net selling prices, partially offset by record sales volumes. Higher potash production supported by the continued advancement of mine automation contributed to our lower controllable cash<br>cost of product manufactured for the full year of 2024. | |||||||
|---|---|---|---|---|---|---|---|---|
| Manufactured Product | Three Months EndedDecember 31 | Twelve Months EndedDecember 31 | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ($ / tonne, except as otherwise noted) | 2024 | 2023 | 2024 | 2023 | ||||
| Sales volumes (tonnes - thousands) | ||||||||
| North America | 718 | 1,089 | 4,672 | 4,843 | ||||
| Offshore | 2,040 | 2,214 | 9,214 | 8,373 | ||||
| Total sales volumes | 2,758 | 3,303 | 13,886 | 13,216 | ||||
| Net selling price | ||||||||
| North America | 270 | 342 | 285 | 348 | ||||
| Offshore | 168 | 182 | 180 | 248 | ||||
| Average net selling price | 194 | 235 | 215 | 284 | ||||
| Cost of goods sold | 112 | 106 | 104 | 105 | ||||
| Gross margin | 82 | 129 | 111 | 179 | ||||
| Depreciation and amortization | 49 | 36 | 44 | 35 | ||||
| Gross margin excluding depreciation and<br>amortization ^1^ | 131 | 165 | 155 | 214 |
1 This is a non-GAAP financial measure. See the “Non-GAAP Financial Measures” section.
| • | Sales volumes decreased in the fourth quarter of 2024 compared to the record volumes delivered in the same period<br>in the prior year due to a more restricted fall application window in North America and lower volumes to China and Other Asian markets. Full-year 2024 sales volumes were the highest on record, supported by low channel inventories and strong potash<br>affordability in North America and key offshore markets. | |||||||
|---|---|---|---|---|---|---|---|---|
| • | Net selling price per tonne decreased in the fourth quarter and full year of 2024 primarily due to a<br>decline in benchmark prices compared to the same periods in 2023. | |||||||
| --- | --- | |||||||
| • | Cost of goods sold per tonne increased in the fourth quarter of 2024 as higher depreciation and the impact of more<br>planned turnaround activity more than offset lower royalties. For the full year, cost of goods sold per tonne decreased primarily due to higher production volumes and lower royalties, partially offset by higher depreciation. | |||||||
| --- | --- | |||||||
| Supplemental Data | Three Months EndedDecember 31 | Twelve Months EndedDecember 31 | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2024 | 2023 | 2024 | 2023 | |||||
| Production volumes (tonnes – thousands) | 3,369 | 3,386 | 14,205 | 12,998 | ||||
| Potash controllable cash cost of product<br>manufactured per tonne ^1^ | 59 | 56 | 54 | 58 | ||||
| Canpotex sales by market (percentage of sales volumes) | ||||||||
| Latin America | 35 | 32 | 40 | 47 | ||||
| Other Asian markets ^2^ | 24 | 28 | 28 | 28 | ||||
| China | 16 | 19 | 13 | 9 | ||||
| India | 11 | 11 | 7 | 5 | ||||
| Other markets | 14 | 10 | 12 | 11 | ||||
| Total | 100 | 100 | 100 | 100 |
1 This is a non-GAAP financial measure. See the “Non-GAAP Financial Measures” section.
2 All Asian markets except China and India.
6
| Nitrogen | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended December 31 | Twelve Months Ended December 31 | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (millions of US dollars, except as otherwise noted) | 2024 | 2023 | % Change | 2024 | 2023 | % Change | |||||||
| Net sales | 1,013 | 956 | 6 | 3,745 | 4,207 | (11 | ) | ||||||
| Cost of goods sold | 700 | 671 | 4 | 2,535 | 2,828 | (10 | ) | ||||||
| Gross margin | 313 | 285 | 10 | 1,210 | 1,379 | (12 | ) | ||||||
| Adjusted EBITDA<br>^1^ | 471 | 391 | 20 | 1,884 | 1,930 | (2 | ) |
1 See Note 2 to the interim financial statements.
| • | Nitrogen adjusted EBITDA increased in the fourth quarter of 2024 primarily due to higher sales volumes and ammonia<br>net selling prices. Adjusted EBITDA for the full year was relatively flat as lower net selling prices offset higher sales volumes and lower natural gas costs. Our total ammonia production increased in the fourth quarter and full year supported by<br>less maintenance downtime and improved natural gas utilization and reliability at our operations in Trinidad. | |||||||
|---|---|---|---|---|---|---|---|---|
| Manufactured Product | Three Months EndedDecember 31 | Twelve Months EndedDecember 31 | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ($ / tonne, except as otherwise noted) | 2024 | 2023 | 2024 | 2023 | ||||
| Sales volumes (tonnes - thousands) | ||||||||
| Ammonia | 701 | 651 | 2,483 | 2,436 | ||||
| Urea and ESN^®^ | 888 | 739 | 3,188 | 3,125 | ||||
| Solutions, nitrates and sulfates | 1,325 | 1,344 | 5,023 | 4,862 | ||||
| Total sales volumes | 2,914 | 2,734 | 10,694 | 10,423 | ||||
| Net selling price | ||||||||
| Ammonia | 448 | 416 | 410 | 469 | ||||
| Urea and ESN^®^ | 403 | 428 | 421 | 480 | ||||
| Solutions, nitrates and sulfates | 213 | 215 | 221 | 244 | ||||
| Average net selling price | 327 | 321 | 324 | 367 | ||||
| Cost of goods sold | 221 | 218 | 213 | 233 | ||||
| Gross margin | 106 | 103 | 111 | 134 | ||||
| Depreciation and amortization | 58 | 53 | 55 | 55 | ||||
| Gross margin excluding depreciation and<br>amortization ^1^ | 164 | 156 | 166 | 189 |
1 This is a non-GAAP financial measure. See the “Non-GAAP Financial Measures” section.
| • | Sales volumes increased in the fourth quarter due to higher urea production and strong regional demand for<br>ammonia. Full-year 2024 sales volumes increased due to higher production at our operations in Trinidad and reliability improvements across our network in North America increasing the availability of upgraded products. | |||||
|---|---|---|---|---|---|---|
| • | Net selling price per tonne was higher in the fourth quarter of 2024 primarily due to stronger ammonia net selling<br>prices and a favorable geographic mix. For the full year, net selling price per tonne was lower for all major nitrogen products due to weaker benchmark prices. | |||||
| --- | --- | |||||
| • | Cost of goods sold per tonne increased in the fourth quarter of 2024 mainly due to higher natural gas costs in<br>Trinidad, partially offset by lower natural gas costs in North America. For the full year, cost of goods sold per tonne decreased primarily due to lower natural gas costs in North America and the impact of higher production volumes.<br> | |||||
| --- | --- | |||||
| Supplemental Data | Three Months EndedDecember 31 | **** | Twelve Months EndedDecember 31 | **** | ||
| --- | --- | --- | --- | --- | --- | --- |
| 2024 | 2023 | **** | 2024 | 2023 | **** | |
| Sales volumes (tonnes – thousands) | ||||||
| Fertilizer | 1,801 | 1,648 | 6,259 | 6,067 | ||
| Industrial and feed | 1,113 | 1,086 | 4,435 | 4,356 | ||
| Production volumes (tonnes – thousands) | ||||||
| Ammonia production – total ^1^ | 1,451 | 1,362 | 5,608 | 5,357 | ||
| Ammonia production – adjusted ^1, 2^ | 1,041 | 1,022 | 3,953 | 3,902 | ||
| Ammonia operating rate (%) ^2^ | 92 | 91 | 88 | 88 | ||
| Natural gas costs (US dollars per MMBtu) | ||||||
| Overall natural gas cost excluding realized derivative impact | 3.61 | 3.35 | 3.15 | 3.51 | ||
| Realized derivative impact ^3^ | 0.10 | (0.05 | ) | 0.09 | (0.02 | ) |
| Overall natural gas cost | 3.71 | 3.30 | 3.24 | 3.49 |
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 4 to the interim financial statements.
7
| Phosphate | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended December 31 | Twelve Months Ended December 31 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (millions of US dollars, except as otherwise noted) | **** | 2024 | 2023 | % Change | **** | **** | 2024 | 2023 | % Change | **** |
| Net sales | 414 | 533 | (22 | ) | 1,657 | 1,993 | (17 | ) | ||
| Cost of goods sold | 394 | 463 | (15 | ) | 1,510 | 1,760 | (14 | ) | ||
| Gross margin | 20 | 70 | (71 | ) | 147 | 233 | (37 | ) | ||
| Adjusted EBITDA ^1^ | 86 | 130 | (34 | ) | 384 | 470 | (18 | ) |
1 See Note 2 to the interim financial statements.
| • | Phosphate adjusted EBITDA was lower in the fourth quarter of 2024 as higher net selling prices were more than<br>offset by the impact of lower production volumes and higher input costs. Adjusted EBITDA for the full year decreased due to weaker industrial and feed net selling prices and the impact of lower production, partially offset by lower sulfur and<br>ammonia input costs. | ||||
|---|---|---|---|---|---|
| Manufactured Product | Twelve Months EndedDecember 31 | ||||
| --- | --- | --- | --- | --- | --- |
| ( / tonne, except as otherwise noted) | 2024 | 2023 | **** | 2024 | 2023 |
| Sales volumes (tonnes - thousands) | |||||
| Fertilizer | 435 | 579 | 1,751 | 1,912 | |
| Industrial and feed | 173 | 174 | 683 | 639 | |
| Total sales volumes | 608 | 753 | 2,434 | 2,551 | |
| Net selling price | |||||
| Fertilizer | 615 | 557 | 612 | 568 | |
| Industrial and feed | 812 | 860 | 822 | 1,010 | |
| Average net selling price | 671 | 627 | 671 | 678 | |
| Cost of goods sold | 631 | 535 | 603 | 583 | |
| Gross margin | 40 | 92 | 68 | 95 | |
| Depreciation and amortization | 127 | 108 | 119 | 115 | |
| Gross margin excluding depreciation and<br>amortization 1 | 167 | 200 | 187 | 210 |
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 fourth quarter and full year primarily due to weather-related events and plant<br>outages that impacted production volumes. | |||||
|---|---|---|---|---|---|---|
| • | Net selling price per tonne increased in the fourth quarter of 2024 primarily due to the strength of fertilizer<br>benchmark prices. For the full year of 2024, net selling price per tonne decreased due to lower industrial and feed net selling prices which reflect the typical lag in price realizations relative to benchmark prices. | |||||
| --- | --- | |||||
| • | Cost of goods sold per tonne increased in the fourth quarter of 2024 due to lower production volumes, higher<br>depreciation, and higher input costs, including sulfur. Full-year cost of goods sold per tonne increased due to lower production volumes and higher water treatment costs related to weather-related events, partially offset by lower sulfur and ammonia<br>input costs. | |||||
| --- | --- | |||||
| Supplemental Data | Three Months EndedDecember 31 | Twelve Months EndedDecember 31 | ||||
| --- | --- | --- | --- | --- | --- | --- |
| **** | 2024 | 2023 | **** | 2024 | 2023 | |
| Production volumes (P2O5 tonnes – thousands) | 319 | 380 | 1,327 | 1,406 | ||
| P2O5 <br>operating rate (%) | 75 | 89 | 78 | 83 |
8
| Corporate and Others and Eliminations | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended December 31 | Twelve Months Ended December 31 | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (millions of US dollars, except as otherwise noted) | **** | 2024 | **** | 2023 | **** | % Change | **** | **** | 2024 | **** | 2023 | **** | % Change |
| Corporate and Others | |||||||||||||
| Gross margin ^1^ | 13 | - | n/m | 13 | - | n/m | |||||||
| Selling expenses | 7 | 7 | - | - | - | - | |||||||
| General and administrative expenses | 126 | 104 | 21 | 403 | 364 | 11 | |||||||
| Share-based compensation expense (recovery) | 20 | (7 | ) | n/m | 37 | (14 | ) | n/m | |||||
| Foreign exchange loss (income), net of related derivatives | 1 | (14 | ) | n/m | 360 | 91 | 296 | ||||||
| Other expenses | 105 | 175 | (40 | ) | 379 | 257 | 47 | ||||||
| Adjusted<br>EBITDA^1^ | (160 | ) | (117 | ) | 37 | (456 | ) | (267 | ) | 71 | |||
| Eliminations | |||||||||||||
| Gross margin | 22 | (3 | ) | n/m | (2 | ) | 69 | n/m | |||||
| Adjusted EBITDA<br>^1^ | 27 | (21 | ) | n/m | (1 | ) | 62 | n/m |
1 See Note 2 to the interim financial statements.
| • | Share-based compensation was an expense in the fourth quarter and full year of 2024 due to an increase in the fair<br>value of our share-based awards. We had a recovery in the same periods in 2023 as the fair value of our share-based awards decreased. The fair value of our share-based awards takes into consideration several factors such as our share price movement,<br>our performance relative to our peer group and our return on invested capital. |
|---|---|
| • | Foreign exchange loss, net of related derivatives was higher in the full year of 2024 compared to the same period<br>in 2023 as it included a previously disclosed $220 million loss on foreign currency derivatives in Brazil. |
| --- | --- |
| • | Other expenses were lower in the fourth quarter of 2024 compared to the same period in 2023 mainly due to a lower<br>expense for asset retirement obligations and accrued environmental costs related to our non-operating sites partially offset by higher restructuring costs. Other expenses in the full year of 2024 were higher<br>compared to the same period in 2023 due to an $80 million gain in the full year of 2023 from our other post-retirement benefit plan amendments. These were partially offset by lower losses related to our financial instruments in Argentina. Refer<br>to Note 4 of the interim financial statements for additional information. |
| --- | --- |
| • | Eliminations of gross margin in the full year of 2024 resulted from higher intersegment inventory held by our<br>Retail segment compared to a recovery of gross margin in the full year of 2023, which reflected the sell-through of higher cost inventory. |
| --- | --- |
Finance Costs, Income Taxes and Other Comprehensive Income (Loss)
| Three Months Ended December 31 | Twelve Months Ended December 31 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions of US dollars, except as otherwise noted) | **** | 2024 | **** | 2023 | **** | % Change | **** | **** | 2024 | **** | 2023 | % Change | **** |
| Finance costs | 195 | 213 | (8 | ) | 720 | 793 | (9 | ) | |||||
| Income taxes | |||||||||||||
| Income tax expense (recovery) | 84 | (96 | ) | n/m | 436 | 670 | (35 | ) | |||||
| Actual effective tax rate including discrete items (%) | 42 | (120 | ) | n/m | 38 | 34 | 12 | ||||||
| Other comprehensive (loss) income | (298 | ) | 97 | n/m | (234 | ) | 81 | n/m | |||||
| • | Finance costs were lower in the fourth quarter and full year of 2024 primarily due to lower average short-term<br>debt balance from lower working capital requirements, partially offset by the increase in average long-term debt balance throughout 2024. | ||||||||||||
| --- | --- | ||||||||||||
| • | I ncome tax was an expense in the fourth quarter of 2024 compared to a recovery in the same period in 2023<br>mainly due to higher earnings and lower discrete tax adjustments. In the fourth quarter of 2023, our discrete tax items included a $134 million income tax recovery due to changes in our tax declarations in Switzerland (“Swiss Tax<br>Reform”). These factors resulted in a positive effective tax rate in the fourth quarter of 2024 compared to a negative effective tax rate in the same period in 2023. | ||||||||||||
| --- | --- |
9
The lower income tax expense in the full year of 2024 compared to the same period in 2023 was due to lower earnings and lower discrete tax adjustments. The discrete tax adjustments in the same period in 2023 were related to a change in recognition of deferred tax assets in South America as they no longer met the asset recognition criteria, the impact of the Swiss Tax Reform, and Canadian audit assessments.
| • | Other comprehensive loss in the fourth quarter and full year of 2024 was mainly due to the depreciation of the<br>Australian, Brazilian and Canadian currencies, relative to the US dollar, compared to gains for the same periods in 2023. |
|---|
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 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; our 2026 performance targets; expectations regarding our capital allocation intentions and strategies, including our target of providing a stable and growing dividend; 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, including the expectation that related investments will sustain safe and reliable operations and drive growth; expectations regarding performance of our operating segments in 2025 and beyond; our operating segment market outlooks and our expectations for market conditions and fundamentals, and the anticipated supply and demand for our products and services, expected market, industry and growing conditions with respect to crop nutrient application rates, planted acres, 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; 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; our ability to successfully complete, integrate and realize the anticipated benefits of our already completed and future acquisitions and divestitures, and that we will be able to implement our standards, controls, procedures and policies in respect of any acquired businesses and to realize the expected synergies on the anticipated timeline or at all; that future business, regulatory and industry conditions will be within the parameters expected by us, including with respect to prices, expenses, margins, demand, supply, product availability, shipments, consumption, weather conditions, 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, including in relation to our Retail - Brazil business asset impairments; 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
10
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 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, including the imposition of any tariffs, 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 revised Retail adjusted EBITDA and our depreciation and amortization, finance costs, effective tax rate and capital expenditures guidance ranges are to assist readers in understanding our expected and targeted financial results, and this information may not be appropriate for other purposes.
The forward-looking statements in this document are made as of the date hereof and Nutrien disclaims any intention or obligation to update or revise any forward-looking statements in this document as a result of new information or future events, except as may be required under applicable Canadian securities legislation or applicable US federal securities laws.
Terms and Definitions
For the definitions of certain financial and non-financial terms used in this document, as well as a list of abbreviated company names and sources, see the “Terms and definitions” section of our 2023 Annual Report. All references to per share amounts pertain to diluted net earnings (loss) per share, “n/m” indicates information that is not meaningful, and all financial amounts are stated in millions of US dollars, unless otherwise noted.
11
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
Vice President, Investor Relations
(306) 933-8545
Investors@nutrien.com
More information about Nutrien can be found at www.nutrien.com.
Selected financial data for download can be found in our data tool at www.nutrien.com/investors/interactive-datatool
Such data is not incorporated by reference herein.
Nutrien will host a Conference Call on Thursday, February 20, 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/2024-q4-earnings-conference-call
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Non-GAAP Financial Measures
We use both IFRS measures and certain non-GAAP financial measures to assess performance. Non-GAAP financial measures are financial measures disclosed by the Company that: (a) depict historical or expected future financial performance, financial position or cash flow of the Company; (b) with respect to their composition, exclude amounts that are included in, or include amounts that are excluded from, the composition of the most directly comparable financial measure disclosed in the primary financial statements of the Company; (c) are not disclosed in the financial statements of the Company; and (d) are not a ratio, fraction, percentage or similar representation. Non-GAAP ratios are financial measures disclosed by the Company that are in the form of a ratio, fraction, percentage or similar representation that has a non-GAAP financial measure as one or more of its components, and that are not disclosed in the financial statements of the Company.
These non-GAAP financial measures and non-GAAP ratios are not standardized financial measures under IFRS and, therefore, are unlikely to be comparable to similar financial measures presented by other companies. Management believes these non-GAAP financial measures and non-GAAP ratios provide transparent and useful supplemental information to help investors evaluate our financial performance, financial condition and liquidity using the same measures as management. These non-GAAP financial measures and non-GAAP ratios should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with IFRS.
The following section outlines our non-GAAP financial measures and non-GAAP ratios, their compositions, and why management uses each measure. It also includes reconciliations to the most directly comparable IFRS measures. Except as otherwise described herein, our non-GAAP financial measures and non-GAAP ratios are calculated on a consistent basis from period to period and are adjusted for specific items in each period, as applicable. As additional non-recurring or unusual items arise in the future, we generally exclude these items in our calculations.
Adjusted EBITDA (Consolidated)
Most directly comparable IFRS financial measure: Net earnings (loss).
Definition: Adjusted EBITDA is calculated as net earnings (loss) before finance costs, income taxes, depreciation and amortization, share-based compensation and foreign exchange gain/loss (net of related derivatives). We also adjust this measure for the following other income and expenses that are excluded when management evaluates the performance of our day-to-day operations: integration and restructuring related costs, impairment or reversal of impairment of assets, gain or loss on disposal of certain businesses and investments, asset retirement obligations (“ARO”) and accrued environmental costs (“ERL”) related to our non-operating sites, and loss related to financial instruments in Argentina.
Why we use the measure and why it is useful to investors: It is not impacted by long-term investment and financing decisions, but rather focuses on the performance of our day-to-day operations. It provides a measure of our ability to service debt and to meet other payment obligations and as a component of employee remuneration calculations.
| Three Months Ended December 31 | Twelve Months Ended December 31 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (millions of US dollars) | **** | 2024 | **** | 2023 | **** | **** | 2024 | 2023 | **** |
| Net earnings | 118 | 176 | 700 | 1,282 | |||||
| Finance costs | 195 | 213 | 720 | 793 | |||||
| Income tax expense (recovery) | 84 | (96 | ) | 436 | 670 | ||||
| Depreciation and amortization | 590 | 565 | 2,339 | 2,169 | |||||
| EBITDA ^1^ | 987 | 858 | 4,195 | 4,914 | |||||
| Adjustments: | |||||||||
| Share-based compensation expense (recovery) | 20 | (7 | ) | 37 | (14 | ) | |||
| Foreign exchange loss (gain), net of related derivatives | 1 | (14 | ) | 360 | 91 | ||||
| ARO/ERL related (income) expenses for non-operating sites | (1 | ) | 142 | 151 | 152 | ||||
| Loss related to financial instruments in Argentina | 1 | - | 35 | 92 | |||||
| Restructuring costs | 47 | 20 | 47 | 49 | |||||
| Impairment of assets | - | 76 | 530 | 774 | |||||
| Adjusted EBITDA | 1,055 | 1,075 | 5,355 | 6,058 |
1 EBITDA is calculated as net earnings before finance costs, income taxes, and depreciation and amortization.
13
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>December 31, 2024 | Twelve Months Ended<br><br><br>December 31, 2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions of US dollars, except as otherwise<br>noted) | **** | Increases(Decreases) | **** | Post-Tax | **** | Per DilutedShare | **** | **** | Increases(Decreases) | **** | Post-Tax | **** | Per DilutedShare | **** |
| Net earnings attributable to equity holders of Nutrien | 113 | 0.23 | 674 | 1.36 | ||||||||||
| Adjustments: | ||||||||||||||
| Share-based compensation expense | 20 | 15 | 0.03 | 37 | 27 | 0.05 | ||||||||
| Foreign exchange (gain) loss, net of related derivatives | 1 | (16 | ) | (0.03 | ) | 360 | 346 | 0.70 | ||||||
| Restructuring costs | 47 | 38 | 0.08 | 47 | 38 | 0.08 | ||||||||
| Impairment of assets | - | - | - | 530 | 492 | 1.00 | ||||||||
| ARO/ERL related (income) expenses for non-operating sites | (1 | ) | (1 | ) | - | 151 | 106 | 0.21 | ||||||
| Loss related to financial instruments in Argentina | 1 | 1 | - | 35 | 35 | 0.07 | ||||||||
| Sub-total adjustments | 68 | 37 | 0.08 | 1,160 | 1,044 | 2.11 | ||||||||
| Adjusted net earnings | 150 | 0.31 | 1,718 | 3.47 | ||||||||||
| Three Months Ended<br><br><br>December 31, 2023 | Twelve Months Ended<br><br><br>December 31, 2023 | |||||||||||||
| (millions of US dollars, except as otherwise<br>noted) | **** | Increases(Decreases) | **** | Post-Tax | **** | Per DilutedShare | **** | **** | Increases(Decreases) | **** | Post-Tax | **** | Per DilutedShare | **** |
| Net earnings attributable to equity holders of Nutrien | 172 | 0.35 | 1,258 | 2.53 | ||||||||||
| Adjustments: | ||||||||||||||
| Share-based compensation recovery | (7 | ) | (5 | ) | (0.01 | ) | (14 | ) | (11 | ) | (0.02 | ) | ||
| Foreign exchange (gain) loss, net of related derivatives | (14 | ) | (16 | ) | (0.03 | ) | 91 | 83 | 0.17 | |||||
| Restructuring costs | 20 | 16 | 0.03 | 49 | 40 | 0.08 | ||||||||
| Impairment of assets | 76 | 49 | 0.10 | 774 | 702 | 1.42 | ||||||||
| ARO/ERL related expenses for non-operating sites | 142 | 102 | 0.20 | 152 | 110 | 0.22 | ||||||||
| Loss related to financial instruments in Argentina | - | - | - | 92 | 92 | 0.18 | ||||||||
| Swiss Tax Reform adjustment | (134 | ) | (134 | ) | (0.27 | ) | (134 | ) | (134 | ) | (0.27 | ) | ||
| Change in recognition of deferred tax assets | - | - | - | 66 | 66 | 0.13 | ||||||||
| Sub-total adjustments | 83 | 12 | 0.02 | 1,076 | 948 | 1.91 | ||||||||
| Adjusted net earnings | 184 | 0.37 | 2,206 | 4.44 |
14
Effective Tax Rate on Adjusted Net Earnings
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.
Effective tax rate on adjusted net earnings ratio is calculated as adjusted income tax expense divided by adjusted earnings before income taxes. We use this measure to provide the actual result for a previously disclosed forward-looking effective tax rate on adjusted net earnings guidance.
| (millions of US dollars, except as otherwise noted) | 2024 |
|---|---|
| Earnings before income taxes | 1,136 |
| Adjustments<br>^1^ | 1,160 |
| Adjusted earnings before income taxes | 2,296 |
| Income tax expense | 436 |
| Adjustments ^2^ | 116 |
| Adjusted income tax expense | 552 |
| Effective tax rate on adjusted net earnings (%) | 24.1 |
1 Calculated as sum of pre-tax adjustments noted in the Adjusted Net Earnings section.
2 Calculated as difference between the sum of pre-tax and post-tax adjustments noted in the Adjusted Net Earnings section.
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.
15
| Three Months Ended December 31 | Twelve Months Ended December 31 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (millions of US dollars, except as otherwise noted) | **** | 2024 | **** | 2023 | **** | **** | 2024 | **** | 2023 | **** |
| Total COGS – Potash | 309 | 349 | 1,448 | 1,396 | ||||||
| Change in inventory | 66 | 7 | 36 | (40 | ) | |||||
| Other adjustments ^1^ | (7 | ) | (7 | ) | (21 | ) | (26 | ) | ||
| COPM | 368 | 349 | 1,463 | 1,330 | ||||||
| Depreciation and amortization in COPM | (142 | ) | (124 | ) | (581 | ) | (427 | ) | ||
| Royalties in COPM | (17 | ) | (23 | ) | (79 | ) | (100 | ) | ||
| Natural gas costs and carbon taxes in COPM | (9 | ) | (12 | ) | (36 | ) | (46 | ) | ||
| Controllable cash COPM | 200 | 190 | 767 | 757 | ||||||
| Production tonnes (tonnes – thousands) | 3,369 | 3,386 | 14,205 | 12,998 | ||||||
| Potash controllable cash COPM per tonne | 59 | 56 | 54 | 58 |
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.
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 December 31, 2024 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions of US dollars, 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<br>receivables | 2,489 | 4,560 | 4,318 | 2,877 | 3,561 | |||||||||
| Nutrien Financial adjusted net interest<br>margin (%) | 5.3 | |||||||||||||
| Rolling four quarters ended December 31, 2023 | ||||||||||||||
| (millions of US dollars, except as otherwise noted) | Q1 2023 | Q2 2023 | Q3 2023 | Q4 2023 | Total/Average | |||||||||
| Nutrien Financial revenue | 57 | 122 | 73 | 70 | ||||||||||
| Deemed interest expense ^1^ | (20 | ) | (39 | ) | (41 | ) | (36 | ) | ||||||
| Net interest | 37 | 83 | 32 | 34 | 186 | |||||||||
| Average Nutrien Financial net<br>receivables | 2,283 | 4,716 | 4,353 | 2,893 | 3,561 | |||||||||
| Nutrien Financial adjusted net interest<br>margin (%) | 5.2 |
1 Average borrowing rate applied to the notional debt required to fund the portfolio of receivables from customers monitored and serviced by Nutrien Financial.
16
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 December 31, 2024 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions of US dollars, 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 | 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 | ||||||||||||||
| Rolling four quarters ended December 31, 2023 | |||||||||||||||
| (millions of US dollars, except as otherwise noted) | Q1 2023 | Q2 2023 | Q3 2023 | Q4 2023 | Total | ||||||||||
| Selling expenses | 765 | 971 | 798 | 841 | 3,375 | ||||||||||
| General and administrative expenses | 50 | 55 | 57 | 55 | 217 | ||||||||||
| Other expenses | 15 | 29 | 37 | 77 | 158 | ||||||||||
| Operating expenses | 830 | 1,055 | 892 | 973 | 3,750 | ||||||||||
| Depreciation and amortization in operating expenses | (179 | ) | (185 | ) | (186 | ) | (199 | ) | (749 | ) | |||||
| Operating expenses excluding depreciation and<br>amortization | 651 | 870 | 706 | 774 | 3,001 | ||||||||||
| Gross margin | 615 | 1,931 | 895 | 989 | 4,430 | ||||||||||
| Depreciation and amortization in cost of goods sold | 2 | 3 | 3 | 2 | 10 | ||||||||||
| Gross margin excluding depreciation and amortization | 617 | 1,934 | 898 | 991 | 4,440 | ||||||||||
| Cash operating coverage ratio (%) | 68 |
17
Retail Adjusted Average Working Capital to Sales and Retail Adjusted Average Working Capitalto 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 December 31, 2024 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions of US dollars, 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<br>Financial (%) | - | ||||||||||||||
| Rolling four quarters ended December 31, 2023 | |||||||||||||||
| (millions of US dollars, except as otherwise noted) | Q1 2023 | Q2 2023 | Q3 2023 | Q4 2023 | Average/Total | ||||||||||
| Current assets | 13,000 | 11,983 | 10,398 | 10,498 | |||||||||||
| Current liabilities | (8,980 | ) | (8,246 | ) | (5,228 | ) | (8,210 | ) | |||||||
| Working capital | 4,020 | 3,737 | 5,170 | 2,288 | 3,804 | ||||||||||
| Working capital from certain recent acquisitions | - | - | - | - | |||||||||||
| Adjusted working capital | 4,020 | 3,737 | 5,170 | 2,288 | 3,804 | ||||||||||
| Nutrien Financial working capital | (2,283 | ) | (4,716 | ) | (4,353 | ) | (2,893 | ) | |||||||
| Adjusted working capital excluding Nutrien<br>Financial | 1,737 | (979 | ) | 817 | (605 | ) | 243 | ||||||||
| Sales | 3,422 | 9,128 | 3,490 | 3,502 | |||||||||||
| Sales from certain recent<br>acquisitions | - | - | - | - | |||||||||||
| Adjusted sales | 3,422 | 9,128 | 3,490 | 3,502 | 19,542 | ||||||||||
| Nutrien Financial revenue | (57 | ) | (122 | ) | (73 | ) | (70 | ) | |||||||
| Adjusted sales excluding Nutrien Financial | 3,365 | 9,006 | 3,417 | 3,432 | 19,220 | ||||||||||
| Adjusted average working capital to sales (%) | 19 | ||||||||||||||
| Adjusted average working capital to sales excluding Nutrien Financial (%) | 1 |
18
Other Financial Measures
Selected Additional Financial Data
| Nutrien Financial | As at December 31, 2024 | As at<br><br><br>December 31,2023 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions of US dollars) | 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 | NetReceivables | |||||||||
| North America | 1,671 | 289 | 112 | 156 | 2,228 | (50 | ) | 2,178 | 2,206 | ||||||||
| International | 575 | 51 | 19 | 64 | 709 | (10 | ) | 699 | 687 | ||||||||
| Nutrien Financial receivables | 2,246 | 340 | 131 | 220 | 2,937 | (60 | ) | 2,877 | 2,893 |
1 Bad debt expense on the above receivables for the twelve months ended December 31, 2024 and 2023 were $55 million and $35 million, respectively, in the Retail segment.
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 excludes 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.
19
| Unaudited |
|---|
Condensed Consolidated Financial Statements
Condensed Consolidated Statements of Earnings
| Three Months EndedDecember 31 | Twelve Months EndedDecember 31 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions of US dollars, except as otherwise noted) | Note | 2024 | 2023 | 2024 | 2023 | |||||||||
| SALES | 2, 10 | 5,079 | 5,664 | 25,972 | 29,056 | |||||||||
| Freight, transportation and distribution | 215 | 260 | 956 | 974 | ||||||||||
| Cost of goods sold | 3,283 | 3,636 | 17,486 | 19,608 | ||||||||||
| GROSS MARGIN | 1,581 | 1,768 | 7,530 | 8,474 | ||||||||||
| Selling expenses | 813 | 849 | 3,435 | 3,397 | ||||||||||
| General and administrative expenses | 176 | 173 | 644 | 626 | ||||||||||
| Provincial mining taxes | 45 | 79 | 255 | 398 | ||||||||||
| Share-based compensation expense (recovery) | 20 | (7 | ) | 37 | (14 | ) | ||||||||
| Impairment of assets | 3 | - | 76 | 530 | 774 | |||||||||
| Foreign exchange loss (gain), net of related derivatives | 6 | 1 | (14 | ) | 360 | 91 | ||||||||
| Other expenses | 4 | 129 | 319 | 413 | 457 | |||||||||
| EARNINGS BEFORE FINANCE COSTS AND INCOME TAXES | 397 | 293 | 1,856 | 2,745 | ||||||||||
| Finance costs | 195 | 213 | 720 | 793 | ||||||||||
| EARNINGS BEFORE INCOME TAXES | 202 | 80 | 1,136 | 1,952 | ||||||||||
| Income tax expense (recovery) | 5 | 84 | (96 | ) | 436 | 670 | ||||||||
| NET EARNINGS | 118 | 176 | 700 | 1,282 | ||||||||||
| Attributable to | ||||||||||||||
| Equity holders of Nutrien | 113 | 172 | 674 | 1,258 | ||||||||||
| Non-controlling<br>interest | 5 | 4 | 26 | 24 | ||||||||||
| NET EARNINGS | 118 | 176 | 700 | 1,282 | ||||||||||
| NET EARNINGS PER SHARE ATTRIBUTABLE TO EQUITYHOLDERS OF NUTRIEN (“EPS”) | **** | |||||||||||||
| Basic | 0.23 | 0.35 | 1.36 | 2.53 | ||||||||||
| Diluted | 0.23 | 0.35 | 1.36 | 2.53 | ||||||||||
| Weighted average shares outstanding for basic EPS | 492,843,000 | 494,545,000 | 494,198,000 | 496,381,000 | ||||||||||
| Weighted average shares outstanding for diluted EPS | 492,930,000 | 494,878,000 | 494,365,000 | 496,994,000 | ||||||||||
| Condensed Consolidated Statements of Comprehensive (Loss) Income | **** | |||||||||||||
| **** | Three Months EndedDecember 31 | Twelve Months EndedDecember 31 | ||||||||||||
| (millions of US dollars, net of related income taxes) | 2024 | 2023 | 2024 | 2023 | ||||||||||
| NET EARNINGS | 118 | 176 | 700 | 1,282 | ||||||||||
| Other comprehensive (loss) income | ||||||||||||||
| Items that will not be reclassified to net earnings: | ||||||||||||||
| Net actuarial gain (loss) on defined benefit plans | 17 | (14 | ) | 17 | (17 | ) | ||||||||
| Net fair value gain (loss) on investments | 2 | (1 | ) | 55 | 4 | |||||||||
| Items that have been or may be subsequently reclassified to net earnings: | ||||||||||||||
| (Loss) gain on currency translation of foreign operations | (282 | ) | 103 | (254 | ) | 89 | ||||||||
| Other | (35 | ) | 9 | (52 | ) | 5 | ||||||||
| OTHER COMPREHENSIVE (LOSS) INCOME | (298 | ) | 97 | (234 | ) | 81 | ||||||||
| COMPREHENSIVE (LOSS) INCOME | (180 | ) | 273 | 466 | 1,363 | |||||||||
| Attributable to | ||||||||||||||
| Equity holders of Nutrien | (182 | ) | 268 | 443 | 1,338 | |||||||||
| Non-controlling<br>interest | 2 | 5 | 23 | 25 | ||||||||||
| COMPREHENSIVE (LOSS) INCOME | (180 | ) | 273 | 466 | 1,363 |
(See Notes to the Condensed Consolidated Financial Statements)
20
| Unaudited |
|---|
Condensed Consolidated Statements of Cash Flows
| Three Months EndedDecember 31 | Twelve Months EndedDecember 31 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions of US dollars) | Note | 2024 | 2023 | 2024 | 2023 | |||||||||
| Note 1 | Note 1 | |||||||||||||
| OPERATING ACTIVITIES | ||||||||||||||
| Net earnings | 118 | 176 | 700 | 1,282 | ||||||||||
| Adjustments for: | ||||||||||||||
| Depreciation and amortization | 590 | 565 | 2,339 | 2,169 | ||||||||||
| Share-based compensation expense (recovery) | 20 | (7 | ) | 37 | (14 | ) | ||||||||
| Impairment of assets | 3 | - | 76 | 530 | 774 | |||||||||
| Provision for (recovery of) deferred income tax | 16 | (169 | ) | 31 | 7 | |||||||||
| Net (undistributed) distributed earnings of equity-accounted investees | (22 | ) | 5 | (8 | ) | 117 | ||||||||
| Loss related to financial instruments in Argentina | 4 | 1 | - | 35 | 92 | |||||||||
| Long-term income tax receivables and payables | 30 | 24 | 47 | (65 | ) | |||||||||
| Other long-term assets, liabilities and miscellaneous | (16 | ) | 153 | 311 | 197 | |||||||||
| Cash from operations before working capital changes | 737 | 823 | 4,022 | 4,559 | ||||||||||
| Changes in non-cash operating working capital: | ||||||||||||||
| Receivables | 2,170 | 2,370 | (224 | ) | 879 | |||||||||
| Inventories and prepaid expenses and other current assets | (2,205 | ) | (1,990 | ) | 60 | 1,376 | ||||||||
| Payables and accrued charges | 2,421 | 2,947 | (323 | ) | (1,748 | ) | ||||||||
| CASH PROVIDED BY OPERATING ACTIVITIES | 3,123 | 4,150 | 3,535 | 5,066 | ||||||||||
| INVESTING ACTIVITIES | ||||||||||||||
| Capital expenditures ^1^ | (767 | ) | (760 | ) | (2,154 | ) | (2,600 | ) | ||||||
| Business acquisitions, net of cash acquired | (15 | ) | (37 | ) | (21 | ) | (153 | ) | ||||||
| Proceeds from (purchase of) investments, held within three months, net | 74 | 22 | 44 | (112 | ) | |||||||||
| Purchase of investments | - | (19 | ) | (112 | ) | (31 | ) | |||||||
| Net changes in non-cash working capital | 82 | 46 | 27 | (22 | ) | |||||||||
| Other | 107 | 15 | 83 | (40 | ) | |||||||||
| CASH USED IN INVESTING ACTIVITIES | (519 | ) | (733 | ) | (2,133 | ) | (2,958 | ) | ||||||
| FINANCING ACTIVITIES | ||||||||||||||
| Repayment of debt, maturing within three months, net | (1,231 | ) | (2,671 | ) | (142 | ) | (458 | ) | ||||||
| Proceeds from debt | 8 | 24 | - | 1,022 | 1,500 | |||||||||
| Repayment of debt | 8 | (527 | ) | (13 | ) | (659 | ) | (648 | ) | |||||
| Repayment of principal portion of lease liabilities | (102 | ) | (97 | ) | (402 | ) | (375 | ) | ||||||
| Dividends paid to Nutrien’s shareholders | 9 | (265 | ) | (262 | ) | (1,060 | ) | (1,032 | ) | |||||
| Repurchase of common shares, inclusive of related tax | 9 | (134 | ) | - | (184 | ) | (1,047 | ) | ||||||
| Issuance of common shares | 2 | 1 | 18 | 33 | ||||||||||
| Other | (6 | ) | - | (46 | ) | (34 | ) | |||||||
| CASH USED IN FINANCING ACTIVITIES | (2,239 | ) | (3,042 | ) | (1,453 | ) | (2,061 | ) | ||||||
| EFFECT OF EXCHANGE RATE CHANGES ON CASH ANDCASHEQUIVALENTS | (32 | ) | 12 | (37 | ) | (7 | ) | |||||||
| INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 333 | 387 | (88 | ) | 40 | |||||||||
| CASH AND CASH EQUIVALENTS – BEGINNING OFPERIOD | 520 | 554 | 941 | 901 | ||||||||||
| CASH AND CASH EQUIVALENTS – END OF PERIOD | 853 | 941 | 853 | 941 | ||||||||||
| Cash and cash equivalents is composed of: | ||||||||||||||
| Cash | 741 | 909 | 741 | 909 | ||||||||||
| Short-term investments | 112 | 32 | 112 | 32 | ||||||||||
| 853 | 941 | 853 | 941 | |||||||||||
| SUPPLEMENTAL CASH FLOWS INFORMATION | ||||||||||||||
| Interest paid | 244 | 267 | 740 | 729 | ||||||||||
| Income taxes paid | 61 | 42 | 321 | 1,764 | ||||||||||
| Total cash outflow for leases | 140 | 128 | 558 | 501 |
1 Includes additions to property, plant and equipment, and intangible assets for the three months ended December 31, 2024 of $735 million and $32 million (2023 – $716 million and $44 million), respectively, and for the twelve months ended December 31, 2024 of $2,025 million and $129 million (2023 – $2,415 million and $185 million), respectively.
(See Notes to the Condensed Consolidated Financial Statements)
21
| Unaudited |
|---|
Condensed Consolidated Statements of Changes in Shareholders’ Equity
| Accumulated Other Comprehensive(Loss) Income (“AOCI”) | |||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions of US dollars, inclusive of related tax, except asotherwise noted) | ShareCapital | ContributedSurplus | (Loss) Gainon CurrencyTranslationof ForeignOperations | Other | TotalAOCI | RetainedEarnings | EquityHoldersofNutrien | Non-ControllingInterest | TotalEquity | ||||||||||||||||||||
| BALANCE – DECEMBER 31, 2022 | 507,246,105 | 14,172 | 109 | (374 | ) | (17 | ) | (391 | ) | 11,928 | 25,818 | 45 | 25,863 | ||||||||||||||||
| Net earnings | - | - | - | - | - | - | 1,258 | 1,258 | 24 | 1,282 | |||||||||||||||||||
| Other comprehensive income (loss) | - | - | - | 88 | (8 | ) | 80 | - | 80 | 1 | 81 | ||||||||||||||||||
| Shares repurchased (Note 9) | (13,378,189 | ) | (374 | ) | (26 | ) | - | - | - | (600 | ) | (1,000 | ) | - | (1,000 | ) | |||||||||||||
| Dividends declared - 2.12/share | - | - | - | - | - | - | (1,050 | ) | (1,050 | ) | - | (1,050 | ) | ||||||||||||||||
| Non-controlling interest transactions | - | - | - | - | - | - | (2 | ) | (2 | ) | (25 | ) | (27 | ) | |||||||||||||||
| Effect of share-based compensation including issuance of common shares | 683,814 | 40 | - | - | - | - | - | 40 | - | 40 | |||||||||||||||||||
| Transfer of net gain on sale of investment | - | - | - | - | (14 | ) | (14 | ) | 14 | - | - | - | |||||||||||||||||
| Transfer of net loss on cash flow hedges | - | - | - | - | 12 | 12 | - | 12 | - | 12 | |||||||||||||||||||
| Transfer of net actuarial loss on defined benefit<br>plans | - | - | - | - | 17 | 17 | (17 | ) | - | - | - | ||||||||||||||||||
| BALANCE – DECEMBER 31, 2023 | 494,551,730 | 13,838 | 83 | (286 | ) | (10 | ) | (296 | ) | 11,531 | 25,156 | 45 | 25,201 | ||||||||||||||||
| Net earnings | - | - | - | - | - | - | 674 | 674 | 26 | 700 | |||||||||||||||||||
| Other comprehensive (loss) income | - | - | - | (251 | ) | 20 | (231 | ) | - | (231 | ) | (3 | ) | (234 | ) | ||||||||||||||
| Shares repurchased (Note 9) | (3,944,903 | ) | (110 | ) | (20 | ) | - | - | - | (60 | ) | (190 | ) | - | (190 | ) | |||||||||||||
| Dividends declared - 2.16/share | - | - | - | - | - | - | (1,063 | ) | (1,063 | ) | - | (1,063 | ) | ||||||||||||||||
| Non-controlling interest transactions | - | - | - | - | - | - | - | - | (33 | ) | (33 | ) | |||||||||||||||||
| Effect of share-based compensation including issuance of common shares | 418,619 | 20 | 5 | - | - | - | - | 25 | - | 25 | |||||||||||||||||||
| Transfer of net gain on sale of investment | - | - | - | - | - | - | 7 | 7 | - | 7 | |||||||||||||||||||
| Transfer of net loss on cash flow hedges | - | - | - | - | 29 | 29 | - | 29 | - | 29 | |||||||||||||||||||
| Transfer of net actuarial gain on defined benefit<br>plans | - | - | - | - | (17 | ) | (17 | ) | 17 | - | - | - | |||||||||||||||||
| BALANCE – DECEMBER 31, 2024 | 491,025,446 | 13,748 | 68 | (537 | ) | 22 | (515 | ) | 11,106 | 24,407 | 35 | 24,442 |
All values are in US Dollars.
(See Notes to the Condensed Consolidated Financial Statements)
22
| Unaudited |
|---|
Condensed Consolidated Balance Sheets
| December 31 | December 31 | ||||||
|---|---|---|---|---|---|---|---|
| As at (millions of US dollars) | Note | 2024 | 2023 | ||||
| ASSETS | |||||||
| Current assets | |||||||
| Cash and cash equivalents | 853 | 941 | |||||
| Receivables | 6, 7, 10 | 5,390 | 5,398 | ||||
| Inventories | 6,148 | 6,336 | |||||
| Prepaid expenses and other current assets | 1,401 | 1,495 | |||||
| 13,792 | 14,170 | ||||||
| Non-current assets | |||||||
| Property, plant and equipment | 3 | 22,604 | 22,461 | ||||
| Goodwill | 3 | 12,043 | 12,114 | ||||
| Intangible assets | 3 | 1,819 | 2,217 | ||||
| Investments | 698 | 736 | |||||
| Other assets | 884 | 1,051 | |||||
| TOTAL ASSETS | 51,840 | 52,749 | |||||
| LIABILITIES | |||||||
| Current liabilities | |||||||
| Short-term debt | 7 | 1,534 | 1,815 | ||||
| Current portion of long-term debt | 8 | 1,037 | 512 | ||||
| Current portion of lease liabilities | 356 | 327 | |||||
| Payables and accrued charges | 6 | 9,118 | 9,467 | ||||
| 12,045 | 12,121 | ||||||
| Non-current liabilities | |||||||
| Long-term debt | 8 | 8,881 | 8,913 | ||||
| Lease liabilities | 999 | 999 | |||||
| Deferred income tax liabilities | 3,539 | 3,574 | |||||
| Pension and other post-retirement benefit liabilities | 227 | 252 | |||||
| Asset retirement obligations and accrued environmental costs | 1,543 | 1,489 | |||||
| Other non-current<br>liabilities | 164 | 200 | |||||
| TOTAL LIABILITIES | 27,398 | 27,548 | |||||
| SHAREHOLDERS’ EQUITY | |||||||
| Share capital | 9 | 13,748 | 13,838 | ||||
| Contributed surplus | 68 | 83 | |||||
| Accumulated other comprehensive loss | (515 | ) | (296 | ) | |||
| Retained earnings | 11,106 | 11,531 | |||||
| Equity holders of Nutrien | 24,407 | 25,156 | |||||
| Non-controlling<br>interest | 35 | 45 | |||||
| TOTAL SHAREHOLDERS’ EQUITY | 24,442 | 25,201 | |||||
| TOTAL LIABILITIES AND SHAREHOLDERS’EQUITY | 51,840 | 52,749 |
(See Notes to the Condensed Consolidated Financial Statements)
23
| Unaudited |
|---|
Notes to the Condensed Consolidated Financial Statements
As at and for the Three and Twelve Months EndedDecember 31, 2024
Note 1 Basis 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 2023 annual audited consolidated financial statements, as well as any amended standards adopted in 2024 that we previously disclosed. 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 2023 annual audited consolidated financial statements.
Certain immaterial 2023 figures have been reclassified in the condensed consolidated statements of earnings, condensed consolidated statements of cash flows and Note 4 Other expenses.
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 by the Audit Committee of the Board of Directors for issue on February 19, 2025.
Note 2 Segment 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.
| Downstream | Upstream and Midstream | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions of US dollars) | Retail | Potash | Nitrogen | Phosphate | Corporateand Others | Eliminations | Consolidated | ||||||||
| Assets – as at December 31, 2024 | 22,149 | 13,792 | 11,603 | 2,453 | 2,571 | (728 | ) | 51,840 | |||||||
| Assets – as at December 31,<br>2023 | 23,056 | 13,571 | 11,466 | 2,438 | 2,818 | (600 | ) | 52,749 |
24
| Unaudited | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended December 31, 2024 | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Downstream | Upstream and Midstream | |||||||||||||||||
| (millions of US dollars) | Retail | Potash | Nitrogen | Phosphate | Corporateand Others | Eliminations | Consolidated | |||||||||||
| Sales – third party | 3,179 | 522 | 953 | 403 | 22 | - | 5,079 | |||||||||||
| – intersegment | - | 65 | 223 | 68 | - | (356 | ) | - | ||||||||||
| Sales – total | 3,179 | 587 | 1,176 | 471 | 22 | (356 | ) | 5,079 | ||||||||||
| Freight, transportation and<br>distribution | - | 51 | 163 | 57 | - | (56 | ) | 215 | ||||||||||
| Net sales | 3,179 | 536 | 1,013 | 414 | 22 | (300 | ) | 4,864 | ||||||||||
| Cost of goods sold | 2,193 | 309 | 700 | 394 | 9 | (322 | ) | 3,283 | ||||||||||
| Gross margin | 986 | 227 | 313 | 20 | 13 | 22 | 1,581 | |||||||||||
| Selling expenses (recovery) | 808 | 1 | 3 | 1 | 7 | (7 | ) | 813 | ||||||||||
| General and administrative expenses | 37 | 2 | 8 | 3 | 126 | - | 176 | |||||||||||
| Provincial mining taxes | - | 45 | - | - | - | - | 45 | |||||||||||
| Share-based compensation expense | - | - | - | - | 20 | - | 20 | |||||||||||
| Foreign exchange loss, net of related derivatives | - | - | - | - | 1 | - | 1 | |||||||||||
| Other (income) expenses | (8 | ) | 22 | 1 | 7 | 105 | 2 | 129 | ||||||||||
| Earnings (loss) before finance costs and income taxes | 149 | 157 | 301 | 9 | (246 | ) | 27 | 397 | ||||||||||
| Depreciation and amortization | 191 | 134 | 170 | 77 | 18 | - | 590 | |||||||||||
| EBITDA | 340 | 291 | 471 | 86 | (228 | ) | 27 | 987 | ||||||||||
| Restructuring costs | - | - | - | - | 47 | - | 47 | |||||||||||
| Share-based compensation expense | - | - | - | - | 20 | - | 20 | |||||||||||
| Loss related to financial instruments in Argentina | - | - | - | - | 1 | - | 1 | |||||||||||
| ARO/ERL related expense for non-operating sites | - | - | - | - | (1 | ) | - | (1 | ) | |||||||||
| Foreign exchange loss, net of related<br>derivatives | - | - | - | - | 1 | - | 1 | |||||||||||
| Adjusted EBITDA | 340 | 291 | 471 | 86 | (160 | ) | 27 | 1,055 |
25
| Unaudited | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended December 31, 2023 | |||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Downstream | Upstream and Midstream | ||||||||||||||||||
| (millions of US dollars) | Retail | Potash | Nitrogen | Phosphate | Corporateand Others | Eliminations | Consolidated | ||||||||||||
| Sales – third party | 3,504 | 734 | 895 | 531 | - | - | 5,664 | ||||||||||||
| – intersegment | (2 | ) | 129 | 223 | 84 | - | (434 | ) | - | ||||||||||
| Sales – total | 3,502 | 863 | 1,118 | 615 | - | (434 | ) | 5,664 | |||||||||||
| Freight, transportation and<br>distribution | - | 87 | 162 | 82 | - | (71 | ) | 260 | |||||||||||
| Net sales | 3,502 | 776 | 956 | 533 | - | (363 | ) | 5,404 | |||||||||||
| Cost of goods sold | 2,513 | 349 | 671 | 463 | - | (360 | ) | 3,636 | |||||||||||
| Gross margin | 989 | 427 | 285 | 70 | - | (3 | ) | 1,768 | |||||||||||
| Selling expenses (recovery) | 841 | 3 | 4 | 1 | 7 | (7 | ) | 849 | |||||||||||
| General and administrative expenses | 55 | 3 | 10 | 1 | 104 | - | 173 | ||||||||||||
| Provincial mining taxes | - | 79 | - | - | - | - | 79 | ||||||||||||
| Share-based compensation recovery | - | - | - | - | (7 | ) | - | (7 | ) | ||||||||||
| Impairment of assets | - | - | 76 | - | - | - | 76 | ||||||||||||
| Foreign exchange gain, net of related derivatives | - | - | - | - | (14 | ) | - | (14 | ) | ||||||||||
| Other expenses (income) | 77 | (3 | ) | 26 | 19 | 175 | 25 | 319 | |||||||||||
| Earnings (loss) before finance costs and income taxes | 16 | 345 | 169 | 49 | (265 | ) | (21 | ) | 293 | ||||||||||
| Depreciation and amortization | 201 | 118 | 146 | 81 | 19 | - | 565 | ||||||||||||
| EBITDA | 217 | 463 | 315 | 130 | (246 | ) | (21 | ) | 858 | ||||||||||
| Restructuring costs | 12 | - | - | - | 8 | - | 20 | ||||||||||||
| Share-based compensation recovery | - | - | - | - | (7 | ) | - | (7 | ) | ||||||||||
| Impairment of assets | - | - | 76 | - | - | - | 76 | ||||||||||||
| ARO/ERL related expense for non-operating sites | - | - | - | - | 142 | - | 142 | ||||||||||||
| Foreign exchange gain, net of related<br>derivatives | - | - | - | - | (14 | ) | - | (14 | ) | ||||||||||
| Adjusted EBITDA | 229 | 463 | 391 | 130 | (117 | ) | (21 | ) | 1,075 |
26
| Unaudited | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Twelve Months Ended December 31, 2024 | |||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Downstream | Upstream and Midstream | ||||||||||||||||
| (millions of US dollars) | Retail | Potash | Nitrogen | Phosphate | Corporateand Others | Eliminations | Consolidated | ||||||||||
| Sales – third party | 17,832 | 3,008 | 3,500 | 1,610 | 22 | - | 25,972 | ||||||||||
| –<br>intersegment | - | 370 | 807 | 278 | - | (1,455 | ) | - | |||||||||
| Sales – total | 17,832 | 3,378 | 4,307 | 1,888 | 22 | (1,455 | ) | 25,972 | |||||||||
| Freight, transportation and<br>distribution | - | 389 | 562 | 231 | - | (226 | ) | 956 | |||||||||
| Net sales | 17,832 | 2,989 | 3,745 | 1,657 | 22 | (1,229 | ) | 25,016 | |||||||||
| Cost of goods sold | 13,211 | 1,448 | 2,535 | 1,510 | 9 | (1,227 | ) | 17,486 | |||||||||
| Gross margin | 4,621 | 1,541 | 1,210 | 147 | 13 | (2 | ) | 7,530 | |||||||||
| Selling expenses (recovery) | 3,418 | 10 | 26 | 6 | - | (25 | ) | 3,435 | |||||||||
| General and administrative expenses | 191 | 12 | 24 | 14 | 403 | - | 644 | ||||||||||
| Provincial mining taxes | - | 255 | - | - | - | - | 255 | ||||||||||
| Share-based compensation expense | - | - | - | - | 37 | - | 37 | ||||||||||
| Impairment of assets | 335 | - | 195 | - | - | - | 530 | ||||||||||
| Foreign exchange loss, net of related derivatives | - | - | - | - | 360 | - | 360 | ||||||||||
| Other expenses (income) | 87 | 25 | (135 | ) | 33 | 379 | 24 | 413 | |||||||||
| Earnings (loss) before finance costs and income taxes | 590 | 1,239 | 1,100 | 94 | (1,166 | ) | (1 | ) | 1,856 | ||||||||
| Depreciation and amortization | 771 | 609 | 589 | 290 | 80 | - | 2,339 | ||||||||||
| EBITDA | 1,361 | 1,848 | 1,689 | 384 | (1,086 | ) | (1 | ) | 4,195 | ||||||||
| Restructuring costs | - | - | - | - | 47 | - | 47 | ||||||||||
| Share-based compensation expense | - | - | - | - | 37 | - | 37 | ||||||||||
| Impairment of assets | 335 | - | 195 | - | - | - | 530 | ||||||||||
| Loss related to financial instruments in Argentina | - | - | - | - | 35 | - | 35 | ||||||||||
| ARO/ERL related expense for non-operating sites^^ | - | - | - | - | 151 | - | 151 | ||||||||||
| Foreign exchange loss, net of related<br>derivatives | - | - | - | - | 360 | - | 360 | ||||||||||
| Adjusted EBITDA | 1,696 | 1,848 | 1,884 | 384 | (456 | ) | (1 | ) | 5,355 |
27
| Unaudited | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Twelve Months Ended December 31, 2023 | ||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Downstream | Upstream and Midstream | |||||||||||||||||||
| (millions of US dollars) | Retail | Potash | Nitrogen | Phosphate | Corporateand Others | Eliminations | Consolidated | |||||||||||||
| Sales – third party | 19,542 | 3,735 | 3,804 | 1,975 | - | - | 29,056 | |||||||||||||
| –<br>intersegment | - | 431 | 931 | 288 | - | (1,650 | ) | - | ||||||||||||
| Sales – total | 19,542 | 4,166 | 4,735 | 2,263 | - | (1,650 | ) | 29,056 | ||||||||||||
| Freight, transportation and<br>distribution | - | 407 | 528 | 270 | - | (231 | ) | 974 | ||||||||||||
| Net sales | 19,542 | 3,759 | 4,207 | 1,993 | - | (1,419 | ) | 28,082 | ||||||||||||
| Cost of goods sold | 15,112 | 1,396 | 2,828 | 1,760 | - | (1,488 | ) | 19,608 | ||||||||||||
| Gross margin | 4,430 | 2,363 | 1,379 | 233 | - | 69 | 8,474 | |||||||||||||
| Selling expenses (recovery) | 3,375 | 12 | 27 | 6 | - | (23 | ) | 3,397 | ||||||||||||
| General and administrative expenses | 217 | 13 | 21 | 11 | 364 | - | 626 | |||||||||||||
| Provincial mining taxes | - | 398 | - | - | - | - | 398 | |||||||||||||
| Share-based compensation recovery | - | - | - | - | (14 | ) | - | (14 | ) | |||||||||||
| Impairment of assets | 465 | - | 76 | 233 | - | - | 774 | |||||||||||||
| Foreign exchange loss, net of related derivatives | - | - | - | - | 91 | - | 91 | |||||||||||||
| Other expenses (income) | 158 | (1 | ) | (27 | ) | 40 | 257 | 30 | 457 | |||||||||||
| Earnings (loss) before finance costs and income taxes | 215 | 1,941 | 1,282 | (57 | ) | (698 | ) | 62 | 2,745 | |||||||||||
| Depreciation and amortization | 759 | 463 | 572 | 294 | 81 | - | 2,169 | |||||||||||||
| EBITDA | 974 | 2,404 | 1,854 | 237 | (617 | ) | 62 | 4,914 | ||||||||||||
| Restructuring costs | 20 | - | - | - | 29 | - | 49 | |||||||||||||
| Share-based compensation recovery | - | - | - | - | (14 | ) | - | (14 | ) | |||||||||||
| Impairment of assets | 465 | - | 76 | 233 | - | - | 774 | |||||||||||||
| Loss related to financial instruments in Argentina | - | - | - | - | 92 | - | 92 | |||||||||||||
| ARO/ERL related expense for non-operating sites | - | - | - | - | 152 | - | 152 | |||||||||||||
| Foreign exchange loss, net of related<br>derivatives | - | - | - | - | 91 | - | 91 | |||||||||||||
| Adjusted EBITDA | 1,459 | 2,404 | 1,930 | 470 | (267 | ) | 62 | 6,058 |
28
| Unaudited | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months EndedDecember 31 | Twelve Months EndedDecember 31 | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (millions of US dollars) | 2024 | 2023 | 2024 | 2023 | ||||||||
| Retail sales by product line | ||||||||||||
| Crop nutrients | 1,528 | 1,808 | 7,211 | 8,379 | ||||||||
| Crop protection products | 948 | 960 | 6,313 | 6,750 | ||||||||
| Seed | 184 | 202 | 2,235 | 2,295 | ||||||||
| Services and other | 228 | 236 | 918 | 927 | ||||||||
| Merchandise | 230 | 251 | 897 | 1,001 | ||||||||
| Nutrien Financial | 77 | 70 | 361 | 322 | ||||||||
| Nutrien Financial elimination ^1^ | (16 | ) | (25 | ) | (103 | ) | (132 | ) | ||||
| 3,179 | 3,502 | 17,832 | 19,542 | |||||||||
| Potash sales by geography | ||||||||||||
| Manufactured product | ||||||||||||
| North America | 245 | 459 | 1,719 | 2,090 | ||||||||
| Offshore ^2^ | 342 | 404 | 1,658 | 2,076 | ||||||||
| Other potash and purchased products | - | - | 1 | - | ||||||||
| 587 | 863 | 3,378 | 4,166 | |||||||||
| Nitrogen sales by product line | ||||||||||||
| Manufactured product | ||||||||||||
| Ammonia | 376 | 339 | 1,232 | 1,337 | ||||||||
| Urea and ESN^®^ | 395 | 346 | 1,480 | 1,624 | ||||||||
| Solutions, nitrates and sulfates | 339 | 345 | 1,300 | 1,367 | ||||||||
| Other nitrogen and purchased products | 66 | 88 | 295 | 407 | ||||||||
| 1,176 | 1,118 | 4,307 | 4,735 | |||||||||
| Phosphate sales by product line | ||||||||||||
| Manufactured product | ||||||||||||
| Fertilizer | 309 | 378 | 1,237 | 1,264 | ||||||||
| Industrial and feed | 157 | 168 | 627 | 703 | ||||||||
| Other phosphate and purchased products | 5 | 69 | 24 | 296 | ||||||||
| 471 | 615 | 1,888 | 2,263 |
1 Represents elimination of the interest and service fees charged by Nutrien Financial to Retail branches.
2 Relates to Canpotex Limited (“Canpotex”) (see Note 10) and includes provisional pricing adjustments for the three months ended December 31, 2024 of $(3) million (2023 – $(40) million) and the twelve months ended December 31, 2024 of $4 million (2023 – $(394) million).
Note 3 Impairment of assets
We recorded the following non-cash impairment of assets in the condensed consolidated statements of earnings:
| Three Months EndedDecember 31 | Twelve Months EndedDecember 31 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (millions of US dollars) | 2024 | 2023 | 2024 | 2023 | |||||
| Segment | Category | ||||||||
| Retail | Intangible assets | - | - | 200 | 43 | ||||
| Property, plant and equipment | - | - | 120 | - | |||||
| Other | - | - | 15 | - | |||||
| Goodwill | - | - | - | 422 | |||||
| Nitrogen | Property, plant and equipment | - | 76 | 195 | 76 | ||||
| Phosphate | Property, plant and equipment | - | - | - | 233 | ||||
| Impairment of assets | - | 76 | 530 | 774 |
Retail – Brazil
During the three months ended June 30, 2024, due to the ongoing market instability and more moderate margin expectations, we lowered our forecasted EBITDA for the Retail – Brazil cash generating unit (“CGU”). This triggered an impairment analysis.
29
| Unaudited |
|---|
We used the fair value less cost to dispose (“FVLCD”) methodology (Level 3) based on a market approach using the sales comparison method to assess the recoverable value of the Retail – Brazil CGU at June 30, 2024. This is a change from the methodology used in our 2023 analysis, as the market approach resulted in a more representative fair value of the CGU as restructuring initiatives in Brazil are currently being developed. In 2023, we used the FVLCD methodology based on after-tax discounted cash flows (10-year projections plus a terminal value) and an after-tax discount rate (14.4 percent). In 2024, we incorporated assumptions that an independent market participant would apply.
| (millions of US dollars) | Retail – BrazilJune 30, 2024 | |
|---|---|---|
| Recoverable amount comprised of: | ||
| Working capital and other | 324 | |
| Property, plant and equipment | 92 | |
| Intangible assets | - |
The key assumptions with the greatest influence on the calculation of the impairment are the estimated recoverable value of property, plant and equipment and intangible assets. Any change to these estimates could directly impact the impairment amount.
Nitrogen
During the three months ended June 30, 2024, we decided that we are no longer pursuing our Geismar Clean Ammonia project. As a result, we recorded an impairment loss of $195 million to fully write off the amount of property, plant and equipment related to this project. As the project was cancelled before it generated revenue, the recoverable amount, which was based on its value in use was $nil.
Goodwill Impairment Testing
| As at December 31 (millions of US dollars) | 2024 | 2023 | ||
|---|---|---|---|---|
| Goodwill by CGU or Group of CGUs | ||||
| Retail – North America | 6,961 | 6,981 | ||
| Retail – Australia | 539 | 590 | ||
| Potash | 154 | 154 | ||
| Nitrogen | 4,389 | 4,389 | ||
| 12,043 | 12,114 |
During the three and twelve months ended December 31, 2024, we performed our annual impairment test on goodwill and did not identify any impairment.
In testing for impairment of goodwill, we calculate the recoverable amount for a CGU or groups of CGUs containing goodwill. We used the FVLCD methodology based on after-tax discounted cash flows (five-year projections plus a terminal value) and incorporated assumptions an independent market participant would apply. We adjusted discount rates for each CGU or group of CGUs for the risk associated with achieving our forecasts and for the country risk premium in which we expect to generate cash flows. FVLCD is a Level 3 measurement. We use our market capitalization (where applicable) and comparative market multiples to ensure discounted cash flow results are reasonable.
The key assumptions with the greatest influence on the calculation of the recoverable amounts are the discount rates, terminal growth rates and forecasted EBITDA. The key forecast assumptions were based on historical data and our estimates of future results from internal sources considering industry and market information.
During our performance of our annual impairment test, the Retail – North America group of CGUs recoverable amount exceeded its carrying amount by $2.8 billion. Goodwill is more susceptible to impairment risk if there is an increase in the discount rate or a deterioration in business operating results or economic conditions and actual results do not meet our forecasts. A reduction in the terminal growth rate, an increase in the discount rate or a decrease in forecasted EBITDA could cause impairment in the future as shown in the table below.
| 2024 Annual Impairment Testing | Change Required for Carrying Amountto Equal Recoverable Amount | |||
|---|---|---|---|---|
| Terminal growth rate (%) | 2.5 | 1.4 | Percentage point decrease | |
| Discount rate 1 (%) | 7.3 | 1.1 | Percentage point increase | |
| Forecasted EBITDA over forecast period ( millions) | 8,300 | 11.1 | Percent decrease |
All values are in US Dollars.
1 The discount rate used in the previous measurement at October 1, 2023 was 8.6 percent. At December 31, 2024, the discount rate was 8.0 percent.
30
| Unaudited |
|---|
The following table indicates the key assumptions used in testing the remaining groups of CGUs:
| Terminal Growth Rate (%) | Discount Rate (%) | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||
| Retail – Australia | 2.6 | 2.1 | 7.9 | 9.0 | ||||
| Potash | 2.5 | 2.5 | 6.3 | 7.6 | ||||
| Nitrogen | 2.3 | 2.3 | 7.6 | 8.3 |
Note 4 Other expenses (income)
| Three Months EndedDecember 31 | Twelve Months EndedDecember 31 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions of US dollars) | 2024 | 2023 | 2024 | 2023 | ||||||||
| Restructuring costs | 47 | 20 | 47 | 49 | ||||||||
| Earnings of equity-accounted investees | (23 | ) | (1 | ) | (130 | ) | (101 | ) | ||||
| Bad debt expense | 23 | 4 | 117 | 55 | ||||||||
| Project feasibility costs | 26 | 39 | 92 | 92 | ||||||||
| Customer prepayment costs | 12 | 12 | 58 | 55 | ||||||||
| Legal expenses | 15 | 16 | 47 | 34 | ||||||||
| Consulting expenses | 3 | 3 | 10 | 21 | ||||||||
| Insurance recoveries | (3 | ) | - | (65 | ) | - | ||||||
| Loss on natural gas derivatives not designated as hedge | 1 | - | 8 | - | ||||||||
| Loss related to financial instruments in Argentina | 1 | - | 35 | 92 | ||||||||
| ARO/ERL related (income) expenses for non-operating sites<br>¹ | (1 | ) | 142 | 151 | 152 | |||||||
| Gain on amendments to other post-retirement pension plans | - | - | - | (80 | ) | |||||||
| Other expenses | 28 | 84 | 43 | 88 | ||||||||
| 129 | 319 | 413 | 457 |
1 ARO/ERL refers to asset retirement obligations and accrued environmental costs.
Argentina has certain currency controls in place that limit our ability to settle our foreign currency-denominated obligations or remit cash out of Argentina. We utilize various financial instruments such as Blue Chip Swaps or Bonds for the Reconstruction of a Free Argentina (“BOPREAL”) that effectively allow companies to transact in US dollars. We incurred losses on these transactions due to the significant divergence between the market exchange rate used for these financial instruments and the official Central Bank of Argentina rate. These losses are recorded as part of loss related to financial instruments in Argentina.
Note 5 Income taxes
| Three Months EndedDecember 31 | Twelve Months EndedDecember 31 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (millions of US dollars, except as otherwise noted) | 2024 | 2023 | 2024 | 2023 | ||||||
| Actual effective tax rate on earnings (%) | 33 | 39 | 40 | 33 | ||||||
| Actual effective tax rate including discrete items (%) | 42 | (120 | ) | 38 | 34 | |||||
| Discrete tax adjustments that impacted the<br>tax rate | 18 | (127 | ) | (13 | ) | 28 |
31
| Unaudited |
|---|
Note 6 Financial instruments
Foreign Currency Derivatives
| Three Months EndedDecember 31 | Twelve Months EndedDecember 31 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions of US dollars) | 2024 | 2023 | 2024 | 2023 | |||||||
| Foreign exchange (gain) loss | (13 | ) | (22 | ) | 14 | (10 | ) | ||||
| Hyperinflationary loss | 12 | 36 | 97 | 114 | |||||||
| Loss (gain) on foreign currency<br>derivatives at fair value through profit or loss | 2 | (28 | ) | 249 | (13 | ) | |||||
| Foreign exchange loss (gain), net of<br>related derivatives | 1 | (14 | ) | 360 | 91 |
For the twelve months ended December 31, 2024, the losses on our foreign currency derivatives were primarily related to Brazil which matured in July 2024. As of December 31, 2024, outstanding derivative contracts were related to our ongoing risk management strategy. The fair value of our net foreign exchange currency derivative (liabilities) assets as at December 31, 2024 was $(13) million (December 31, 2023 – $11 million).
Natural Gas Derivatives
In 2024, we increased our use of natural gas derivatives to lock-in commodity prices. Our risk management strategies and accounting policies for derivatives that are designated and qualify as cash flow hedges are consistent with those disclosed in Note 10 and Note 30 of our 2023 annual consolidated financial statements, respectively. For derivatives that do not qualify as cash flow hedges, any gains or losses are recorded in net earnings in the current period.
We assess whether our derivative hedging transactions are expected to be or were highly effective, both at the hedge’s inception and on an ongoing basis, in offsetting changes in fair values of hedged items.
| Hedging Transaction | Measurement of Ineffectiveness | Potential Sources of Ineffectiveness |
|---|---|---|
| New York Mercantile Exchange (“NYMEX”) natural gas hedges | Assessed on a prospective and retrospective basis using regression analyses | Changes in:<br><br><br>• timing of forecast transactions<br><br><br>• volume delivered<br><br><br>• our credit risk or the credit risk of a counterparty |
The fair value of our natural gas derivative assets (liabilities) as at December 31, 2024 was $1 million (December 31, 2023 - $(5) million).
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 $9,918 million and fair value of $9,317 million as at December 31, 2024. There were no transfers between levels for financial instruments measured at fair value on a recurring basis.
Note 7Short-term debt ****
In 2024, we entered into an uncommitted $500 million accounts receivable repurchase facility (the “repurchase facility”), where we may sell certain receivables from customers to a financial institution and agree to repurchase those receivables at a future date. When we draw under this repurchase facility, the receivables from customers remain on our condensed consolidated balance sheet as we control and retain substantially all of the risks and rewards associated with the receivables. As at December 31, 2024, there were no borrowings outstanding under this facility.
In 2024, we extended the term of our unsecured revolving term credit facility to September 3, 2025 and reduced the facility limit from $1,500 million to $750 million. We also extended the maturity of our $4,500 million unsecured revolving term facility to September 4, 2029.
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| Unaudited |
|---|
Note 8 Long-term debt
| (millions of US dollars, except as otherwise noted) | Rate of interest (%) | Maturity | Amount | |||
|---|---|---|---|---|---|---|
| Senior notes repaid in 2024 | 5.9 | November 7, 2024 | 500 | |||
| Senior notes issued in 2024 | 5.2 | June 21, 2027 | 400 | |||
| Senior notes issued in 2024 | 5.4 | June 21, 2034 | 600 | |||
| 1,000 |
The notes issued in the twelve months ended December 31, 2024, are unsecured, rank equally with our existing unsecured debt, and have no sinking fund requirements prior to maturity. Each series is redeemable and has various provisions for redemption prior to maturity, at our option, at specified prices.
In March 2024, we filed a base shelf prospectus in Canada and the US qualifying the issuance of common shares, debt securities and other securities during a period of 25 months from March 22, 2024.
Note 9 Share capital
Share Repurchase Programs
The following table summarizes our share repurchase activities during the periods indicated below:
| Three Months EndedDecember 31 | Twelve Months EndedDecember 31 | |||||||
|---|---|---|---|---|---|---|---|---|
| (millions of US dollars, except as otherwise noted) | 2024 | 2023 | 2024 | 2023 | ||||
| Number of common shares repurchased for cancellation | 2,905,718 | - | 3,944,903 | 13,378,189 | ||||
| Average price per share (US dollars) | 47.02 | - | 47.31 | 74.73 | ||||
| Total cost, inclusive of tax | 139 | - | 190 | 1,000 |
As of February 18, 2025, an additional 1,887,537 common shares were repurchased for cancellation at a cost of $96 million and an average price per share of $50.82.
On February 19, 2025, our Board of Directors approved a share repurchase program for up to five percent of our outstanding common shares. The 2025 normal course issuer bid, which is subject to the acceptance by the Toronto Stock Exchange, will expire after a one-year period, if we acquire the maximum number of common shares allowable or otherwise decide not to make any further repurchases.
Dividends Declared
We declared a dividend per share of $0.54 (2023 – $0.53) during the three months ended December 31, 2024, payable on January 17, 2025 to shareholders of record on December 31, 2024.
On February 19, 2025, our Board of Directors declared and increased our quarterly dividend to $0.545 per share payable on April 10, 2025, to shareholders of record on March 31, 2025. The total estimated dividend to be paid is $265 million.
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| Unaudited |
|---|
Note 10 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 December 31, 2024 were $34 million (2023 – $32 million) and the twelve months ended December 31, 2024 were $146 million (2023 – $92 million).
| As at (millions of US dollars) | December 31, 2024 | December 31, 2023 | ||
|---|---|---|---|---|
| Receivables from Canpotex | 122 | 162 | ||
| Payables to Canpotex | 66 | 64 |
Note 11 Accounting policies, estimates and judgments
IFRS 18, “Presentation and Disclosure in Financial Statements” (“IFRS 18”), which was issued on April 9, 2024, would supersede IAS 1, “Presentation of Financial Statements” and increase the comparability of financial statements by enhancing principles on aggregation and disaggregation. IFRS 18 will be effective January 1, 2027, and will also apply to comparative information. We are reviewing the standard to determine the potential impact.
Amendments for IFRS 9 and IFRS 7, “Amendments to the Classification and Measurement of Financial Instruments”, which was issued on May 30, 2024, will address diversity in practice by making the requirements more understandable and consistently applied. These amendments will be effective January 1, 2026, and will not apply to comparative information. We are reviewing the standard to determine the potential impact.
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