6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Issuer

Pursuant to Section 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

For the month of: February, 2020

Commission File Number: 001-38336

NUTRIEN LTD.

(Name of registrant)

Suite 500, 122 – 1st Avenue South

Saskatoon, Saskatchewan

S7K 7G3 Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F  ☐ Form 40-F  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

SIGNATURES

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 18, 2020	By:	/s/ Robert A. Kirkpatrick
	Name:	Robert A. Kirkpatrick
	Title:	SVP & Corporate Secretary

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	News Release dated February 18, 2020

EX-99.1

Exhibit 99.1

	News Release
NYSE, TSX: NTR

February 18, 2020 – all amounts are in US dollars except as otherwise noted

Nutrien Delivers Stable Earnings in a Challenging Year

Nutrien Ltd. (Nutrien) announced today its 2019 fourth-quarter and full year 2019 results, with a net loss from continuing operations of $48 million ($0.08 diluted loss per share) in the fourth quarter of 2019. Fourth-quarter adjusted net earnings was $0.09 per share and adjusted EBITDA was $664 million. Adjusted net earnings (total and per share amounts) and adjusted EBITDA, together with the related annual guidance, Potash adjusted EBITDA, free cash flow and free cash flow including changes in non-cash working capital are non-IFRS financial measures. See the “Non-IFRS Financial Measures” section for further information.

“Nutrien’s earnings held up well in 2019 and we generated strong free cash flow in a very tough agriculture market. We executed on our strategic plan, growing our Retail business with several strategic acquisitions and made great strides with the roll-out and adoption of our leading Retail digital platform and financial tools. Agriculture fundamentals are strengthening and grower sentiment is positive. We expect higher planting and favorable farm economics to support strong North American crop input demand in 2020,” commented Chuck Magro, Nutrien’s President and CEO.

“Our business is designed to provide stability in times of market weakness, with significant leverage through a recovery in fertilizer markets. We remain focused on optimizing our network, allocating capital to grow our Retail business and leading our industry in returning capital to shareholders,” added Mr. Magro.

Highlights:

• Nutrien generated $2.2 billion in free cash flow in 2019, up 9 percent over last year, and $2.6 billion in free cash flow including changes in non-cash working capital in 2019, which is over three times higher than in 2018.

• Nutrien recorded a number of charges totaling $128 million this quarter related to mergers, acquisitions and impairments, the largest associated with the rebranding of the Australian retail business after the Ruralco acquisition.

• Retail performed well as EBITDA increased 8 percent in the fourth quarter and 2 percent in the full year 2019, compared to the same periods in 2018. Nutrien’s sales, service and supply chain strength helped to grow market share and we expect strong EBITDA growth in 2020 due to contributions from acquisitions, improved market conditions and organic growth.

• Potash EBITDA was down 62 percent in the fourth quarter of 2019 compared to the same period in 2018 due to lower sales volumes and lower net realized selling prices caused by a temporary reduction in global demand, the impact of production downtime and the Canadian National Railway labor strike. 2019 potash adjusted EBITDA was similar to 2018 as higher average net realized selling prices were mostly offset by lower sales volumes.

• Nitrogen EBITDA in the fourth quarter of 2019 was 19 percent lower than the same period last year due primarily to lower ammonia sales volumes and a lower nitrogen net realized selling price. Nitrogen EBITDA in 2019 increased 2 percent compared to 2018 as lower natural gas costs in North America more than offset higher natural gas costs in Trinidad, and higher earnings from equity-accounted investees and the impact of IFRS 16 more than offset lower ammonia sales volumes and lower nitrogen net realized selling prices.

• In the fourth quarter of 2019, Nutrien increased the maximum number of common shares that may be acquired under its current normal course issuer bid (NCIB) to approximately 7 percent of the outstanding common shares. Nutrien repurchased an aggregate of 36 million common shares in 2019 and 72 million common shares over the past 24 months.

• Nutrien full-year 2020 adjusted net earnings per share and adjusted EBITDA guidance is $1.90 to $2.60 per share and $3.8 to $4.3 billion, respectively.

1

Market Outlook

Agriculture and Retail

• Recent US/China trade progress has underpinned positive sentiment among US growers as agricultural exports to China are expected to improve significantly both in the short and medium term.

• The US Department of Agriculture (USDA) projects 2019/2020 global grain inventories outside of China to be at six-year lows. US crop input demand in 2020 is expected to be supported by an additional 14 million acres, or about a 6 percent increase, in planted acreage.

• We expect demand for potash in Southeast Asia will be supported by the significant improvement in palm oil prices since mid-2019.

• Despite improved agricultural fundamentals in most key markets, we continue to monitor the possible impacts of the Coronavirus, drought conditions in Australia and the African Swine Fever.

Crop Nutrient Markets

• Global potash prices declined in 2019 as customers in key offshore markets drew from inventories built by strong first-half 2019 shipments, while demand declined in North America due to adverse weather and in Southeast Asia due to weak palm oil prices. Global potash producers announced the equivalent of over 3 million tonnes of estimated production curtailments to rebalance supply. We estimate global potash deliveries were approximately 64.5 million tonnes in 2019, down significantly from the 66.7 million tonnes in 2018.

We believe potash production curtailments lowered inventory at the producer level, while continued grower consumption lowered distributor inventory in key markets outside of China. We expect global potash demand to rebound in 2020, driven by increased planting acreage in North America, a rebound in applications in Indonesia and Malaysia, lower beginning inventories and strong affordability. We estimate global potash deliveries in 2020 will be between 66 to 68 million tonnes in 2020, similar to the record global delivery levels of 2018.

• Global nitrogen prices declined in 2019, due to reduced demand in North America driven by challenging weather conditions and lower feedstock prices in some key producing regions. We expect nitrogen fundamentals to improve in 2020, supported by higher North American planting, stable demand in other key regions and limited new global capacity.

• Dry phosphate fertilizer prices have recently improved after reaching historically low levels in 2019, but they continue to be impacted by increased supply from Morocco and Saudi Arabia. Some global phosphate producers have announced curtailments to rebalance supply and the Coronavirus could reduce Chinese export availability in the first quarter of 2020, however, we expect low raw material costs will be a headwind to a significant market recovery.

Financial Outlook and Guidance

Based on market factors detailed above, we are issuing 2020 adjusted net earnings guidance of $1.90 to $2.60 per share and adjusted EBITDA guidance of $3.8 to $4.3 billion.

All guidance numbers, including those noted above and related sensitivities are outlined in the tables below.

2020 Guidance Ranges 1	Low			High
Adjusted net earnings per share 2	$	1.90		$	2.60
Adjusted EBITDA (billions) 2	$	3.8		$	4.3
Retail EBITDA (billions)	$	1.4		$	1.5
Potash EBITDA (billions)	$	1.3		$	1.5
Nitrogen EBITDA (billions)	$	1.2		$	1.4
Phosphate EBITDA (millions)	$	180		$	250
Potash sales tonnes (millions) 3		12.3			12.7
Nitrogen sales tonnes (millions) 3		11.0			11.6
Depreciation and amortization (billions)	$	1.8		$	1.9
Effective tax rate on continuing operations		23	%		25	%
Sustaining capital expenditures (billions)	$	1.0		$	1.1

2

	Impact to
2020 Annual Assumptions & Sensitivities 1	Adjusted    EBITDA		Adjusted    EPS 4
$1/MMBtu change in NYMEX 5	$	165	$	0.21
$20/tonne change in realized Potash selling prices	$	205	$	0.25
$20/tonne change in realized Ammonia selling prices	$	40	$	0.05
$20/tonne change in realized Urea selling prices	$	65	$	0.09
2020 FX Rate CAD to USD		1.30
2020 NYMEX natural gas ($US/MMBtu)		$2.25

1  See the “Forward-Looking Statements” section.

2  See the “Non-IFRS Financial Measures” section.

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

4  Assumes 574 million shares outstanding.

5  Nitrogen related impact.

Consolidated Results

	Three Months Ended December 31								Twelve Months Ended December 31
(millions of US dollars)	2019			2018		% Change			2019		2018			% Change
Sales		3,442			3,762		(9	)		20,023		19,636			2
Freight, transportation and distribution		172			189		(9	)		768		864			(11	)
Cost of goods sold		2,256			2,314		(3	)		13,814		13,380			3
Gross margin		1,014			1,259		(19	)		5,441		5,392			1
Expenses		951			713		33			3,579		4,978			(28	)
Net (loss) earnings from continuing operations		(48	)		296		n/m			992		(31	)		n/m
Net earnings from discontinued operations		-			2,906		(100	)		-		3,604			(100	)
Net (loss) earnings		(48	)		3,202		n/m			992		3,573			(72	)
EBITDA 1		499			944		(47	)		3,661		2,006			83
Adjusted EBITDA 1		664			924		(28	)		4,025		3,934			2
Free cash flow (“FCF”) 1		138			403		(66	)		2,157		1,975			9
FCF including changes in non-cash working capital 1		2,068			1,647		26			2,647		837			216
1  See the “Non-IFRS Financial Measures” section.

Our fourth-quarter net loss from continuing operations was caused by the impact of a temporary slow down in global fertilizer demand that more than offset a strong performance by Retail. 2019 net earnings from continuing operations increased compared to 2018 due to solid operational results, the continued benefit of Merger related synergies and operational improvements and a non-cash impairment of our New Brunswick potash facility in 2018.

Our net earnings from discontinued operations in 2018 was related to the required divestiture of certain equity investments in connection with the Merger.

Segment Results

In the first quarter of 2019, our Executive Leadership Team reassessed our product groupings and decided to evaluate the performance of ammonium sulfate as part of the Nitrogen segment, rather than the Phosphate and Sulfate segment as previously reported in 2018. Effective January 1, 2019, we have four reportable operating segments: Retail, Potash, Nitrogen and Phosphate. Comparative amounts presented on a segmented basis have been restated accordingly. We also renamed our “Others” segment to “Corporate and Others”.

Detailed descriptions of our operating segments can be found in our 2018 Annual Report dated February 20, 2019 in the “Operating Segment Performance & Outlook” section.

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, 2019 to the results for the three and twelve months ended December 31, 2018, respectively and unless otherwise noted. See Appendix A for a summary of our results for the twelve months ended December 31, 2019 by operating segment.

3

Retail

(millions of US dollars, except        as otherwise noted)	Three Months Ended December 31
	Dollars							Gross Margin						Gross Margin (%)
	2019		2018		% Change			2019		2018		% Change		2019		2018
Sales
Crop nutrients 1		907		917		(1	)		186		184		1		21		20
Crop protection products		635		644		(1	)		281		270		4		44		42
Seed		99		103		(4	)		60		56		7		61		54
Merchandise 2		211		142		49			44		27		63		21		19
Services and other		319		211		51			165		125		32		52		59
		2,171		2,017		8			736		662		11		34		33
Cost of goods sold 2		1,435		1,355		6
Gross margin		736		662		11
Expenses 3		667		580		15
Earnings before finance costs and taxes (“EBIT”)		69		82		(16	)
Depreciation and amortization		162		132		23
EBITDA		231		214		8

1  Includes intersegment sales. See Note 2 to the unaudited condensed consolidated financial statements as at and for the three and twelve months ended December 31, 2019 (“condensed consolidated financial statements”).

2  Certain immaterial figures have been reclassified or grouped together for the three months ended December 31, 2018.

3  Includes selling expenses of $668 million (2018 – $571 million).

• EBITDA was higher in the fourth quarter and full year of 2019 as sales, service and supply chain strength helped to grow our market share and margins. EBITDA in both periods also benefited from strong US and Australia results and the impact from adoption of IFRS 16, which more than offset weather-related challenges in Canada. Gross margin and gross margin percentage increased in the fourth quarter and full year 2019 as a result of optimization initiatives and strategic purchasing. Selling expenses as a proportion of sales in the full year 2019 were similar to the same period in 2018.

• Crop nutrients sales decreased in the fourth quarter of 2019 as higher sales volumes were offset by lower selling prices. Crop nutrients sales in 2019 increased due to higher sales volumes and higher selling prices. Gross margin percentage increased in the periods due to strategic purchasing and an increased mix of higher margin specialty and proprietary products sales.

• Crop protection products sales in the fourth quarter decreased compared to the fourth quarter of 2018 due primarily to lower Canadian fall applications caused by early winter conditions. Crop protection products sales in 2019 increased as US farmers made more in-season applications due to the excessive moisture experienced in the fall of 2018. Gross margin percentage increased in the fourth quarter and was flat in 2019 due to favorable product mix changes and strategic purchasing that offset the impact of higher competition from a condensed season and higher costs for product sourced from China.

• Seed sales in the fourth quarter were down slightly compared to the same period in 2018 caused mostly by drought conditions in Australia. Sales in 2019 increased compared to 2018 due to the mix of higher value corn and cotton seed sales, which more than offset the impact of lower planted acreage in the US. Gross margin percentage increased in the fourth quarter due to a favorable sales mix, while gross margin percentage in 2019 was comparable with 2018.

• Merchandise sales and gross margin increased in the fourth quarter and full year of 2019 due to our recent acquisition of Ruralco.

• Services and other sales were higher in the fourth quarter and full year of 2019 due to sales from recent acquisitions, including Ruralco, and increased US applications and services resulting from a condensed growing season. Gross margin percentage decreased in the quarter and full year of 2019 due to product mix changes resulting primarily from the acquisition of Ruralco.

4

Potash

(millions of US dollars, except     as otherwise noted)	Three Months Ended December 31
	Dollars							Tonnes (thousands)						Average per Tonne
	2019		2018		% Change			2019	2018		% Change			2019		2018		% Change
Manufactured product 1
Net sales
North America		146		177		(18	)	651		731		(11	)		226		242		(7	)
Offshore		204		459		(56	)	1,234		2,126		(42	)		164		216		(24	)
		350		636		(45	)	1,885		2,857		(34	)		186		223		(17	)
Cost of goods sold		211		271		(22	)								112		95		18
Gross margin - manufactured		139		365		(62	)								74		128		(42	)
Gross margin - other 2		-		1		(100	)	Depreciation and amortization							35		32		9
Gross margin - total		139		366		(62	)	Gross margin excluding depreciation
Expenses 3		56		64		(13	)	and amortization - manufactured 4							109		160		(32	)
EBIT		83		302		(73	)	Potash cash cost of product
Depreciation and amortization		66		92		(28	)	manufactured 4							82		67		22
EBITDA		149		394		(62	)
1  Includes intersegment sales. See Note 2 to the condensed consolidated financial statements. 2  Includes other potash and purchased products and is comprised of net sales of $Nil (2018 – $1 million) less cost of goods sold of $Nil (2018 – $Nil). 3  Includes provincial mining and other taxes of $50 million (2018 – $56 million). 4  See the “Non-IFRS Financial Measures” section.

• EBITDA decreased in the fourth quarter due to lower sales volumes, lower net realized selling prices and the temporary impacts associated with production downtime and the Canadian National Railway labor strike. EBITDA in 2019 was higher as a result of a non-cash impairment of our New Brunswick potash facility in 2018. Adjusted EBITDA in 2019 was similar to 2018 as lower sales volumes and higher provincial mining taxes and other taxes were mostly offset by higher net realized selling prices.

• Sales volumes in North America were down in the fourth quarter and in the full year of 2019 due to challenging US weather conditions that negatively impacted both spring and fall applications. Offshore sales volumes in 2019 were the second highest on record, down only from 2018, due to strong demand in the first half of the year. Offshore sales volumes in the fourth quarter of 2019 decreased from the same period last year as customers in key markets delayed purchases and/or drew upon existing inventory.

• Net realized selling price decreased in the fourth quarter of 2019 reflecting lower benchmark prices caused by a temporary slowdown in global demand. Higher freight rates further decreased North America net realized selling prices while adjustments to Nutrien’s provisional selling price to Canpotex lowered Offshore net realized selling prices in the quarter. Net realized selling prices were higher in 2019 compared to 2018 due to stronger prices through the first nine months of the year.

• Cost of goods sold per tonne increased in the fourth quarter and full year of 2019 compared to the same periods in 2018 due to the impact of lower production volumes related to temporary production downtime. Potash cash cost of product manufactured per tonne increased in the fourth quarter and full year of 2019 due primarily to the impact of lower production volumes compared to the same periods in 2018.

Canpotex Sales by Market

(percentage of sales volumes, except as    otherwise noted)	Three Months Ended December 31							Twelve Months Ended December 31
	2019		2018		% Change			2019		2018		% Change
Latin America		31		33		(6	)		31		33		(6	)
Other Asian markets 1		27		28		(4	)		27		31		(13	)
China		17		17		-			22		18		22
India		7		14		(50	)		10		10		-
Other markets		18		8		125			10		8		25
		100		100					100		100
1  All Asian markets except China and India.

5

Nitrogen

	Three Months Ended December 31
(millions of US dollars, except     as otherwise noted)	Dollars								Tonnes (thousands)						Average per Tonne
	2019			2018 1		% Change			2019	2018 1		% Change			2019		2018 1		% Change
Manufactured product 2
Net sales
Ammonia		141			235		(40	)	571		808		(29	)		245		290		(16	)
Urea		193			231		(16	)	695		687		1			278		337		(18	)
Solutions, nitrates and sulfates		166			180		(8	)	1,096		1,016		8			152		177		(14	)
		500			646		(23	)	2,362		2,511		(6	)		212		257		(18	)
Cost of goods sold		404			439		(8	)								171		175		(2	)
Gross margin - manufactured		96			207		(54	)								41		82		(50	)
Gross margin - other 3		11			17		(35	)	Depreciation and amortization							60		43		40
Gross margin - total		107			224		(52	)	Gross margin excluding depreciation
(Income) Expenses		(11	)		11		n/m		and amortization - manufactured 4							101		125		(19	)
EBIT		118			213		(45	)	Ammonia controllable cash cost of
Depreciation and amortization		141			108		31		product manufactured 4							48		44		9
EBITDA		259			321		(19	)

1  Restated for the reclassification of sulfate from the Phosphate segment. See Note 2 to the condensed consolidated financial statements.

2  Includes intersegment sales. See Note 2 to the condensed consolidated financial statements.

3  Includes other nitrogen (including ESN^® and Rainbow) and purchased products and is comprised of net sales of $103 million (2018 – $99 million) less cost of goods sold of $92 million (2018 – $82 million).

4  See the “Non-IFRS Financial Measures” section.

• EBITDA decreased in the fourth quarter of 2019 as lower ammonia sales volumes and lower nitrogen net realized selling prices more than offset the impact of lower natural gas costs. EBITDA for 2019 increased compared to 2018 as lower natural gas costs, higher earnings from equity-accounted investees and the impact of adopting IFRS 16 more than offset lower sales volumes and net realized selling prices.

• Sales volumes in the fourth quarter and full year of 2019 were down compared to the same period in 2018 as lower ammonia sales volumes in some of our highest netback regions were only partially offset by higher urea and solutions, nitrates and sulfates sales volumes. Ammonia sales volumes were impacted by compressed spring and fall application seasons in North America and turnaround activity at our Trinidad facility.

• Net realized selling price of nitrogen was lower in the fourth quarter and full year of 2019 as benefits from our distribution network and product positioning were more than offset by lower global benchmark prices.

• Cost of goods sold per tonne of nitrogen decreased in the fourth quarter of 2019 due primarily to lower natural gas costs. Cost of goods sold in 2019 was slightly higher compared to 2018 as lower natural gas costs in North America were offset by higher natural gas costs in Trinidad and a lower proportion of sales from lower cost facilities. Ammonia controllable cash cost of product manufactured per tonne increased in the fourth quarter and full year 2019 due to lower production volumes available for sale resulting from turnaround activity at our Trinidad facility.

Natural Gas Prices

	Three Months Ended December 31							Twelve Months Ended December 31
(US dollars per MMBtu, except as otherwise noted)	2019		2018		% Change			2019		2018		% Change
Overall gas cost excluding realized derivative impact		2.46		2.87		(14	)		2.47		2.54		(3	)
Realized derivative impact		0.06		0.14		(57	)		0.11		0.29		(62	)
Overall gas cost		2.52		3.01		(16	)		2.58		2.83		(9	)
Average NYMEX		2.50		3.64		(31	)		2.63		3.09		(15	)
Average AECO		1.76		1.45		21			1.22		1.19		3

• Gas costs decreased in the fourth quarter and full year 2019 compared to the same periods last year due primarily to lower gas costs in the US and a lower realized derivative impact.

6

Phosphate

(millions of US dollars, except     as otherwise noted)	Three Months Ended December 31
	Dollars									Tonnes (thousands)							Average per Tonne
	2019			2018 1			% Change			2019		2018 1		% Change			2019		2018 1		% Change
Manufactured product 2
Net sales
Fertilizer		155			255			(39	)		466		601		(22	)		334		423		(21	)
Industrial and feed		105			106			(1	)		181		207		(13	)		581		513		13
		260			361			(28	)		647		808		(20	)		403		446		(10	)
Cost of goods sold		255			346			(26	)									395		428		(8	)
Gross margin - manufactured		5			15			(67	)									8		18		(56	)
Gross margin - other 3		1			(2	)		n/m			Depreciation and amortization							88		66		33
Gross margin - total		6			13			(54	)		Gross margin excluding depreciation
Expenses		9			13			(31	)		and amortization - manufactured 4							96		84		14
EBIT		(3	)		-			-
Depreciation and amortization		57			53			8
EBITDA		54			53			2

1  Restated for the reclassification of sulfate to the Nitrogen segment. See Note 2 to the condensed consolidated financial statements.

2  Includes intersegment sales. See Note 2 to the condensed consolidated financial statements.

3  Includes other phosphate and purchased products and is comprised of net sales of $27 million (2018 – $45 million) less cost of goods sold of $26 million (2018 - $47 million).

4  See the “Non-IFRS Financial Measures” section.

• EBITDA increased in the fourth quarter of 2019 due to lower phosphate rock and other raw material costs that were partially offset by lower sales volumes and lower net realized selling prices. EBITDA decreased in 2019 relative to 2018 due primarily to lower net realized selling prices and lower sales volumes.

• Sales volumes decreased in the fourth quarter and the full year of 2019 due primarily to reduced fertilizer application in North America caused by adverse weather in both the spring and fall application seasons. Industrial and feed sales volumes in the same periods decreased due to the timing of sales.

• Net realized selling price decreased in the fourth quarter and full year of 2019 compared to the same periods in 2018 as higher prices for industrial products were more than offset by lower dry phosphate fertilizer prices.

• Cost of goods sold per tonne decreased in the fourth quarter compared to the same period in 2018 due to benefits from the conversion of our Redwater facility to ammonium sulfate and lower raw material costs. Cost of goods sold per tonne increased in the full year of 2019 due to higher non-cash asset retirement adjustments, and lower sales volumes that more than offset lower raw material costs.

7

Forward-Looking Statements

Certain statements and other information included and incorporated by reference in this document constitute “forward-looking information” or “forward-looking statements” (collectively, “forward-looking statements”) under applicable securities laws (such statements are often accompanied by words such as “anticipate”, “forecast”, “expect”, “believe”, “may”, “will”, “should”, “estimate”, “intend” or other similar words). All statements in this document, other than those relating to historical information or current conditions, are forward-looking statements, including, but not limited to: Nutrien’s 2020 annual guidance, including expectations regarding our adjusted net earnings per share and adjusted EBITDA (both consolidated and by segment); capital spending expectations for 2020; expectations regarding performance of our operating segments in 2020; our operating segment market outlooks and market conditions for 2020, and including anticipated supply and demand for our products and services, expected market and industry conditions with respect to crop nutrient application rates, planted acres, crop mix, prices and the impact of currency fluctuations and import and export volumes; and acquisitions and divestitures, and the expected synergies associated with various acquisitions, including timing thereof. 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, this list is not exhaustive of the factors that may affect any of the forward-looking statements and the reader should not place an undue reliance on these assumptions and such forward-looking statements. The additional key assumptions that have been made include, among other things, assumptions with respect to our ability to successfully complete, integrate and realize the anticipated benefits of our already completed and future acquisitions, and that we will be able to implement our standards, controls, procedures and policies at any acquired businesses to realize the expected synergies; that future business, regulatory and industry conditions will be within the parameters expected by us, including with respect to prices, margins, demand, supply, product availability, supplier agreements, availability and cost of labor and interest, exchange and effective tax rates; the completion of our expansion projects on schedule, as planned and on budget; assumptions with respect to global economic conditions and the accuracy of our market outlook expectations for 2020 and in the future; the adequacy of our cash generated from operations and our ability to access our credit facilities or capital markets for additional sources of financing; our ability to identify suitable candidates for acquisitions and divestitures and negotiate acceptable terms; our ability to maintain investment grade ratings and achieve our performance targets; and the receipt, on time, of all necessary permits, utilities and project approvals with respect to our expansion projects and that we will have the resources necessary to meet the projects’ approach.

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

The purpose of our expected adjusted net earnings per share, adjusted EBITDA and EBITDA by segment guidance ranges, as well as our adjusted net earnings per share and adjusted EBITDA price and volume and input cost sensitivities ranges, are to assist readers in understanding our expected and targeted financial results, and this information may not be appropriate for other purposes.

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.

8

Terms and References

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”, “Abbreviated Company Names and Sources” and “Terms and Measures” sections of our 2018 Annual Report dated February 20, 2019. 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 data are stated in millions of US dollars, unless otherwise noted.

About Nutrien

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

For Further Information:

Investor and Media Relations:

Richard Downey

Vice President, Investor & Corporate Relations

(403) 225-7357

Investors@nutrien.com

Investor Relations

Tim Mizuno

Senior Manager, Investor Relations

(306) 933-8548

Contact us 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 Wednesday, February 19, 2020 at 10:00 am Eastern Time.

• Telephone Conference dial-in numbers:

• From Canada and the US 1-877-702-9274

• International 1-647-689-5529

• No access code required. Please dial in 15 minutes prior to ensure you are placed on the call in a timely manner.

• Live Audio Webcast: Visit www.nutrien.com/investors/events

9

Appendix A - Selected Additional Financial Data

Twelve Months Ended December 31, 2019 Operating Segment Results

Retail

	Twelve Months Ended December 31
(millions of US dollars, except      as otherwise noted)	Dollars							Gross Margin						Gross Margin (%)
	2019		2018		% Change			2019		2018		% Change		2019		2018
Sales
Crop nutrients 1		4,989		4,577		9			1,032		923		12		21		20
Crop protection products		4,983		4,862		2			1,173		1,155		2		24		24
Seed		1,712		1,687		1			336		333		1		20		20
Merchandise 2		598		584		2			109		103		6		18		18
Services and other		939		810		16			590		521		13		63		64
		13,221		12,520		6			3,240		3,035		7		25		24
Cost of goods sold 2		9,981		9,485		5
Gross margin		3,240		3,035		7
Expenses 3		2,604		2,328		12
EBIT		636		707		(10	)
Depreciation and amortization		595		499		19
EBITDA		1,231		1,206		2

1  Includes intersegment sales. See Note 2 to the condensed consolidated financial statements.

2  Certain immaterial figures have been reclassified or grouped together for the twelve months ended December 31, 2018.

3  Includes selling expenses of $2,484 million (2018 – $2,303 million).

Potash

	Twelve Months Ended December 31
(millions of US dollars, except      as otherwise noted)	Dollars								Tonnes (thousands)						Average per Tonne
	2019		2018			% Change			2019	2018		% Change			2019		2018		% Change
Manufactured product 1
Net sales
North America		978		1,007			(3	)	4,040		4,693		(14	)		242		214		13
Offshore		1,625		1,657			(2	)	7,481		8,326		(10	)		217		199		9
		2,603		2,664			(2	)	11,521		13,019		(12	)		226		205		10
Cost of goods sold		1,103		1,182			(7	)								96		91		5
Gross margin - manufactured		1,500		1,482			1									130		114		14
Gross margin - other 2		1		2			(50	)	Depreciation and amortization							34		31		10
Gross margin - total		1,501		1,484			1
Impairment of assets		-		1,809			(100	)	Gross margin excluding depreciation
Expenses 3		298		282			6		and amortization - manufactured 4							164		145		13
EBIT		1,203		(607	)		n/m		Potash cash cost of product
Depreciation and amortization		390		404			(3	)	manufactured 4							63		60		5
EBITDA		1,593		(203	)		n/m
Adjusted EBITDA 4		1,593		1,606			(1	)

1  Includes intersegment sales. See Note 2 to the condensed consolidated financial statements.

2  Includes other potash and purchased products and is comprised of net sales of $1 million (2018 – $3 million) less cost of goods sold of $Nil (2018 – $1 million).

3  Includes provincial mining and other taxes of $287 million (2018 – $244 million).

4  See the “Non-IFRS Financial Measures” section.

10

Nitrogen

	Twelve Months Ended December 31
(millions of US dollars, except as       otherwise noted)	Dollars							Tonnes (thousands)					Average per Tonne
	2019			2018 1		% Change		2019	2018 1		% Change		2019		2018 1		% Change
Manufactured product 2
Net sales
Ammonia		743			903		(18)	2,971		3,330		(11)		250		271		(8)
Urea		932			895		4	3,037		3,003		1		307		298		3
Solutions, nitrates and    sulfates		706			729		(3)	4,262		4,265		-		166		171		(3)
		2,381			2,527		(6)	10,270		10,598		(3)		232		238		(3)
Cost of goods sold		1,749			1,777		(2)							170		168		1
Gross margin - manufactured		632			750		(16)							62		70		(11)
Gross margin - other 3		68			70		(3)	Depreciation and amortization						52		42		24
Gross margin - total		700			820		(15)	Gross margin excluding depreciation
(Income) Expenses		(4	)		47		n/m	and amortization - manufactured 4						114		112		2
EBIT		704			773		(9)	Ammonia controllable cash cost of
Depreciation and amortization		535			442		21	product manufactured 4						45		43		5
EBITDA		1,239			1,215		2

1  Restated for the reclassification of sulfate from the Phosphate segment. See the “Segment Results” section and Note 2 to the condensed consolidated financial statements.

2  Includes intersegment sales. See Note 2 to the condensed consolidated financial statements.

3  Includes other nitrogen (including ESN^® and Rainbow) and purchased products and is comprised of net sales of $467 million (2018 – $438 million) less cost of goods sold of $399 million (2018 – $368 million).

4  See the “Non-IFRS Financial Measures” section.

Phosphate

	Twelve Months Ended December 31
(millions of US dollars, except as       otherwise noted)	Dollars								Tonnes (thousands)					Average per Tonne
	2019			2018 1			% Change		2019	2018 1		% Change		2019			2018 1		% Change
Manufactured product 2
Net sales
Fertilizer		790			995			(21)	2,130		2,425		(12)		371			410		(10)
Industrial and feed		426			424			-	759		847		(10)		561			500		12
		1,216			1,419			(14)	2,889		3,272		(12)		421			434		(3)
Cost of goods sold		1,218			1,329			(8)							422			406		4
Gross margin - manufactured		(2	)		90			n/m							(1	)		28		n/m
Gross margin - other 3		(3	)		(2	)		50	Depreciation and amortization						82			59		39
Gross margin - total		(5	)		88			n/m	Gross margin excluding depreciation
Expenses		38			26			46	and amortization - manufactured 4						81			87		(7)
EBIT		(43	)		62			n/m
Depreciation and amortization		237			193			23
EBITDA		194			255			(24)

1  Restated for the reclassification of sulfate to the Nitrogen segment. See the “Segment Results” section and Note 2 to the condensed consolidated financial statements.

2  Includes intersegment sales. See Note 2 to the condensed consolidated financial statements.

3  Includes other phosphate and purchased products and is comprised of net sales of $152 million (2018 – $142 million) less cost of goods sold of $155 million (2018 – $144 million).

4  See the “Non-IFRS Financial Measures” section.

11

Selected Retail measures	Three Months Ended December 31				Twelve Months Ended December 31
	2019		2018		2019		2018
Proprietary products margin as a percentage of product line margin (%)
Crop nutrients		15		11		23		21
Crop protection products		8		8		34		37
Seed		11		16		38		38
All Products		8		8		24		25
Crop nutrients sales volumes (tonnes - thousands)
North America		1,558		1,543		8,812		8,547
International		559		447		2,236		2,142
Total		2,117		1,990		11,048		10,689
Crop nutrients selling price per tonne
North America		436		456		465		437
International		408		479		398		395
Total		428		461		452		428
Crop nutrients gross margin per tonne
North America		95		96		102		94
International		68		80		60		57
Total		88		92		93		86
Financial performance measures					2019 Target		2019 Actuals
Retail EBITDA to sales (%) 1, 2						10		9
Retail adjusted average working capital to sales (%) 1, 2						20		23
Retail cash operating coverage ratio (%) 1, 2						60		62
Retail normalized comparable store sales (%) 2								(1	)
Retail EBITDA per US selling location (thousands of US dollars) 1, 2								967

1  Rolling four quarters ended December 31, 2019.

2  See the “Non-IFRS Financial Measures” section.

Selected Nitrogen measures	Three Months Ended December 31				Twelve Months Ended December 31
	2019		2018		2019		2018
Sales volumes (tonnes - thousands)
Fertilizer		1,350		1,331		5,554		5,680
Industrial and feed		1,012		1,180		4,716		4,918
Net sales (millions of US dollars)
Fertilizer		311		359		1,466		1,444
Industrial and feed		189		287		915		1,083
Net selling price per tonne
Fertilizer		230		269		264		254
Industrial and feed		187		243		194		220
Production measures	Three Months Ended December 31				Twelve Months Ended December 31
	2019		2018		2019		2018
Potash production (Product tonnes - thousands)		1,939		3,039		11,700		12,842
Potash shutdown weeks 1		28		7		55		39
Nitrogen production (Ammonia tonnes - thousands) 2		1,401		1,547		6,164		6,372
Ammonia operating rate (%) 3		94		87		91		92
Phosphate production (P2O5 tonnes - thousands) 4		390		412		1,514		1,551
Phosphate P2O5 operating rate (%) 4		91		96		89		91

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

2  All figures are provided on a gross production basis.

3  Excludes Trinidad and Joffre.

4  Excludes Redwater. Comparative figures were restated to exclude Redwater.

12

Appendix B - Non-IFRS Financial Measures

We use both IFRS and certain non-IFRS financial measures to assess performance. Non-IFRS financial measures are numerical measures of a company’s performance, that either exclude or include amounts that are not normally excluded or included in the most directly comparable measures calculated and presented in accordance with IFRS. In evaluating these measures, investors should consider that the methodology applied in calculating such measures may differ among companies and analysts.

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

The following section outlines our non-IFRS financial measures, their definitions and why management uses each measure. It includes reconciliations to the most directly comparable IFRS measures.

EBITDA, Adjusted EBITDA and Potash Adjusted EBITDA

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

Definition: EBITDA is calculated as net earnings (loss) from continuing operations before finance costs, income taxes and depreciation and amortization. Adjusted EBITDA is calculated as net earnings (loss) from continuing operations before finance costs, income taxes, depreciation and amortization, Merger and related costs, acquisition and integration related costs, share-based compensation, defined benefit plans curtailment gain, impairment of assets, and foreign exchange gain/loss, net of related derivatives. In the fourth quarter of 2019, we amended our calculations of adjusted EBITDA and restated the comparative periods to exclude the impact of foreign exchange gain/loss, net of related derivatives, as foreign exchange changes are not indicative of our operating performance. We have also amended our calculations of adjusted EBITDA to adjust for acquisition and integration related costs for certain acquisitions such as Ruralco. There were no similar acquisitions in the comparative periods.

Why we use the measure and why it is useful to investors: These are meaningful measures because they are not impacted by long-term investment and financing decisions, but rather focus on the performance of our day-to-day operations. These provide a measure of our ability to service debt and to meet other payment obligations.

	Three Months Ended December 31						Twelve Months Ended December 31
(millions of US dollars)	2019			2018			2019		2018
Net (loss) earnings from continuing operations		(48	)		296			992		(31	)
Finance costs		141			144			554		538
Income tax (recovery) expense		(30	)		106			316		(93	)
Depreciation and amortization		436			398			1,799		1,592
EBITDA		499			944			3,661		2,006
Merger and related costs		25			27			82		170
Acquisition and integration related costs		16			-			16		-
Share-based compensation		9			(33	)		104		116
Defined benefit plans curtailment gain		-			(6	)		-		(157	)
Impairment of assets		87			-			120		1,809
Foreign exchange loss (gain), net of related derivatives		28			(8	)		42		(10	)
Adjusted EBITDA		664			924			4,025		3,934
	Three Months Ended December 31						Twelve Months Ended December 31
(millions of US dollars)	2019			2018			2019		2018
Potash EBITDA		149			394			1,593		(203	)
Impairment of assets		-			-			-		1,809
Potash adjusted EBITDA		149			394			1,593		1,606

13

Adjusted EBITDA, Adjusted Net Earnings and Adjusted Net Earnings Per Share Guidance

This guidance is provided on a non-IFRS basis. We do not provide a reconciliation of such forward-looking measures to the most directly comparable financial measures calculated and presented in accordance with IFRS due to unknown variables and the uncertainty related to future results. These unknown variables may include unpredictable transactions of significant value that may be inherently difficult to determine, without unreasonable efforts. Guidance excludes the impacts of acquisition and integration related costs, share-based compensation and foreign exchange gain/loss, net of related derivatives.

Adjusted Net Earnings and Adjusted Net Earnings Per Share

Most directly comparable IFRS financial measure: Net earnings from continuing operations and net earnings per share.

Definition: Net earnings from continuing operations before Merger and related costs, acquisition and integration related costs, share-based compensation, impairment of assets and foreign exchange gain/loss (net of related derivatives), net of tax. In the fourth quarter of 2019, we amended our calculations of adjusted net earnings to exclude the impact of foreign exchange gain/loss, net of derivatives, as foreign exchange changes are not indicative of our operating performance. We have also amended our calculations of adjusted net earnings to adjust for acquisition and integration related costs for certain acquisitions such as Ruralco.

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

	Three Months Ended December 31, 2019								Twelve Months Ended December 31, 2019
(millions of US dollars, except as      otherwise noted)	Increases (Decreases)		Post-Tax			Per Diluted Share			Increases (Decreases)		Post-Tax		Per Diluted Share
Net (loss) earnings from continuing operations				(48	)		(0.08	)				992		1.70
Adjustments:
Merger and related costs		25		15			0.02			82		62		0.10
Acquisition and integration related costs		16		11			0.02			16		12		0.02
Share-based compensation		9		6			0.01			104		79		0.14
Impairment of assets		87		53			0.09			120		91		0.16
Foreign exchange loss, net of related derivatives		28		17			0.03			42		32		0.05
Adjusted net earnings				54			0.09					1,268		2.17

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

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

Definition: Cash from operations before working capital changes less sustaining capital expenditures and cash provided by operating activities from discontinued operations. We also calculate this measure including changes in non-cash working capital.

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

	Three Months Ended December 31						Twelve Months Ended December 31
(millions of US dollars)	2019			2018			2019			2018
Cash from operations before working capital changes		489			724			3,175			3,190
Cash used in (provided by) operating activities from discontinued operations		-			26			-			(130	)
Sustaining capital expenditures		(351	)		(347	)		(1,018	)		(1,085	)
Free cash flow		138			403			2,157			1,975
Changes in non-cash working capital		1,930			1,244			490			(1,138	)
Free cash flow including changes in non-cash working capital		2,068			1,647			2,647			837

14

Potash Cash Cost of Product Manufactured (“COPM”)

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

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

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

	Three Months Ended December 31						Twelve Months Ended December 31
(millions of US dollars, except as otherwise noted)	2019			2018			2019			2018
Total COGS - Potash		211			271			1,103			1,183
Change in inventory		11			33			10			(5	)
Other adjustments		-			(4	)		(16	)		(14	)
COPM		222			300			1,097			1,164
Depreciation and amortization included in COPM		(63	)		(98	)		(355	)		(391	)
Cash COPM		159			202			742			773
Production tonnes (tonnes - thousands)		1,939			3,039			11,700			12,842
Potash cash COPM per tonne		82			67			63			60

Ammonia Controllable Cash COPM

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

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

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

	Three Months Ended December 31						Twelve Months Ended December 31
(millions of US dollars, except as otherwise noted)	2019			2018			2019			2018
Total COGS - Nitrogen		496			521			2,148			2,145
Depreciation and amortization in COGS		(122	)		(108	)		(462	)		(442	)
Cash COGS for products other than ammonia		(274	)		(286	)		(1,226	)		(1,212	)
Ammonia
Total cash COGS before other adjustments		100			127			460			491
Other adjustments 1		(22	)		-			(57	)		(28	)
Total cash COPM		78			127			403			463
Natural gas and steam costs		(52	)		(90	)		(273	)		(321	)
Controllable cash COPM		26			37			130			142
Production tonnes (net tonnes 2 - thousands)		544			843			2,887			3,320
Ammonia controllable cash COPM per tonne		48			44			45			43

1  Includes changes in inventory balances and other adjustments.

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

Gross Margin Excluding Depreciation and Amortization Per Tonne - Manufactured

Most directly comparable IFRS financial measure: Gross margin.

Definition: Gross margin from manufactured products per tonne less depreciation and amortization per tonne. Reconciliations are provided in the “Segment Results” section and “Appendix A - Selected Additional Financial Data”.

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.

15

Retail EBITDA to Sales

Most directly comparable IFRS financial measure: Retail EBITDA divided by Retail sales.

Definition: Retail EBITDA divided by Retail sales for the last four rolling quarters.

Why we use the measure and why it is useful to investors: To evaluate operational efficiency. A higher or lower percentage represents increased or decreased efficiency, respectively.

	Rolling four quarters ended December 31, 2019
(millions of US dollars, except as otherwise noted)	Q1 2019			Q2 2019		Q3 2019		Q4 2019		Total
EBITDA		(26	)		836		190		231		1,231
Sales		2,039			6,512		2,499		2,171		13,221
EBITDA to Sales (%)											9

Retail Adjusted Average Working Capital to Sales

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

Definition: Retail average working capital divided by Retail sales for the last four rolling quarters excluding working capital acquired in the quarter certain recent acquisitions, such as Ruralco, were completed.

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.

	Rolling four quarters ended December 31, 2019
(millions of US dollars, except as otherwise noted)	Q1 2019		Q2 2019		Q3 2019			Q4 2019			Average/Total
Working capital		3,190		3,741		3,699			1,759
Working capital from certain recent acquisitions		-		-		(75	)		(138	)
Adjusted working capital		3,190		3,741		3,624			1,621			3,044
Sales		2,039		6,512		2,499			2,171			13,221
Adjusted average working capital to sales (%)												23

Retail Cash Operating Coverage Ratio

Most directly comparable IFRS financial measure: Retail operating expenses ¹ as a percentage of Retail gross margin.

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

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

	Rolling four quarters ended December 31, 2019
(millions of US dollars, except as otherwise noted)	Q1 2019			Q2 2019			Q3 2019			Q4 2019			Total
Gross margin		409			1,440			655			736			3,240
Depreciation and amortization in cost of goods sold		2			1			2			2			7
Gross margin excluding depreciation and amortization		411			1,441			657			738			3,247
Operating expenses		571			749			617			667			2,604
Depreciation and amortization in operating expenses		(132	)		(143	)		(150	)		(160	)		(585	)
Operating expenses excluding depreciation and amortization		439			606			467			507			2,019
Cash operating coverage ratio (%)														62

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

16

Retail EBITDA per US Selling Location

Most directly comparable IFRS financial measure: Retail US EBITDA.

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

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

	Rolling four quarters ended December 31, 2019
(millions of US dollars, except as otherwise noted)	Q1 2019			Q2 2019		Q3 2019		Q4 2019		Total
US EBITDA		(58	)		672		142		143		899
Adjustments for acquisitions											(27	)
US EBITDA adjusted for acquisitions											872
Number of US selling locations adjusted for acquisitions											902
EBITDA per US selling location (thousands of US dollars)											967

Retail Normalized Comparable Store Sales

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

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

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

	Twelve Months Ended December 31
(millions of US dollars, except as otherwise noted)	2019			2018
Sales from comparable base
Current period		12,568			12,253
Prior period		12,520	1		12,103
Comparable store sales (%)		0			1
Prior period normalized for benchmark prices and foreign exchange rates		12,636	1		12,363
Normalized comparable store sales (%)		(1	)		(1	)

1  Certain immaterial figures have been reclassified for 2018.

17

Unaudited In millions of US dollars except as otherwise noted  

Condensed Consolidated Financial Statements

Condensed Consolidated Statements of (Loss) Earnings

		Three Months Ended December 31						Twelve Months Ended December 31
		2019			2018			2019			2018
					Note 1						Note 1
SALES	Note 2		3,442			3,762			20,023			19,636
Freight, transportation and distribution			172			189			768			864
Cost of goods sold			2,256			2,314			13,814			13,380
GROSS MARGIN			1,014			1,259			5,441			5,392
Selling expenses			670			579			2,505			2,337
General and administrative expenses			117			111			404			423
Provincial mining and other taxes			39			58			292			250
Share-based compensation expense (recovery)			9			(33	)		104			116
Impairment of assets			87			-			120			1,809
Other expenses (income)			29			(2	)		154			43
EARNINGS BEFORE FINANCE COSTS AND INCOME TAXES			63			546			1,862			414
Finance costs			141			144			554			538
(LOSS) EARNINGS BEFORE INCOME TAXES			(78	)		402			1,308			(124	)
Income tax (recovery) expense			(30	)		106			316			(93	)
NET (LOSS) EARNINGS FROM CONTINUING OPERATIONS			(48	)		296			992			(31	)
Net earnings from discontinued operations			-			2,906			-			3,604
NET (LOSS) EARNINGS			(48	)		3,202			992			3,573
NET (LOSS) EARNINGS PER SHARE FROM CONTINUING OPERATIONS
Basic			(0.08	)		0.48			1.70			(0.05	)
Diluted			(0.08	)		0.48			1.70			(0.05	)
NET EARNINGS PER SHARE FROM DISCONTINUED OPERATIONS
Basic			-			4.75			-			5.77
Diluted			-			4.74			-			5.77
NET (LOSS) EARNINGS PER SHARE (“EPS”)
Basic			(0.08	)		5.23			1.70			5.72
Diluted			(0.08	)		5.22			1.70			5.72
Weighted average shares outstanding for basic EPS			572,916,000			612,151,000			582,269,000			624,900,000
Weighted average shares outstanding for diluted EPS			572,916,000			612,947,000			583,102,000			624,900,000
Condensed Consolidated Statements of Comprehensive Income
		Three Months Ended December 31						Twelve Months Ended December 31
(Net of related income taxes)		2019			2018			2019			2018
NET (LOSS) EARNINGS			(48	)		3,202			992			3,573
Other comprehensive income (loss)
Items that will not be reclassified to net (loss) earnings:
Net actuarial gain (loss) on defined benefit plans			7			(2	)		7			54
Net fair value gain (loss) on investments			1			(20	)		(25	)		(99	)
Items that have been or may be subsequently reclassified to net (loss) earnings:
Gain (loss) on currency translation of foreign operations			83			(103	)		47			(249	)
Other			2			(3	)		7			(8	)
OTHER COMPREHENSIVE INCOME (LOSS)			93			(128	)		36			(302	)
COMPREHENSIVE INCOME			45			3,074			1,028			3,271

 (See Notes to the Condensed Consolidated Financial Statements)

18

Unaudited In millions of US dollars except as otherwise noted  

Condensed Consolidated Statements of Cash Flows

	Three Months Ended December 31						Twelve Months Ended December 31
	2019			2018			2019			2018
				Note 1						Note 1
OPERATING ACTIVITIES
Net (loss) earnings		(48	)		3,202			992			3,573
Adjustments for:
Depreciation and amortization		436			398			1,799			1,592
Share-based compensation		9			(33	)		104			116
Impairment of assets		87			-			120			1,809
(Recovery of) provision for deferred income tax		(1	)		(232	)		177			(290	)
Gain on sale of investments in Sociedad Quimica y Minera de Chile S.A. (“SQM”) and Arab Potash Company		-			(3,558	)		-			(4,399	)
Income tax related to the sale of the investment in SQM		-			977			-			977
Other long-term liabilities and miscellaneous		6			(30	)		(17	)		(188	)
Cash from operations before working capital changes		489			724			3,175			3,190
Changes in non-cash operating working capital:
Receivables		1,363			1,351			(64	)		(153	)
Inventories		(1,049	)		(1,011	)		190			(887	)
Prepaid expenses and other current assets		(1,039	)		(176	)		(238	)		561
Payables and accrued charges		2,655			1,080			602			(659	)
CASH PROVIDED BY OPERATING ACTIVITIES		2,419			1,968			3,665			2,052
INVESTING ACTIVITIES
Additions to property, plant and equipment		(551	)		(492	)		(1,728	)		(1,405	)
Additions to intangible assets		(45	)		(51	)		(163	)		(102	)
Business acquisitions, net of cash acquired		(74	)		(48	)		(911	)		(433	)
Proceeds from disposal of discontinued operations, net of tax		-			3,561			55			5,394
Purchase of investments		(34	)		(12	)		(198	)		(135	)
Cash acquired in Merger		-			-			-			466
Other		39			26			147			102
CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES		(665	)		2,984			(2,798	)		3,887
FINANCING ACTIVITIES
Transaction costs on long-term debt		-			-			(29	)		(21	)
(Repayment of) proceeds from short-term debt, net		(1,318	)		(4,141	)		216			(927	)
Proceeds from long-term debt		-			-			1,510			-
Repayment of long-term debt		-			(4	)		(1,010	)		(12	)
Repayment of principal portion of lease liabilities		(68	)		-			(234	)		-
Dividends paid		(258	)		(244	)		(1,022	)		(952	)
Repurchase of common shares		-			(137	)		(1,930	)		(1,800	)
Issuance of common shares		2			-			20			7
CASH USED IN FINANCING ACTIVITIES		(1,642	)		(4,526	)		(2,479	)		(3,705	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		(9	)		(14	)		(31	)		(36	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		103			412			(1,643	)		2,198
CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD		568			1,902			2,314			116
CASH AND CASH EQUIVALENTS – END OF PERIOD		671			2,314			671			2,314
Cash and cash equivalents comprised of:
Cash		532			1,506			532			1,506
Short-term investments		139			808			139			808
		671			2,314			671			2,314
SUPPLEMENTAL CASH FLOWS INFORMATION
Interest paid		152			141			505			507
Income taxes paid		28			1,032			29			1,155
Total cash outflow for leases		92			-			345			-

 (See Notes to the Condensed Consolidated Financial Statements)

19

Unaudited In millions of US dollars except as otherwise noted  

Condensed Consolidated Statements of Changes in Shareholders’ Equity

							Accumulated Other Comprehensive (Loss) Income (“AOCI”)
	Share Capital			Contributed Surplus			Net Fair Value Gain (Loss) on Investments			Net Actuarial Gain on Defined Benefit Plans 1			Loss on Currency Translation of Foreign Operations			Other			Total AOCI			Retained Earnings			Total Equity 2
BALANCE – DECEMBER 31, 2017		1,806			230			73			-			(2	)		(46	)		25			6,242			8,303
Merger impact		15,898			7			-			-			-			-			-			(1	)		15,904
Net earnings		-			-			-			-			-			-			-			3,573			3,573
Other comprehensive (loss) income		-			-			(99	)		54			(249	)		(8	)		(302	)		-			(302	)
Shares repurchased		(998	)		(23	)		-			-			-			-			-			(831	)		(1,852	)
Dividends declared		-			-			-			-			-			-			-			(1,273	)		(1,273	)
Effect of share-based compensation including issuance of common shares		34			17			-			-			-			-			-			-			51
Transfer of net loss on sale of investment		-			-			19			-			-			-			19			(19	)		-
Transfer of net loss on cash flow hedges		-			-			-			-			-			21			21			-			21
Transfer of net actuarial gain on defined benefit plans		-			-			-			(54	)		-			-			(54	)		54			-
BALANCE – DECEMBER 31, 2018		16,740			231			(7	)		-			(251	)		(33	)		(291	)		7,745			24,425
Net earnings		-			-			-			-			-			-			-			992			992
Other comprehensive (loss) income		-			-			(25	)		7			47			7			36			-			36
Shares repurchased		(992	)		-			-			-			-			-			-			(886	)		(1,878	)
Dividends declared		-			-			-			-			-			-			-			(754	)		(754	)
Effect of share-based compensation including issuance of common shares		23			17			-			-			-			-			-			-			40
Transfer of net loss on investment		-			-			3			-			-			-			3			(3	)		-
Transfer of net loss on cash flow hedges		-			-			-			-			-			8			8			-			8
Transfer of net actuarial gain on defined benefit plans		-			-			-			(7	)		-			-			(7	)		7			-
BALANCE – DECEMBER 31, 2019		15,771			248			(29	)		-			(204	)		(18	)		(251	)		7,101			22,869

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

2  All equity transactions were attributable to common shareholders.

(See Notes to the Condensed Consolidated Financial Statements)

20

Unaudited In millions of US dollars except as otherwise noted  

Condensed Consolidated Balance Sheets

As at		December 31, 2019			December 31, 2018
ASSETS
Current assets
Cash and cash equivalents			671			2,314
Receivables			3,542			3,342
Inventories			4,975			4,917
Prepaid expenses and other current assets			1,477			1,089
			10,665			11,662
Non-current assets
Property, plant and equipment	Note 1		20,335			18,796
Goodwill			11,986			11,431
Other intangible assets			2,428			2,210
Investments			821			878
Other assets			564			525
TOTAL ASSETS			46,799			45,502
LIABILITIES
Current liabilities
Short-term debt			976			629
Current portion of long-term debt			502			995
Current portion of lease liabilities	Note 1		214			8
Payables and accrued charges			7,437			6,703
			9,129			8,335
Non-current liabilities
Long-term debt			8,553			7,579
Lease liabilities	Note 1		859			12
Deferred income tax liabilities			3,145			2,907
Pension and other post-retirement benefit liabilities			433			395
Asset retirement obligations and accrued environmental costs			1,650			1,673
Other non-current liabilities			161			176
TOTAL LIABILITIES			23,930			21,077
SHAREHOLDERS’ EQUITY
Share capital			15,771			16,740
Contributed surplus			248			231
Accumulated other comprehensive loss			(251	)		(291	)
Retained earnings			7,101			7,745
TOTAL SHAREHOLDERS’ EQUITY			22,869			24,425
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY			46,799			45,502

(See Notes to the Condensed Consolidated Financial Statements)

21

Unaudited In millions of US dollars except as otherwise noted  

Notes to the Condensed Consolidated Financial Statements

As at and for the Three and Twelve Months Ended December 31, 2019

NOTE 1  BASIS OF PRESENTATION

Nutrien Ltd. (collectively with its subsidiaries, known as “Nutrien”, “we”, “us, “our” or the “Company”) is the world’s largest provider of crop inputs and services. Nutrien plays a critical role in helping growers around the globe increase food production in a sustainable manner. Disclosures related to the merger of Potash Corporation of Saskatchewan Inc. and Agrium Inc. (the “Merger”) can be found in Note 3 of our 2018 annual consolidated financial statements.

Our accounting policies are in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). The accounting policies and methods of computation used in preparing these unaudited condensed consolidated financial statements are consistent with those used in the preparation of our 2018 annual consolidated financial statements, with the exception of IFRS 16, “Leases” (“IFRS 16”), which was adopted effective January 1, 2019, and resulted in an increase to property, plant and equipment and recognition of lease liabilities of approximately $1 billion at January 1, 2019. Other impacts from adoption of IFRS 16 are disclosed in Note 13 of our first quarter 2019 unaudited condensed consolidated financial statements.

These unaudited condensed consolidated financial statements include the accounts of Nutrien and its subsidiaries; however, they do not include all disclosures normally provided in annual consolidated financial statements and should be read in conjunction with our 2018 annual consolidated financial statements. Our 2019 annual consolidated financial statements which are expected to be issued in February 2020 will include additional information under IFRS.

Certain immaterial 2018 figures have been reclassified or grouped together in the condensed consolidated statements of earnings, condensed consolidated statements of cash flows, and in the segment information.

In management’s opinion, the unaudited condensed consolidated financial statements include all adjustments necessary to fairly present such information in all material respects.

NOTE 2  SEGMENT INFORMATION

The Company’s four reportable operating segments are: Retail, Potash, Nitrogen and Phosphate. The Retail segment distributes crop nutrients, crop protection products, seed and merchandise, and provides services directly to growers through a network of farm centers in North and South America and Australia. The Potash, Nitrogen and Phosphate segments are differentiated by the chemical nutrient contained in the products that each produces. In the first quarter of 2019, our Chief Operating Decision Maker reassessed product groupings and decided to evaluate the performance of ammonium sulfate as part of the Nitrogen segment, rather than the Phosphate and Sulfate segment, as previously reported in our 2018 annual consolidated financial statements. Comparative amounts for the Nitrogen and Phosphate segments were restated, including EBITDA, which is calculated as net earnings (loss) from continuing operations before finance costs, income taxes and depreciation and amortization. For the three months ended December 31, 2018, Nitrogen reflected increases of $30, $8 and $12 in sales, gross margin and EBITDA, respectively, and for the twelve months ended December 31, 2018, Nitrogen reflected increases of $121, $40 and $53 in sales, gross margin and EBITDA, respectively, as well as $377 in assets as at December 31, 2018, with corresponding decreases in Phosphate. In addition, the “Others” segment was renamed to “Corporate and Others”.

22

Unaudited In millions of US dollars except as otherwise noted  

	Three Months Ended December 31, 2019
	Retail			Potash			Nitrogen			Phosphate			Corporate and Others			Eliminations			Consolidated
Sales   – third party		2,161			374			575			298			34			-			3,442
– intersegment		10			29			125			43			-			(207	)		-
Sales   – total		2,171			403			700			341			34			(207	)		3,442
Freight, transportation and distribution		-			53			97			54			-			(32	)		172
Net sales		2,171			350			603			287			34			(175	)		3,270
Cost of goods sold		1,435			211			496			281			34			(201	)		2,256
Gross margin		736			139			107			6			-			26			1,014
Selling expenses		668			2			4			-			(4	)		-			670
General and administrative expenses		30			6			4			4			73			-			117
Provincial mining and other taxes		-			50			-			-			(11	)		-			39
Share-based compensation expense		-			-			-			-			9			-			9
Impairment of assets		-			-			-			-			87			-			87
Other (income) expenses		(31	)		(2	)		(19	)		5			76			-			29
Earnings (loss) before finance costs and income taxes		69			83			118			(3	)		(230	)		26			63
Depreciation and amortization		162			66			141			57			10			-			436
EBITDA		231			149			259			54			(220	)		26			499
Assets – at December 31, 2019		19,990			11,696			10,991			2,198			2,129			(205	)		46,799

	Three Months Ended December 31, 2018
	Retail			Potash		Nitrogen 1			Phosphate 1		Corporate and Others			Eliminations			Consolidated
Sales   – third party		2,003			648		675			399		37			-			3,762
– intersegment		14			40		164			65		-			(283	)		-
Sales   – total		2,017			688		839			464		37			(283	)		3,762
Freight, transportation and distribution		-			51		94			58		-			(14	)		189
Net sales		2,017			637		745			406		37			(269	)		3,573
Cost of goods sold		1,355			271		521			393		37			(263	)		2,314
Gross margin		662			366		224			13		-			(6	)		1,259
Selling expenses		571			5		8			2		(7	)		-			579
General and administrative expenses		27			2		3			3		76			-			111
Provincial mining and other taxes		-			56		1			-		1			-			58
Share-based compensation recovery		-			-		-			-		(33	)		-			(33	)
Other (income) expenses		(18	)		1		(1	)		8		8			-			(2	)
Earnings (loss) before finance costs and income taxes		82			302		213			-		(45	)		(6	)		546
Depreciation and amortization		132			92		108			53		13			-			398
EBITDA		214			394		321			53		(32	)		(6	)		944
Assets – at December 31, 2018		17,964			11,710		10,386			2,406		3,678			(642	)		45,502

1  Comparative figures have been restated to reflect the change in the sulfate product grouping from Phosphate and Sulfate to Nitrogen.

23

Unaudited In millions of US dollars except as otherwise noted  

	Twelve Months Ended December 31, 2019
	Retail			Potash			Nitrogen			Phosphate			Corporate and Others			Eliminations			Consolidated
Sales    – third party		13,183			2,702			2,608			1,397			133			-			20,023
– intersegment		38			207			612			203			-			(1,060	)		-
Sales    – total		13,221			2,909			3,220			1,600			133			(1,060	)		20,023
Freight, transportation and distribution		-			305			372			232			-			(141	)		768
Net sales		13,221			2,604			2,848			1,368			133			(919	)		19,255
Cost of goods sold		9,981			1,103			2,148			1,373			133			(924	)		13,814
Gross margin		3,240			1,501			700			(5	)		-			5			5,441
Selling expenses		2,484			9			25			5			(18	)		-			2,505
General and administrative expenses		112			6			15			7			264			-			404
Provincial mining and other taxes		-			287			2			1			2			-			292
Share-based compensation expense		-			-			-			-			104			-			104
Impairment of assets		-			-			-			-			120			-			120
Other expenses (income)		8			(4	)		(46	)		25			171			-			154
Earnings (loss) before finance costs and income taxes		636			1,203			704			(43	)		(643	)		5			1,862
Depreciation and amortization		595			390			535			237			42			-			1,799
EBITDA		1,231			1,593			1,239			194			(601	)		5			3,661
Assets – at December 31, 2019		19,990			11,696			10,991			2,198			2,129			(205	)		46,799
	Twelve Months Ended December 31, 2018
	Retail			Potash			Nitrogen 1			Phosphate 1			Corporate and Others			Eliminations			Consolidated
Sales   – third party		12,470			2,796			2,712			1,508			150			-			19,636
– intersegment		50			220			626			268			-			(1,164	)		-
Sales    – total		12,520			3,016			3,338			1,776			150			(1,164	)		19,636
Freight, transportation and distribution		-			349			373			215			-			(73	)		864
Net sales		12,520			2,667			2,965			1,561			150			(1,091	)		18,772
Cost of goods sold		9,485			1,183			2,145			1,473			150			(1,056	)		13,380
Gross margin		3,035			1,484			820			88			-			(35	)		5,392
Selling expenses		2,303			14			32			10			(22	)		-			2,337
General and administrative expenses		100			10			20			9			284			-			423
Provincial mining and other taxes		-			244			3			1			2			-			250
Share-based compensation expense		-			-			-			-			116			-			116
Impairment of assets		-			1,809			-			-			-			-			1,809
Other (income) expenses		(75	)		14			(8	)		6			106			-			43
Earnings (loss) before finance costs and income taxes		707			(607	)		773			62			(486	)		(35	)		414
Depreciation and amortization		499			404			442			193			54			-			1,592
EBITDA		1,206			(203	)		1,215			255			(432	)		(35	)		2,006
Assets – at December 31, 2018		17,964			11,710			10,386			2,406			3,678			(642	)		45,502

 1  Comparative figures have been restated to reflect the change in the sulfate product grouping from Phosphate and Sulfate to Nitrogen.

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