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: November, 2019

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):  ☐

Exhibits 99.2 and 99.3 to this report on Form 6-K shall be incorporated by reference into the registrant’s Registration Statements on Form S-8 (File Nos. 333-222384, 333-222385 and 333-226295) and on Form F-10 (File No. 333-223273) under the Securities Act of 1933, as amended.

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: November 4, 2019	By:	/s/ Robert A. Kirkpatrick
	Name:	Robert A. Kirkpatrick
	Title:	VP & Corporate Secretary

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	News Release dated November 4, 2019
99.2	Management’s Discussion and Analysis
99.3	Interim Financial Statements and Notes

EX-99.1

Exhibit 99.1

	News Release
NYSE, TSX: NTR

November 4, 2019 – all amounts are in US dollars

Nutrien Impacted by a Temporary Slowdown

in Fertilizer Demand; Positive 2020 Outlook

Nutrien Ltd. (Nutrien) announced today its 2019 third-quarter results, with net earnings from continuing operations of $141 million ($0.24 diluted earnings per share). Third-quarter adjusted net earnings was $0.24 per share and adjusted EBITDA was $785 million. Adjusted net earnings (total and per share amounts), and adjusted EBITDA, together with the related annual guidance, Potash adjusted EBITDA and free cash flow are non-IFRS financial measures. See “Non-IFRS Financial Measures” section for further information.

“Nutrien’s third-quarter results and fourth-quarter expectations are impacted by short term market softness. However, we believe that agriculture fundamentals are starting to strengthen and we expect 2020 to be a strong year for crop input demand for which we are well positioned to benefit,” commented Chuck Magro, Nutrien’s President and CEO.

“Over the course of the year, we have allocated capital to grow our Retail business while continuing to return significant capital to our shareholders. That is what our integrated business model is designed to do, and we remain confident that it will drive significant long-term value creation,” added Mr. Magro.

Highlights:

• Retail performed very well with EBITDA increasing 64 percent in the third quarter of 2019 compared to the same period last year due to the delayed timing of crop input demand in the US and stronger margins. Nutrien’s sales, service and supply chain strength helped to grow share in key markets on a year-to-date basis.

• Potash adjusted EBITDA was down 14 percent in the third quarter of 2019 compared to the third quarter of 2018 due to lower sales volumes caused by a temporary reduction in global demand.

• Nitrogen EBITDA in the third quarter was 9 percent lower than the same period last year due primarily to lower net realized selling prices for ammonia.

• Nutrien generated $2.0 billion in free cash flow in the first nine months of 2019, up 28 percent from the same period in 2018.

• Nutrien announced the close of its acquisition of Ruralco Holdings Limited at the end of the quarter, the third largest agriculture retailer in Australia.

• Nutrien full-year 2019 adjusted net earnings per share and adjusted EBITDA guidance were lowered to $2.30 to $2.55 per share and $4.0 to $4.3 billion, respectively.

1

Management’s Discussion and Analysis

The following management’s discussion and analysis (“MD&A”) is the responsibility of management and is dated as of November 4, 2019. The Board of Directors (“Board”) of Nutrien carries out its responsibility for review of this disclosure principally through its audit committee, comprised exclusively of independent directors. The audit committee reviews and, prior to its publication approves this disclosure pursuant to the authority delegated to it by the Board. The term “Nutrien” refers to Nutrien Ltd. and the terms “we,” “us,” “our,” “Nutrien” and “the Company” refer to Nutrien and, as applicable, Nutrien and its direct and indirect subsidiaries as a group. Additional information relating to Nutrien (which, except as otherwise noted, is not incorporated by reference herein), including our 2018 Annual Report dated February 20, 2019, which includes our consolidated financial statements and management’s discussion and analysis and our Annual Information Form, each for the year ended December 31, 2018, can be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. The Company is a foreign private issuer under the rules and regulations of the US Securities and Exchange Commission (“SEC”).

This MD&A is based on the Company’s unaudited interim condensed consolidated financial statements as at and for the three and nine months ended September 30, 2019 (“interim financial statements”) prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) and prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting” unless otherwise stated. It contains certain non-IFRS financial measures and forward-looking statements which are described in the “Non-IFRS Financial Measures” section and the “Forward-Looking Statements” section respectively. For the definitions of financial and non-financial terms used in this MD&A, 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. 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.

Market Outlook

Agriculture and Retail

• US corn and soybean prices have increased by approximately 10 percent from summertime lows, as the shortened growing season is expected to lead to lower yields and harvested acreage, particularly after parts of the Northern Corn Belt received frost in mid-October.

We believe this will tighten crop inventories and result in approximately 12 million, or about 7 percent, more US corn and soybean acres to be planted in 2020, which is expected to support crop input demand. While there is strong underlying demand for a heavy crop input application season this fall, there is significant risk of a shortened application window created by the late harvest in both the US and Canada.

• South American corn and soybean prices have increased by approximately 20 percent since July 2019 and growers in Brazil are expected to increase soybean and safrinha corn planting by a combined four to five million acres, or 3 to 4 percent, over last year’s level. We expect this growth to translate into a meaningful increase in crop input demand.

• Weak palm oil prices had a significant impact on potash demand in South East Asia this quarter. However, prices have recently improved, partly due to new biofuel policy developments in Indonesia and Malaysia.

• Australia continues to experience drought conditions which could limit crop production and input use over the coming year.

Crop Nutrient Markets

• Global potash prices declined during the third quarter of 2019 as customers in key offshore markets drew from inventories built by strong first-half 2019 shipments, delaying new annual contracts in China and India. Global producers announced curtailments to rebalance supply over the near term.

We anticipate potash demand to remain subdued through the fourth quarter of 2019 as customers continue to draw down inventory. We are lowering our 2019 projection of global potash deliveries to 64 to 65 million tonnes (previously 65-67 million tonnes). We are also further lowering our potash sales volume guidance to 11.6 to 12.0 million tonnes, which represents an incremental 300,000 tonnes impact to the 700,000 tonne downward revision announced on September 11, 2019 (potash sales volume guidance provided on July 29, 2019 was 12.6 to 13.0 million tonnes).

2

We expect global potash deliveries to rebound to 67 to 69 million tonnes in 2020 as offshore inventories are depleted, Western Hemisphere planted acreage increases significantly and affordability for growers remains attractive with improved prices for corn, soybeans and palm oil.

• Global ammonia benchmark prices have increased from third quarter 2019 lows as a result of several unplanned production outages and improved demand, while US urea import prices have recently come under pressure. We expect strong seasonal nitrogen demand, supported by higher planted acreage in the US and Brazil, and strong demand in India due to favorable monsoon conditions and supportive government policies.

• Dry phosphate fertilizer prices continue to be pressured by the combination of increased supply from Saudi Arabia and Morocco, strong exports from China and lower raw material prices. Liquid fertilizer and industrial phosphates prices continue to demonstrate more stability.

Financial Outlook and Guidance

Based on our nine-month results and market factors detailed above, we have lowered 2019 adjusted net earnings guidance to $2.30 to $2.55 per share (previously $2.70 to $3.00 per share) and adjusted EBITDA guidance to $4.0 to $4.3 billion (previously $4.35 to $4.70 billion). For additional adjustments to related guidance, please see the table below.

The related sensitivities can be found on page 62 of Nutrien’s 2018 Annual Report.

All guidance numbers, including those noted above are outlined in the table below.

2019 Guidance Ranges 1	Low		High
Adjusted net earnings per share 2	$	2.30	$	2.55
Adjusted EBITDA (billions) 2	$	4.00	$	4.30
Retail EBITDA (billions)	$	1.20	$	1.30
Potash EBITDA (billions)	$	1.60	$	1.70
Nitrogen EBITDA (billions)	$	1.30	$	1.35
Phosphate EBITDA (millions)	$	175	$	200
Potash sales tonnes (millions) 3		11.6		12.0
Nitrogen sales tonnes (millions) 3		10.6		10.8
Depreciation and amortization (billions)	$	1.80	$	1.90
Merger and related costs (millions)	$	60	$	70
Effective tax rate on continuing operations		23%		25%
Sustaining capital expenditures (billions)	$	1.0	$	1.1

1 See the “Forward-Looking Statements” section of this MD&A.

2 See the “Non-IFRS Financial Measures” section of this MD&A.

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

3

Consolidated Results

	Three Months Ended September 30								Nine Months Ended September 30
(millions of US dollars)	2019		2018			% Change			2019		2018			% Change
Sales 1		4,134		3,990			4			16,482		15,761			5
Freight, transportation and distribution		246		253			(3	)		667		675			(1	)
Cost of goods sold 1		2,748		2,582			6			11,388		10,953			4
Gross margin		1,140		1,155			(1	)		4,427		4,133			7
Expenses		812		2,514			(68	)		2,628		4,265			(38	)
Net earnings (loss) from continuing operations		141		(1,067	)		n/m			1,040		(327	)		n/m
Net earnings from discontinued operations		-		23			(100	)		-		698			(100	)
Net earnings (loss)		141		(1,044	)		n/m			1,040		371			180
EBITDA 2		785		(932	)		n/m			3,162		1,062			198
Adjusted EBITDA 2		785		839			(6	)		3,347		3,012			11
Free Cash Flow 2		329		422			(22	)		2,019		1,572			28
1 Certain immaterial figures have been reclassified or grouped together for the three and nine months ended September 30, 2018.
2 See the “Non-IFRS Financial Measures” section.

Our third-quarter and first-nine months of 2019 net earnings from continuing operations increased compared to the same periods in 2018 due to a non-cash impairment of our New Brunswick potash facility in 2018, the continued benefit of Merger related synergies and operational improvements, higher potash net realized prices, and strong performance by Retail in the third quarter of 2019 where a compressed US growing season supported demand for higher margin products and services. Net earnings from continuing operations in the 2019 periods were negatively impacted by lower sales of produced crop nutrients caused by a temporary slow down of global demand and the timing of the US application season.

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 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 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 nine months ended September 30, 2019 to the results for the three and nine months ended September 30, 2018, unless otherwise noted. See Appendix A for a summary of our results for the nine months ended September 30, 2019 by operating segment.

4

Retail

(millions of US dollars, except        as otherwise noted)	Three Months Ended September 30
	Dollars								Gross Margin							Gross Margin (%)
	2019		2018			% Change			2019		2018		% Change			2019		2018
Sales
Crop nutrients 1		769		650			18			175		142		23			23		22
Crop protection products		1,318		1,086			21			303		236		28			23		22
Seed		60		60			-			17		14		21			28		23
Merchandise 2		135		161			(16	)		22		27		(19	)		16		17
Services and other		217		174			25			138		114		21			64		66
		2,499		2,131			17			655		533		23			26		25
Cost of goods sold 2		1,844		1,598			15
Gross margin		655		533			23
Expenses 3		617		539			14
Earnings (loss) before finance costs and taxes (“EBIT”)		38		(6	)		n/m
Depreciation and amortization		152		122			25
EBITDA		190		116			64

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

  2 Certain immaterial figures have been reclassified or grouped together for the three months ended September 30, 2018.

  3 Includes selling expenses of $601 million (2018 – $552 million).

• EBITDA was higher in the third quarter of 2019 as a higher proportion of crop nutrients and crop protection products applications were made in the US during the quarter due to the impact of a wet spring. EBITDA increased in the first nine months of 2019 as sales, service and supply chain strength helped to grow share in key markets. Gross margin percentage increased in the third quarter due to a favorable sales mix of product, and gross margin percentage for the first nine months of 2019 is now in-line with 2018 levels. Expenses as a proportion of sales in the third quarter and first nine months of 2019 were similar to the same periods in 2018.

• Crop nutrients sales increased in the third quarter and first nine months of 2019 due to higher sales volumes and selling prices. Gross margin percentage also increased in the periods due to strategic purchasing and an increased mix of higher margin specialty and proprietary products.

• Crop protection products sales in the third quarter and first nine months of 2019 increased as US farmers made more in-season applications due to the excessive moisture experienced earlier in the year. Gross margin percentage increased in the third quarter and was stable in the first nine months of 2019 due to favorable sales product mix and strategic purchasing. This offset the impact of higher competition in an abbreviated pre-emergence season and higher costs of raw materials sourced from China.

• Seed sales in the third quarter were comparable to the same period last year as higher sales in North America more than offset lower Australian sales, which was caused by prolonged drought conditions. Seed sales in the first nine months of 2019 increased as a result of a greater proportion of sales from higher value corn and cotton seed, which more than offset the impact of lower planted acreage in the US. Gross margin percentage was higher in the third quarter and flat in the first nine months of 2019 due to the timing of vendor programs, which offset replanting discounts earlier in 2019.

• Services and other sales were higher in the third quarter and first nine months of 2019 due mostly to increased US applications and services resulting from a condensed growing season, as well as the timing of Australian livestock commissions. Gross margin percentage decreased in the quarter compared to the previous year due to the lower margin livestock commissions, while gross margin percentage for the first nine months of 2019 increased significantly due to a greater proportion of higher margin North American sales.

5

Potash

(millions of US dollars, except     as otherwise noted)	Three Months Ended September 30
	Dollars								Tonnes (thousands)						Average per Tonne
	2019		2018			% Change			2019	2018		% Change			2019		2018		% Change
Manufactured product 1
Net sales
North America		330		358			(8	)	1,438		1,678		(14	)		229		213		8
Offshore		379		458			(17	)	1,823		2,180		(16	)		208		210		(1	)
		709		816			(13	)	3,261		3,858		(15	)		218		212		3
Cost of goods sold		303		358			(15	)								94		93		1
Gross margin - manufactured		406		458			(11	)								124		119		4
Gross margin - other 2		-		1			(100	)	Depreciation and amortization							34		33		3
Gross margin - total		406		459			(12	)
Impairment of assets		-		1,809			(100	)	Gross margin excluding depreciation
Expenses 3		86		89			(3	)	and amortization - manufactured 4							158		152		4
EBIT		320		(1,439	)		n/m		Potash cash cost of product
Depreciation and amortization		110		128			(14	)	manufactured 4							62		56		11
EBITDA		430		(1,311	)		n/m
Adjusted EBITDA 4		430		498			(14	)
1 Includes intersegment sales. See Note 2 to the interim 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 $83 million (2018 – $78 million). 4 See the “Non-IFRS Financial Measures” section.

• EBITDA was higher in the third quarter and first nine months of 2019 due to a non-cash impairment of our New Brunswick potash facility in the same periods of 2018. Adjusted EBITDA decreased in the third quarter of 2019 due mostly to lower sales volumes. Adjusted EBITDA in the first nine months of 2019 was higher than the same period last year as higher net realized selling prices more than offset lower sales volumes and previously announced changes to the Saskatchewan government tax structure.

• Sales volumes in North America were the second highest of any third quarter, down only from the third quarter record of 2018. North American sales volumes in the first nine months of 2019 were lower due to a wet US spring which postponed some applications. Offshore sales volumes were lower in the third quarter of 2019 as customers in key markets drew upon inventory levels, however, offshore sales volumes for the first nine months of 2019 were the highest on record due to strong demand in the first half of 2019.

• Net realized selling price increased in the third quarter of 2019 due to higher prices in the North American market. Offshore net realized selling prices in the third quarter were lower than the previous period reflecting pressure from the slowdown in offshore demand and adjustments to Nutrien’s provisional selling price to Canpotex. North American and Offshore net realized selling prices were higher during the first nine months of 2019, similar to increases in major global benchmark prices.

• Cost of goods sold per tonne was largely unchanged in the third quarter and first nine months of 2019 as higher royalties and higher costs resulting from the timing of mine maintenance were offset by favorable foreign exchange rate changes. Potash cash cost of product manufactured increased in the periods mostly due to the timing of mine maintenance and lower production volumes.

Canpotex Sales by Market

(percentage of sales volumes, except as    otherwise noted)	Three Months Ended September 30							Nine Months Ended September 30
	2019		2018		% Change			2019		2018		% Change
Latin America		44		40		10			31		33		(6	)
Other Asian markets 1		21		37		(43	)		27		32		(16	)
China		16		7		129			23		18		28
India		12		11		9			11		9		22
Other markets		7		5		40			8		8		-
		100		100					100		100
1 All Asian markets except China and India.

6

Nitrogen

	Three Months Ended September 30
(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		144		190		(24	)	715		750		(5	)		203		253		(20	)
Urea		221		198		12		726		691		5			304		286		6
Solutions, nitrates and sulfates		168		182		(8	)	1,081		1,122		(4	)		155		163		(5	)
		533		570		(6	)	2,522		2,563		(2	)		211		222		(5	)
Cost of goods sold		416		419		(1	)								165		164		1
Gross margin - manufactured		117		151		(23	)								46		58		(21	)
Gross margin - other 3		16		13		23		Depreciation and amortization							50		45		11
Gross margin - total		133		164		(19	)	Gross margin excluding depreciation
Expenses		13		9		44		and amortization - manufactured 4							96		103		(7	)
EBIT		120		155		(23	)	Ammonia controllable cash cost of
Depreciation and amortization		127		115		10		product manufactured 4							45		44		2
EBITDA		247		270		(9	)

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

2 Includes intersegment sales. See Note 2 to the interim financial statements.

3 Includes other nitrogen (including ESN® and Rainbow) and purchased products and is comprised of net sales of $69 million (2018 – $69 million) less cost of goods sold of $53 million (2018 – $56 million).

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

• EBITDA decreased in the third quarter of 2019 due primarily to lower net realized selling prices. EBITDA in the first nine months of 2019 increased as a result of higher net realized selling prices and higher earnings from equity-accounted investees.

• Sales volumes were down slightly in the third quarter due to a delay in the start to the fall season across most of North America, resulting from the late maturity of the crop. Sales volumes in the first nine months of 2019 decreased compared to the same period in 2018 due to the extremely wet weather this spring across the US and the late start to the fall season.

• Net realized selling price of nitrogen decreased in the third quarter of 2019 following most global benchmarks, particularly for international trade ammonia. The net realized selling price of nitrogen in the first nine months of 2019 was up compared to the same period in 2018 as our distribution network and product positioning allowed us to benefit from higher US inland premiums when supply was impacted by elevated water levels on many of the US river systems.

• Cost of goods sold per tonne of nitrogen was similar for the third quarter and up slightly for the first nine months of 2019 compared to the same periods in 2018 as lower gas costs were offset by a lower proportion of sales from our lower-cost facilities, increased maintenance spend and slightly lower volumes. Ammonia controllable cash cost of product manufactured per tonne was mostly unchanged for the third quarter and first nine months of 2019.

Natural Gas Prices

	Three Months Ended September 30							Nine Months Ended September 30
(US dollars per MMBtu, except as otherwise noted)	2019		2018		% Change			2019		2018		% Change
Overall gas cost excluding realized derivative impact		2.06		2.40		(14	)		2.47		2.45		1
Realized derivative impact		0.22		0.34		(35	)		0.14		0.33		(58	)
Overall gas cost		2.28		2.74		(17	)		2.61		2.78		(6	)
Average NYMEX		2.23		2.90		(23	)		2.67		2.90		(8	)
Average AECO		0.78		1.03		(24	)		1.05		1.10		(5	)

• Gas costs were lower compared to the third quarter and first nine months of 2018 due to lower benchmark and contract gas prices.

7

Phosphate

(millions of US dollars, except     as otherwise noted)	Three Months Ended September 30
	Dollars								Tonnes (thousands)							Average per Tonne
	2019			2018 ¹		% Change			2019		2018 ¹		% Change			2019			2018 ¹		% Change
Manufactured product 2
Net sales
Fertilizer		164			267		(39	)		492		650		(24	)		335			411		(18	)
Industrial and feed		106			114		(7	)		192		228		(16	)		549			498		10
		270			381		(29	)		684		878		(22	)		396			434		(9	)
Cost of goods sold		284			355		(20	)									416			404		3
Gross margin - manufactured		(14	)		26		n/m										(20	)		30		n/m
Gross margin - other 3		(1	)		1		n/m			Depreciation and amortization							85			59		44
Gross margin - total		(15	)		27		n/m			Gross margin excluding depreciation												-
Expenses		9			4		125			and amortization - manufactured 4							65			89		(27	)
EBIT		(24	)		23		n/m
Depreciation and amortization		58			52		12
EBITDA		34			75		(55	)

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

2 Includes intersegment sales. See Note 2 to the interim financial statements.

3 Includes other phosphate and purchased products and is comprised of net sales of $44 million (2018 - $29 million) less cost of goods sold of $45 million (2018 - $28 million).

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

• EBITDA decreased in the third quarter and first nine months of 2019 due to lower net realized selling prices, lower sales volumes and higher non-cash asset retirement obligation and inventory adjustments.

• Sales volumes decreased in the third quarter and first nine months of 2019 due to the conversion of the Redwater facility to ammonium sulfate and delayed demand caused by a late spring planting season in most of North America.

• Net realized selling price decreased in the third quarter and first nine months of 2019 as higher prices for industrial products were more than offset by lower dry fertilizer prices.

• Cost of goods sold per tonne increased in the third quarter and first nine months of 2019 compared to the same periods in 2018 mostly due to higher non-cash asset retirement obligation and inventory adjustments and lower sales volumes that more than offset lower raw material costs.

8

Expenses and Income Below Gross Margin

(millions of US dollars, except as otherwise      noted)	Three Months Ended September 30									Nine Months Ended September 30
	2019			2018			% Change			2019			2018			% Change
Selling expenses 1		607			560			8			1,835			1,758			4
General and administrative expenses 2		97			112			(13	)		287			312			(8	)
Provincial mining and other taxes 3		92			79			16			253			192			32
Share-based compensation    (recovery) expense 4		(21	)		51			n/m			95			149			(36	)
Impairment of assets 3		-			1,809			(100	)		33			1,809			(98	)
Other expenses (income)		37			(97	)		n/m			125			45			178
Finance costs		147			142			4			413			394			5
Income tax expense (recovery)		40			(434	)		n/m			346			(199	)		n/m
Actual effective tax rate on earnings (loss)    from continuing operations (%)		22			29			(24	)		25			38			(34	)
Actual effective tax rate including    discrete items (%)		22			29			(24	)		25			38			(34	)
Other comprehensive (loss) income		(75	)		1			n/m			(57	)		(174	)		(67	)

1 Expenses are primarily in the Retail segment. See the “Segment Results” section for analysis.

2 Includes expenses in the Corporate and Others segment of $65 million for the three months ended September 30, 2019 (2018 - $75 million) and $191 million for the nine months ended September 30, 2019 (2018 - $208 million).

3 Expenses are primarily in the Potash segment. See the “Segment Results” section for analysis.

4 Expenses are reported in the Corporate and Others segment.

• Share-based compensation (recovery) expense was a recovery in the third quarter of 2019 as our share price decreased, compared to an increase in share price in the comparative period which resulted in an expense. For the first nine months of 2019, the expense was lower due to lower share price appreciation than in the comparative period.

• Other expenses (income) were higher than the comparative quarter and in the first nine month of 2019 primarily due to a curtailment gain on certain of our defined benefit plans (“Curtailment Gain”) in the comparative periods partially offset by lower Merger and related costs in the current periods.

• Income tax expense (recovery) - The decrease in the effective tax rates on earnings from continuing operations for the third quarter and first nine months of 2019 compared to the same periods last year is a result of a change in proportionate earnings (loss) between jurisdictions. In 2018, an impairment of Canadian assets contributed to higher effective tax rates.

• Other comprehensive (loss) income was a loss in the third quarter of 2019 compared to income in the comparative quarter primarily due to the higher net loss on translation of our Retail operations in Canada and Australia as well as a decrease in the fair value of our investment in Sinofert Holdings Limited (“Sinofert”).

Other comprehensive loss was lower in the first nine months of 2019 than in the comparative period due primarily to the lower net loss on translation of our Retail operations in Canada, Argentina and Australia as well as a lower unrealized loss in our investment in Sinofert in 2019. The 2018 losses were partially offset by an actuarial gain on our defined benefit plans.

9

Financial Condition Review

The following balance sheet categories contained variances that were considered significant:

	As at
(millions of US dollars, except as otherwise noted)	September 30, 2019		December 31, 2018		$ Change			% Change
Assets
Cash and cash equivalents		568		2,314		(1,746	)		(75	)
Receivables		4,843		3,342		1,501			45
Inventories		3,873		4,917		(1,044	)		(21	)
Prepaid expenses and other current assets		440		1,089		(649	)		(60	)
Property, plant and equipment		20,045		18,796		1,249			7
Goodwill		11,983		11,431		552			5
Liabilities and Equity
Short-term debt		2,287		629		1,658			264
Current portion of long-term debt		501		995		(494	)		(50	)
Current portion of lease liabilities		219		8		211			n/m
Payables and accrued charges		4,615		6,703		(2,088	)		(31	)
Long-term debt		8,555		7,579		976			13
Lease liabilities		793		12		781			n/m
Deferred income tax liabilities		3,137		2,907		230			8
Share capital		15,769		16,740		(971	)		(6	)
Retained earnings		7,399		7,745		(346	)		(4	)

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

• Receivables increased due to a shift in Retail sales to the third quarter of 2019 as a result of unfavorable weather conditions in the second quarter of 2019. Receivables also increased due to the acquisition of Ruralco Holdings Limited (“Ruralco”) which was completed on September 30, 2019.

• Inventories decreased due to a drawdown from increased seasonal Retail sales activity.

• Prepaid expenses and other current assets decreased due to the drawdown of prepaid inventory where Retail typically prepays for product at year-end and takes possession of inventory throughout the year.

• Property, plant and equipment increased primarily due to the addition of “right-of-use” assets from the adoption of the lease standard as discussed in the “Other Financial Information” section. Property, plant and equipment also increased due to recent Retail business acquisitions that were closed in the first nine months of 2019.

• Goodwill increased as a result of additional goodwill from the recent Retail acquisitions, primarily from Ruralco and Actagro, LLC (“Actagro”), that were closed in the first nine months of 2019.

• Short-term debt increased primarily from commercial paper issuances as part of our seasonal working capital management.

• Payables and accrued charges decreased primarily due to lower customer prepayments as Retail customers took delivery of prepaid sales. The decrease was partially offset by an increase in payables and accrued charges from the Ruralco acquisition.

• Long-term debt (including current portion) increased due to the addition of $1.5 billion in senior notes issued in April 2019 exceeding the repayment of $1 billion in notes that matured in the first nine months of 2019.

• Lease liabilities (including current portion) increased due to the recognition of approximately $1 billion in lease liabilities from the adoption of the lease standard as discussed in the “Other Financial Information” section.

• Deferred income tax liabilities increased primarily due to the deferred tax provision recorded on higher earnings from continuing operations.

• Share capital decreased primarily due to share repurchases.

• Retained earnings decreased primarily due to the impact of share repurchases and dividends declared exceeding net earnings.

10

Liquidity and Capital Resources

Sources and Uses of Liquidity

See the “Liquidity & Capital Resources” section of our 2018 Annual Report for information on our sources and uses of liquidity.

Key uses in the third quarter and/or nine months ended September 30, 2019 included:

• Acquisition of Ruralco, an agriservices business in Australia with over 500 Retail operating locations. In addition, we acquired 54 other Retail locations globally, which included Actagro, Van Horn, Inc. and Security Seed and Chemical, Inc. in the US as well as completing the remainder of the Agrichem acquisition in Brazil. The cash consideration paid for all business acquisitions in the first nine months of 2019 was $837 million (net of cash acquired), including Ruralco for $330 million. See Note 11 to the interim financial statements.

• Repurchase of 36,066,766 common shares for cancellation at a cost of $1,878 million with an average price per share of $52.07. This completed the purchases under the current normal course issuer bid. See Note 10 to the interim financial statements.

• Maturity and repayment of $1 billion of long-term debt in the first nine months of 2019. See Note 9 to the interim financial statements.

• Payment of $244 million and $764 million in dividends to shareholders for the three and nine months ended September 30, 2019, respectively.

We increased our expected quarterly dividend from $0.43 per share to $0.45 per share commencing for dividends declared in the third quarter of 2019 and until otherwise determined by the Board.

Key sources in the third quarter and/or nine months ended September 30, 2019 included:

• On April 1, 2019, we issued $1.5 billion in senior notes. See Note 9 to the interim financial statements.

• Commercial paper outstanding increased by $612 million and $1,588 million for the three and nine months ended September 30, 2019, respectively.

We believe that internally generated cash flow, supplemented by available borrowings under our existing financing sources, if necessary, will be sufficient to meet our anticipated capital expenditures and other cash requirements for at least the next 12 months. At this time, we do not reasonably expect any presently known trend or uncertainty to affect our ability to access our historical sources of liquidity.

Sources and Uses of Cash

(millions of US dollars, except as otherwise     noted)	Three Months Ended September 30									Nine Months Ended September 30
	2019			2018			% Change			2019			2018			% Change
Cash provided by (used in) operating activities		589			(177	)		n/m			1,246			84			n/m
Cash (used in) provided by investing activities		(904	)		(479	)		89			(2,133	)		903			n/m
Cash provided by (used in) financing activities		272			615			(56	)		(837	)		821			n/m
Effect of exchange rate changes on cash and cash equivalents		(5	)		(13	)		(62	)		(22	)		(22	)		-
(Decrease) increase in cash and cash equivalents		(48	)		(54	)		(11	)		(1,746	)		1,786			n/m

Cash and cash equivalents decreased by $48 million this quarter compared to a decrease of $54 million in the comparative quarter, due to:

• An approximately $400 million increase in cash used for acquisitions and capital expenditures compared to the same period in 2018 primarily from the recent Ruralco acquisition and capital expenditures related to our digital Retail projects, the Potash Full Potential Program, which launched in September 2018, and our ammonium sulfate product expansion at Redwater.

• Cash payments to shareholders in the form of share repurchases of $459 million in the third quarter of 2018 with no comparatives in the same period in 2019.

• A decrease in our short-term debt net borrowings by $744 million compared to 2018. We used our short-term debt borrowings in 2018 for share repurchases and dividend payments, which were subsequently repaid using proceeds from the sale of our equity investments.

11

In addition, the following business activities had cash impacts:

• Cash provided by operating activities significantly increased by $766 million. Despite a higher opening inventory balance due to unfavorable weather conditions since the end of 2018, we were able to sell through our inventories in the third quarter of 2019 that resulted in a positive impact to our cash flows.

• The shift in Retail sales and collections to the third quarter of 2019 as a result of unfavorable weather conditions in the second quarter of 2019 also resulted in a positive impact to our cash flows.

Cash and cash equivalents decreased by $1.7 billion in the nine months ended September 30, 2019 compared to an increase of $1.8 billion in the nine months ended September 30, 2018 due to:

• A decrease of approximately $2.3 billion in cash receipts related to discontinued operations and cash acquired as a result of the Merger compared to 2018.

• Repayment of $1 billion in long-term debt in the first nine months of 2019.

• Cash payments to shareholders in the form of share repurchases were approximately $1.9 billion, an increase of $267 million compared to 2018.

• Approximately $700 million increase in acquisitions and capital expenditures compared to 2018.

• Cash proceeds from the issuance of long-term debt of $1.5 billion in the first half of 2019 with no issuance in 2018.

• A decrease in our short-term debt net borrowings by $1.7 billion compared to 2018. We used our short-term debt borrowings in 2018 for share repurchases and dividend payments, which were subsequently repaid using proceeds from the sale of our equity investments.

In addition, the following business activities had cash impacts:

• Cash provided by operating activities significantly increased by $1.2 billion. Despite higher opening inventory balances due to unfavorable weather conditions since the end of 2018 and inventory purchases in anticipation of higher prices, we were able to sell through our inventories this year, which resulted in a positive impact to our cash flows. This was partially offset by higher accounts payable payments earlier in the year related to inventory purchases, which resulted in a negative impact on our cash flows.

• Higher selling prices for Potash and Retail crop nutrients compared to 2018 also contributed to the increase.

Cash Requirements

For information about our contractual obligations and other commitments as at December 31, 2018 (excluding planned (but not legally committed) capital expenditures and potential share repurchases) see the “Liquidity & Capital Resources - Cash Requirements” section of our 2018 Annual Report. There were no significant changes to these contractual obligations and other commitments since December 31, 2018 aside from the changes to long-term debt discussed in the “Capital Structure and Management” section.

Capital Structure and Management

Principal Debt Instruments

We use a combination of cash generated from operations and short-term and long-term debt to finance our operations. We are in compliance with our debt covenants and did not have any changes to our credit ratings in the nine months ended September 30, 2019. See the “Capital Structure & Management” section of our 2018 Annual Report for further information.

Short-term Debt

	As at September 30, 2019
(millions of US dollars)	Outstanding and Committed		Remaining Available		Credit  Limit
Credit facilities 1		2,287		3,553		5,840
Letter of credit facilities		139		155		294
1 The credit facilities consist of a $4,500 million unsecured North American revolving term credit facility, a $500 million North American uncommitted revolving demand facility and approximately $840 million of other credit facilities in Europe, Australia and South America. Included in the amount outstanding and committed is $1,979 million of commercial paper and $308 million of other short-term debt. We have a $4,500 million credit limit under our commercial paper program, which is limited to the availability of backup funds backstopped by the $4,500 million unsecured revolving term credit facility. Interest rates on outstanding commercial paper ranged from 2.3 to 2.4 percent.

In the third quarter of 2019, we added a total of $319 million in new credit facilities in Australia, of which $201 million was assumed from the Ruralco acquisition, and $112 million was outstanding at September 30, 2019.

12

In 2019, we terminated our $500 million accounts receivable securitization program.

Long-term Debt

Our long-term debt consists primarily of notes and lease liabilities. See the “Capital Structure & Management” section of our 2018 Annual Report for information on balances, rates and maturities for our notes. During the first nine months of 2019, $1 billion of our notes matured and were repaid and $1.5 billion in notes were issued. See Note 9 to the interim financial statements.

On January 1, 2019, we adopted IFRS 16 and recognized $1,059 million in lease liabilities with a weighted-average interest rate of 3.5 percent. As of September 30, 2019, we had total lease liabilities outstanding (including current portion) of $1,012 million. There were no changes to our debt covenants as a result of adoption of this standard.

Outstanding Share Data

	As at October 31, 2019
Common shares		572,900,196
Options to purchase common shares		9,252,416

For more information on our capital structure and management, see Note 25 to our 2018 financial statements.

For more information on our short-term debt and long-term debt, see Note 22 and Note 23 to our 2018 financial statements, supplemented by the discussion under “Principal Debt Instruments” and Note 8 and Note 9 to the interim financial statements.

Quarterly Results

(millions of US dollars, except as otherwise      noted)	Nutrien																PotashCorp 1
	Q3 2019		Q2 2019		Q1 2019		Q4 2018		Q3 2018			Q2 2018		Q1 2018			Q4 2017
Sales 2		4,134		8,657		3,691		3,725		3,990			8,105		3,666			1,081
Net earnings (loss) from continuing operations		141		858		41		296		(1,067	)		741		(1	)		(120	)
Net earnings from discontinued operations		-		-		-		2,906		23			675		-			44
Net earnings (loss)		141		858		41		3,202		(1,044	)		1,416		(1	)		(76	)
EBITDA 3		785		1,781		596		944		(932	)		1,507		487			(43	)
Earnings (loss) per share (“EPS”) from continuing operations
Basic		0.25		1.48		0.07		0.48		(1.74	)		1.18		-			(0.14	)
Diluted		0.24		1.47		0.07		0.48		(1.74	)		1.17		-			(0.14	)
EPS
Basic		0.25		1.48		0.07		5.23		(1.70	)		2.25		-			(0.09	)
Diluted		0.24		1.47		0.07		5.22		(1.70	)		2.24		-			(0.09	)
1 Comparative figures prior to the Merger are for PotashCorp, the accounting acquirer. 2 Certain immaterial figures have been reclassified for Q1, Q2, Q3 and Q4 of 2018. 3 See the “Non-IFRS Financial Measures” section.

The agricultural products business is seasonal. Crop input sales are primarily concentrated in the spring and fall application seasons. Crop nutrient inventories are normally accumulated leading up to each application season. Our cash collections generally occur after the application season is complete, our customer prepayments are concentrated in December and January and our inventory prepayments are concentrated in the period from November to January. Feed and industrial sales are more evenly distributed throughout the year.

Beginning on January 1, 2018, earnings were impacted by the operations of Agrium acquired in the Merger. In the second quarter and fourth quarter of 2018, earnings were impacted by $0.6 billion and $2.9 billion, respectively, in after-tax gains on the sales of our investments in Sociedad Quimica y Minera de Chile S.A. and Arab Potash Company, which were categorized as discontinued operations. In the third quarter of 2018, earnings were impacted by a $1.8 billion non-cash impairment to property, plant and equipment in the Potash segment. In the fourth quarter of 2017, earnings were impacted by a $276 million non-cash impairment to property, plant and equipment in the Phosphate segment.

13

Other Financial Information

	2018 Annual Report Page Reference(s)	Changes during the three and nine months ended September 30, 2019
Off-Balance Sheet   Arrangements	71	Operating leases were a significant off-balance sheet arrangement in 2018. Effective January 1, 2019 the adoption of IFRS 16 resulted in recognition of approximately $1 billion of these operating leases on the balance sheet.
Related Party   Transactions	146-147	See Note 13 to the interim financial statements. There were no significant changes from our 2018 Annual Report.
Market Risks   Associated with   Financial   Instruments	119	See Note 7 to the interim financial statements. There were no significant changes from our 2018 Annual Report.
Critical Accounting   Estimates	71	There were no changes to our assessment of critical accounting estimates from those disclosed in our 2018 Annual Report.
Recent   Accounting   Changes	71 and 153	The adoption of IFRS 16 was a significant accounting change as it brought approximately $1 billion of “right-of-use assets” and lease obligations on to the balance sheet and increased EBITDA approximately $70 million in the third quarter of 2019 and $200 million in the first nine months of 2019, due to replacing operating lease expenses with depreciation and amortization and finance costs, largely in the Retail and Nitrogen operating segments.

Controls and Procedures

There has been no change in our internal controls over financial reporting during the three months ended September 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

14

Forward-Looking Statements

Certain statements and other information included in this document, including within “Management’s Discussion and Analysis” 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 updated 2019 annual guidance, including expectations regarding our adjusted net earnings per share and adjusted EBITDA (both consolidated and by segment); capital spending expectations for 2019; expectations regarding performance of our operating segments in 2019; our market outlook for 2019 and 2020, including Agriculture and Retail and Crop Nutrient Markets 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; expectations regarding completion of previously announced expansion projects (including timing and volumes of production associated therewith); and acquisitions and divestitures (including expected timing of closing thereof), 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 Nutrien believes 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 Nutrien’s ability to successfully complete, integrate and realize the anticipated benefits of its 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 Nutrien, 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 2019, 2020 and in the future (including as outlined in the “Market Outlook” and “2019 Guidance” sections of our 2018 Annual Report); 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; 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 and trade restrictions), 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 security risks related to our systems; 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 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.

15

About Nutrien

Nutrien is the world’s largest provider of crop inputs and services, playing a critical role in helping growers increase food production in a sustainable manner. We produce and distribute 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:

Jeff Holzman

Senior Director, Investor & Corporate Relations

(306) 933-8545

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 Tuesday, November 5, 2019 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

16

Appendix A - Selected Additional Financial Data

Nine Months Ended September 30, 2019 Operating Segment Results

Retail

	Nine Months Ended September 30
(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		4,082		3,660		12			846		739		14			21		20
Crop protection products		4,348		4,218		3			892		885		1			21		21
Seed		1,613		1,584		2			276		277		-			17		17
Merchandise 2		387		442		(12	)		65		76		(14	)		17		17
Services and other		620		599		4			425		396		7			69		66
		11,050		10,503		5			2,504		2,373		6			23		23
Cost of goods sold 2		8,546		8,130		5
Gross margin		2,504		2,373		6
Expenses 3		1,937		1,748		11
EBIT		567		625		(9	)
Depreciation and amortization		433		367		18
EBITDA		1,000		992		1

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

2 Certain immaterial figures have been reclassified or grouped together for the nine months ended September 30, 2018.

3 Includes selling expenses of $1,816 million (2018 – $1,732 million).

Potash

	Nine Months Ended September 30
(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		832		830			-		3,389		3,962		(14	)		245		209		17
Offshore		1,421		1,198			19		6,247		6,200		1			228		193		18
		2,253		2,028			11		9,636		10,162		(5	)		234		200		17
Cost of goods sold		892		911			(2	)								93		90		3
Gross margin - manufactured		1,361		1,117			22									141		110		28
Gross margin - other 2		1		1			-		Depreciation and amortization							34		31		10
Gross margin - total		1,362		1,118			22
Impairment of assets		-		1,809			(100	)	Gross margin excluding depreciation
Expenses 3		242		218			11		and amortization - manufactured 4							175		141		24
EBIT		1,120		(909	)		n/m		Potash cash cost of product
Depreciation and amortization		324		312			4		manufactured 4							60		58		3
EBITDA		1,444		(597	)		n/m
Adjusted EBITDA 4		1,444		1,212			19

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

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

3 Includes provincial mining and other taxes of $237 million (2018 – $188 million).

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

17

Nitrogen

	Nine Months Ended September 30
(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		602		668		(10)	2,400		2,522		(5)		251		265		(5)
Urea		739		664		11	2,342		2,316		1		315		286		10
Solutions, nitrates and    sulfates		540		549		(2)	3,166		3,249		(3)		170		169		1
		1,881		1,881		-	7,908		8,087		(2)		238		233		2
Cost of goods sold		1,345		1,338		1							170		165		3
Gross margin - manufactured		536		543		(1)							68		68		-
Gross margin - other 3		57		53		8	Depreciation and amortization						50		41		22
Gross margin - total		593		596		(1)	Gross margin excluding depreciation
Expenses		7		36		(81)	and amortization - manufactured 4						118		109		8
EBIT		586		560		5	Ammonia controllable cash cost of
Depreciation and amortization		394		334		18	product manufactured 4						44		42		5
EBITDA		980		894		10

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

2 Includes intersegment sales. See Note 2 to the interim financial statements.

3 Includes other nitrogen (including ESN® and Rainbow) and purchased products and is comprised of net sales of $364 million (2018 – $339 million) less cost of goods sold of $307 million (2018 – $286 million).

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

Phosphate

	Nine Months Ended September 30
(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		635			740		(14)	1,664		1,824		(9)		382			406		(6)
Industrial and feed		321			318		1	578		640		(10)		555			496		12
		956			1,058		(10)	2,242		2,464		(9)		426			429		(1)
Cost of goods sold		963			983		(2)							429			399		8
Gross margin - manufactured		(7	)		75		n/m							(3	)		30		n/m
Gross margin - other 3		(4	)		-		-	Depreciation and amortization						80			57		40
Gross margin - total		(11	)		75		n/m	Gross margin excluding depreciation											-
Expenses		29			13		123	and amortization - manufactured 4						77			87		(11)
EBIT		(40	)		62		n/m
Depreciation and amortization		180			140		29
EBITDA		140			202		(31)

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

2 Includes intersegment sales. See Note 2 to the interim financial statements.

3 Includes other phosphate and purchased products and is comprised of net sales of $125 million (2018 - $97 million) less cost of goods sold of $129 million (2018 - $97 million).

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

18

Selected Retail measures	Three Months Ended September 30				Nine Months Ended September 30
	2019		2018		2019		2018
Proprietary products margin as a percentage of product line margin (%)
Crop nutrients		31		24		24		23
Crop protection products		39		44		42		46
Seed		20		18		44		42
All Products		27		26		28		30
Crop nutrients sales volumes (tonnes - thousands)
North America		1,202		945		7,254		7,004
International		533		545		1,677		1,695
Total		1,735		1,490		8,931		8,699
Crop nutrients selling price per tonne
North America		467		459		471		432
International		389		396		395		372
Total		443		436		457		421
Crop nutrients gross margin per tonne
North America		114		109		103		93
International		70		71		57		52
Total		101		95		95		85
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		25
Retail cash operating coverage ratio (%) 1, 2						60		62
Retail EBITDA per US selling location (thousands of US dollars) 1, 2								936

1 Rolling four quarters ended September 30, 2019.

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

Selected Nitrogen measures	Three Months Ended September 30				Nine Months Ended September 30
	2019		2018		2019		2018
Sales volumes (tonnes - thousands)
Fertilizer		1,304		1,301		4,204		4,349
Industrial and feed		1,218		1,262		3,704		3,738
Net sales (millions of US dollars)
Fertilizer		316		302		1,155		1,085
Industrial and feed		217		268		726		796
Net selling price per tonne
Fertilizer		243		232		275		249
Industrial and feed		178		212		196		213
Production measures	Three Months Ended September 30				Nine Months Ended September 30
	2019		2018		2019		2018
Potash production (Product tonnes - thousands)		2,977		3,143		9,761		9,803
Potash shutdown weeks 1		11		8		27		32
Nitrogen production (Ammonia tonnes - thousands) 2		1,529		1,551		4,763		4,825
Ammonia operating rate (%) 3		85		94		90		93
Phosphate production (P2O5 tonnes - thousands) 4		374		389		1,124		1,139
Phosphate P2O5 operating rate (%) 4		87		91		88		89

1 Represents weeks of full production shutdown; excludes 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.

19

Appendix B - Non-IFRS Financial Measures

We use both IFRS and certain non-IFRS financial measures to assess performance. Non-IFRS financial measures are a numerical measure of a company’s performance, that either excludes or includes 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 investors in order that they may 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, why management uses each measure and contains 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. For a reconciliation of the EBITDA amounts disclosed in the “Quarterly Results” section which are not provided below, please refer to the respective news releases for those periods. Adjusted EBITDA is calculated as net earnings (loss) from continuing operations before finance costs, income taxes, depreciation and amortization, Merger and related costs, share-based compensation, Curtailment Gain and impairment of assets.

Why we use the measure and why it is useful to investors: As valuation measurements they exclude the effects of items that primarily reflect the impact of long-term investment and financing decisions, rather than the performance of our day-to-day operations, and as a measure of our ability to service debt and to meet other payment obligations.

	Three Months Ended September 30						Nine Months Ended September 30
(millions of US dollars)	2019			2018			2019		2018
Net earnings (loss) from continuing operations		141			(1,067	)		1,040		(327	)
Finance costs		147			142			413		394
Income tax expense (recovery)		40			(434	)		346		(199	)
Depreciation and amortization		457			427			1,363		1,194
EBITDA		785			(932	)		3,162		1,062
Merger and related costs		21			62			57		143
Share-based compensation		(21	)		51			95		149
Curtailment Gain		-			(151	)		-		(151	)
Impairment of assets		-			1,809			33		1,809
Adjusted EBITDA		785			839			3,347		3,012
	Three Months Ended September 30						Nine Months Ended September 30
(millions of US dollars)	2019			2018			2019		2018
Potash EBITDA		430			(1,311	)		1,444		(597	)
Impairment of assets		-			1,809			-		1,809
Potash adjusted EBITDA		430			498			1,444		1,212

Adjusted EBITDA and Adjusted Net Earnings (and the Related Per Share Amounts) 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 which may be inherently difficult to determine, without unreasonable efforts. Guidance excludes the impacts of Merger and related costs and share-based compensation.

20

Adjusted Net Earnings (and the Related Per Share Amounts)

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, share-based compensation and impairment of assets, net of tax.

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 September 30, 2019									Nine Months Ended September 30, 2019
(millions of US dollars, except as otherwise     noted)	Increases (Decreases)			Post-Tax			Per Diluted Share			Increases (Decreases)		Post-Tax		Per Diluted Share
Net earnings					141			0.24					1,040		1.77
Adjustments:
Merger and related costs		21			16			0.03			57		43		0.08
Share-based compensation		(21	)		(16	)		(0.03	)		95		71		0.12
Impairment of assets		-			-			-			33		25		0.04
Adjusted net earnings					141			0.24					1,179		2.01

Free Cash Flow

Most directly comparable IFRS financial measure: Cash provided by operating activities.

Definition: Cash provided by operating activities less sustaining capital expenditures, cash provided by operating activities from discontinued operations and changes in non-cash operating working capital. Sustaining capital expenditures are required to sustain operations at existing levels and include major repairs and maintenance and plant turnarounds.

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. It is also useful as an indicator of our ability to service debt, meet other payment obligations and make strategic investments. Free cash flow does not represent residual cash flow available for discretionary expenditures.

	Three Months Ended September 30						Nine Months Ended September 30
(millions of US dollars)	2019			2018			2019			2018
Cash provided by (used in) operating activities		589			(177	)		1,246			84
Cash provided by operating activities from discontinued operations		-			(30	)		-			(156	)
Sustaining capital expenditures		(256	)		(305	)		(667	)		(738	)
Changes in non-cash operating working capital		(4	)		934			1,440			2,382
Free cash flow		329			422			2,019			1,572

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.

21

	Three Months Ended September 30						Nine Months Ended September 30
(millions of US dollars, except as otherwise noted)	2019			2018			2019			2018
Total COGS - Potash		303			358			892			912
Change in inventory		(26	)		(75	)		(1	)		(38	)
Other adjustments		(4	)		(19	)		(16	)		(9	)
COPM		273			264			875			865
Depreciation and amortization included in COPM		(87	)		(87	)		(292	)		(293	)
Cash COPM		186			177			583			572
Production tonnes (tonnes - thousands)		2,977			3,143			9,761			9,803
Potash cash COPM per tonne		62			56			60			58

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 September 30						Nine Months Ended September 30
(millions of US dollars, except as otherwise noted)	2019			2018			2019			2018
Total COGS - Nitrogen		469			475			1,652			1,624
Depreciation and amortization in COGS		(109	)		(115	)		(340	)		(334	)
Cash COGS for products other than ammonia		(262	)		(250	)		(952	)		(926	)
Ammonia
Total cash COGS before other adjustments		98			110			360			364
Other adjustments 1		(2	)		(2	)		(35	)		(28	)
Total cash COPM		96			108			325			336
Natural gas and steam costs		(62	)		(73	)		(221	)		(231	)
Controllable cash COPM		34			35			104			105
Production tonnes (net tonnes 2 - thousands)		755			795			2,343			2,477
Ammonia controllable cash COPM per tonne		45			44			44			42

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.

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.

22

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 September 30, 2019
(millions of US dollars, except as otherwise noted)	Q4 2018		Q1 2019			Q2 2019		Q3 2019		Total
EBITDA		214		(26	)		836		190		1,214
Sales 1		2,017		2,039			6,512		2,499		13,067
EBITDA to Sales (%)											9

1 Certain immaterial figures have been reclassified for Q4 2018.

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. Given the significance of our recent acquisition (Q3 2019 – Ruralco), and to appropriately reflect our operational efficiency, we revised our calculation to exclude working capital acquired in the quarter each acquisition was 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 September 30, 2019
(millions of US dollars, except as otherwise noted)	Q4 2018		Q1 2019		Q2 2019		Q3 2019			Average/Total
Working capital		2,312		3,190		3,741		3,699
Working capital from recent acquisition		-		-		-		(75	)
Adjusted working capital		2,312		3,190		3,741		3,624			3,217
Sales 1		2,017		2,039		6,512		2,499			13,067
Adjusted average working capital to sales (%)											25

1 Certain immaterial figures have been reclassified for Q4 2018.

Retail Cash Operating Coverage Ratio

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

Definition: Retail expenses below gross margin 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. Starting in the second quarter of 2019, we no longer adjust for Merger-related adjustments to align with the 2019 target calculations.

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 September 30, 2019
(millions of US dollars, except as otherwise noted)	Q4 2018			Q1 2019			Q2 2019			Q3 2019			Total
Gross margin		662			409			1,440			655			3,166
Depreciation and amortization in cost of goods sold		2			2			1			2			7
Gross margin excluding depreciation and amortization		664			411			1,441			657			3,173
EBIT		(82	)		162			(691	)		(38	)		(649	)
Depreciation and amortization		(132	)		(134	)		(144	)		(152	)		(562	)
Operating expenses excluding depreciation and amortization		450			439			606			467			1,962
Cash operating coverage ratio (%)														62

23

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. Included are locations owned for more than 12 months.

	Rolling four quarters ended September 30, 2019
(millions of US dollars, except as otherwise noted)	Q4 2018		Q1 2019			Q2 2019		Q3 2019		Total
US EBITDA		121		(58	)		672		142		877
Adjustments for acquisitions											(22	)
US EBITDA adjusted for acquisitions											855
Number of US selling locations adjusted for acquisitions											913
EBITDA per US selling location (thousands of US dollars)											936

24

Unaudited In millions of US dollars except as otherwise noted  

Condensed Consolidated Financial Statements

Condensed Consolidated Statements of Earnings (Loss)

		Three Months Ended September 30						Nine Months Ended September 30
		2019			2018			2019		2018
					Note 1					Note 1
SALES	Note 2		4,134			3,990			16,482		15,761
Freight, transportation and distribution			246			253			667		675
Cost of goods sold			2,748			2,582			11,388		10,953
GROSS MARGIN			1,140			1,155			4,427		4,133
Selling expenses			607			560			1,835		1,758
General and administrative expenses			97			112			287		312
Provincial mining and other taxes			92			79			253		192
Share-based compensation (recovery) expense			(21	)		51			95		149
Impairment of assets	Note 3		-			1,809			33		1,809
Other expenses (income)	Note 4		37			(97	)		125		45
EARNINGS (LOSS) BEFORE FINANCE COSTS AND INCOME TAXES			328			(1,359	)		1,799		(132	)
Finance costs			147			142			413		394
EARNINGS (LOSS) BEFORE INCOME TAXES			181			(1,501	)		1,386		(526	)
Income tax expense (recovery)	Note 5		40			(434	)		346		(199	)
NET EARNINGS (LOSS) FROM CONTINUING OPERATIONS			141			(1,067	)		1,040		(327	)
Net earnings from discontinued operations	Note 6		-			23			-		698
NET EARNINGS (LOSS)			141			(1,044	)		1,040		371
NET EARNINGS (LOSS) PER SHARE FROM CONTINUING OPERATIONS
Basic			0.25			(1.74	)		1.78		(0.52	)
Diluted			0.24			(1.74	)		1.77		(0.52	)
NET EARNINGS PER SHARE FROM DISCONTINUED OPERATIONS
Basic			-			0.04			-		1.11
Diluted			-			0.04			-		1.11
NET EARNINGS (LOSS) PER SHARE (“EPS”)
Basic			0.25			(1.70	)		1.78		0.59
Diluted			0.24			(1.70	)		1.77		0.59
Weighted average shares outstanding for basic EPS			572,887,000			614,950,000			585,421,000		629,197,000
Weighted average shares outstanding for diluted EPS			573,702,000			614,950,000			586,335,000		629,197,000

Condensed Consolidated Statements of Comprehensive Income (Loss)

	Three Months Ended September 30						Nine Months Ended September 30
(Net of related income taxes)	2019			2018			2019			2018
				Note 1						Note 1
NET EARNINGS (LOSS)		141			(1,044	)		1,040			371
Other comprehensive (loss) income
Items that will not be reclassified to net earnings (loss):
Net actuarial gain on defined benefit plans		-			-			-			56
Net fair value (loss) gain on investments		(11	)		14			(26	)		(79	)
Items that have been or may be subsequently reclassified to net earnings (loss):
Loss on currency translation of foreign operations		(71	)		(8	)		(36	)		(146	)
Other		7			(5	)		5			(5	)
OTHER COMPREHENSIVE (LOSS) INCOME		(75	)		1			(57	)		(174	)
COMPREHENSIVE INCOME (LOSS)		66			(1,043	)		983			197

 (See Notes to the Condensed Consolidated Financial Statements)

25

Unaudited In millions of US dollars except as otherwise noted  

Condensed Consolidated Statements of Cash Flows

		Three Months Ended September 30						Nine Months Ended September 30
		2019			2018			2019			2018
					Note 1						Note 1
OPERATING ACTIVITIES
Net earnings (loss)			141			(1,044	)		1,040			371
Adjustments for:
Depreciation and amortization			457			427			1,363			1,194
Share-based compensation			(21	)		51			95			149
Impairment of assets	Note 3		-			1,809			33			1,809
Provision for (recovery of) deferred income tax			31			(356	)		178			(58	)
Gain on sale of investment	Note 6		-			-			-			(841	)
Other long-term liabilities and miscellaneous			(23	)		(130	)		(23	)		(158	)
Changes in non-cash operating working capital:
Receivables			624			327			(1,427	)		(1,504	)
Inventories			541			129			1,239			124
Prepaid expenses and other current assets			(23	)		(117	)		801			737
Payables and accrued charges			(1,138	)		(1,273	)		(2,053	)		(1,739	)
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES			589			(177	)		1,246			84
INVESTING ACTIVITIES
Additions to property, plant and equipment			(518	)		(352	)		(1,177	)		(913	)
Business acquisitions, net of cash acquired	Note 11		(348	)		(140	)		(837	)		(385	)
Proceeds from disposal of discontinued operations, net of tax	Note 6		-			14			55			1,833
Purchase of investments			(42	)		(15	)		(164	)		(123	)
Cash acquired in Merger			-			-			-			466
Other			4			14			(10	)		25
CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES			(904	)		(479	)		(2,133	)		903
FINANCING ACTIVITIES
Transaction costs on long-term debt			-			-			(29	)		(21	)
Proceeds from short-term debt, net			575			1,319			1,534			3,214
Proceeds from long-term debt	Note 9		-			-			1,510			-
Repayment of long-term debt	Note 9		(11	)		(2	)		(1,010	)		(8	)
Repayment of principal portion of lease liabilities			(49	)		-			(166	)		-
Dividends paid	Note 10		(244	)		(248	)		(764	)		(708	)
Repurchase of common shares	Note 10		-			(459	)		(1,930	)		(1,663	)
Issuance of common shares	Note 10		1			5			18			7
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES			272			615			(837	)		821
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS			(5	)		(13	)		(22	)		(22	)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS			(48	)		(54	)		(1,746	)		1,786
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD			616			1,956			2,314			116
CASH AND CASH EQUIVALENTS, END OF PERIOD			568			1,902			568			1,902
Cash and cash equivalents comprised of:
Cash			326			580			326			580
Short-term investments			242			1,322			242			1,322
			568			1,902			568			1,902
SUPPLEMENTAL CASH FLOWS INFORMATION
Interest paid			111			125			353			366
Income taxes paid			46			27			1			123
Total cash outflow for leases			89			-			253			-

 (See Notes to the Condensed Consolidated Financial Statements)

26

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 (Loss) Gain 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, 2018		16,740			231			(7	)		-			(251	)		(33	)		(291	)		7,745			24,425
Net earnings		-			-			-			-			-			-			-			1,040			1,040
Other comprehensive (loss) income		-			-			(26	)		-			(36	)		5			(57	)		-			(57	)
Shares repurchased (Note 10)		(992	)		-			-			-			-			-			-			(886	)		(1,878	)
Dividends declared		-			-			-			-			-			-			-			(496	)		(496	)
Effect of share-based compensation including issuance of common shares		21			13			-			-			-			-			-			-			34
Transfer of net loss on investment		-			-			4			-			-			-			4			(4	)		-
Transfer of net loss on cash flow hedges		-			-			-			-			-			8			8			-			8
BALANCE - SEPTEMBER 30, 2019		15,769			244			(29	)		-			(287	)		(20	)		(336	)		7,399			23,076
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		-			-			-			-			-			-			-			371			371
Other comprehensive (loss) income		-			-			(79	)		56			(146	)		(5	)		(174	)		-			(174	)
Shares repurchased (Note 10)		(884	)		(23	)		-			-			-			-			-			(756	)		(1,663	)
Dividends declared		-			-			-			-			-			-			-			(749	)		(749	)
Effect of share-based compensation including issuance of common shares		8			17			-			-			-			-			-			-			25
Transfer of net loss on sale of investment (Note 6)		-			-			19			-			-			-			19			(19	)		-
Transfer of net loss on cash flow hedges		-			-			-			-			-			18			18			-			18
Transfer of net actuarial gain on defined benefit plans		-			-			-			(56	)		-			-			(56	)		56			-
BALANCE - SEPTEMBER 30, 2018		16,828			231			13			-			(148	)		(33	)		(168	)		5,144			22,035

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)

27

Unaudited In millions of US dollars except as otherwise noted  

Condensed Consolidated Balance Sheets

As at		September 30, 2019			December 31, 2018
ASSETS
Current assets
Cash and cash equivalents			568			2,314
Receivables			4,843			3,342
Inventories			3,873			4,917
Prepaid expenses and other current assets			440			1,089
			9,724			11,662
Non-current assets
Property, plant and equipment	Note 1		20,045			18,796
Goodwill	Note 11		11,983			11,431
Other intangible assets			2,330			2,210
Investments	Note 11		809			878
Other assets			538			525
TOTAL ASSETS			45,429			45,502
LIABILITIES
Current liabilities
Short-term debt	Note 8		2,287			629
Current portion of long-term debt	Note 9		501			995
Current portion of lease liabilities	Note 1		219			8
Payables and accrued charges			4,615			6,703
			7,622			8,335
Non-current liabilities
Long-term debt	Note 9		8,555			7,579
Lease liabilities	Note 1		793			12
Deferred income tax liabilities	Note 5		3,137			2,907
Pension and other post-retirement benefit liabilities			425			395
Asset retirement obligations and accrued environmental costs			1,662			1,673
Other non-current liabilities			159			176
TOTAL LIABILITIES			22,353			21,077
SHAREHOLDERS’ EQUITY
Share capital	Note 10		15,769			16,740
Contributed surplus			244			231
Accumulated other comprehensive loss			(336	)		(291	)
Retained earnings			7,399			7,745
TOTAL SHAREHOLDERS’ EQUITY			23,076			24,425
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY			45,429			45,502

(See Notes to the Condensed Consolidated Financial Statements)

28

Unaudited In millions of US dollars except as otherwise noted  

Notes to the Condensed Consolidated Financial Statements

As at and for the Three and Nine Months Ended September 30, 2019

NOTE 1  BASIS OF PRESENTATION

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

These unaudited interim condensed consolidated financial statements (“interim financial statements”) are based on International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) and have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting”. The accounting policies and methods of computation used in preparing these interim financial statements are consistent with those used in the preparation of the Company’s 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 Nutrien’s first quarter 2019 unaudited condensed consolidated financial statements. These interim financial statements include the accounts of Nutrien and its subsidiaries; however, they do not include all disclosures normally provided in annual consolidated financial statements and should be read in conjunction with the Company’s 2018 annual consolidated financial statements.

Certain immaterial 2018 figures have been reclassified or grouped together in the condensed consolidated statements of: earnings (loss), comprehensive income (loss), cash flows, changes in shareholders’ equity and in the segment information.

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 November 4, 2019.

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, the Company’s 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 reported in the Company’s 2018 annual consolidated financial statements. Comparative amounts for Nitrogen and Phosphate 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 September 30, 2018, Nitrogen reflected increases of $31, $9 and $13 in sales, gross margin and EBITDA, respectively, and for the nine months ended September 30, 2018, Nitrogen reflected increases of $91, $32 and $41 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”.

29

Unaudited In millions of US dollars except as otherwise noted  

	Three Months Ended September 30, 2019
	Retail			Potash		Nitrogen		Phosphate			Corporate and Others			Eliminations			Consolidated
Sales   – third party		2,489			748		564		333			-			-			4,134
– intersegment		10			68		115		43			-			(236	)		-
Sales   – total		2,499			816		679		376			-			(236	)		4,134
Freight, transportation and distribution		-			107		77		62			-			-			246
Net sales		2,499			709		602		314			-			(236	)		3,888
Cost of goods sold		1,844			303		469		329			-			(197	)		2,748
Gross margin		655			406		133		(15	)		-			(39	)		1,140
Selling expenses		601			2		7		2			(5	)		-			607
General and administrative expenses		28			-		4		-			65			-			97
Provincial mining and other taxes		-			83		1		-			8			-			92
Share-based compensation recovery		-			-		-		-			(21	)		-			(21	)
Other (income) expenses		(12	)		1		1		7			40			-			37
Earnings (loss) before finance costs and income taxes		38			320		120		(24	)		(87	)		(39	)		328
Depreciation and amortization		152			110		127		58			10			-			457
EBITDA		190			430		247		34			(77	)		(39	)		785
Assets – at September 30, 2019		18,996			11,939		10,807		2,207			2,029			(549	)		45,429

	Three Months Ended September 30, 2018
	Retail			Potash			Nitrogen 1			Phosphate 1			Corporate and Others			Eliminations			Consolidated
Sales   – third party		2,117			880			600			393			-			-			3,990
– intersegment		14			62			124			71			-			(271	)		-
Sales   – total		2,131			942			724			464			-			(271	)		3,990
Freight, transportation and distribution		-			125			85			54			-			(11	)		253
Net sales		2,131			817			639			410			-			(260	)		3,737
Cost of goods sold		1,598			358			475			383			-			(232	)		2,582
Gross margin		533			459			164			27			-			(28	)		1,155
Selling expenses		552			3			8			3			(6	)		-			560
General and administrative expenses		25			3			7			2			75			-			112
Provincial mining and other taxes		-			78			1			-			-			-			79
Share-based compensation expense		-			-			-			-			51			-			51
Impairment of assets (Note 3)		-			1,809			-			-			-			-			1,809
Other (income) expenses		(38	)		5			(7	)		(1	)		(56	)		-			(97	)
(Loss) earnings before finance costs and income taxes		(6	)		(1,439	)		155			23			(64	)		(28	)		(1,359	)
Depreciation and amortization		122			128			115			52			10			-			427
EBITDA		116			(1,311	)		270			75			(54	)		(28	)		(932	)
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.

30

Unaudited In millions of US dollars except as otherwise noted  

	Nine Months Ended September 30, 2019
	Retail			Potash			Nitrogen			Phosphate			Corporate and Others			Eliminations			Consolidated
Sales    – third party		11,022			2,328			2,033			1,099			-			-			16,482
– intersegment		28			178			487			160			-			(853	)		-
Sales    – total		11,050			2,506			2,520			1,259			-			(853	)		16,482
Freight, transportation and distribution		-			252			275			178			-			(38	)		667
Net sales		11,050			2,254			2,245			1,081			-			(815	)		15,815
Cost of goods sold		8,546			892			1,652			1,092			-			(794	)		11,388
Gross margin		2,504			1,362			593			(11	)		-			(21	)		4,427
Selling expenses		1,816			7			21			5			(14	)		-			1,835
General and administrative expenses		82			-			11			3			191			-			287
Provincial mining and other taxes		-			237			2			1			13			-			253
Share-based compensation expense		-			-			-			-			95			-			95
Impairment of assets (Note 3)		-			-			-			-			33			-			33
Other expenses (income)		39			(2	)		(27	)		20			95			-			125
Earnings (loss) before finance costs and income taxes		567			1,120			586			(40	)		(413	)		(21	)		1,799
Depreciation and amortization		433			324			394			180			32			-			1,363
EBITDA		1,000			1,444			980			140			(381	)		(21	)		3,162
Assets – at September 30, 2019		18,996			11,939			10,807			2,207			2,029			(549	)		45,429
	Nine Months Ended September 30, 2018
	Retail			Potash			Nitrogen 1			Phosphate 1			Corporate and Others			Eliminations			Consolidated
Sales    – third party		10,467			2,148			2,037			1,109			-			-			15,761
– intersegment		36			180			462			203			-			(881	)		-
Sales    – total		10,503			2,328			2,499			1,312			-			(881	)		15,761
Freight, transportation and distribution		-			298			279			157			-			(59	)		675
Net sales		10,503			2,030			2,220			1,155			-			(822	)		15,086
Cost of goods sold		8,130			912			1,624			1,080			-			(793	)		10,953
Gross margin		2,373			1,118			596			75			-			(29	)		4,133
Selling expenses		1,732			9			24			8			(15	)		-			1,758
General and administrative expenses		73			8			17			6			208			-			312
Provincial mining and other taxes		-			188			2			1			1			-			192
Share-based compensation expense		-			-			-			-			149			-			149
Impairment of assets (Note 3)		-			1,809			-			-			-			-			1,809
Other (income) expenses		(57	)		13			(7	)		(2	)		98			-			45
Earnings (loss) before finance costs and income taxes		625			(909	)		560			62			(441	)		(29	)		(132	)
Depreciation and amortization		367			312			334			140			41			-			1,194
EBITDA		992			(597	)		894			202			(400	)		(29	)		1,062
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.

31

Unaudited In millions of US dollars except as otherwise noted  

The Company disaggregated revenue from contracts with customers by product line or geographic location for each reportable segment to show how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

	Three Months Ended September 30				Nine Months Ended September 30
	2019		2018		2019		2018
Retail sales by product line
Crop nutrients		769		650		4,082		3,660
Crop protection products		1,318		1,086		4,348		4,218
Seed		60		60		1,613		1,584
Merchandise		135		161		387		442
Services and other		217		174		620		599
		2,499		2,131		11,050		10,503
Potash sales by geography
Manufactured product
North America		437		483		1,084		1,128
Offshore 1		379		458		1,421		1,198
Other potash and purchased products		-		1		1		2
		816		942		2,506		2,328
Nitrogen sales by product line 2
Manufactured product
Ammonia		172		225		713		783
Urea		239		217		801		730
Solutions, nitrates and sulfates		193		207		613		620
Other nitrogen and purchased products		75		75		393		366
		679		724		2,520		2,499
Phosphate sales by product line 2
Manufactured Product
Fertilizer		205		305		752		846
Industrial and feed		119		126		359		352
Other phosphate and purchased products		52		33		148		114
		376		464		1,259		1,312

 1 Relates primarily to Canpotex Ltd. (“Canpotex”) (Note 13).

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

NOTE 3  IMPAIRMENT OF ASSETS

During the nine months ended September 30, 2019, the Company recorded an impairment of $33 relating to certain intangible assets.

During the nine months ended September 30, 2018, through a strategic portfolio review, the Company determined the New Brunswick Potash operations would no longer be part of the Company’s medium-term or long-term strategic plans. Accordingly, the New Brunswick cash generating unit was estimated to have a recoverable amount of $50, based on the fair value less costs of disposal. This resulted in an impairment loss of $1,809 ($1,320, net of tax) related to its property, plant and equipment being recorded in the Potash segment for the three and nine months ended September 30, 2018. The estimated recoverable amount was determined to be the salvage value of the assets based on the estimated fair market value of similar used assets and past experience, a Level 3 fair value measurement.

32

Unaudited In millions of US dollars except as otherwise noted  

NOTE 4  OTHER EXPENSES (INCOME)

	Three Months Ended September 30						Nine Months Ended September 30
	2019			2018			2019			2018
Merger and related costs		21			62			57			143
Foreign exchange loss (gain)		2			-			14			(2)
Earnings of equity-accounted investees		(6	)		(15	)		(53	)		(26)
Gain on curtailment of defined benefit pension and other post-retirement benefit plans		-			(151	)		-			(151)
Other expenses		20			7			107			81
		37			(97	)		125			45

During the third quarter of 2018, as part of the Company’s continuous assessment of its operations, participation (based on age and years of service) in certain company defined benefit pension and other post-retirement benefit plans was suspended and/or discontinued effective January 1, 2020. As a result, the Company recognized a merger-related gain on curtailment of defined benefit pension and other post-retirement benefit plans of $151.

NOTE 5  INCOME TAXES

A separate estimated average annual effective income tax rate was determined for each taxing jurisdiction and applied individually to the interim period pre-tax earnings from continuing operations for each jurisdiction.

	Three Months Ended September 30					Nine Months Ended September 30
Income Tax Related to Continuing Operations	2019		2018			2019		2018
Income tax expense (recovery)		40		(434	)		346		(199)
Actual effective tax rate on earnings (loss) from continuing operations (%)		22		29			25		38
Actual effective tax rate including discrete items (%)		22		29			25		38
Discrete tax adjustments that impacted the tax rate		1		2			5		-

Income tax balances within the condensed consolidated balance sheets were comprised of the following:

Income Tax Assets and Liabilities	Balance Sheet Location	As at September 30, 2019		As at December 31, 2018
Current income tax assets
Current	Receivables		81		248
Non-current	Other assets		36		36
Deferred income tax assets	Other assets		269		216
Total income tax assets			386		500
Current income tax liabilities
Current	Payables and accrued charges		41		47
Non-current	Other non-current liabilities		40		64
Deferred income tax liabilities	Deferred income tax liabilities		3,137		2,907
Total income tax liabilities			3,218		3,018

NOTE 6  DISCONTINUED OPERATIONS

During the three and nine months ended September 30, 2019, there were no discontinued operations.

In 2018, the Company’s investments in Sociedad Quimica y Minera de Chile S.A. (“SQM”), Israel Chemical Ltd. (“ICL”) and Arab Potash Company (“APC”) were presented as discontinued operations. During the nine months ended September 30, 2018, the Company sold its investments in ICL, a portion of its investment in SQM and its Conda Phosphate operations for proceeds, net of commissions, of $1,061, $685 and $87, respectively.

33

Unaudited In millions of US dollars except as otherwise noted  

Net earnings from discontinued operations were comprised of:

	Three Months Ended September 30, 2018			Nine Months Ended September 30, 2018
Gain on disposal of investment in SQM		-			841
Dividend income of SQM, APC and ICL 1		30			156
Income tax expense 2		(7	)		(299	)
Net earnings from discontinued operations		23			698

1 Dividend income is included in cash provided by operating activities on the condensed consolidated statements of cash flows.

2 For the three months ended September 30, 2018, income tax expense relates to the planned repatriation of dividend income and the remaining excess cash available in Chile. For the nine months ended September 30, 2018, income tax expense is comprised of $255 relating to the disposals of certain SQM shares including the planned repatriation of the net proceeds, and $44 relating to earnings from discontinued operations.

NOTE 7  FINANCIAL INSTRUMENTS

Fair Value

Estimated fair values for financial instruments are designed to approximate amounts for which the instruments could be exchanged in a current arm’s-length transaction between knowledgeable, willing parties. The valuation policies and procedures for financial reporting purposes are determined by the Company’s finance department. There have been no changes to the Company’s valuation methods presented in Note 13 of the 2018 annual consolidated financial statements and those valuation methods have been applied in these interim financial statements.

The following table presents the Company’s fair value hierarchy for financial assets and financial liabilities carried at fair value on a recurring basis or measured at amortized cost:

	September 30, 2019									December 31, 2018
Financial instruments measured at	Carrying Amount			Level 1 1			Level 2 1			Carrying Amount			Level 1 1			Level 2 1
Fair value on a recurring basis
Cash and cash equivalents		568			-			568			2,314			-			2,314
Derivative instrument assets		5			-			5			5			-			5
Other current financial assets - marketable securities 2		192			23			169			97			12			85
Investments at FVTOCI 3		160			160			-			186			186			-
Derivative instrument liabilities		(38	)		-			(38	)		(71	)		-			(71	)
Amortized cost
Current portion of long-term debt
Senior notes and debentures 4		(494	)		-			(507	)		(995	)		-			(1,009	)
Fixed and floating rate debt		(7	)		-			(7	)		(8	)		-			(8	)
Long-term debt
Senior notes and debentures 4		(8,532	)		(4,788	)		(4,311	)		(7,569	)		(1,004	)		(6,177	)
Fixed and floating rate debt		(23	)		-			(23	)		(22	)		-			(22	)

1 During the period ended September 30, 2019, there were no transfers between Level 1 and Level 2 for financial instruments measured at fair value on a recurring basis. The Company’s policy is to recognize transfers at the end of the reporting period.

2 Marketable securities consist of equity and fixed income securities. The Company determines the fair value of equity securities based on the bid price of identical instruments in active markets. The Company values fixed income securities using quoted prices of instruments with similar terms and credit risk.

3 Investments at fair value through other comprehensive income (“FVTOCI”) are comprised of shares in Sinofert Holdings Ltd. (“Sinofert”) (December 31, 2018 – Sinofert and other).

4 Carrying amount of liability includes net unamortized debt issue costs.

NOTE 8  SHORT-TERM DEBT

In 2019, the Company terminated its $500 accounts receivable securitization program. There were no loan drawdowns made under this program in 2019.

34

Unaudited In millions of US dollars except as otherwise noted  

NOTE 9  LONG-TERM DEBT

The following tables summarize the Company’s long-term debt issuances and repayment activities during the nine months ended September 30, 2019:

	Rate of interest (%)		Maturity		Amount
Notes issued 2019		4.200		April 1, 2029		750
Notes issued 2019		5.000		April 1, 2049		750
						1,500

The notes issued in 2019 are unsecured, rank equally with Nutrien’s existing unsecured debt, and have no sinking fund requirements prior to maturity. Each series is redeemable and provides for redemption prior to maturity, at the Company’s option, at specified prices.

	Rate of interest (%)		Maturity		Amount
Debentures repaid 2019		6.750		January 15, 2019		500
Senior Notes repaid 2019		6.500		May 15, 2019		500
						1,000

NOTE 10  SHARE CAPITAL

Authorized

The Company is authorized to issue an unlimited number of common shares without par value and an unlimited number of preferred shares. The common shares are not redeemable or convertible. The preferred shares may be issued in one or more series with rights and conditions to be determined by the Board of Directors. No preferred shares have been issued.

Issued

	Number of Common Shares			Share Capital
Balance – December 31, 2018		608,535,477			16,740
Issued under option plans and share-settled plans		431,485			21
Repurchased		(36,066,766	)		(992	)
Balance – September 30, 2019		572,900,196			15,769

Share repurchase programs

	Board of Directors Approval	Expiry	Maximum Shares for Repurchase
2018 Normal Course Issuer Bid 1	February 20, 2018	February 22, 2019		50,363,686
2019 Normal Course Issuer Bid 2	February 20, 2019	February 26, 2020		30,133,631

1 On December 14, 2018, the normal course issuer bid was increased to permit the repurchase of up to 8 percent of the Company’s outstanding common shares.

2 The normal course issuer bid permitted the repurchase of up to 5 percent of the Company’s outstanding common shares.

The Company has repurchased the maximum authorized amount under the 2019 normal course issuer bid. Purchases under the 2019 normal course issuer bid were made through open market purchases at market price as well as by other means as permitted by applicable securities regulatory authorities, including private agreements.

35

Unaudited In millions of US dollars except as otherwise noted  

The following table summarizes the Company’s share repurchase activities during the period:

	Three Months Ended September 30				Nine Months Ended  September 30
	2019		2018		2019		2018
Common shares repurchased for cancellation		-		7,271,800		36,066,766		32,209,923
Average price per share		-		54.15		52.07		51.62
Total cost		-		394		1,878		1,663
Repurchase resulting in a reduction of:
Share capital		-		199		992		884
Contributed surplus 1		-		-		-		23
Retained earnings 1		-		195		886		756

1 The excess of net cost over the average book value of the shares.

Dividends declared

The Company declared dividends per share of $0.45 (2018 – $0.40) during the three months ended September 30, 2019, payable on October 17, 2019 to shareholders of record on September 30, 2019, and $0.88 (2018 – $1.20) during the nine months ended September 30, 2019.

In 2019, the Company announced an increase in the expected quarterly dividend from $0.43 per share to $0.45 per share commencing with the quarterly dividend declared in the third quarter of 2019 and until otherwise determined by the Board of Directors.

Anti-dilutive shares

The diluted weighted average shares calculation excluded 979,000 stock options and 118,000 equity-settled performance share units for the three months ended September 30, 2018; and 621,000 stock options and 118,000 equity-settled performance share units for the nine months ended September 30, 2018, due to their anti-dilutive effect.

NOTE 11  BUSINESS ACQUISITIONS

The Company had the following acquisitions for the nine months ended September 30, 2019:

	Ruralco Holdings Limited (“Ruralco”)	Other Acquisitions
Acquisition date	September 30, 2019	Various
Total consideration, net of cash and cash equivalents acquired	$330 Also included in the total consideration, net of cash and cash equivalents acquired, is the impact of $18 relating to a foreign exchange hedge loss which the Company designated a cash flow hedge and accounted for similarly to other cash flow hedges. As the hedge was related to the commitment to purchase a foreign operation the Company considered it a non-financial item. The loss from the hedging instrument initially recognized in other comprehensive income (loss) was adjusted as part of goodwill when the business acquisition occurred.	$507, net of $100 previously held equity-accounted interest held in Agrichem. The remaining 20 percent interest in Agrichem was acquired in the first nine months of 2019, making Agrichem a wholly owned consolidated subsidiary of the Company.
Description	An agriservices business in Australia with more than 500 operating locations.	54 Retail locations in North and South America and Australia, which included companies operating within the proprietary products business, such as Actagro, LLC (“Actagro”), a developer, manufacturer and marketer of environmentally sustainable soil and plant health products and technologies.
Expected benefits	•  reduced operating costs •  broader distribution of Nutrien/Landmark products •  enhanced ability to foster innovation •  exposure to the water segment	•  expansion of geographical coverage for the sale of crop input products •  increased customer base and workforce •  synergies between Nutrien and acquired businesses

36

Unaudited In millions of US dollars except as otherwise noted  

The Company has engaged independent valuation experts to assist in determining the fair value of certain assets acquired and liabilities assumed and related deferred income tax impacts. As at September 30, 2019, the purchase price allocation for the Actagro acquisition was substantially complete. The purchase price allocation for Ruralco and other acquisitions are not final as the Company is continuing to obtain and verify information required to determine the fair value of certain assets acquired and liabilities assumed and the amount of deferred income taxes arising on their recognition. The Company expects to finalize the amounts recognized as it obtains the information necessary to complete the analysis within one year from the date of the acquisition.

The preliminary values allocated to the acquired assets and assumed liabilities based upon fair values were as follows:

	September 30, 2019
	Ruralco			Other Acquisitions
Receivables 1		250			68
Inventories		116			120
Prepaid expenses and other current assets		11			39
Property, plant and equipment		70			106
Goodwill 2		272			293
Other intangible assets		55			179
Investments and other assets		31			2
Short-term debt 3		(112	)		-
Payables and accrued charges		(299	)		(152	)
Other current liabilities		(17	)		-
Long-term debt		-			(36	)
Other non-current liabilities		(47	)		(12	)
Total consideration		330			607
Previously held equity-accounted interest in Agrichem		-			(100	)
Total consideration, net of cash and cash equivalents acquired		330			507

1 Includes trade receivables with gross contractual amount of $247.

2 Goodwill was calculated as the excess of the fair value of consideration transferred over the recognized amount of net identifiable assets acquired. The portion of goodwill deductible for income tax purposes will be determined when the purchase allocation is finalized.

3 Outstanding amount on the Ruralco credit facilities assumed as part of the acquisition.

The significant fair value considerations included in the allocation of the purchase price are discussed below:

Asset	Valuation Technique
Property, plant and equipment	Market approach for land and certain types of personal property: sales comparison that measures the value of an asset through an analysis of sales and offerings of comparable assets. Replacement costs for all other depreciable property, plant and equipment: measures the value of an asset by estimating the cost to acquire or construct comparable assets and adjusts for age and condition of the asset.
Other intangible assets	Income approach – multi-period excess earnings method: which measures the value of an asset based on the present value of the incremental after-tax cash flows attributable to the asset after deducting contributory asset charges (“CACs”). Allocation of CACs is a matter of judgment and based on the nature of the acquired business’ operations and historical trend.

The Ruralco acquisition was completed at the close of business on September 30, 2019, therefore, the Company’s consolidated statements of earnings did not include any impacts from Ruralco for the three and nine months ended September 30, 2019. Financial information related to business acquisitions is as follows:

	Pro Forma 1				Three Months Ended 2 September 30, 2019		Nine Months Ended 2 September 30, 2019
	Ruralco		Other Acquisitions		Other Acquisitions		Other Acquisitions
Sales		1,090		460		99		267
EBITDA/Net earnings		50		80		4		6

1 Estimated annual sales and EBITDA if acquisitions occurred at January 1, 2019.

2 Sales and net earnings from continuing operations before income taxes from date of acquisition.

37

Unaudited In millions of US dollars except as otherwise noted  

NOTE 12  SEASONALITY

Seasonality in the Company’s business results from increased demand for products during planting season. Crop input sales are generally higher in spring and fall application seasons. Crop input inventories are normally accumulated leading up to each application season. Feed and industrial sales are more evenly distributed throughout the year. The results of this seasonality have a corresponding effect on trade and rebates receivables, inventories, prepaid expenses and other current assets and trade payables. Our short-term debt also fluctuates during the year to meet working capital needs. The Company’s cash collections generally occur after the application season is complete, while customer prepayments are concentrated in December and January and inventory prepayments are concentrated in the period from November to January.

NOTE 13  RELATED PARTY TRANSACTIONS

The Company sells potash from its Canadian mines for use outside Canada and the United States exclusively to Canpotex. Sales are at prevailing market prices and are settled on normal trade terms. Sales to Canpotex for the three months ended September 30, 2019 were $379 (2018 – $458) and the nine months ended September 30, 2019 were $1,421 (2018 – $1,198). At September 30, 2019, $215 (December 31, 2018 – $208) was owing from Canpotex.

38

EX-99.2

Exhibit 99.2

NUTRIEN LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

AS AT AND FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2019

Management’s Discussion and Analysis

The following management’s discussion and analysis (“MD&A”) is the responsibility of management and is dated as of November 4, 2019. The Board of Directors (“Board”) of Nutrien carries out its responsibility for review of this disclosure principally through its audit committee, comprised exclusively of independent directors. The audit committee reviews and, prior to its publication approves this disclosure pursuant to the authority delegated to it by the Board. The term “Nutrien” refers to Nutrien Ltd. and the terms “we,” “us,” “our,” “Nutrien” and “the Company” refer to Nutrien and, as applicable, Nutrien and its direct and indirect subsidiaries as a group. Additional information relating to Nutrien (which, except as otherwise noted, is not incorporated by reference herein), including our 2018 Annual Report dated February 20, 2019, which includes our consolidated financial statements and management’s discussion and analysis and our Annual Information Form, each for the year ended December 31, 2018, can be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. The Company is a foreign private issuer under the rules and regulations of the US Securities and Exchange Commission (“SEC”).

This MD&A is based on the Company’s unaudited interim condensed consolidated financial statements as at and for the three and nine months ended September 30, 2019 (“interim financial statements”) prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) and prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting” unless otherwise stated. It contains certain non-IFRS financial measures and forward-looking statements which are described in the “Non-IFRS Financial Measures” section and the “Forward-Looking Statements” section respectively. For the definitions of financial and non-financial terms used in this MD&A, 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. 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.

Market Outlook

Agriculture and Retail

• US corn and soybean prices have increased by approximately 10 percent from summertime lows, as the shortened growing season is expected to lead to lower yields and harvested acreage, particularly after parts of the Northern Corn Belt received frost in mid-October.

We believe this will tighten crop inventories and result in approximately 12 million, or about 7 percent, more US corn and soybean acres to be planted in 2020, which is expected to support crop input demand. While there is strong underlying demand for a heavy crop input application season this fall, there is significant risk of a shortened application window created by the late harvest in both the US and Canada.

• South American corn and soybean prices have increased by approximately 20 percent since July 2019 and growers in Brazil are expected to increase soybean and safrinha corn planting by a combined four to five million acres, or 3 to 4 percent, over last year’s level. We expect this growth to translate into a meaningful increase in crop input demand.

• Weak palm oil prices had a significant impact on potash demand in South East Asia this quarter. However, prices have recently improved, partly due to new biofuel policy developments in Indonesia and Malaysia.

• Australia continues to experience drought conditions which could limit crop production and input use over the coming year.

Crop Nutrient Markets

• Global potash prices declined during the third quarter of 2019 as customers in key offshore markets drew from inventories built by strong first-half 2019 shipments, delaying new annual contracts in China and India. Global producers announced curtailments to rebalance supply over the near term.

We anticipate potash demand to remain subdued through the fourth quarter of 2019 as customers continue to draw down inventory. We are lowering our 2019 projection of global potash deliveries to 64 to 65 million tonnes (previously 65-67 million tonnes). We are also further lowering our potash sales volume guidance to 11.6 to 12.0 million tonnes, which represents an incremental 300,000 tonnes impact to the 700,000 tonne downward revision announced on September 11, 2019 (potash sales volume guidance provided on July 29, 2019 was 12.6 to 13.0 million tonnes).

2

We expect global potash deliveries to rebound to 67 to 69 million tonnes in 2020 as offshore inventories are depleted, Western Hemisphere planted acreage increases significantly and affordability for growers remains attractive with improved prices for corn, soybeans and palm oil.

• Global ammonia benchmark prices have increased from third quarter 2019 lows as a result of several unplanned production outages and improved demand, while US urea import prices have recently come under pressure. We expect strong seasonal nitrogen demand, supported by higher planted acreage in the US and Brazil, and strong demand in India due to favorable monsoon conditions and supportive government policies.

• Dry phosphate fertilizer prices continue to be pressured by the combination of increased supply from Saudi Arabia and Morocco, strong exports from China and lower raw material prices. Liquid fertilizer and industrial phosphates prices continue to demonstrate more stability.

Financial Outlook and Guidance

Based on our nine-month results and market factors detailed above, we have lowered 2019 adjusted net earnings guidance to $2.30 to $2.55 per share (previously $2.70 to $3.00 per share) and adjusted EBITDA guidance to $4.0 to $4.3 billion (previously $4.35 to $4.70 billion). For additional adjustments to related guidance, please see the table below.

The related sensitivities can be found on page 62 of Nutrien’s 2018 Annual Report.

All guidance numbers, including those noted above are outlined in the table below.

2019 Guidance Ranges 1	Low		High
Adjusted net earnings per share 2	$	2.30	$	2.55
Adjusted EBITDA (billions) 2	$	4.00	$	4.30
Retail EBITDA (billions)	$	1.20	$	1.30
Potash EBITDA (billions)	$	1.60	$	1.70
Nitrogen EBITDA (billions)	$	1.30	$	1.35
Phosphate EBITDA (millions)	$	175	$	200
Potash sales tonnes (millions) 3		11.6		12.0
Nitrogen sales tonnes (millions) 3		10.6		10.8
Depreciation and amortization (billions)	$	1.80	$	1.90
Merger and related costs (millions)	$	60	$	70
Effective tax rate on continuing operations		23%		25%
Sustaining capital expenditures (billions)	$	1.0	$	1.1

1 See the “Forward-Looking Statements” section of this MD&A.

2 See the “Non-IFRS Financial Measures” section of this MD&A.

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

3

Consolidated Results

	Three Months Ended September 30								Nine Months Ended September 30
(millions of US dollars)	2019		2018			% Change			2019		2018			% Change
Sales 1		4,134		3,990			4			16,482		15,761			5
Freight, transportation and distribution		246		253			(3	)		667		675			(1	)
Cost of goods sold 1		2,748		2,582			6			11,388		10,953			4
Gross margin		1,140		1,155			(1	)		4,427		4,133			7
Expenses		812		2,514			(68	)		2,628		4,265			(38	)
Net earnings (loss) from continuing operations		141		(1,067	)		n/m			1,040		(327	)		n/m
Net earnings from discontinued operations		-		23			(100	)		-		698			(100	)
Net earnings (loss)		141		(1,044	)		n/m			1,040		371			180
EBITDA 2		785		(932	)		n/m			3,162		1,062			198
Adjusted EBITDA 2		785		839			(6	)		3,347		3,012			11
Free Cash Flow 2		329		422			(22	)		2,019		1,572			28
1 Certain immaterial figures have been reclassified or grouped together for the three and nine months ended September 30, 2018.
2 See the “Non-IFRS Financial Measures” section.

Our third-quarter and first-nine months of 2019 net earnings from continuing operations increased compared to the same periods in 2018 due to a non-cash impairment of our New Brunswick potash facility in 2018, the continued benefit of Merger related synergies and operational improvements, higher potash net realized prices, and strong performance by Retail in the third quarter of 2019 where a compressed US growing season supported demand for higher margin products and services. Net earnings from continuing operations in the 2019 periods were negatively impacted by lower sales of produced crop nutrients caused by a temporary slow down of global demand and the timing of the US application season.

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 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 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 nine months ended September 30, 2019 to the results for the three and nine months ended September 30, 2018, unless otherwise noted. See Appendix A for a summary of our results for the nine months ended September 30, 2019 by operating segment.

4

Retail

(millions of US dollars, except        as otherwise noted)	Three Months Ended September 30
	Dollars								Gross Margin							Gross Margin (%)
	2019		2018			% Change			2019		2018		% Change			2019		2018
Sales
Crop nutrients 1		769		650			18			175		142		23			23		22
Crop protection products		1,318		1,086			21			303		236		28			23		22
Seed		60		60			-			17		14		21			28		23
Merchandise 2		135		161			(16	)		22		27		(19	)		16		17
Services and other		217		174			25			138		114		21			64		66
		2,499		2,131			17			655		533		23			26		25
Cost of goods sold 2		1,844		1,598			15
Gross margin		655		533			23
Expenses 3		617		539			14
Earnings (loss) before finance costs and taxes (“EBIT”)		38		(6	)		n/m
Depreciation and amortization		152		122			25
EBITDA		190		116			64

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

  2 Certain immaterial figures have been reclassified or grouped together for the three months ended September 30, 2018.

  3 Includes selling expenses of $601 million (2018 – $552 million).

• EBITDA was higher in the third quarter of 2019 as a higher proportion of crop nutrients and crop protection products applications were made in the US during the quarter due to the impact of a wet spring. EBITDA increased in the first nine months of 2019 as sales, service and supply chain strength helped to grow share in key markets. Gross margin percentage increased in the third quarter due to a favorable sales mix of product, and gross margin percentage for the first nine months of 2019 is now in-line with 2018 levels. Expenses as a proportion of sales in the third quarter and first nine months of 2019 were similar to the same periods in 2018.

• Crop nutrients sales increased in the third quarter and first nine months of 2019 due to higher sales volumes and selling prices. Gross margin percentage also increased in the periods due to strategic purchasing and an increased mix of higher margin specialty and proprietary products.

• Crop protection products sales in the third quarter and first nine months of 2019 increased as US farmers made more in-season applications due to the excessive moisture experienced earlier in the year. Gross margin percentage increased in the third quarter and was stable in the first nine months of 2019 due to favorable sales product mix and strategic purchasing. This offset the impact of higher competition in an abbreviated pre-emergence season and higher costs of raw materials sourced from China.

• Seed sales in the third quarter were comparable to the same period last year as higher sales in North America more than offset lower Australian sales, which was caused by prolonged drought conditions. Seed sales in the first nine months of 2019 increased as a result of a greater proportion of sales from higher value corn and cotton seed, which more than offset the impact of lower planted acreage in the US. Gross margin percentage was higher in the third quarter and flat in the first nine months of 2019 due to the timing of vendor programs, which offset replanting discounts earlier in 2019.

• Services and other sales were higher in the third quarter and first nine months of 2019 due mostly to increased US applications and services resulting from a condensed growing season, as well as the timing of Australian livestock commissions. Gross margin percentage decreased in the quarter compared to the previous year due to the lower margin livestock commissions, while gross margin percentage for the first nine months of 2019 increased significantly due to a greater proportion of higher margin North American sales.

5

Potash

(millions of US dollars, except     as otherwise noted)	Three Months Ended September 30
	Dollars								Tonnes (thousands)						Average per Tonne
	2019		2018			% Change			2019	2018		% Change			2019		2018		% Change
Manufactured product 1
Net sales
North America		330		358			(8	)	1,438		1,678		(14	)		229		213		8
Offshore		379		458			(17	)	1,823		2,180		(16	)		208		210		(1	)
		709		816			(13	)	3,261		3,858		(15	)		218		212		3
Cost of goods sold		303		358			(15	)								94		93		1
Gross margin - manufactured		406		458			(11	)								124		119		4
Gross margin - other 2		-		1			(100	)	Depreciation and amortization							34		33		3
Gross margin - total		406		459			(12	)
Impairment of assets		-		1,809			(100	)	Gross margin excluding depreciation
Expenses 3		86		89			(3	)	and amortization - manufactured 4							158		152		4
EBIT		320		(1,439	)		n/m		Potash cash cost of product
Depreciation and amortization		110		128			(14	)	manufactured 4							62		56		11
EBITDA		430		(1,311	)		n/m
Adjusted EBITDA 4		430		498			(14	)
1 Includes intersegment sales. See Note 2 to the interim 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 $83 million (2018 – $78 million). 4 See the “Non-IFRS Financial Measures” section.

• EBITDA was higher in the third quarter and first nine months of 2019 due to a non-cash impairment of our New Brunswick potash facility in the same periods of 2018. Adjusted EBITDA decreased in the third quarter of 2019 due mostly to lower sales volumes. Adjusted EBITDA in the first nine months of 2019 was higher than the same period last year as higher net realized selling prices more than offset lower sales volumes and previously announced changes to the Saskatchewan government tax structure.

• Sales volumes in North America were the second highest of any third quarter, down only from the third quarter record of 2018. North American sales volumes in the first nine months of 2019 were lower due to a wet US spring which postponed some applications. Offshore sales volumes were lower in the third quarter of 2019 as customers in key markets drew upon inventory levels, however, offshore sales volumes for the first nine months of 2019 were the highest on record due to strong demand in the first half of 2019.

• Net realized selling price increased in the third quarter of 2019 due to higher prices in the North American market. Offshore net realized selling prices in the third quarter were lower than the previous period reflecting pressure from the slowdown in offshore demand and adjustments to Nutrien’s provisional selling price to Canpotex. North American and Offshore net realized selling prices were higher during the first nine months of 2019, similar to increases in major global benchmark prices.

• Cost of goods sold per tonne was largely unchanged in the third quarter and first nine months of 2019 as higher royalties and higher costs resulting from the timing of mine maintenance were offset by favorable foreign exchange rate changes. Potash cash cost of product manufactured increased in the periods mostly due to the timing of mine maintenance and lower production volumes.

Canpotex Sales by Market

(percentage of sales volumes, except as    otherwise noted)	Three Months Ended September 30							Nine Months Ended September 30
	2019		2018		% Change			2019		2018		% Change
Latin America		44		40		10			31		33		(6	)
Other Asian markets 1		21		37		(43	)		27		32		(16	)
China		16		7		129			23		18		28
India		12		11		9			11		9		22
Other markets		7		5		40			8		8		-
		100		100					100		100
1 All Asian markets except China and India.

6

Nitrogen

	Three Months Ended September 30
(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		144		190		(24	)	715		750		(5	)		203		253		(20	)
Urea		221		198		12		726		691		5			304		286		6
Solutions, nitrates and sulfates		168		182		(8	)	1,081		1,122		(4	)		155		163		(5	)
		533		570		(6	)	2,522		2,563		(2	)		211		222		(5	)
Cost of goods sold		416		419		(1	)								165		164		1
Gross margin - manufactured		117		151		(23	)								46		58		(21	)
Gross margin - other 3		16		13		23		Depreciation and amortization							50		45		11
Gross margin - total		133		164		(19	)	Gross margin excluding depreciation
Expenses		13		9		44		and amortization - manufactured 4							96		103		(7	)
EBIT		120		155		(23	)	Ammonia controllable cash cost of
Depreciation and amortization		127		115		10		product manufactured 4							45		44		2
EBITDA		247		270		(9	)

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

2 Includes intersegment sales. See Note 2 to the interim financial statements.

3 Includes other nitrogen (including ESN® and Rainbow) and purchased products and is comprised of net sales of $69 million (2018 – $69 million) less cost of goods sold of $53 million (2018 – $56 million).

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

• EBITDA decreased in the third quarter of 2019 due primarily to lower net realized selling prices. EBITDA in the first nine months of 2019 increased as a result of higher net realized selling prices and higher earnings from equity-accounted investees.

• Sales volumes were down slightly in the third quarter due to a delay in the start to the fall season across most of North America, resulting from the late maturity of the crop. Sales volumes in the first nine months of 2019 decreased compared to the same period in 2018 due to the extremely wet weather this spring across the US and the late start to the fall season.

• Net realized selling price of nitrogen decreased in the third quarter of 2019 following most global benchmarks, particularly for international trade ammonia. The net realized selling price of nitrogen in the first nine months of 2019 was up compared to the same period in 2018 as our distribution network and product positioning allowed us to benefit from higher US inland premiums when supply was impacted by elevated water levels on many of the US river systems.

• Cost of goods sold per tonne of nitrogen was similar for the third quarter and up slightly for the first nine months of 2019 compared to the same periods in 2018 as lower gas costs were offset by a lower proportion of sales from our lower-cost facilities, increased maintenance spend and slightly lower volumes. Ammonia controllable cash cost of product manufactured per tonne was mostly unchanged for the third quarter and first nine months of 2019.

Natural Gas Prices

	Three Months Ended September 30							Nine Months Ended September 30
(US dollars per MMBtu, except as otherwise noted)	2019		2018		% Change			2019		2018		% Change
Overall gas cost excluding realized derivative impact		2.06		2.40		(14	)		2.47		2.45		1
Realized derivative impact		0.22		0.34		(35	)		0.14		0.33		(58	)
Overall gas cost		2.28		2.74		(17	)		2.61		2.78		(6	)
Average NYMEX		2.23		2.90		(23	)		2.67		2.90		(8	)
Average AECO		0.78		1.03		(24	)		1.05		1.10		(5	)

• Gas costs were lower compared to the third quarter and first nine months of 2018 due to lower benchmark and contract gas prices.

7

Phosphate

(millions of US dollars, except     as otherwise noted)	Three Months Ended September 30
	Dollars								Tonnes (thousands)							Average per Tonne
	2019			2018 ¹		% Change			2019		2018 ¹		% Change			2019			2018 ¹		% Change
Manufactured product 2
Net sales
Fertilizer		164			267		(39	)		492		650		(24	)		335			411		(18	)
Industrial and feed		106			114		(7	)		192		228		(16	)		549			498		10
		270			381		(29	)		684		878		(22	)		396			434		(9	)
Cost of goods sold		284			355		(20	)									416			404		3
Gross margin - manufactured		(14	)		26		n/m										(20	)		30		n/m
Gross margin - other 3		(1	)		1		n/m			Depreciation and amortization							85			59		44
Gross margin - total		(15	)		27		n/m			Gross margin excluding depreciation												-
Expenses		9			4		125			and amortization - manufactured 4							65			89		(27	)
EBIT		(24	)		23		n/m
Depreciation and amortization		58			52		12
EBITDA		34			75		(55	)

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

2 Includes intersegment sales. See Note 2 to the interim financial statements.

3 Includes other phosphate and purchased products and is comprised of net sales of $44 million (2018 - $29 million) less cost of goods sold of $45 million (2018 - $28 million).

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

• EBITDA decreased in the third quarter and first nine months of 2019 due to lower net realized selling prices, lower sales volumes and higher non-cash asset retirement obligation and inventory adjustments.

• Sales volumes decreased in the third quarter and first nine months of 2019 due to the conversion of the Redwater facility to ammonium sulfate and delayed demand caused by a late spring planting season in most of North America.

• Net realized selling price decreased in the third quarter and first nine months of 2019 as higher prices for industrial products were more than offset by lower dry fertilizer prices.

• Cost of goods sold per tonne increased in the third quarter and first nine months of 2019 compared to the same periods in 2018 mostly due to higher non-cash asset retirement obligation and inventory adjustments and lower sales volumes that more than offset lower raw material costs.

8

Expenses and Income Below Gross Margin

(millions of US dollars, except as otherwise      noted)	Three Months Ended September 30									Nine Months Ended September 30
	2019			2018			% Change			2019			2018			% Change
Selling expenses 1		607			560			8			1,835			1,758			4
General and administrative expenses 2		97			112			(13	)		287			312			(8	)
Provincial mining and other taxes 3		92			79			16			253			192			32
Share-based compensation    (recovery) expense 4		(21	)		51			n/m			95			149			(36	)
Impairment of assets 3		-			1,809			(100	)		33			1,809			(98	)
Other expenses (income)		37			(97	)		n/m			125			45			178
Finance costs		147			142			4			413			394			5
Income tax expense (recovery)		40			(434	)		n/m			346			(199	)		n/m
Actual effective tax rate on earnings (loss)    from continuing operations (%)		22			29			(24	)		25			38			(34	)
Actual effective tax rate including    discrete items (%)		22			29			(24	)		25			38			(34	)
Other comprehensive (loss) income		(75	)		1			n/m			(57	)		(174	)		(67	)

1 Expenses are primarily in the Retail segment. See the “Segment Results” section for analysis.

2 Includes expenses in the Corporate and Others segment of $65 million for the three months ended September 30, 2019 (2018 - $75 million) and $191 million for the nine months ended September 30, 2019 (2018 - $208 million).

3 Expenses are primarily in the Potash segment. See the “Segment Results” section for analysis.

4 Expenses are reported in the Corporate and Others segment.

• Share-based compensation (recovery) expense was a recovery in the third quarter of 2019 as our share price decreased, compared to an increase in share price in the comparative period which resulted in an expense. For the first nine months of 2019, the expense was lower due to lower share price appreciation than in the comparative period.

• Other expenses (income) were higher than the comparative quarter and in the first nine month of 2019 primarily due to a curtailment gain on certain of our defined benefit plans (“Curtailment Gain”) in the comparative periods partially offset by lower Merger and related costs in the current periods.

• Income tax expense (recovery) - The decrease in the effective tax rates on earnings from continuing operations for the third quarter and first nine months of 2019 compared to the same periods last year is a result of a change in proportionate earnings (loss) between jurisdictions. In 2018, an impairment of Canadian assets contributed to higher effective tax rates.

• Other comprehensive (loss) income was a loss in the third quarter of 2019 compared to income in the comparative quarter primarily due to the higher net loss on translation of our Retail operations in Canada and Australia as well as a decrease in the fair value of our investment in Sinofert Holdings Limited (“Sinofert”).

Other comprehensive loss was lower in the first nine months of 2019 than in the comparative period due primarily to the lower net loss on translation of our Retail operations in Canada, Argentina and Australia as well as a lower unrealized loss in our investment in Sinofert in 2019. The 2018 losses were partially offset by an actuarial gain on our defined benefit plans.

9

Financial Condition Review

The following balance sheet categories contained variances that were considered significant:

	As at
(millions of US dollars, except as otherwise noted)	September 30, 2019		December 31, 2018		$ Change			% Change
Assets
Cash and cash equivalents		568		2,314		(1,746	)		(75	)
Receivables		4,843		3,342		1,501			45
Inventories		3,873		4,917		(1,044	)		(21	)
Prepaid expenses and other current assets		440		1,089		(649	)		(60	)
Property, plant and equipment		20,045		18,796		1,249			7
Goodwill		11,983		11,431		552			5
Liabilities and Equity
Short-term debt		2,287		629		1,658			264
Current portion of long-term debt		501		995		(494	)		(50	)
Current portion of lease liabilities		219		8		211			n/m
Payables and accrued charges		4,615		6,703		(2,088	)		(31	)
Long-term debt		8,555		7,579		976			13
Lease liabilities		793		12		781			n/m
Deferred income tax liabilities		3,137		2,907		230			8
Share capital		15,769		16,740		(971	)		(6	)
Retained earnings		7,399		7,745		(346	)		(4	)

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

• Receivables increased due to a shift in Retail sales to the third quarter of 2019 as a result of unfavorable weather conditions in the second quarter of 2019. Receivables also increased due to the acquisition of Ruralco Holdings Limited (“Ruralco”) which was completed on September 30, 2019.

• Inventories decreased due to a drawdown from increased seasonal Retail sales activity.

• Prepaid expenses and other current assets decreased due to the drawdown of prepaid inventory where Retail typically prepays for product at year-end and takes possession of inventory throughout the year.

• Property, plant and equipment increased primarily due to the addition of “right-of-use” assets from the adoption of the lease standard as discussed in the “Other Financial Information” section. Property, plant and equipment also increased due to recent Retail business acquisitions that were closed in the first nine months of 2019.

• Goodwill increased as a result of additional goodwill from the recent Retail acquisitions, primarily from Ruralco and Actagro, LLC (“Actagro”), that were closed in the first nine months of 2019.

• Short-term debt increased primarily from commercial paper issuances as part of our seasonal working capital management.

• Payables and accrued charges decreased primarily due to lower customer prepayments as Retail customers took delivery of prepaid sales. The decrease was partially offset by an increase in payables and accrued charges from the Ruralco acquisition.

• Long-term debt (including current portion) increased due to the addition of $1.5 billion in senior notes issued in April 2019 exceeding the repayment of $1 billion in notes that matured in the first nine months of 2019.

• Lease liabilities (including current portion) increased due to the recognition of approximately $1 billion in lease liabilities from the adoption of the lease standard as discussed in the “Other Financial Information” section.

• Deferred income tax liabilities increased primarily due to the deferred tax provision recorded on higher earnings from continuing operations.

• Share capital decreased primarily due to share repurchases.

• Retained earnings decreased primarily due to the impact of share repurchases and dividends declared exceeding net earnings.

10

Liquidity and Capital Resources

Sources and Uses of Liquidity

See the “Liquidity & Capital Resources” section of our 2018 Annual Report for information on our sources and uses of liquidity.

Key uses in the third quarter and/or nine months ended September 30, 2019 included:

• Acquisition of Ruralco, an agriservices business in Australia with over 500 Retail operating locations. In addition, we acquired 54 other Retail locations globally, which included Actagro, Van Horn, Inc. and Security Seed and Chemical, Inc. in the US as well as completing the remainder of the Agrichem acquisition in Brazil. The cash consideration paid for all business acquisitions in the first nine months of 2019 was $837 million (net of cash acquired), including Ruralco for $330 million. See Note 11 to the interim financial statements.

• Repurchase of 36,066,766 common shares for cancellation at a cost of $1,878 million with an average price per share of $52.07. This completed the purchases under the current normal course issuer bid. See Note 10 to the interim financial statements.

• Maturity and repayment of $1 billion of long-term debt in the first nine months of 2019. See Note 9 to the interim financial statements.

• Payment of $244 million and $764 million in dividends to shareholders for the three and nine months ended September 30, 2019, respectively.

We increased our expected quarterly dividend from $0.43 per share to $0.45 per share commencing for dividends declared in the third quarter of 2019 and until otherwise determined by the Board.

Key sources in the third quarter and/or nine months ended September 30, 2019 included:

• On April 1, 2019, we issued $1.5 billion in senior notes. See Note 9 to the interim financial statements.

• Commercial paper outstanding increased by $612 million and $1,588 million for the three and nine months ended September 30, 2019, respectively.

We believe that internally generated cash flow, supplemented by available borrowings under our existing financing sources, if necessary, will be sufficient to meet our anticipated capital expenditures and other cash requirements for at least the next 12 months. At this time, we do not reasonably expect any presently known trend or uncertainty to affect our ability to access our historical sources of liquidity.

Sources and Uses of Cash

(millions of US dollars, except as otherwise     noted)	Three Months Ended September 30									Nine Months Ended September 30
	2019			2018			% Change			2019			2018			% Change
Cash provided by (used in) operating activities		589			(177	)		n/m			1,246			84			n/m
Cash (used in) provided by investing activities		(904	)		(479	)		89			(2,133	)		903			n/m
Cash provided by (used in) financing activities		272			615			(56	)		(837	)		821			n/m
Effect of exchange rate changes on cash and cash equivalents		(5	)		(13	)		(62	)		(22	)		(22	)		-
(Decrease) increase in cash and cash equivalents		(48	)		(54	)		(11	)		(1,746	)		1,786			n/m

Cash and cash equivalents decreased by $48 million this quarter compared to a decrease of $54 million in the comparative quarter, due to:

• An approximately $400 million increase in cash used for acquisitions and capital expenditures compared to the same period in 2018 primarily from the recent Ruralco acquisition and capital expenditures related to our digital Retail projects, the Potash Full Potential Program, which launched in September 2018, and our ammonium sulfate product expansion at Redwater.

• Cash payments to shareholders in the form of share repurchases of $459 million in the third quarter of 2018 with no comparatives in the same period in 2019.

• A decrease in our short-term debt net borrowings by $744 million compared to 2018. We used our short-term debt borrowings in 2018 for share repurchases and dividend payments, which were subsequently repaid using proceeds from the sale of our equity investments.

11

In addition, the following business activities had cash impacts:

• Cash provided by operating activities significantly increased by $766 million. Despite a higher opening inventory balance due to unfavorable weather conditions since the end of 2018, we were able to sell through our inventories in the third quarter of 2019 that resulted in a positive impact to our cash flows.

• The shift in Retail sales and collections to the third quarter of 2019 as a result of unfavorable weather conditions in the second quarter of 2019 also resulted in a positive impact to our cash flows.

Cash and cash equivalents decreased by $1.7 billion in the nine months ended September 30, 2019 compared to an increase of $1.8 billion in the nine months ended September 30, 2018 due to:

• A decrease of approximately $2.3 billion in cash receipts related to discontinued operations and cash acquired as a result of the Merger compared to 2018.

• Repayment of $1 billion in long-term debt in the first nine months of 2019.

• Cash payments to shareholders in the form of share repurchases were approximately $1.9 billion, an increase of $267 million compared to 2018.

• Approximately $700 million increase in acquisitions and capital expenditures compared to 2018.

• Cash proceeds from the issuance of long-term debt of $1.5 billion in the first half of 2019 with no issuance in 2018.

• A decrease in our short-term debt net borrowings by $1.7 billion compared to 2018. We used our short-term debt borrowings in 2018 for share repurchases and dividend payments, which were subsequently repaid using proceeds from the sale of our equity investments.

In addition, the following business activities had cash impacts:

• Cash provided by operating activities significantly increased by $1.2 billion. Despite higher opening inventory balances due to unfavorable weather conditions since the end of 2018 and inventory purchases in anticipation of higher prices, we were able to sell through our inventories this year, which resulted in a positive impact to our cash flows. This was partially offset by higher accounts payable payments earlier in the year related to inventory purchases, which resulted in a negative impact on our cash flows.

• Higher selling prices for Potash and Retail crop nutrients compared to 2018 also contributed to the increase.

Cash Requirements

For information about our contractual obligations and other commitments as at December 31, 2018 (excluding planned (but not legally committed) capital expenditures and potential share repurchases) see the “Liquidity & Capital Resources - Cash Requirements” section of our 2018 Annual Report. There were no significant changes to these contractual obligations and other commitments since December 31, 2018 aside from the changes to long-term debt discussed in the “Capital Structure and Management” section.

Capital Structure and Management

Principal Debt Instruments

We use a combination of cash generated from operations and short-term and long-term debt to finance our operations. We are in compliance with our debt covenants and did not have any changes to our credit ratings in the nine months ended September 30, 2019. See the “Capital Structure & Management” section of our 2018 Annual Report for further information.

Short-term Debt

	As at September 30, 2019
(millions of US dollars)	Outstanding and Committed		Remaining Available		Credit  Limit
Credit facilities 1		2,287		3,553		5,840
Letter of credit facilities		139		155		294
1 The credit facilities consist of a $4,500 million unsecured North American revolving term credit facility, a $500 million North American uncommitted revolving demand facility and approximately $840 million of other credit facilities in Europe, Australia and South America. Included in the amount outstanding and committed is $1,979 million of commercial paper and $308 million of other short-term debt. We have a $4,500 million credit limit under our commercial paper program, which is limited to the availability of backup funds backstopped by the $4,500 million unsecured revolving term credit facility. Interest rates on outstanding commercial paper ranged from 2.3 to 2.4 percent.

In the third quarter of 2019, we added a total of $319 million in new credit facilities in Australia, of which $201 million was assumed from the Ruralco acquisition, and $112 million was outstanding at September 30, 2019.

12

In 2019, we terminated our $500 million accounts receivable securitization program.

Long-term Debt

Our long-term debt consists primarily of notes and lease liabilities. See the “Capital Structure & Management” section of our 2018 Annual Report for information on balances, rates and maturities for our notes. During the first nine months of 2019, $1 billion of our notes matured and were repaid and $1.5 billion in notes were issued. See Note 9 to the interim financial statements.

On January 1, 2019, we adopted IFRS 16 and recognized $1,059 million in lease liabilities with a weighted-average interest rate of 3.5 percent. As of September 30, 2019, we had total lease liabilities outstanding (including current portion) of $1,012 million. There were no changes to our debt covenants as a result of adoption of this standard.

Outstanding Share Data

	As at October 31, 2019
Common shares		572,900,196
Options to purchase common shares		9,252,416

For more information on our capital structure and management, see Note 25 to our 2018 financial statements.

For more information on our short-term debt and long-term debt, see Note 22 and Note 23 to our 2018 financial statements, supplemented by the discussion under “Principal Debt Instruments” and Note 8 and Note 9 to the interim financial statements.

Quarterly Results

(millions of US dollars, except as otherwise      noted)	Nutrien																PotashCorp 1
	Q3 2019		Q2 2019		Q1 2019		Q4 2018		Q3 2018			Q2 2018		Q1 2018			Q4 2017
Sales 2		4,134		8,657		3,691		3,725		3,990			8,105		3,666			1,081
Net earnings (loss) from continuing operations		141		858		41		296		(1,067	)		741		(1	)		(120	)
Net earnings from discontinued operations		-		-		-		2,906		23			675		-			44
Net earnings (loss)		141		858		41		3,202		(1,044	)		1,416		(1	)		(76	)
EBITDA 3		785		1,781		596		944		(932	)		1,507		487			(43	)
Earnings (loss) per share (“EPS”) from continuing operations
Basic		0.25		1.48		0.07		0.48		(1.74	)		1.18		-			(0.14	)
Diluted		0.24		1.47		0.07		0.48		(1.74	)		1.17		-			(0.14	)
EPS
Basic		0.25		1.48		0.07		5.23		(1.70	)		2.25		-			(0.09	)
Diluted		0.24		1.47		0.07		5.22		(1.70	)		2.24		-			(0.09	)
1 Comparative figures prior to the Merger are for PotashCorp, the accounting acquirer. 2 Certain immaterial figures have been reclassified for Q1, Q2, Q3 and Q4 of 2018. 3 See the “Non-IFRS Financial Measures” section.

The agricultural products business is seasonal. Crop input sales are primarily concentrated in the spring and fall application seasons. Crop nutrient inventories are normally accumulated leading up to each application season. Our cash collections generally occur after the application season is complete, our customer prepayments are concentrated in December and January and our inventory prepayments are concentrated in the period from November to January. Feed and industrial sales are more evenly distributed throughout the year.

Beginning on January 1, 2018, earnings were impacted by the operations of Agrium acquired in the Merger. In the second quarter and fourth quarter of 2018, earnings were impacted by $0.6 billion and $2.9 billion, respectively, in after-tax gains on the sales of our investments in Sociedad Quimica y Minera de Chile S.A. and Arab Potash Company, which were categorized as discontinued operations. In the third quarter of 2018, earnings were impacted by a $1.8 billion non-cash impairment to property, plant and equipment in the Potash segment. In the fourth quarter of 2017, earnings were impacted by a $276 million non-cash impairment to property, plant and equipment in the Phosphate segment.

13

Other Financial Information

	2018 Annual Report Page Reference(s)	Changes during the three and nine months ended September 30, 2019
Off-Balance Sheet   Arrangements	71	Operating leases were a significant off-balance sheet arrangement in 2018. Effective January 1, 2019 the adoption of IFRS 16 resulted in recognition of approximately $1 billion of these operating leases on the balance sheet.
Related Party   Transactions	146-147	See Note 13 to the interim financial statements. There were no significant changes from our 2018 Annual Report.
Market Risks   Associated with   Financial   Instruments	119	See Note 7 to the interim financial statements. There were no significant changes from our 2018 Annual Report.
Critical Accounting   Estimates	71	There were no changes to our assessment of critical accounting estimates from those disclosed in our 2018 Annual Report.
Recent   Accounting   Changes	71 and 153	The adoption of IFRS 16 was a significant accounting change as it brought approximately $1 billion of “right-of-use assets” and lease obligations on to the balance sheet and increased EBITDA approximately $70 million in the third quarter of 2019 and $200 million in the first nine months of 2019, due to replacing operating lease expenses with depreciation and amortization and finance costs, largely in the Retail and Nitrogen operating segments.

Controls and Procedures

There has been no change in our internal controls over financial reporting during the three months ended September 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

14

Forward-Looking Statements

Certain statements and other information included in this document, including within “Management’s Discussion and Analysis” 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 updated 2019 annual guidance, including expectations regarding our adjusted net earnings per share and adjusted EBITDA (both consolidated and by segment); capital spending expectations for 2019; expectations regarding performance of our operating segments in 2019; our market outlook for 2019 and 2020, including Agriculture and Retail and Crop Nutrient Markets 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; expectations regarding completion of previously announced expansion projects (including timing and volumes of production associated therewith); and acquisitions and divestitures (including expected timing of closing thereof), 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 Nutrien believes 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 Nutrien’s ability to successfully complete, integrate and realize the anticipated benefits of its 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 Nutrien, 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 2019, 2020 and in the future (including as outlined in the “Market Outlook” and “2019 Guidance” sections of our 2018 Annual Report); 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; 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 and trade restrictions), 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 security risks related to our systems; 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 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.

15

Appendix A - Selected Additional Financial Data

Nine Months Ended September 30, 2019 Operating Segment Results

Retail

	Nine Months Ended September 30
(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		4,082		3,660		12			846		739		14			21		20
Crop protection products		4,348		4,218		3			892		885		1			21		21
Seed		1,613		1,584		2			276		277		-			17		17
Merchandise 2		387		442		(12	)		65		76		(14	)		17		17
Services and other		620		599		4			425		396		7			69		66
		11,050		10,503		5			2,504		2,373		6			23		23
Cost of goods sold 2		8,546		8,130		5
Gross margin		2,504		2,373		6
Expenses 3		1,937		1,748		11
EBIT		567		625		(9	)
Depreciation and amortization		433		367		18
EBITDA		1,000		992		1

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

2 Certain immaterial figures have been reclassified or grouped together for the nine months ended September 30, 2018.

3 Includes selling expenses of $1,816 million (2018 – $1,732 million).

Potash

	Nine Months Ended September 30
(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		832		830			-		3,389		3,962		(14	)		245		209		17
Offshore		1,421		1,198			19		6,247		6,200		1			228		193		18
		2,253		2,028			11		9,636		10,162		(5	)		234		200		17
Cost of goods sold		892		911			(2	)								93		90		3
Gross margin - manufactured		1,361		1,117			22									141		110		28
Gross margin - other 2		1		1			-		Depreciation and amortization							34		31		10
Gross margin - total		1,362		1,118			22
Impairment of assets		-		1,809			(100	)	Gross margin excluding depreciation
Expenses 3		242		218			11		and amortization - manufactured 4							175		141		24
EBIT		1,120		(909	)		n/m		Potash cash cost of product
Depreciation and amortization		324		312			4		manufactured 4							60		58		3
EBITDA		1,444		(597	)		n/m
Adjusted EBITDA 4		1,444		1,212			19

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

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

3 Includes provincial mining and other taxes of $237 million (2018 – $188 million).

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

17

Nitrogen

	Nine Months Ended September 30
(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		602		668		(10)	2,400		2,522		(5)		251		265		(5)
Urea		739		664		11	2,342		2,316		1		315		286		10
Solutions, nitrates and    sulfates		540		549		(2)	3,166		3,249		(3)		170		169		1
		1,881		1,881		-	7,908		8,087		(2)		238		233		2
Cost of goods sold		1,345		1,338		1							170		165		3
Gross margin - manufactured		536		543		(1)							68		68		-
Gross margin - other 3		57		53		8	Depreciation and amortization						50		41		22
Gross margin - total		593		596		(1)	Gross margin excluding depreciation
Expenses		7		36		(81)	and amortization - manufactured 4						118		109		8
EBIT		586		560		5	Ammonia controllable cash cost of
Depreciation and amortization		394		334		18	product manufactured 4						44		42		5
EBITDA		980		894		10

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

2 Includes intersegment sales. See Note 2 to the interim financial statements.

3 Includes other nitrogen (including ESN® and Rainbow) and purchased products and is comprised of net sales of $364 million (2018 – $339 million) less cost of goods sold of $307 million (2018 – $286 million).

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

Phosphate

	Nine Months Ended September 30
(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		635			740		(14)	1,664		1,824		(9)		382			406		(6)
Industrial and feed		321			318		1	578		640		(10)		555			496		12
		956			1,058		(10)	2,242		2,464		(9)		426			429		(1)
Cost of goods sold		963			983		(2)							429			399		8
Gross margin - manufactured		(7	)		75		n/m							(3	)		30		n/m
Gross margin - other 3		(4	)		-		-	Depreciation and amortization						80			57		40
Gross margin - total		(11	)		75		n/m	Gross margin excluding depreciation											-
Expenses		29			13		123	and amortization - manufactured 4						77			87		(11)
EBIT		(40	)		62		n/m
Depreciation and amortization		180			140		29
EBITDA		140			202		(31)

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

2 Includes intersegment sales. See Note 2 to the interim financial statements.

3 Includes other phosphate and purchased products and is comprised of net sales of $125 million (2018 - $97 million) less cost of goods sold of $129 million (2018 - $97 million).

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

18

Selected Retail measures	Three Months Ended September 30				Nine Months Ended September 30
	2019		2018		2019		2018
Proprietary products margin as a percentage of product line margin (%)
Crop nutrients		31		24		24		23
Crop protection products		39		44		42		46
Seed		20		18		44		42
All Products		27		26		28		30
Crop nutrients sales volumes (tonnes - thousands)
North America		1,202		945		7,254		7,004
International		533		545		1,677		1,695
Total		1,735		1,490		8,931		8,699
Crop nutrients selling price per tonne
North America		467		459		471		432
International		389		396		395		372
Total		443		436		457		421
Crop nutrients gross margin per tonne
North America		114		109		103		93
International		70		71		57		52
Total		101		95		95		85
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		25
Retail cash operating coverage ratio (%) 1, 2						60		62
Retail EBITDA per US selling location (thousands of US dollars) 1, 2								936

1 Rolling four quarters ended September 30, 2019.

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

Selected Nitrogen measures	Three Months Ended September 30				Nine Months Ended September 30
	2019		2018		2019		2018
Sales volumes (tonnes - thousands)
Fertilizer		1,304		1,301		4,204		4,349
Industrial and feed		1,218		1,262		3,704		3,738
Net sales (millions of US dollars)
Fertilizer		316		302		1,155		1,085
Industrial and feed		217		268		726		796
Net selling price per tonne
Fertilizer		243		232		275		249
Industrial and feed		178		212		196		213
Production measures	Three Months Ended September 30				Nine Months Ended September 30
	2019		2018		2019		2018
Potash production (Product tonnes - thousands)		2,977		3,143		9,761		9,803
Potash shutdown weeks 1		11		8		27		32
Nitrogen production (Ammonia tonnes - thousands) 2		1,529		1,551		4,763		4,825
Ammonia operating rate (%) 3		85		94		90		93
Phosphate production (P2O5 tonnes - thousands) 4		374		389		1,124		1,139
Phosphate P2O5 operating rate (%) 4		87		91		88		89

1 Represents weeks of full production shutdown; excludes 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.

19

Appendix B - Non-IFRS Financial Measures

We use both IFRS and certain non-IFRS financial measures to assess performance. Non-IFRS financial measures are a numerical measure of a company’s performance, that either excludes or includes 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 investors in order that they may 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, why management uses each measure and contains 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. For a reconciliation of the EBITDA amounts disclosed in the “Quarterly Results” section which are not provided below, please refer to the respective news releases for those periods. Adjusted EBITDA is calculated as net earnings (loss) from continuing operations before finance costs, income taxes, depreciation and amortization, Merger and related costs, share-based compensation, Curtailment Gain and impairment of assets.

Why we use the measure and why it is useful to investors: As valuation measurements they exclude the effects of items that primarily reflect the impact of long-term investment and financing decisions, rather than the performance of our day-to-day operations, and as a measure of our ability to service debt and to meet other payment obligations.

	Three Months Ended September 30						Nine Months Ended September 30
(millions of US dollars)	2019			2018			2019		2018
Net earnings (loss) from continuing operations		141			(1,067	)		1,040		(327	)
Finance costs		147			142			413		394
Income tax expense (recovery)		40			(434	)		346		(199	)
Depreciation and amortization		457			427			1,363		1,194
EBITDA		785			(932	)		3,162		1,062
Merger and related costs		21			62			57		143
Share-based compensation		(21	)		51			95		149
Curtailment Gain		-			(151	)		-		(151	)
Impairment of assets		-			1,809			33		1,809
Adjusted EBITDA		785			839			3,347		3,012
	Three Months Ended September 30						Nine Months Ended September 30
(millions of US dollars)	2019			2018			2019		2018
Potash EBITDA		430			(1,311	)		1,444		(597	)
Impairment of assets		-			1,809			-		1,809
Potash adjusted EBITDA		430			498			1,444		1,212

Adjusted EBITDA and Adjusted Net Earnings (and the Related Per Share Amounts) 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 which may be inherently difficult to determine, without unreasonable efforts. Guidance excludes the impacts of Merger and related costs and share-based compensation.

20

Adjusted Net Earnings (and the Related Per Share Amounts)

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, share-based compensation and impairment of assets, net of tax.

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 September 30, 2019									Nine Months Ended September 30, 2019
(millions of US dollars, except as otherwise     noted)	Increases (Decreases)			Post-Tax			Per Diluted Share			Increases (Decreases)		Post-Tax		Per Diluted Share
Net earnings					141			0.24					1,040		1.77
Adjustments:
Merger and related costs		21			16			0.03			57		43		0.08
Share-based compensation		(21	)		(16	)		(0.03	)		95		71		0.12
Impairment of assets		-			-			-			33		25		0.04
Adjusted net earnings					141			0.24					1,179		2.01

Free Cash Flow

Most directly comparable IFRS financial measure: Cash provided by operating activities.

Definition: Cash provided by operating activities less sustaining capital expenditures, cash provided by operating activities from discontinued operations and changes in non-cash operating working capital. Sustaining capital expenditures are required to sustain operations at existing levels and include major repairs and maintenance and plant turnarounds.

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. It is also useful as an indicator of our ability to service debt, meet other payment obligations and make strategic investments. Free cash flow does not represent residual cash flow available for discretionary expenditures.

	Three Months Ended September 30						Nine Months Ended September 30
(millions of US dollars)	2019			2018			2019			2018
Cash provided by (used in) operating activities		589			(177	)		1,246			84
Cash provided by operating activities from discontinued operations		-			(30	)		-			(156	)
Sustaining capital expenditures		(256	)		(305	)		(667	)		(738	)
Changes in non-cash operating working capital		(4	)		934			1,440			2,382
Free cash flow		329			422			2,019			1,572

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.

21

	Three Months Ended September 30						Nine Months Ended September 30
(millions of US dollars, except as otherwise noted)	2019			2018			2019			2018
Total COGS - Potash		303			358			892			912
Change in inventory		(26	)		(75	)		(1	)		(38	)
Other adjustments		(4	)		(19	)		(16	)		(9	)
COPM		273			264			875			865
Depreciation and amortization included in COPM		(87	)		(87	)		(292	)		(293	)
Cash COPM		186			177			583			572
Production tonnes (tonnes - thousands)		2,977			3,143			9,761			9,803
Potash cash COPM per tonne		62			56			60			58

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 September 30						Nine Months Ended September 30
(millions of US dollars, except as otherwise noted)	2019			2018			2019			2018
Total COGS - Nitrogen		469			475			1,652			1,624
Depreciation and amortization in COGS		(109	)		(115	)		(340	)		(334	)
Cash COGS for products other than ammonia		(262	)		(250	)		(952	)		(926	)
Ammonia
Total cash COGS before other adjustments		98			110			360			364
Other adjustments 1		(2	)		(2	)		(35	)		(28	)
Total cash COPM		96			108			325			336
Natural gas and steam costs		(62	)		(73	)		(221	)		(231	)
Controllable cash COPM		34			35			104			105
Production tonnes (net tonnes 2 - thousands)		755			795			2,343			2,477
Ammonia controllable cash COPM per tonne		45			44			44			42

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.

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.

22

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 September 30, 2019
(millions of US dollars, except as otherwise noted)	Q4 2018		Q1 2019			Q2 2019		Q3 2019		Total
EBITDA		214		(26	)		836		190		1,214
Sales 1		2,017		2,039			6,512		2,499		13,067
EBITDA to Sales (%)											9

1 Certain immaterial figures have been reclassified for Q4 2018.

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. Given the significance of our recent acquisition (Q3 2019 – Ruralco), and to appropriately reflect our operational efficiency, we revised our calculation to exclude working capital acquired in the quarter each acquisition was 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 September 30, 2019
(millions of US dollars, except as otherwise noted)	Q4 2018		Q1 2019		Q2 2019		Q3 2019			Average/Total
Working capital		2,312		3,190		3,741		3,699
Working capital from recent acquisition		-		-		-		(75	)
Adjusted working capital		2,312		3,190		3,741		3,624			3,217
Sales 1		2,017		2,039		6,512		2,499			13,067
Adjusted average working capital to sales (%)											25

1 Certain immaterial figures have been reclassified for Q4 2018.

Retail Cash Operating Coverage Ratio

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

Definition: Retail expenses below gross margin 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. Starting in the second quarter of 2019, we no longer adjust for Merger-related adjustments to align with the 2019 target calculations.

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 September 30, 2019
(millions of US dollars, except as otherwise noted)	Q4 2018			Q1 2019			Q2 2019			Q3 2019			Total
Gross margin		662			409			1,440			655			3,166
Depreciation and amortization in cost of goods sold		2			2			1			2			7
Gross margin excluding depreciation and amortization		664			411			1,441			657			3,173
EBIT		(82	)		162			(691	)		(38	)		(649	)
Depreciation and amortization		(132	)		(134	)		(144	)		(152	)		(562	)
Operating expenses excluding depreciation and amortization		450			439			606			467			1,962
Cash operating coverage ratio (%)														62

23

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. Included are locations owned for more than 12 months.

	Rolling four quarters ended September 30, 2019
(millions of US dollars, except as otherwise noted)	Q4 2018		Q1 2019			Q2 2019		Q3 2019		Total
US EBITDA		121		(58	)		672		142		877
Adjustments for acquisitions											(22	)
US EBITDA adjusted for acquisitions											855
Number of US selling locations adjusted for acquisitions											913
EBITDA per US selling location (thousands of US dollars)											936

24

EX-99.3

Exhibit 99.3

NUTRIEN LTD.

INTERIM FINANCIAL STATEMENTS AND NOTES

AS AT AND FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2019

Unaudited In millions of US dollars except as otherwise noted  

Condensed Consolidated Financial Statements

Condensed Consolidated Statements of Earnings (Loss)

		Three Months Ended September 30						Nine Months Ended September 30
		2019			2018			2019		2018
					Note 1					Note 1
SALES	Note 2		4,134			3,990			16,482		15,761
Freight, transportation and distribution			246			253			667		675
Cost of goods sold			2,748			2,582			11,388		10,953
GROSS MARGIN			1,140			1,155			4,427		4,133
Selling expenses			607			560			1,835		1,758
General and administrative expenses			97			112			287		312
Provincial mining and other taxes			92			79			253		192
Share-based compensation (recovery) expense			(21	)		51			95		149
Impairment of assets	Note 3		-			1,809			33		1,809
Other expenses (income)	Note 4		37			(97	)		125		45
EARNINGS (LOSS) BEFORE FINANCE COSTS AND INCOME TAXES			328			(1,359	)		1,799		(132	)
Finance costs			147			142			413		394
EARNINGS (LOSS) BEFORE INCOME TAXES			181			(1,501	)		1,386		(526	)
Income tax expense (recovery)	Note 5		40			(434	)		346		(199	)
NET EARNINGS (LOSS) FROM CONTINUING OPERATIONS			141			(1,067	)		1,040		(327	)
Net earnings from discontinued operations	Note 6		-			23			-		698
NET EARNINGS (LOSS)			141			(1,044	)		1,040		371
NET EARNINGS (LOSS) PER SHARE FROM CONTINUING OPERATIONS
Basic			0.25			(1.74	)		1.78		(0.52	)
Diluted			0.24			(1.74	)		1.77		(0.52	)
NET EARNINGS PER SHARE FROM DISCONTINUED OPERATIONS
Basic			-			0.04			-		1.11
Diluted			-			0.04			-		1.11
NET EARNINGS (LOSS) PER SHARE (“EPS”)
Basic			0.25			(1.70	)		1.78		0.59
Diluted			0.24			(1.70	)		1.77		0.59
Weighted average shares outstanding for basic EPS			572,887,000			614,950,000			585,421,000		629,197,000
Weighted average shares outstanding for diluted EPS			573,702,000			614,950,000			586,335,000		629,197,000

Condensed Consolidated Statements of Comprehensive Income (Loss)

	Three Months Ended September 30						Nine Months Ended September 30
(Net of related income taxes)	2019			2018			2019			2018
				Note 1						Note 1
NET EARNINGS (LOSS)		141			(1,044	)		1,040			371
Other comprehensive (loss) income
Items that will not be reclassified to net earnings (loss):
Net actuarial gain on defined benefit plans		-			-			-			56
Net fair value (loss) gain on investments		(11	)		14			(26	)		(79	)
Items that have been or may be subsequently reclassified to net earnings (loss):
Loss on currency translation of foreign operations		(71	)		(8	)		(36	)		(146	)
Other		7			(5	)		5			(5	)
OTHER COMPREHENSIVE (LOSS) INCOME		(75	)		1			(57	)		(174	)
COMPREHENSIVE INCOME (LOSS)		66			(1,043	)		983			197

 (See Notes to the Condensed Consolidated Financial Statements)

25

Unaudited In millions of US dollars except as otherwise noted  

Condensed Consolidated Statements of Cash Flows

		Three Months Ended September 30						Nine Months Ended September 30
		2019			2018			2019			2018
					Note 1						Note 1
OPERATING ACTIVITIES
Net earnings (loss)			141			(1,044	)		1,040			371
Adjustments for:
Depreciation and amortization			457			427			1,363			1,194
Share-based compensation			(21	)		51			95			149
Impairment of assets	Note 3		-			1,809			33			1,809
Provision for (recovery of) deferred income tax			31			(356	)		178			(58	)
Gain on sale of investment	Note 6		-			-			-			(841	)
Other long-term liabilities and miscellaneous			(23	)		(130	)		(23	)		(158	)
Changes in non-cash operating working capital:
Receivables			624			327			(1,427	)		(1,504	)
Inventories			541			129			1,239			124
Prepaid expenses and other current assets			(23	)		(117	)		801			737
Payables and accrued charges			(1,138	)		(1,273	)		(2,053	)		(1,739	)
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES			589			(177	)		1,246			84
INVESTING ACTIVITIES
Additions to property, plant and equipment			(518	)		(352	)		(1,177	)		(913	)
Business acquisitions, net of cash acquired	Note 11		(348	)		(140	)		(837	)		(385	)
Proceeds from disposal of discontinued operations, net of tax	Note 6		-			14			55			1,833
Purchase of investments			(42	)		(15	)		(164	)		(123	)
Cash acquired in Merger			-			-			-			466
Other			4			14			(10	)		25
CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES			(904	)		(479	)		(2,133	)		903
FINANCING ACTIVITIES
Transaction costs on long-term debt			-			-			(29	)		(21	)
Proceeds from short-term debt, net			575			1,319			1,534			3,214
Proceeds from long-term debt	Note 9		-			-			1,510			-
Repayment of long-term debt	Note 9		(11	)		(2	)		(1,010	)		(8	)
Repayment of principal portion of lease liabilities			(49	)		-			(166	)		-
Dividends paid	Note 10		(244	)		(248	)		(764	)		(708	)
Repurchase of common shares	Note 10		-			(459	)		(1,930	)		(1,663	)
Issuance of common shares	Note 10		1			5			18			7
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES			272			615			(837	)		821
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS			(5	)		(13	)		(22	)		(22	)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS			(48	)		(54	)		(1,746	)		1,786
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD			616			1,956			2,314			116
CASH AND CASH EQUIVALENTS, END OF PERIOD			568			1,902			568			1,902
Cash and cash equivalents comprised of:
Cash			326			580			326			580
Short-term investments			242			1,322			242			1,322
			568			1,902			568			1,902
SUPPLEMENTAL CASH FLOWS INFORMATION
Interest paid			111			125			353			366
Income taxes paid			46			27			1			123
Total cash outflow for leases			89			-			253			-

 (See Notes to the Condensed Consolidated Financial Statements)

26

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 (Loss) Gain 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, 2018		16,740			231			(7	)		-			(251	)		(33	)		(291	)		7,745			24,425
Net earnings		-			-			-			-			-			-			-			1,040			1,040
Other comprehensive (loss) income		-			-			(26	)		-			(36	)		5			(57	)		-			(57	)
Shares repurchased (Note 10)		(992	)		-			-			-			-			-			-			(886	)		(1,878	)
Dividends declared		-			-			-			-			-			-			-			(496	)		(496	)
Effect of share-based compensation including issuance of common shares		21			13			-			-			-			-			-			-			34
Transfer of net loss on investment		-			-			4			-			-			-			4			(4	)		-
Transfer of net loss on cash flow hedges		-			-			-			-			-			8			8			-			8
BALANCE - SEPTEMBER 30, 2019		15,769			244			(29	)		-			(287	)		(20	)		(336	)		7,399			23,076
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		-			-			-			-			-			-			-			371			371
Other comprehensive (loss) income		-			-			(79	)		56			(146	)		(5	)		(174	)		-			(174	)
Shares repurchased (Note 10)		(884	)		(23	)		-			-			-			-			-			(756	)		(1,663	)
Dividends declared		-			-			-			-			-			-			-			(749	)		(749	)
Effect of share-based compensation including issuance of common shares		8			17			-			-			-			-			-			-			25
Transfer of net loss on sale of investment (Note 6)		-			-			19			-			-			-			19			(19	)		-
Transfer of net loss on cash flow hedges		-			-			-			-			-			18			18			-			18
Transfer of net actuarial gain on defined benefit plans		-			-			-			(56	)		-			-			(56	)		56			-
BALANCE - SEPTEMBER 30, 2018		16,828			231			13			-			(148	)		(33	)		(168	)		5,144			22,035

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)

27

Unaudited In millions of US dollars except as otherwise noted  

Condensed Consolidated Balance Sheets

As at		September 30, 2019			December 31, 2018
ASSETS
Current assets
Cash and cash equivalents			568			2,314
Receivables			4,843			3,342
Inventories			3,873			4,917
Prepaid expenses and other current assets			440			1,089
			9,724			11,662
Non-current assets
Property, plant and equipment	Note 1		20,045			18,796
Goodwill	Note 11		11,983			11,431
Other intangible assets			2,330			2,210
Investments	Note 11		809			878
Other assets			538			525
TOTAL ASSETS			45,429			45,502
LIABILITIES
Current liabilities
Short-term debt	Note 8		2,287			629
Current portion of long-term debt	Note 9		501			995
Current portion of lease liabilities	Note 1		219			8
Payables and accrued charges			4,615			6,703
			7,622			8,335
Non-current liabilities
Long-term debt	Note 9		8,555			7,579
Lease liabilities	Note 1		793			12
Deferred income tax liabilities	Note 5		3,137			2,907
Pension and other post-retirement benefit liabilities			425			395
Asset retirement obligations and accrued environmental costs			1,662			1,673
Other non-current liabilities			159			176
TOTAL LIABILITIES			22,353			21,077
SHAREHOLDERS’ EQUITY
Share capital	Note 10		15,769			16,740
Contributed surplus			244			231
Accumulated other comprehensive loss			(336	)		(291	)
Retained earnings			7,399			7,745
TOTAL SHAREHOLDERS’ EQUITY			23,076			24,425
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY			45,429			45,502

(See Notes to the Condensed Consolidated Financial Statements)

28

Unaudited In millions of US dollars except as otherwise noted  

Notes to the Condensed Consolidated Financial Statements

As at and for the Three and Nine Months Ended September 30, 2019

NOTE 1  BASIS OF PRESENTATION

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

These unaudited interim condensed consolidated financial statements (“interim financial statements”) are based on International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) and have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting”. The accounting policies and methods of computation used in preparing these interim financial statements are consistent with those used in the preparation of the Company’s 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 Nutrien’s first quarter 2019 unaudited condensed consolidated financial statements. These interim financial statements include the accounts of Nutrien and its subsidiaries; however, they do not include all disclosures normally provided in annual consolidated financial statements and should be read in conjunction with the Company’s 2018 annual consolidated financial statements.

Certain immaterial 2018 figures have been reclassified or grouped together in the condensed consolidated statements of: earnings (loss), comprehensive income (loss), cash flows, changes in shareholders’ equity and in the segment information.

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 November 4, 2019.

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, the Company’s 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 reported in the Company’s 2018 annual consolidated financial statements. Comparative amounts for Nitrogen and Phosphate 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 September 30, 2018, Nitrogen reflected increases of $31, $9 and $13 in sales, gross margin and EBITDA, respectively, and for the nine months ended September 30, 2018, Nitrogen reflected increases of $91, $32 and $41 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”.

29

Unaudited In millions of US dollars except as otherwise noted  

	Three Months Ended September 30, 2019
	Retail			Potash		Nitrogen		Phosphate			Corporate and Others			Eliminations			Consolidated
Sales   – third party		2,489			748		564		333			-			-			4,134
– intersegment		10			68		115		43			-			(236	)		-
Sales   – total		2,499			816		679		376			-			(236	)		4,134
Freight, transportation and distribution		-			107		77		62			-			-			246
Net sales		2,499			709		602		314			-			(236	)		3,888
Cost of goods sold		1,844			303		469		329			-			(197	)		2,748
Gross margin		655			406		133		(15	)		-			(39	)		1,140
Selling expenses		601			2		7		2			(5	)		-			607
General and administrative expenses		28			-		4		-			65			-			97
Provincial mining and other taxes		-			83		1		-			8			-			92
Share-based compensation recovery		-			-		-		-			(21	)		-			(21	)
Other (income) expenses		(12	)		1		1		7			40			-			37
Earnings (loss) before finance costs and income taxes		38			320		120		(24	)		(87	)		(39	)		328
Depreciation and amortization		152			110		127		58			10			-			457
EBITDA		190			430		247		34			(77	)		(39	)		785
Assets – at September 30, 2019		18,996			11,939		10,807		2,207			2,029			(549	)		45,429

	Three Months Ended September 30, 2018
	Retail			Potash			Nitrogen 1			Phosphate 1			Corporate and Others			Eliminations			Consolidated
Sales   – third party		2,117			880			600			393			-			-			3,990
– intersegment		14			62			124			71			-			(271	)		-
Sales   – total		2,131			942			724			464			-			(271	)		3,990
Freight, transportation and distribution		-			125			85			54			-			(11	)		253
Net sales		2,131			817			639			410			-			(260	)		3,737
Cost of goods sold		1,598			358			475			383			-			(232	)		2,582
Gross margin		533			459			164			27			-			(28	)		1,155
Selling expenses		552			3			8			3			(6	)		-			560
General and administrative expenses		25			3			7			2			75			-			112
Provincial mining and other taxes		-			78			1			-			-			-			79
Share-based compensation expense		-			-			-			-			51			-			51
Impairment of assets (Note 3)		-			1,809			-			-			-			-			1,809
Other (income) expenses		(38	)		5			(7	)		(1	)		(56	)		-			(97	)
(Loss) earnings before finance costs and income taxes		(6	)		(1,439	)		155			23			(64	)		(28	)		(1,359	)
Depreciation and amortization		122			128			115			52			10			-			427
EBITDA		116			(1,311	)		270			75			(54	)		(28	)		(932	)
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.

30

Unaudited In millions of US dollars except as otherwise noted  

	Nine Months Ended September 30, 2019
	Retail			Potash			Nitrogen			Phosphate			Corporate and Others			Eliminations			Consolidated
Sales    – third party		11,022			2,328			2,033			1,099			-			-			16,482
– intersegment		28			178			487			160			-			(853	)		-
Sales    – total		11,050			2,506			2,520			1,259			-			(853	)		16,482
Freight, transportation and distribution		-			252			275			178			-			(38	)		667
Net sales		11,050			2,254			2,245			1,081			-			(815	)		15,815
Cost of goods sold		8,546			892			1,652			1,092			-			(794	)		11,388
Gross margin		2,504			1,362			593			(11	)		-			(21	)		4,427
Selling expenses		1,816			7			21			5			(14	)		-			1,835
General and administrative expenses		82			-			11			3			191			-			287
Provincial mining and other taxes		-			237			2			1			13			-			253
Share-based compensation expense		-			-			-			-			95			-			95
Impairment of assets (Note 3)		-			-			-			-			33			-			33
Other expenses (income)		39			(2	)		(27	)		20			95			-			125
Earnings (loss) before finance costs and income taxes		567			1,120			586			(40	)		(413	)		(21	)		1,799
Depreciation and amortization		433			324			394			180			32			-			1,363
EBITDA		1,000			1,444			980			140			(381	)		(21	)		3,162
Assets – at September 30, 2019		18,996			11,939			10,807			2,207			2,029			(549	)		45,429
	Nine Months Ended September 30, 2018
	Retail			Potash			Nitrogen 1			Phosphate 1			Corporate and Others			Eliminations			Consolidated
Sales    – third party		10,467			2,148			2,037			1,109			-			-			15,761
– intersegment		36			180			462			203			-			(881	)		-
Sales    – total		10,503			2,328			2,499			1,312			-			(881	)		15,761
Freight, transportation and distribution		-			298			279			157			-			(59	)		675
Net sales		10,503			2,030			2,220			1,155			-			(822	)		15,086
Cost of goods sold		8,130			912			1,624			1,080			-			(793	)		10,953
Gross margin		2,373			1,118			596			75			-			(29	)		4,133
Selling expenses		1,732			9			24			8			(15	)		-			1,758
General and administrative expenses		73			8			17			6			208			-			312
Provincial mining and other taxes		-			188			2			1			1			-			192
Share-based compensation expense		-			-			-			-			149			-			149
Impairment of assets (Note 3)		-			1,809			-			-			-			-			1,809
Other (income) expenses		(57	)		13			(7	)		(2	)		98			-			45
Earnings (loss) before finance costs and income taxes		625			(909	)		560			62			(441	)		(29	)		(132	)
Depreciation and amortization		367			312			334			140			41			-			1,194
EBITDA		992			(597	)		894			202			(400	)		(29	)		1,062
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.

31

Unaudited In millions of US dollars except as otherwise noted  

The Company disaggregated revenue from contracts with customers by product line or geographic location for each reportable segment to show how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

	Three Months Ended September 30				Nine Months Ended September 30
	2019		2018		2019		2018
Retail sales by product line
Crop nutrients		769		650		4,082		3,660
Crop protection products		1,318		1,086		4,348		4,218
Seed		60		60		1,613		1,584
Merchandise		135		161		387		442
Services and other		217		174		620		599
		2,499		2,131		11,050		10,503
Potash sales by geography
Manufactured product
North America		437		483		1,084		1,128
Offshore 1		379		458		1,421		1,198
Other potash and purchased products		-		1		1		2
		816		942		2,506		2,328
Nitrogen sales by product line 2
Manufactured product
Ammonia		172		225		713		783
Urea		239		217		801		730
Solutions, nitrates and sulfates		193		207		613		620
Other nitrogen and purchased products		75		75		393		366
		679		724		2,520		2,499
Phosphate sales by product line 2
Manufactured Product
Fertilizer		205		305		752		846
Industrial and feed		119		126		359		352
Other phosphate and purchased products		52		33		148		114
		376		464		1,259		1,312

 1 Relates primarily to Canpotex Ltd. (“Canpotex”) (Note 13).

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

NOTE 3  IMPAIRMENT OF ASSETS

During the nine months ended September 30, 2019, the Company recorded an impairment of $33 relating to certain intangible assets.

During the nine months ended September 30, 2018, through a strategic portfolio review, the Company determined the New Brunswick Potash operations would no longer be part of the Company’s medium-term or long-term strategic plans. Accordingly, the New Brunswick cash generating unit was estimated to have a recoverable amount of $50, based on the fair value less costs of disposal. This resulted in an impairment loss of $1,809 ($1,320, net of tax) related to its property, plant and equipment being recorded in the Potash segment for the three and nine months ended September 30, 2018. The estimated recoverable amount was determined to be the salvage value of the assets based on the estimated fair market value of similar used assets and past experience, a Level 3 fair value measurement.

32

Unaudited In millions of US dollars except as otherwise noted  

NOTE 4  OTHER EXPENSES (INCOME)

	Three Months Ended September 30						Nine Months Ended September 30
	2019			2018			2019			2018
Merger and related costs		21			62			57			143
Foreign exchange loss (gain)		2			-			14			(2)
Earnings of equity-accounted investees		(6	)		(15	)		(53	)		(26)
Gain on curtailment of defined benefit pension and other post-retirement benefit plans		-			(151	)		-			(151)
Other expenses		20			7			107			81
		37			(97	)		125			45

During the third quarter of 2018, as part of the Company’s continuous assessment of its operations, participation (based on age and years of service) in certain company defined benefit pension and other post-retirement benefit plans was suspended and/or discontinued effective January 1, 2020. As a result, the Company recognized a merger-related gain on curtailment of defined benefit pension and other post-retirement benefit plans of $151.

NOTE 5  INCOME TAXES

A separate estimated average annual effective income tax rate was determined for each taxing jurisdiction and applied individually to the interim period pre-tax earnings from continuing operations for each jurisdiction.

	Three Months Ended September 30					Nine Months Ended September 30
Income Tax Related to Continuing Operations	2019		2018			2019		2018
Income tax expense (recovery)		40		(434	)		346		(199)
Actual effective tax rate on earnings (loss) from continuing operations (%)		22		29			25		38
Actual effective tax rate including discrete items (%)		22		29			25		38
Discrete tax adjustments that impacted the tax rate		1		2			5		-

Income tax balances within the condensed consolidated balance sheets were comprised of the following:

Income Tax Assets and Liabilities	Balance Sheet Location	As at September 30, 2019		As at December 31, 2018
Current income tax assets
Current	Receivables		81		248
Non-current	Other assets		36		36
Deferred income tax assets	Other assets		269		216
Total income tax assets			386		500
Current income tax liabilities
Current	Payables and accrued charges		41		47
Non-current	Other non-current liabilities		40		64
Deferred income tax liabilities	Deferred income tax liabilities		3,137		2,907
Total income tax liabilities			3,218		3,018

NOTE 6  DISCONTINUED OPERATIONS

During the three and nine months ended September 30, 2019, there were no discontinued operations.

In 2018, the Company’s investments in Sociedad Quimica y Minera de Chile S.A. (“SQM”), Israel Chemical Ltd. (“ICL”) and Arab Potash Company (“APC”) were presented as discontinued operations. During the nine months ended September 30, 2018, the Company sold its investments in ICL, a portion of its investment in SQM and its Conda Phosphate operations for proceeds, net of commissions, of $1,061, $685 and $87, respectively.

33

Unaudited In millions of US dollars except as otherwise noted  

Net earnings from discontinued operations were comprised of:

	Three Months Ended September 30, 2018			Nine Months Ended September 30, 2018
Gain on disposal of investment in SQM		-			841
Dividend income of SQM, APC and ICL 1		30			156
Income tax expense 2		(7	)		(299	)
Net earnings from discontinued operations		23			698

1 Dividend income is included in cash provided by operating activities on the condensed consolidated statements of cash flows.

2 For the three months ended September 30, 2018, income tax expense relates to the planned repatriation of dividend income and the remaining excess cash available in Chile. For the nine months ended September 30, 2018, income tax expense is comprised of $255 relating to the disposals of certain SQM shares including the planned repatriation of the net proceeds, and $44 relating to earnings from discontinued operations.

NOTE 7  FINANCIAL INSTRUMENTS

Fair Value

Estimated fair values for financial instruments are designed to approximate amounts for which the instruments could be exchanged in a current arm’s-length transaction between knowledgeable, willing parties. The valuation policies and procedures for financial reporting purposes are determined by the Company’s finance department. There have been no changes to the Company’s valuation methods presented in Note 13 of the 2018 annual consolidated financial statements and those valuation methods have been applied in these interim financial statements.

The following table presents the Company’s fair value hierarchy for financial assets and financial liabilities carried at fair value on a recurring basis or measured at amortized cost:

	September 30, 2019									December 31, 2018
Financial instruments measured at	Carrying Amount			Level 1 1			Level 2 1			Carrying Amount			Level 1 1			Level 2 1
Fair value on a recurring basis
Cash and cash equivalents		568			-			568			2,314			-			2,314
Derivative instrument assets		5			-			5			5			-			5
Other current financial assets - marketable securities 2		192			23			169			97			12			85
Investments at FVTOCI 3		160			160			-			186			186			-
Derivative instrument liabilities		(38	)		-			(38	)		(71	)		-			(71	)
Amortized cost
Current portion of long-term debt
Senior notes and debentures 4		(494	)		-			(507	)		(995	)		-			(1,009	)
Fixed and floating rate debt		(7	)		-			(7	)		(8	)		-			(8	)
Long-term debt
Senior notes and debentures 4		(8,532	)		(4,788	)		(4,311	)		(7,569	)		(1,004	)		(6,177	)
Fixed and floating rate debt		(23	)		-			(23	)		(22	)		-			(22	)

1 During the period ended September 30, 2019, there were no transfers between Level 1 and Level 2 for financial instruments measured at fair value on a recurring basis. The Company’s policy is to recognize transfers at the end of the reporting period.

2 Marketable securities consist of equity and fixed income securities. The Company determines the fair value of equity securities based on the bid price of identical instruments in active markets. The Company values fixed income securities using quoted prices of instruments with similar terms and credit risk.

3 Investments at fair value through other comprehensive income (“FVTOCI”) are comprised of shares in Sinofert Holdings Ltd. (“Sinofert”) (December 31, 2018 – Sinofert and other).

4 Carrying amount of liability includes net unamortized debt issue costs.

NOTE 8  SHORT-TERM DEBT

In 2019, the Company terminated its $500 accounts receivable securitization program. There were no loan drawdowns made under this program in 2019.

34

Unaudited In millions of US dollars except as otherwise noted  

NOTE 9  LONG-TERM DEBT

The following tables summarize the Company’s long-term debt issuances and repayment activities during the nine months ended September 30, 2019:

	Rate of interest (%)		Maturity		Amount
Notes issued 2019		4.200		April 1, 2029		750
Notes issued 2019		5.000		April 1, 2049		750
						1,500

The notes issued in 2019 are unsecured, rank equally with Nutrien’s existing unsecured debt, and have no sinking fund requirements prior to maturity. Each series is redeemable and provides for redemption prior to maturity, at the Company’s option, at specified prices.

	Rate of interest (%)		Maturity		Amount
Debentures repaid 2019		6.750		January 15, 2019		500
Senior Notes repaid 2019		6.500		May 15, 2019		500
						1,000

NOTE 10  SHARE CAPITAL

Authorized

The Company is authorized to issue an unlimited number of common shares without par value and an unlimited number of preferred shares. The common shares are not redeemable or convertible. The preferred shares may be issued in one or more series with rights and conditions to be determined by the Board of Directors. No preferred shares have been issued.

Issued

	Number of Common Shares			Share Capital
Balance – December 31, 2018		608,535,477			16,740
Issued under option plans and share-settled plans		431,485			21
Repurchased		(36,066,766	)		(992	)
Balance – September 30, 2019		572,900,196			15,769

Share repurchase programs

	Board of Directors Approval	Expiry	Maximum Shares for Repurchase
2018 Normal Course Issuer Bid 1	February 20, 2018	February 22, 2019		50,363,686
2019 Normal Course Issuer Bid 2	February 20, 2019	February 26, 2020		30,133,631

1 On December 14, 2018, the normal course issuer bid was increased to permit the repurchase of up to 8 percent of the Company’s outstanding common shares.

2 The normal course issuer bid permitted the repurchase of up to 5 percent of the Company’s outstanding common shares.

The Company has repurchased the maximum authorized amount under the 2019 normal course issuer bid. Purchases under the 2019 normal course issuer bid were made through open market purchases at market price as well as by other means as permitted by applicable securities regulatory authorities, including private agreements.

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Unaudited In millions of US dollars except as otherwise noted  

The following table summarizes the Company’s share repurchase activities during the period:

	Three Months Ended September 30				Nine Months Ended  September 30
	2019		2018		2019		2018
Common shares repurchased for cancellation		-		7,271,800		36,066,766		32,209,923
Average price per share		-		54.15		52.07		51.62
Total cost		-		394		1,878		1,663
Repurchase resulting in a reduction of:
Share capital		-		199		992		884
Contributed surplus 1		-		-		-		23
Retained earnings 1		-		195		886		756

1 The excess of net cost over the average book value of the shares.

Dividends declared

The Company declared dividends per share of $0.45 (2018 – $0.40) during the three months ended September 30, 2019, payable on October 17, 2019 to shareholders of record on September 30, 2019, and $0.88 (2018 – $1.20) during the nine months ended September 30, 2019.

In 2019, the Company announced an increase in the expected quarterly dividend from $0.43 per share to $0.45 per share commencing with the quarterly dividend declared in the third quarter of 2019 and until otherwise determined by the Board of Directors.

Anti-dilutive shares

The diluted weighted average shares calculation excluded 979,000 stock options and 118,000 equity-settled performance share units for the three months ended September 30, 2018; and 621,000 stock options and 118,000 equity-settled performance share units for the nine months ended September 30, 2018, due to their anti-dilutive effect.

NOTE 11  BUSINESS ACQUISITIONS

The Company had the following acquisitions for the nine months ended September 30, 2019:

	Ruralco Holdings Limited (“Ruralco”)	Other Acquisitions
Acquisition date	September 30, 2019	Various
Total consideration, net of cash and cash equivalents acquired	$330 Also included in the total consideration, net of cash and cash equivalents acquired, is the impact of $18 relating to a foreign exchange hedge loss which the Company designated a cash flow hedge and accounted for similarly to other cash flow hedges. As the hedge was related to the commitment to purchase a foreign operation the Company considered it a non-financial item. The loss from the hedging instrument initially recognized in other comprehensive income (loss) was adjusted as part of goodwill when the business acquisition occurred.	$507, net of $100 previously held equity-accounted interest held in Agrichem. The remaining 20 percent interest in Agrichem was acquired in the first nine months of 2019, making Agrichem a wholly owned consolidated subsidiary of the Company.
Description	An agriservices business in Australia with more than 500 operating locations.	54 Retail locations in North and South America and Australia, which included companies operating within the proprietary products business, such as Actagro, LLC (“Actagro”), a developer, manufacturer and marketer of environmentally sustainable soil and plant health products and technologies.
Expected benefits	•  reduced operating costs •  broader distribution of Nutrien/Landmark products •  enhanced ability to foster innovation •  exposure to the water segment	•  expansion of geographical coverage for the sale of crop input products •  increased customer base and workforce •  synergies between Nutrien and acquired businesses

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Unaudited In millions of US dollars except as otherwise noted  

The Company has engaged independent valuation experts to assist in determining the fair value of certain assets acquired and liabilities assumed and related deferred income tax impacts. As at September 30, 2019, the purchase price allocation for the Actagro acquisition was substantially complete. The purchase price allocation for Ruralco and other acquisitions are not final as the Company is continuing to obtain and verify information required to determine the fair value of certain assets acquired and liabilities assumed and the amount of deferred income taxes arising on their recognition. The Company expects to finalize the amounts recognized as it obtains the information necessary to complete the analysis within one year from the date of the acquisition.

The preliminary values allocated to the acquired assets and assumed liabilities based upon fair values were as follows:

	September 30, 2019
	Ruralco			Other Acquisitions
Receivables 1		250			68
Inventories		116			120
Prepaid expenses and other current assets		11			39
Property, plant and equipment		70			106
Goodwill 2		272			293
Other intangible assets		55			179
Investments and other assets		31			2
Short-term debt 3		(112	)		-
Payables and accrued charges		(299	)		(152	)
Other current liabilities		(17	)		-
Long-term debt		-			(36	)
Other non-current liabilities		(47	)		(12	)
Total consideration		330			607
Previously held equity-accounted interest in Agrichem		-			(100	)
Total consideration, net of cash and cash equivalents acquired		330			507

1 Includes trade receivables with gross contractual amount of $247.

2 Goodwill was calculated as the excess of the fair value of consideration transferred over the recognized amount of net identifiable assets acquired. The portion of goodwill deductible for income tax purposes will be determined when the purchase allocation is finalized.

3 Outstanding amount on the Ruralco credit facilities assumed as part of the acquisition.

The significant fair value considerations included in the allocation of the purchase price are discussed below:

Asset	Valuation Technique
Property, plant and equipment	Market approach for land and certain types of personal property: sales comparison that measures the value of an asset through an analysis of sales and offerings of comparable assets. Replacement costs for all other depreciable property, plant and equipment: measures the value of an asset by estimating the cost to acquire or construct comparable assets and adjusts for age and condition of the asset.
Other intangible assets	Income approach – multi-period excess earnings method: which measures the value of an asset based on the present value of the incremental after-tax cash flows attributable to the asset after deducting contributory asset charges (“CACs”). Allocation of CACs is a matter of judgment and based on the nature of the acquired business’ operations and historical trend.

The Ruralco acquisition was completed at the close of business on September 30, 2019, therefore, the Company’s consolidated statements of earnings did not include any impacts from Ruralco for the three and nine months ended September 30, 2019. Financial information related to business acquisitions is as follows:

	Pro Forma 1				Three Months Ended 2 September 30, 2019		Nine Months Ended 2 September 30, 2019
	Ruralco		Other Acquisitions		Other Acquisitions		Other Acquisitions
Sales		1,090		460		99		267
EBITDA/Net earnings		50		80		4		6

1 Estimated annual sales and EBITDA if acquisitions occurred at January 1, 2019.

2 Sales and net earnings from continuing operations before income taxes from date of acquisition.

37

Unaudited In millions of US dollars except as otherwise noted  

NOTE 12  SEASONALITY

Seasonality in the Company’s business results from increased demand for products during planting season. Crop input sales are generally higher in spring and fall application seasons. Crop input inventories are normally accumulated leading up to each application season. Feed and industrial sales are more evenly distributed throughout the year. The results of this seasonality have a corresponding effect on trade and rebates receivables, inventories, prepaid expenses and other current assets and trade payables. Our short-term debt also fluctuates during the year to meet working capital needs. The Company’s cash collections generally occur after the application season is complete, while customer prepayments are concentrated in December and January and inventory prepayments are concentrated in the period from November to January.

NOTE 13  RELATED PARTY TRANSACTIONS

The Company sells potash from its Canadian mines for use outside Canada and the United States exclusively to Canpotex. Sales are at prevailing market prices and are settled on normal trade terms. Sales to Canpotex for the three months ended September 30, 2019 were $379 (2018 – $458) and the nine months ended September 30, 2019 were $1,421 (2018 – $1,198). At September 30, 2019, $215 (December 31, 2018 – $208) was owing from Canpotex.

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