40-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F

[Check one]

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2017

Commission File Number 001-10351

POTASH CORPORATION OF SASKATCHEWAN INC.

(Exact name of Registrant as specified in its charter)

Canada

(Province or other jurisdiction of incorporation or organization)

2870

(Primary Standard Industrial Classification Code Number (if applicable))

Not Applicable

(I.R.S. Employer Identification Number (if applicable))

Suite 500, 122 – 1st Avenue South

Saskatoon, Saskatchewan, Canada S7K 7G3

(306) 933-8500

(Address and telephone number of Registrant’s principal executive offices)

CT Corporation System

111 Eighth Avenue, 13th Floor

New York, New York 10011

(212) 894-8940

(Name, address (including zip code) and telephone number (including area code)

of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Not Applicable	Not Applicable

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Not Applicable

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

Not Applicable

(Title of Class)

For annual reports, indicate by check mark the information filed with this Form:

☒ Annual information form ☒ Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

840,223,041 Common Shares outstanding as of December 31, 2017

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

☒(1)  Yes            ☐  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

☒  Yes            ☐  No

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

☐  Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.  ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

This Annual Report on Form 40-F shall be incorporated by reference into the Registration Statements on Form S-8 (File Nos. 333-222384 and 333-222385) of Nutrien Ltd., as successor issuer to the registrant.

(1) As of January 12, 2018, the registrant ceased to be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, except for its obligation to file this annual report pursuant to Rule 12g-3(g) thereunder.

EXPLANATORY NOTE

On January 1, 2018 (the “Effective Date”), pursuant to the Arrangement Agreement, dated as of September 11, 2016, between Potash Corporation of Saskatchewan Inc. (“PotashCorp” or the “Registrant”) and Agrium Inc. (“Agrium”), each of PotashCorp and Agrium became an indirect wholly owned subsidiary of Nutrien Ltd. (“Nutrien”), a parent entity formed to manage and hold the combined businesses of PotashCorp and Agrium, pursuant to a plan of arrangement under Section 192 of the Canada Business Corporations Act (the “Arrangement”).

Prior to the completion of the Arrangement, PotashCorp was a foreign private issuer in the United States that historically voluntarily filed annual and periodic reports with the Securities and Exchange Commission (the “SEC”) on U.S. domestic issuer forms. Following the completion of the Arrangement, Nutrien as the successor registrant to PotashCorp will file with the SEC the reports that it files and submits to certain Canadian securities regulatory authorities under the Multijurisdictional Disclosure System (“MJDS”). Any reports that PotashCorp files with the SEC in connection with Nutrien becoming a successor registrant, including this Annual Report on Form 40-F (this “Annual Report”), will also be on MJDS forms.

PRINCIPAL DOCUMENTS

The following documents have been filed as part of this Annual Report:

1. Annual Information Form for the fiscal year ended December 31, 2017 (filed as Exhibit 99.1 hereto);

2. Management’s Discussion and Analysis for the fiscal year ended December 31, 2017 (the “2017 MD&A”) (filed as Exhibit 99.2 hereto); and

3. Audited Annual Financial Statements for the fiscal year ended December 31, 2017 (the “2017 Audited Annual Financial Statements”) (filed as Exhibit 99.3 hereto).

DISCLOSURE CONTROLS AND PROCEDURES

A. Certifications

The required disclosure is included in Exhibits 99.4, 99.5 and 99.6 to this Annual Report, and is incorporated herein by reference.

B. Evaluation of Disclosure Controls and Procedures

The required disclosure is included in “Management’s Responsibility—Management’s Responsibility for Financial Reporting—Management’s Report On Internal Control Over Financial Reporting” that accompanies the 2017 Audited Annual Financial Statements, filed as Exhibit 99.3 to this Annual Report, and is incorporated herein by reference.

C. Management’s Annual Report on Internal Control over Financial Reporting

The required disclosure is included in “Management’s Responsibility—Management’s Responsibility for Financial Reporting—Management’s Report On Internal Control Over Financial Reporting” that accompanies the 2017 Audited Annual Financial Statements, filed as Exhibit 99.3 to this Annual Report, and is incorporated herein by reference.

D. Attestation Report of the Independent Registered Public Accounting Firm

The required disclosure is included in the “Report of Independent Registered Public Accounting Firm” that accompanies the 2017 Audited Annual Financial Statements, filed as Exhibit 99.3 to this Annual Report. See “Controls and Procedures” in the 2017 MD&A, filed as Exhibit 99.2 to this Annual Report, and is incorporated herein by reference.

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E. Changes in Internal Control over Financial Reporting

During the period covered by this report, there was no change in PotashCorp’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

AUDIT COMMITTEE FINANCIAL EXPERT

Prior to the Effective Date, the PotashCorp Board of Directors (the “Board”) determined that it had three “audit committee financial experts” (as such term is defined in paragraph 8(b) of General Instruction B to Form 40-F) serving on its Audit Committee. Christopher M. Burley, Alice D. Laberge and Aaron W. Regent were determined to be such audit committee financial experts and were “independent” as such term is defined under the Canadian Securities Administrators’ National Instrument 52-110 (Audit Committees) and the standards of the SEC and the New York Stock Exchange (the “NYSE”) relating to the independence of audit committee members.

The Board’s designation of Christopher M. Burley, Alice D. Laberge and Aaron W. Regent as audit committee financial experts prior to the completion of the Arrangement does not impose on them any duties, obligations or liability that are greater than the duties, obligations and liability imposed on them as members of the Audit Committee and Board in the absence of such designation or identification. In addition, the designation of Christopher M. Burley, Alice D. Laberge and Aaron W. Regent as audit committee financial experts does not affect the duties, obligations or liability of any other member of the Audit Committee or Board. See also “Item 17—Audit Committee” of PotashCorp’s Annual Information Form, filed as Exhibit 99.1 to this Annual Report, and incorporated herein by reference.

CODE OF CONDUCT AND ETHICS

As of December 31, 2017, the last full day prior to the closing of the Arrangement, and at all times during the year ended December 31, 2017, the Board had in place the “PotashCorp Governance Principles” that applied to all directors and the “PotashCorp Core Values and Code of Conduct” that applied to all directors, officers, employees and representatives of PotashCorp (collectively, the “PCS Codes”). The PCS Codes were posted to the Governance section of PotashCorp’s website.

In connection with the completion of the Arrangement, the board of directors of Nutrien adopted the Nutrien Code of Ethics that applied to all directors, officers, employees and representatives of Nutrien and its subsidiaries, including PotashCorp (the “Nutrien Code”). A copy of the Nutrien Code is posted on Nutrien’s website at https://www.nutrien.com/what-we-do/governance. Copies may be obtained, free of charge, by contacting Nutrien in writing at Suite 500, 122 – 1st Avenue South, Saskatoon, Saskatchewan, Canada S7K 7G3, by telephone at (306) 933-8500 or on Nutrien’s website at www.nutrien.com. Nutrien intends to post any amendments to and waivers from the Nutrien Code on its website as identified above.

NOTICES PURSUANT TO REGULATION BTR

The required disclosure is included in PotashCorp’s Current Report on Form 8-K, filed with the SEC on December 28, 2017.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The required disclosure is included in “Item 17—Audit Committee—17.5—External Auditor Service Fees (By Category)” of PotashCorp’s Annual Information Form, filed as Exhibit 99.1 to this Annual Report, and incorporated by reference herein.

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AUDIT COMMITTEE’S PRE-APPROVAL POLICIES AND PROCEDURES

The required disclosure is included in “Item 17—Audit Committee—17.4—Pre-Approval Policies and Procedures” of PotashCorp’s Annual Information Form, filed as Exhibit 99.1 to this Annual Report, and incorporated by reference herein.

OFF-BALANCE SHEET ARRANGEMENTS

The required disclosure is included in “Capital Structure and Management—Off-Balance Sheet Arrangements” of the 2017 MD&A, filed as Exhibit 99.2 to this Annual Report, and incorporated by reference herein.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The required disclosure is included in “Liquidity and Capital Resources—Cash Requirements” of the 2017 MD&A, filed as Exhibit 99.2 to this Annual Report, and incorporated by reference herein.

IDENTIFICATION OF THE AUDIT COMMITTEE

As of December 31, 2017, the last full day prior to the completion of the Arrangement, and at all times during the year ended December 31, 2017, the Board had an Audit Committee. As of December 31, 2017, the last full day prior to the completion of the Arrangement, the Audit Committee consisted of five directors: Christopher M. Burley, Donald G. Chynoweth, Alice D. Laberge, Consuelo E. Madere, and Aaron W. Regent, who were appointed annually by the Board. Further disclosure is provided under “Item 17—Audit Committee—17.2—Composition of the Audit Committee” of PotashCorp’s Annual Information Form, filed as Exhibit 99.1 to this Annual Report, and incorporated by reference herein.

Pursuant to the Arrangement and as of the Effective Date, the Board has an Audit Committee consisting of: Christopher M. Burley, Alice D. Laberge, Aaron W. Regent and Consuelo E. Madere.

RESERVE AND RESOURCE ESTIMATES

PotashCorp’s mineral reserves have been estimated in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”), as required by Canadian securities regulatory authorities. For United States reporting purposes, Industry Guide 7 under the Securities Act of 1933, as amended, as interpreted by the Staff of the SEC, applies different standards in order to classify mineralization as a reserve. In addition, while the terms “measured”, “indicated” and “inferred” mineral resource are required pursuant to NI 43-101, the SEC does not recognize such terms. Canadian standards differ significantly from the requirements of the SEC, and mineral resource information contained in the documents incorporated into this Annual Report by reference is not comparable to similar information regarding mineral reserves disclosed in accordance with the requirements of the SEC. Investors should understand that “inferred” mineral resources have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. In addition, investors are cautioned not to assume that any part or all of our mineral resources constitute or will be converted into reserves.

MINE SAFETY DISCLOSURE

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 16 of General Instruction B to Form 40-F is included in Exhibit 99.9 to this Annual Report.

WEBSITE INFORMATION

Notwithstanding any reference to PotashCorp’s website, Nutrien’s website or other websites on the World Wide Web in this Annual Report or in the documents attached as exhibits hereto, the information contained in PotashCorp’s website, Nutrien’s website or any other site on the World Wide Web referred to in this Annual Report or in the documents attached as exhibits hereto, or referred to in PotashCorp’s website or Nutrien’s website, is not a part of this Annual Report and, therefore, is not filed with the SEC.

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UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

Concurrently with the filing of this Annual Report, the Registrant is filing an Appointment of Agent for Service of Process and Undertaking on Form F-X with respect to the class of securities in relation to which the obligation to file the Form 40-F arises. Any change to the name or address of the Registrant’s agent for service of process shall be communicated promptly to the SEC by amendment to the Form F-X referencing the file number of the Registrant.

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

POTASH CORPORATION OF SASKATCHEWAN INC.
By:	/s/ Wayne R. Brownlee
Name: Title:	Wayne R. Brownlee Executive Vice President, Treasurer and Chief Financial Officer

Date: February 26, 2018

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Annual Information Form for the fiscal year ended December 31, 2017
99.2	Management’s Discussion and Analysis for the fiscal year ended December 31, 2017
99.3	Audited Annual Consolidated Financial Statements for the fiscal year ended December 31, 2017
99.4	Consent of Independent Registered Public Accounting Firm
99.5	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.6	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.7	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.8	Consent of Craig Funk, B.Sc., M.Sc., P. Eng., P.Geo.
99.9	Mine Safety Disclosure
101	Interactive Data File

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EX-99.1

Exhibit 99.1

POTASH CORPORATION OF SASKATCHEWAN INC.

ANNUAL INFORMATION FORM

Year Ended December 31, 2017

February 20, 2018

TABLE OF CONTENTS

Following is a table of contents of this Annual Information Form (“AIF”) referencing the applicable requirements of Form 51-102F2 of the Canadian Securities Administrators. Certain portions of this AIF are disclosed in Potash Corporation of Saskatchewan Inc.’s Management’s Discussion & Analysis (“2017 MD&A”) and Consolidated Financial Statements for the year ended December 31, 2017 (“2017 Financial Statements”) and are incorporated herein by reference as noted below and are available on the Canadian Securities Administrators’ SEDAR website at www.sedar.com and on the EDGAR section of the United States Securities and Exchange Commission’s website at www.sec.gov.

	Page Reference
	Annual Information Form		Incorporated by Reference from the 2017 MD&A	Incorporated by Reference from the 2017 Financial Statements
Item 1 Table of Contents		2
Item 2 Advisories		4
2.1 Forward-Looking Information		4
2.2 Basis of Presentation		6
Item 3 Corporate Structure		6
3.1 Name, Address and Incorporation		6
3.2 Intercorporate Relationships		6
Item 4 General Development of the Business		6
4.1 Three Year History		6
Item 5 Description of the Business		7
5.1 Business of PotashCorp		7
a. Summary		8			Note 3 on page 66-69
b. Production Methods		11
c. Specialized Skill and Knowledge		13
d. Competitive Position		13
e. Sources of Raw Materials		14
f. Seasonality		15
g. Environmental Matters		15			Note 18 on page 87-89, Note 25 on page 100-101, Note 30 on page 118-120
h. Employees		18
i. Foreign Operations and Contracts		18
j. Social or Environmental Policies		19
5.2 Risk Factors		20
5.3 Mineral Projects		27
a. Allan Potash Operations		27
b. Cory Potash Operations		44
c. Lanigan Potash Operations		58
d. Rocanville Potash Operations		75
Item 6 Dividends		92
Item 7 Description of Capital Structure		92
7.1 General Description of Capital Structure		92
7.2 Constraints		93
7.3 Debt Ratings		93
Item 8 Market for Securities		94
8.1 Trading Price and Volume		94
8.2 Prior Sales		95			Note 22 on page 97 and Note 23 on page 98-99
Item 9 Escrowed Securities and Securities Subject to Contractual Restriction on Transfer		96
Item 10 Directors and Officers		96

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	Page Reference
	Annual Information Form		Incorporated by Reference from the 2017 MD&A	Incorporated by Reference from the 2017 Financial Statements
10.1 Name, Occupation and Security Holding		96
10.2 Cease Trade Orders, Bankruptcies, Penalties or Sanctions		99
10.3 Conflicts of Interest		100
Item 11 Promoters		101
Item 12 Legal Proceedings and Regulatory Actions		101		Note 30 on page 118
Item 13 Interest of Management and Others in Material Transactions		101
Item 14 Transfer Agent, Registrar and Trustees		101
Item 15 Material Contracts		101
Item 16 Interests of Experts		101
16.1 Names of Experts		101
16.2 Interests of Experts		102
Item 17 Audit Committee		102
17.1 Audit Committee Charter		102
17.2 Composition of the Audit Committee		102
17.3 Relevant Education and Experience of Members of the Audit Committee		102
17.4 Pre-Approval Policies and Procedures		103
17.5 External Auditor Service Fees (by category)		103
Item 18 Additional Information		104
Exhibit 17.1 Audit Committee Charter		105

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ITEM 2 – ADVISORIES

2.1 FORWARD-LOOKING INFORMATION

This AIF, including the documents incorporated by reference, contains and incorporates by reference “forward-looking statements” (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other U.S. federal securities laws) or “forward-looking information” (within the meaning of applicable Canadian securities legislation) that relate to future events or our future financial performance. These statements can be identified by expressions of belief, expectation or intention, as well as those statements that are not historical fact. These statements often contain words such as “should”, “could”, “expect”, “may”, “anticipate”, “forecast”, “believe”, “intend”, “estimates”, “plans” and similar expressions. These statements are based on certain factors and assumptions as set forth in this document and the documents incorporated by reference herein, including with respect to: foreign exchange rates, expected growth, results of operations, performance, business prospects and opportunities and effective tax rates. While PotashCorp considers these factors and assumptions to be reasonable based on information currently available, they may prove to be incorrect.

Forward-looking statements are subject to risks and uncertainties that are difficult to predict. The results or events set forth in forward-looking statements may differ materially from actual results or events. Several factors could cause our actual results or events to differ materially from those expressed in forward-looking statements including, but not limited to:

• the effect of the completion of the Merger on our ability to retain customers, suppliers and personnel and on our operating future business and operations generally;

• failure to realize the anticipated benefits of the Merger and to successfully integrate with Agrium;

• certain costs that we may incur as a result of the Merger;

• risks related to the diversion of management time from ongoing business operations due to the Merger;

• any significant impairment of the carrying amount of certain of our assets;

• variations from our assumptions with respect to foreign exchange rates, expected growth, results of operations, performance, business prospects and opportunities, and effective tax rates;

• fluctuations in supply and demand in the fertilizer, sulfur and petrochemical markets;

• changes in competitive pressures, including pricing pressures;

• risks and uncertainties related to any operating and workforce changes made in response to our industry and the markets we serve, including mine and inventory shutdowns;

• adverse or uncertain economic conditions and changes in credit and financial markets;

• economic and political uncertainty around the world;

• changes in capital markets;

• the results of sales contract negotiations within major markets;

• unexpected or adverse weather conditions;

• changes in currency and exchange rates;

• risks related to reputational loss;

• the occurrence of a major safety incident;

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• inadequate insurance coverage for a significant liability;

• inability to obtain relevant permits for our operations;

• catastrophic events or malicious acts, including terrorism;

• certain complications that may arise in our mining process, including water inflows;

• risks and uncertainties related to our international operations and assets;

• our ownership of non-controlling equity interests in other companies;

• our prospects to reinvest capital in strategic opportunities and acquisitions;

• risks associated with natural gas and other hedging activities;

• security risks related to our information technology systems;

• imprecision in reserve estimates;

• costs and availability of transportation and distribution for our raw materials and products, including railcars and ocean freight;

• changes in, and the effects of, government policies and regulations;

• earnings and the decisions of taxing authorities which could affect our effective tax rates;

• increases in the price or reduced availability of the raw materials that we use;

• our ability to attract, develop, engage and retain skilled employees;

• strikes or other forms of work stoppage or slowdowns;

• rates of return on, and the risks associated with, our investments and capital expenditures;

• timing and impact of capital expenditures;

• the impact of further innovation;

• adverse developments in pending or future legal proceedings or government investigations; and

• violations of our governance and compliance policies.

In addition to the factors mentioned above, see “Risk Factors” discussed in this AIF for a description of other factors affecting forward-looking statements. As a result of these and other factors, there is no assurance that any of the events, circumstances or results anticipated by forward-looking statements included or incorporated by reference into this AIF will occur or, if they do, of what impact they will have on our business, our performance, the results of our operations and our financial condition.

These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions and expected future developments as well as other factors PotashCorp believes are appropriate in the circumstances. Readers are cautioned not to place undue reliance on the forward-looking statements which involve known and unknown risks and uncertainties that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Forward-looking statements are given only as of the date hereof and PotashCorp disclaims any obligation to update or revise any forward-looking statements included or incorporated by reference into this report, whether as a result of new information, future events or otherwise, except as required by law.

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2.2 BASIS OF PRESENTATION

2017, 2016 and 2015 financial information presented and discussed in this AIF is prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. This AIF is dated February 20, 2018, and the information contained herein is current as of such date, unless otherwise specified.

ITEM 3 – CORPORATE STRUCTURE

In this AIF, unless otherwise specified, the term “PotashCorp” refers to Potash Corporation of Saskatchewan Inc. and, unless the context requires otherwise, the terms “we”, “us”, “our”, “PCS” and the “Company” refer to PotashCorp and its direct and indirect subsidiaries, individually or in any combination, as applicable. References to “dollars”, “$”, and “U.S. $” are to United States dollars and references to “CDN $” are to Canadian dollars.

3.1 NAME, ADDRESS AND INCORPORATION

PotashCorp is a corporation continued under the Canada Business Corporations Act (“CBCA”) and is the successor to a corporation without share capital established by the Province of Saskatchewan in 1975. In 1989, the Province of Saskatchewan privatized PotashCorp. While the Province initially retained an ownership interest in PotashCorp, this interest was reduced to zero by the end of 1993.

PotashCorp’s head office, principal place of business, and registered office are located at Suite 500, 122 — 1st Avenue South, Saskatoon, Saskatchewan, Canada S7K 7G3.

3.2 INTERCORPORATE RELATIONSHIPS

Principal Subsidiaries(a)	Jurisdiction of Incorporation or Organization	Ownership
PCS Nitrogen Fertilizer, LP	Delaware		100	%
PCS Nitrogen, Inc.	Delaware		100	%
PCS Nitrogen Trinidad Limited	Trinidad		100	%
PCS Phosphate Company, Inc.	Delaware		100	%
PCS Sales (USA), Inc.	Delaware		100	%
Phosphate Holding Company, Inc.	Delaware		100	%
Potash Holding Company, Inc.	Delaware		100	%
White Springs Agricultural Chemicals, Inc.	Delaware		100	%

(a) In aggregate, our remaining subsidiaries accounted for less than 20 percent of PotashCorp’s consolidated total assets and/or sales.

ITEM 4 – GENERAL DEVELOPMENT OF THE BUSINESS

4.1 THREE YEAR HISTORY

The Merger

Effective January 1, 2018, PotashCorp and Agrium Inc. (“Agrium”) completed a court-approved plan of Merger (the “Merger”) under section 192 of the CBCA, involving, among others, PotashCorp, Agrium and Nutrien Ltd. (“Nutrien”), the new parent company of PotashCorp and Agrium.

Pursuant to the Merger, the holders of common shares of PotashCorp (“PotashCorp Shares”) received common shares of Nutrien (“Nutrien Shares”) at a ratio of 0.40 of a Nutrien Share for each PotashCorp Share (the “PotashCorp Exchange Ratio”) and the holders of common shares of Agrium (“Agrium Shares”) received Nutrien Shares at a ratio of 2.23 Nutrien Shares for each Agrium Share.

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As a result of completing the Merger, PotashCorp and Agrium are wholly-owned subsidiaries of Nutrien.

In addition, upon completion of the Merger, each equity incentive award of PotashCorp was assumed or replaced by Nutrien based on the PotashCorp Exchange Ratio and all other material terms and conditions of each such equity incentive award remained substantially similar with their pre-Merger terms and conditions. Nutrien also assumed the obligations in respect of awards under PotashCorp’s non-equity based incentive compensation plans.

Effective on closing of the Merger, the board of directors of PotashCorp (the “PotashCorp Board”) was reconstituted to mirror the board of directors of Nutrien (the “Nutrien Board”), and the PotashCorp Board is now comprised of the following directors: Jochen E. Tilk, Charles (Chuck) V. Magro, Christopher M. Burley, Maura J. Clark, John W. Estey, David C. Everitt, Russell K. Girling, Gerald W. Grandey, Miranda C. Hubbs, Alice D. Laberge, Consuelo E. Madere, Keith G. Martell, A. Anne McLellan, Derek G. Pannell, Aaron W. Regent and Mayo M. Schmidt.

In connection with antitrust approvals necessary for the completion of the Merger, PotashCorp: (i) divested its minority equity interest in Israel Chemicals Ltd. (“ICL”) effective January 24, 2018, and (ii) has committed to divest its minority equity interests in Arab Potash Company (“APC”) and Sociedad Química y Minera de Chile S.A. (“SQM”) within 18 months of November 2, 2017.

Bond Offerings

On March 26, 2015, PotashCorp completed an offering of up to $500,000,000 aggregate principal amount of 3.000% debt securities due April 1, 2025 (the “April 2025 Notes”). The April 2025 Notes were issued pursuant to an indenture dated February 27, 2003 (the “Indenture”) between PotashCorp and U.S. Bank National Association (as successor to The Bank of Nova Scotia Trust Company of New York) as trustee. The April 2025 Notes were registered under a shelf registration statement of the PotashCorp on Form S-3 (No. 333- 212301) filed June 28, 2013 with the U.S. Securities and Exchange Commission (the “SEC”).

On December 6, 2016, PotashCorp completed an offering of up to $500,000,000 aggregate principal amount of 4.000% debt securities due December 15, 2026 (the “December 2026 Notes”). The December 2026 Notes were issued pursuant to the Indenture. The December 2026 Notes were registered under a shelf registration statement of the PotashCorp on Form S-3 (No. 333- 212301) filed June 29, 2016 with the SEC.

New Brunswick Potash Operations

In November 2015, in response to a weaker fertilizer environment, we accelerated and completed the permanent closure of our Penobsquis facility in New Brunswick. In January 2016, in light of challenging market conditions, we indefinitely suspended potash operations at our Picadilly facility in New Brunswick.

ITEM 5 – DESCRIPTION OF THE BUSINESS

5.1 BUSINESS OF POTASHCORP

PotashCorp is the world’s largest fertilizer producer by capacity producing the three primary crop nutrients: potash, nitrogen and phosphate. PotashCorp is the largest producer of potash worldwide by capacity. In 2017, PotashCorp estimates its potash operations represented 21% of global potash capacity, its nitrogen operations represented 2% of global nitrogen capacity and its phosphate operations represented 3% of global phosphate capacity.

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a) SUMMARY

i) Potash Operations

Our potash operations include the mining and processing of potash, which is predominantly used as fertilizer.

All potash produced by the Company in Saskatchewan is in the southern half of the Province, where extensive potash deposits, or “Members”, are found. The potash ore is contained in a predominantly rock salt formation known as the Prairie Evaporite, which lies about 1,000 metres below the surface. The evaporate deposits, which are bounded by limestone formations, contain potash beds of approximately 2.4 to 5.1 metres of thickness. Three potash deposits of economic importance occur in the Province: the Esterhazy, Belle Plaine and Patience Lake Members. The Patience Lake Member is mined at the Lanigan, Allan, Patience Lake and Cory mines, and the Esterhazy Member is mined at the Rocanville mine.

We have the right to mine 856,741 acres of land in Saskatchewan. Included in these holdings are mineral rights to 751,415 acres contained within our producing potash leases, of which approximately 23% are owned by us, approximately 61% are under lease from the Province of Saskatchewan and approximately 16% are leased from other parties. Our remaining 105,326 acres are located elsewhere in Saskatchewan.

Our leases with the Province of Saskatchewan are for 21-year terms, renewable at our option. Our significant leases with other parties are also for 21-year terms. Such other leases are renewable at our option, providing generally that production is continuing and that there is continuation of the applicable lease with the Province of Saskatchewan.

In November 2015, in response to a weaker fertilizer environment, we accelerated and completed the permanent closure of our Penobsquis facility in New Brunswick. In January 2016, in light of challenging market conditions, we indefinitely suspended potash operations at our Picadilly facility in New Brunswick. We are keeping idled capacity at Picadilly in a care-and-maintenance mode, which retains the optionality to resume operations as market conditions warrant. We believe that any resumption of operations at our Picadilly facility would take at least one year.

In New Brunswick, we mined pursuant to a mining lease with the Province of New Brunswick. The lease is for a term of 21 years from 1978 with renewal provisions for three additional 21-year periods. This lease was renewed effective June 13, 1999 and amended in 2005 to add additional land. We have the right to mine 58,263 acres of land in New Brunswick. This right is not materially affected by the indefinite suspension of our New Brunswick potash operations. We also hold an interest in certain oil and gas rights in the vicinity of the Picadilly facility.

ii) Nitrogen Operations

Our nitrogen operations include the production of nitrogen fertilizers and nitrogen feed and industrial products, including ammonia, urea, diesel emission fluid, nitrogen solutions, ammonium nitrate and nitric acid. We have nitrogen facilities in Georgia, Louisiana, Ohio and Trinidad.

We have four nitrogen production facilities, of which three are located in the United States and one is located in Trinidad. The following table sets forth the facility locations and products produced.

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Plant Locations	Nitrogen Products Produced
Augusta, Georgia	Ammonia, urea, nitric acid, ammonium nitrate and nitrogen solutions
Geismar, Louisiana	Ammonia, nitric acid and nitrogen solutions
Lima, Ohio	Ammonia, urea, nitric acid and nitrogen solutions
Point Lisas, Trinidad	Ammonia and urea

iii) Phosphate Operations

Our phosphate operations include the manufacture and sale of solid and liquid phosphate fertilizers, phosphate feed and industrial acid, which is used in food products and industrial processes. We have phosphate mines and mineral processing plant complexes in Florida and North Carolina. We also have four phosphate feed plants in the United States and produce phosphoric acid at our Geismar, Louisiana facility.

At our Geismar, Louisiana facility we manufacture phosphoric acid. The Geismar facility has a phosphoric acid plant and a liquid fertilizer plant. A significant portion of the phosphoric acid produced at the Geismar facility is sold as feedstock to Innophos Holdings, Inc. for use in its neighboring purified acid plant. Our other phosphate properties include:

• animal feed plants in Marseilles, Illinois; Joplin, Missouri; and Weeping Water, Nebraska;

• a technical and food grade phosphate plant in Cincinnati, Ohio; and

• a terminal facility at Morehead City, North Carolina.

Plant Locations	Primary Products Produced(a)
Aurora, North Carolina	DAP, MAP, SPA, animal feed, liquid fertilizer, purified acid, merchant grade phosphoric acid (“MGA”), hydrofluosilicic acid, deflourinated merchant grade acid, low magnesium SPA (“LOMAG”)
White Springs, Florida	SPA, MGA(b), LOMAG, MAP
Cincinnati, Ohio	Blended purified acid products
Geismar, Louisiana	MGA
Marseilles, Illinois	Animal feed
Weeping Water, Nebraska	Animal feed
Joplin, Missouri	Animal feed

(a) The following scientific terms have the following meanings:

DAP diammonium phosphate, 46% P₂O₅ (solid)

MAP monoammonium phosphate, 52% P₂O₅ (solid)

SPA superphosphoric acid, 70% P₂ O₅ (liquid)

(b) All of the MGA from White Springs is consumed internally in the production of additional products.

iv) Transportation, Storage and Distribution

We have an extensive infrastructure and distribution system to store and transport our products. In addition to storage located at our production facilities, in North America in 2017 we leased or owned 294 terminal and warehouse facilities, some of which have multi-product capability, for a total of 411 strategically located distribution points in Canada and the United States to serve our customers. To complement our distribution system in Canada and the United States, we also leased or owned approximately 10,500 railcars. In the offshore market, the Company leased one warehouse in Malaysia and had ownership in a joint venture which leases one dry bulk fertilizer port terminal in Brazil. We also leased three vessels used for ammonia transportation and owned one multi-purpose vessel used for molten sulfur and phosphoric acid transportation.

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Potash

Transportation costs can be a significant component of the total cost of potash. Producers may have an advantage in serving markets close to their sources of supply depending on prevailing transportation costs. International shipping cost variances permit offshore producers (including those in the former Soviet Union, Germany and the Middle East) to compete with us effectively in many geographies.

Most of our potash for North American customers is shipped by rail. We believe we have a strategic advantage in this market with more than 204 owned or leased potash distribution points and a fleet of approximately 4,470 owned and leased railcars. We believe this is the most extensive domestic distribution network in the potash business. Shipments are also made by rail from each of our Saskatchewan mines to Thunder Bay, Ontario, for shipment by lake vessel to our warehouses and storage facilities in Canada and the United States.

In the case of our sales to Canpotex Limited (“Canpotex”), potash is transported by rail principally to Vancouver, British Columbia, where port facilities store potash pending shipment by ocean-going vessels overseas. We have an equity interest in Canpotex Bulk Terminals Limited, which is a part owner of these port facilities. Through Canpotex, we also transport potash to, and have an interest in, a port facility located in Portland, Oregon. Following the suspension of our Picadilly, New Brunswick potash operations in early 2016, storage and loading facilities at the Port of Saint John – including our capacity of up to 2.5 million tonnes per year – have been made available to Canpotex for offshore shipping.

Nitrogen

We distribute our nitrogen products by vessel, barge, railcar, truck and direct pipeline to our customers and, in high consumption areas, through our strategically located storage terminals. We lease or own 95 nitrogen terminal facilities. The terminals provide off-season storage and also serve local dealers during the peak seasonal demand period.

We distribute products from Trinidad primarily to markets in the United States and also to Latin America. Our distribution operations in Trinidad employ three long-term chartered ocean-going vessels and utilize short-term and spot charters as necessary for the transportation of ammonia. All bulk urea production from Trinidad is shipped through third-party carriers.

Phosphate

With respect to phosphates, we have long-term leases on shipping terminals in Morehead City and Beaufort, North Carolina, through which we receive and store Aurora facility raw materials and finished product. Most of our offshore phosphate sales are shipped through the terminal at Morehead City. We use barges and tugboats to transport solid products, phosphoric acid and sulfur between the Aurora facility and shipping terminals. Raw materials and products, including sulfur, are also transported to and from the Aurora facility by rail.

Sulfur is delivered to the White Springs facility by rail and truck from Canada and the United States. Most of the phosphoric acid and chemical fertilizers produced at the White Springs facility are shipped to North American destinations by rail. Ammonia for Aurora is supplied by rail and truck from our production facilities in Lima, Ohio; Geismar, Louisiana; and Augusta, Georgia. Much of the Geismar facility’s phosphoric acid is delivered via pipeline to a nearby customer. The balance of the facility’s phosphate products is shipped by rail or tank truck. Phosphate rock feedstock is delivered to Geismar from Morocco in large ocean-going vessels. Sulfuric acid is delivered to the Geismar facility by barge and truck.

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v) Selected Financial Information

Sales classified by business unit, operating segment and applicable category of products and services for the Company’s three most recently completed fiscal years are provided in Note 3 to the 2017 Financial Statements, which are incorporated herein by reference.

b) PRODUCTION METHODS

Production methods for PotashCorp’s manufactured products are set out below.

Potash

We produce potash using both conventional and solution mining methods. In conventional operations, shafts are sunk to the ore body and mining machines cut out the ore, which is hoisted to surface for processing. In solution mining, the potash is dissolved in warm brine and pumped to the surface for processing. Eleven grades of potash are produced to suit different preferences of the various markets we serve.

In 2017, our conventional potash operations mined 30.04 million tonnes of ore at an average mineral grade of 23.45% potassium oxide (“K₂O”). In 2017, our potash production from all our operations consisted of 9.80 million tonnes of potash (“KCl” or “finished product”) with an average grade of 61.44% K₂O, representing an estimated 47% of North American production.

In 2017, our nameplate capacity represented an estimated 51% of the North American total capacity (based on our nameplate capacity, see table below for further information). We allocate production among our mines on the basis of various factors, including cost efficiency and the grades of product that can be produced. The Patience Lake mine, which was originally a conventional underground mine, began employing a solution mining method in 1989. The other Saskatchewan mines we own employ conventional underground mining methods.

Our New Brunswick operations also produced approximately 143,043 tonnes of sodium chloride (salt) in 2017. Despite the suspension of our New Brunswick potash operations, we expect to continue to mine salt for the local market at this time, albeit at a reduced rate.

The following table sets forth, for each of the past three years, the production of ore, grade and finished product for each of our potash mines:

	Annual Nameplate Capacity(1)		Annual Operational Capability 2017(2)		2017 Production						2016 Production						2015 Production
	Finished Product (Millions of tonnes)		Finished Product (Millions of tonnes)		Ore (Millions of tonnes)		Grade % K2O		Finished Product (Millions of tonnes)		Ore (Millions of tonnes)		Grade % K2O		Finished Product (Millions of tonnes)		Ore (Millions of tonnes)		Grade % K2O		Finished Product (Millions of tonnes)
Lanigan(3)		3.8		2.0		6.31		21.0		1.82		7.09		20.6		2.03		6.09		21.2		1.83
Rocanville		6.5		5.0		15.10		23.7		4.86		8.63		23.1		2.72		7.85		23.0		2.48
Allan		4.0		2.0		5.22		25.1		1.83		6.82		24.9		2.38		6.75		25.2		2.38
Cory(3)		3.0		0.8		3.41		24.0		0.99		4.41		23.5		1.24		5.15		24.5		1.51
Patience Lake(4)		0.3		0.3						0.30		—		—		0.23		—		—		0.26
New Brunswick(5)		2.0		—		—		—		—		—		—		—		2.38		20.3		0.65
Totals		19.6		10.1		30.04				9.80		26.95				8.60		28.22				9.11

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⁽¹⁾  Represents estimates of capacity as of December 31, 2017. Estimates are based on capacity as per design specifications or Canpotex entitlements once determined. In the case of New Brunswick, nameplate capacity represents design specifications for the Picadilly mine, which is currently in care-and-maintenance mode. In the case of Patience Lake, estimate reflects current operational capability. Estimates for all other facilities do not necessarily represent operational capability.

⁽²⁾  Estimated annual achievable production level at current staffing and operational readiness (estimated at beginning of year). Estimate does not include inventory-related shutdowns and unplanned downtime.

⁽³⁾  In November 2016, the Company announced operational changes at Cory to produce only white potash with an expected operational capability of approximately 0.8 million tonnes per year, and these operational changes were fully completed in the third quarter of 2017. Potential exists to reach previous operational capability with increased staffing and operational ramp-up, although timing is uncertain.

⁽⁴⁾  Solution mine.

⁽⁵⁾  In November 2015, the Penobsquis, New Brunswick mine was permanently closed. In January 2016, the Company indefinitely suspended its Picadilly, New Brunswick operations, which are currently in care-and-maintenance mode.

The mining of potash is a capital-intensive business subject to the normal risks and capital expenditure requirements associated with mining operations. The production and processing of ore may be subject to delays and costs resulting from mechanical failures and hazards, such as unusual or unexpected geological conditions, subsidence, water inflows, and other conditions involved in mining potash ore.

Nitrogen

Unlike potash and phosphate, nitrogen is not mined. It is synthesized from air using steam and natural gas or coal to produce ammonia. The ammonia is used to produce a full line of upgraded nitrogen products, including urea, nitrogen solutions, ammonium nitrate and nitric acid. Ammonia, urea and nitrogen solutions are sold as fertilizers to agricultural customers and to industrial customers for various applications. Nitric acid and ammonium nitrate are sold to industrial customers for various applications. Urea is also sold for feed applications.

Phosphate

We extract phosphate ore using surface mining techniques. At each mine site, the ore is mixed with recycled water to form a slurry, which is pumped from the mine site to our processing facilities. The ore is then screened to remove coarse materials, washed to remove clay and floated to remove sand to produce phosphate “rock”. The annual production capacity of our mines is currently 7.4 million tonnes of phosphate rock. During 2017, the Aurora facility’s total production of phosphate rock was 5.4 million tonnes and the White Springs facility’s total production of phosphate rock was 2.0 million tonnes. The sequence for mining portions of the Aurora property has been identified in the permit issued by the US Army Corps of Engineers in June 2009. The permit authorizes mining in excess of 22 years. Phosphate rock is the major input in our phosphorus processing operations. Substantially all of the phosphate rock produced is used internally for the production of phosphoric acid, SPA, chemical fertilizers, purified phosphoric acid and animal feed products. To meet certain customers’ product requirements, the Geismar facility does not mine phosphate rock. The Geismar facility purchases phosphate rock from the Moroccan company OCP S.A.

In addition to phosphate ore, the other principal raw materials we require are sulfur and ammonia. The production of phosphoric acid requires substantial quantities of sulfur, which we purchase from third parties. Any significant disruption in our sulfur supply to the phosphate facilities could adversely impact our financial results. We produce sulfuric acid at the Aurora and White Springs facilities and our Geismar facility purchases sulfuric acid from third parties.

Our phosphate operations purchase all of their ammonia at market rates from or through our nitrogen and sales subsidiaries. Phosphoric acid is reacted with ammonia to produce purified phosphoric acid, DAP and MAP as well as liquid fertilizers. In addition, ammonia operations include the purchase, sale and terminalling of anhydrous ammonia and much of this ammonia is purchased from third parties. Ammonia for Aurora is supplied by rail and truck from our production facilities in Lima, Ohio; Geismar, Louisiana; and Augusta, Georgia.

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We can produce MGA at our Aurora, White Springs and Geismar facilities. Some MGA from Aurora and Geismar is sold to foreign and domestic fertilizer producers and industrial customers. We further process the balance of the MGA to make solid fertilizer (DAP and MAP), liquid fertilizers, animal feed supplements for the poultry and livestock markets, and purified phosphoric acid for use in a wide variety of food, technical and industrial applications.

c) SPECIALIZED SKILL AND KNOWLEDGE

PotashCorp believes its success is dependent on the performance of its management and key operational employees, many of whom have specialized skills and knowledge relating to the potash, nitrogen and phosphate industry and to the conduct of potash, nitrogen and phosphate operations. PotashCorp believes that it has adequate personnel with the specialized skills and knowledge to successfully carry out the Company’s business and operations.

d) COMPETITIVE POSITION

Potash

Potash is a commodity, characterized by minimal product differentiation, and, consequently, producers compete based on price, quality and service. We price competitively and sell high quality products and provide high quality service to our customers. Our service includes maintaining warehouses, leasing railcars and chartering ocean-going vessels to enhance our delivery capabilities. The high cost of transporting potash affects competition in various geographic areas. During 2017 our principal competitors in North America included PA Belaruskali, ICL, Intrepid Potash Inc., K+S Group, The Mosaic Company (“Mosaic”), SQM and JSC Uralkali. In 2017, in offshore markets, Canpotex competed with producers such as APC, PA Belaruskali, ICL, K+S Group, SQM and JSC Uralkali.

Nitrogen

Nitrogen, the most widely produced nutrient globally, is primarily a regional business. However, ammonia, the feedstock for all downstream nitrogen products, may be manufactured in countries with adequate natural gas supplies and can enable developing nations to monetize their natural gas resources. Several countries with large reserves and low production costs use little of their gas domestically, and can produce ammonia cheaply for the export market. Natural gas typically makes up 70-85% of the cash cost of producing a tonne of ammonia. Nitrogen solutions and ammonium sulfate are also exported.

Nitrogen is an input into industrial production of a wide range of products. Many manufacturers want consistent quality and just-in-time delivery to keep their plants running. A number of industrial consumers are connected to their suppliers by pipeline.

Our nitrogen production serves fertilizer, industrial and feed customers. Our US plants primarily supply industrial and feed customers, and Trinidad supplies both our fertilizer and industrial customers. Our US production has benefited recently from the low cost of natural gas. In Trinidad, our natural gas contracts are primarily indexed to Tampa, Florida ammonia prices. Within North America, sales are regionalized due to transportation costs. In the United States, we compete with other domestic producers, including CF Industries Holdings, Inc., CVR Partners, L.P., Koch Industries, Inc., LSB Industries, Inc., and OCI N.V. and with imported product from suppliers in the Middle East, North Africa, Trinidad, the former Soviet Union and China. In the offshore market, we compete with a wide range of offshore and domestic producers.

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Phosphate

Markets for phosphate fertilizer products are highly competitive. Our principal advantages at Aurora and White Springs are that we produce higher value, diversified products and that we operate integrated phosphate mine and phosphate processing complexes, while some of our North American competitors are required to ship phosphate rock by rail or truck greater distances from their mines to their mineral processing plants, thus incurring higher rock processing costs.

Our competitors for North American phosphate fertilizer sales are Mosaic, J.R. Simplot Company and offshore imports primarily from China, Morocco and Russia.

In offshore markets, we compete primarily with Morocco’s OCP S.A., as well as producers from Africa and the Middle East.

Within the animal feed supplement business in the phosphate segment, opportunities exist to differentiate products based on nutritional content. We have a significant presence in the domestic feed supplement market segments. We compete with Mosaic, J.R. Simplot Company and Chinese and Russian producers for feed sales.

Industrial products are the least commodity-like of the phosphate products as product quality is a more significant consideration for customer buying decisions. We market industrial phosphate products principally in the United States and we compete with ICL, Innophos Holdings, Inc. and Chinese producers for North American industrial sales.

e) SOURCES OF RAW MATERIALS

Potash

The production of potash requires a sustained fresh water supply for the milling process which is sourced from subsurface reservoirs located on the mining projects. These reservoirs provide a sustainable source of process water for the milling operations.

Nitrogen

Natural gas is the primary raw material used for the production of nearly all of our nitrogen products. In the United States, we may enter into natural gas hedging transactions with the goal of minimizing risk from volatile gas prices. In Trinidad, natural gas is purchased pursuant to a number of long-term contracts using pricing formulas related to the market price of ammonia. These contracts, which include minimum take or pay requirements, can provide the entire Trinidad ammonia complex with 95% of its expected requirements for 2018. The Company is in ongoing negotiations for the renewal of these natural gas contacts. With the exception of the Trinidad facility, we purchase most of our natural gas from producers or marketers at the point of delivery of the natural gas into the pipeline system, then pay the pipeline company and, where applicable, the local distribution company to transport the natural gas to our nitrogen facilities. Approximately 80% of our US consumption of natural gas by our nitrogen operations is delivered pursuant to firm transportation contracts, which do not permit the pipeline or local distribution company to interrupt service to, or divert natural gas from, the plant.

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Phosphate

Phosphate rock is the major input in our phosphorus processing operations, which is purchased from the Moroccan company OCP S.A. In addition to phosphate ore, the other principal raw materials we require are sulfur and ammonia. The production of phosphoric acid requires substantial quantities of sulfur, which we purchase from third parties. Any significant disruption in our sulfur supply to the phosphate facilities could adversely impact our financial results. We produce sulfuric acid at the Aurora and White Springs facilities and our Geismar facility purchases sulfuric acid from third parties. Our phosphate operations purchase all of their ammonia at market rates from or through our nitrogen and sales subsidiaries.

f) SEASONALITY

The agricultural products business is seasonal in nature. In particular, PotashCorp’s sales of fertilizer can be seasonal. Typically, fertilizer sales are highest in the second quarter of the year, due to the Northern Hemisphere’s spring planting season. However, planting conditions and the timing of customer purchases will vary each year, and fertilizer sales can be expected to shift from one quarter to another. Feed and industrial sales are more evenly distributed throughout the year. See “Risk Factors” below for a description of any risks related to seasonality.

g) ENVIRONMENTAL MATTERS

Our operations are subject to numerous environmental requirements under federal, provincial, state and local laws and regulations of Canada, the United States and Trinidad and Tobago. These laws and regulations govern matters such as air emissions, wastewater discharges, land use and reclamation, groundwater quality, and solid and hazardous waste management. Many of these laws, regulations and permit requirements are becoming increasingly stringent, and the cost of compliance with these requirements can be expected to increase over time.

Our operating expenses, other than costs associated with asset retirement obligations, relating to compliance with environmental laws and regulations governing ongoing operations for 2017 were $99 million (2016 — $95 million, 2015 — $111 million).

The Company routinely undertakes environmental capital projects. In 2017, capital expenditures of $81 million (2016 — $82 million, 2015 — $164 million) were incurred to meet pollution prevention and control emissions as well as other environmental objectives. Future capital expenditures are subject to a number of uncertainties, including changes to environmental regulations and interpretations, and enforcement initiatives. While we currently anticipate that our operating and capital expenditures related to environmental regulatory matters in 2018 will not differ materially from amounts expended in the past two years, at this time we are unable to estimate the capital expenditures we may make in subsequent years to meet pollution prevention and control objectives as well as other environmental requirements.

i) Environmental Requirements, Permits and Regulatory Approvals

Many of our operations and facilities are required to operate in compliance with a range of regulatory requirements, permits and approvals. We believe that we are currently in material compliance with existing regulatory programs, permits and approvals. Permits and approvals typically have to be renewed or reissued periodically. We may also become subject to new laws or regulations that impose new requirements or require us to obtain new or additional permits or approvals. However, there can be no assurance that such permits or approvals will be issued in the ordinary course. Further, the terms and conditions of future regulations, permits and approvals may be more stringent and may require increased expenditures on our part.

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Air Quality

With respect to air emissions, we anticipate that additional actions and expenditures may be required to meet increasingly stringent US federal and state regulatory and permit requirements, including existing and anticipated regulations under the federal Clean Air Act. The US Environmental Protection Agency (“USEPA”) has issued a number of regulations establishing requirements to reduce air pollutant emissions. We continue to monitor developments in these various programs and to assess their potential impact on our operations.

Water Quality

There are international, federal and state regulatory initiatives underway that may result in new regulatory restrictions on discharges of nutrients, including nitrogen and phosphorus, to waters in the United States (“Nutrient Criteria”). There are also ongoing litigation efforts in several jurisdictions of the United States that seek to require US environmental agencies to develop new Nutrient Criteria. These litigation and regulatory proceedings may result in new Nutrient Criteria that apply to water discharges from several of the Company’s facilities. Some of the proposed restrictions imposed through Nutrient Criteria also have the potential to require our customers to reduce or eliminate their uses of the Company’s products. These Nutrient Criteria could have a material effect on either the Company or its customers, but the impact is not currently predictable or quantifiable with reasonable certainty because many of these initiatives are in relatively early stages and compliance alternatives may be available that do not create material impacts. The Company is closely monitoring and evaluating the impact of these initiatives on its operations.

Climate Change

We have determined that we will pursue a greenhouse gas mitigation strategy. A source of greenhouse gases from our operations is process emissions from some of our nitric acid plants. In addition, the use of natural gas at our mines and as a feedstock in our ammonia production results in greenhouse gas emissions. The use of electricity and the transportation of materials associated with our operations are indirect sources of greenhouse gases.

We continue to monitor international and national efforts to address climate change. Increasing regulation of greenhouse gases could impact our operations by requiring changes to our production processes or increasing raw material, energy, production or transportation costs. The countries where we operate are parties to the Paris Agreement adopted in December 2015 pursuant to the United Nations Framework Convention on Climate Change. The impacts of these regulatory efforts on the Company’s operations cannot be determined with any certainty at this time.

In addition to the foregoing, the information under “Legal and Other Matters — General” in Note 30, “Contingencies and Other Matters” on page 118 of the Company’s 2017 Financial Statements is incorporated herein by reference.

ii) Asset Retirement Obligations

Provisions are recognized when: (1) the Company has a present legal or constructive obligation as a result of past events; (2) it is probable that an outflow of resources will be required to settle the obligation; and (3) the amount has been reliably estimated. We have recorded in the Company’s 2017 Financial Statements provisions for decommissioning obligations (also known as asset retirement obligations) primarily related to mining and mineral activities. The major categories of asset retirement obligations include reclamation and restoration costs at our potash and phosphate mining operations (most particularly phosphate mining), including the management of materials generated by mining and mineral

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processing, such as various mine tailings and gypsum; land reclamation and revegetation programs; decommissioning of underground and surface operating facilities; general clean-up activities aimed at returning the areas to an environmentally acceptable condition; and post-closure care and maintenance. See Note 18 of the Company’s 2017 Financial Statements for further discussion of the treatment of asset retirement obligations.

The estimation of asset retirement obligation costs depends on the development of environmentally acceptable closure and post-closure plans. In some cases, this may require significant research and development to identify preferred methods for such plans that are economically sound and that, in most cases, may not be implemented for several decades. We have continued to use appropriate technical resources, including outside consultants, to develop specific site closure and post-closure plans in accordance with the requirements of the various jurisdictions in which we operate. The asset retirement obligations are generally incurred over an extended period of time. At December 31, 2017, we had accrued a total of $702 million for asset retirement obligations. The current portion totaled $67 million.

In addition, the information contained in paragraphs five through seven of “Supporting Information” of Note 25, “Guarantees” to the Company’s 2017 Financial Statements is incorporated herein by reference.

iii) Site Assessment and Remediation

We are also subject to environmental statutes that address investigation and, where necessary, remediation of contaminated properties. The US Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), and other US federal and state laws impose liability on, among others, past and present owners and operators of properties or facilities at which hazardous substances have been released into the environment and persons who arrange for disposal of hazardous substances that are released into the environment. Liability under these laws may be imposed jointly and severally and without regard to fault or the legality of the original actions, although such liability may be divided or allocated according to various equitable and other factors. We have incurred and expect to continue to incur costs and liabilities because of our current and former operations, including those of divested and acquired businesses. We have generated and, with respect to our current operations, continue to generate substances that could result in liability for us under these laws.

We have accrued $21 million for costs associated with site assessment and remediation, including consulting fees, related to the clean-up of contaminated sites currently or formerly associated with the Company or its predecessors’ businesses. The current portion of these costs totaled $5 million. The accrued amounts include the Company’s or its subsidiaries’ expected final share of the costs for the site assessment and remediation matters to the extent the incurrence of the costs are likely and can be reasonably estimated.

In addition to the foregoing, the information in the first and second paragraphs under “Nitrogen and Phosphate”, including the bullets contained therein, and in “Legal and Other Matters” of Note 30, “Contingencies and Other Matters” to the Company’s 2017 Financial Statements is incorporated herein by reference.

It is often difficult to estimate and predict the potential costs and liabilities associated with these programs, and there is no guarantee that we will not in the future be identified as potentially responsible for additional costs under these programs, either as a result of changes in existing laws and regulations or as a result of the identification of additional matters or properties covered by these programs.

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iv) Facility and Product Security

Through our Safety, Health and Environment department, we regularly evaluate and address actual and potential security issues and requirements associated with our operations in the United States and elsewhere using approved security vulnerability methodologies. Additional actions and expenditures may be required in the future. In the United States, chemical facilities are regulated under the Maritime Transportation Security Act, the Chemical Facility Anti-Terrorism Standards, and the Food Safety Modernization Act (Mitigation Strategies to Protect Food Against Adulteration). It is anticipated that Congress will continue to consider federal legislation designed to reduce the risk of any future terrorist acts at industrial facilities. We believe that we are in material compliance with applicable security requirements, and we also have developed and adopted security measures and enhancements beyond those presently required at both our regulated and non-regulated facilities. To date, neither the security regulations nor our expenditures on security matters have had a material adverse effect on our financial position or results of operations. We are unable to predict the potential future costs to us of any new governmental programs or voluntary initiatives.

h) EMPLOYEES

At December 31, 2017, we employed 5,104 people, of whom 2,002 were salaried and 3,102 were hourly paid. Of these 5,104 employees, our potash operations employed 2,241 people, our nitrogen operations 856 and our phosphate operations 1,559. Our sales and transportation and distribution functions were handled by 100 employees in Northbrook, Illinois and various other locations in the United States and by 15 employees in Saskatoon, Saskatchewan. Excluding sales personnel, the Saskatoon and Northbrook offices together had a corporate staff of 333.

We have entered into eight collective bargaining agreements with labor organizations representing employees. The following table sets forth the plant locations where we have entered into collective bargaining agreements and their respective expiry dates.

Plant Location	Collective Bargaining Agreement Expiry Date
Allan, Saskatchewan	April 30, 2019
Cory, Saskatchewan	April 30, 2019
Patience Lake, Saskatchewan	April 30, 2019
Lanigan, Saskatchewan	January 31, 2018
Rocanville, Saskatchewan	May 31, 2018
Cincinnati, Ohio	November 1, 2019
Lima, Ohio	October 31, 2022
White Springs, Florida	December 10, 2018

We believe we have an effective working relationship with our employees and the unions representing them.

i) FOREIGN OPERATIONS AND CONTRACTS

Potash we produce in Canada for sale outside Canada and the United States is sold exclusively to Canpotex. Effective January 1, 2018 (i.e., following the completion of the Merger), Canpotex is owned in equal shares by us and another Canadian potash producer. Canpotex, which was incorporated in 1970 and commenced operations in 1972, acts as an export company providing integrated sales, marketing and distribution for all Canadian potash produced by its shareholders/producers that is exported to destinations outside the United States and Canada. Each shareholder of Canpotex has an equal voting interest as a shareholder and a right to equal representation on the Canpotex board of directors. The

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shareholders/producers of Canpotex have committed to use Canpotex as their exclusive offshore export outlet for potash produced in Canada that is exported to destinations outside the United States and Canada; however, prior to January 2016, production from our New Brunswick mine was not subject to this requirement and was instead marketed internationally by us outside of Canpotex. In January 2016, we elected for New Brunswick production to also be subject to this exclusivity requirement and announced the suspension of our Picadilly New Brunswick potash operations. Since that time, we have not sold any potash we produce in Canada outside of Canada and the United States independently of Canpotex.

In general, Canpotex sales are allocated among Canpotex producers based on production capacity. In 2017, PotashCorp supplied approximately 53.26% of Canpotex’s requirements. Canpotex generally sells potash to private and public firms and government agencies pursuant to contracts at negotiated prices or by spot sales.

Ammonia and urea predominate our offshore sales of nitrogen and originate primarily from Trinidad, with other sales coming from purchased product locations. For 2017, our offshore sales of nitrogen products represented 23% of our total nitrogen sales.

The Company executes offshore marketing and sales for its solid phosphate fertilizer through PCS Sales (USA), Inc. For 2017, the offshore sales of phosphate products represented 19% of our total phosphate sales.

Offshore sales are subject to those risks customarily encountered in foreign operations, including (i) laws, policies and actions affecting foreign trade; (ii) other economic, political and regulatory policies of foreign governments; (iii) changes in foreign currency and exchange controls; and (iv) fluctuations in foreign currency exchange rates.

j) SOCIAL OR ENVIRONMENTAL POLICIES

In 2016, PotashCorp adopted a formal board diversity policy relating to, among other things, the identification and nomination of women directors (the “PotashCorp Board Diversity Policy”). The aim of the PotashCorp Board Diversity Policy was to foster PotashCorp’s growth and development with respect to diversity among its members. This included, but is not limited to, diversity of personal characteristics such as gender, geographic origin and ethnicity in addition to relevant and diverse professional experiences, skills and knowledge. Under the PotashCorp Board Diversity Policy, the PotashCorp Board committed to strive to ensure a minimum of 30% of the PotashCorp Board was comprised of women. Under the PotashCorp Board Diversity Policy, the PotashCorp Board ensured that qualified candidates considered for open PotashCorp Board positions included a minimum of 50% female candidates. In connection with the completion of the Merger, the PotashCorp Board was reconstituted to mirror the Nutrien Board. Nutrien, in connection with the completion of the Merger, adopted a formal board diversity policy with similar aims to the PotashCorp Board Diversity, which Nutrien policy has superseded the PotashCorp Board Diversity Policy.

We also recognize that having a diverse workforce enhances our organizational strength and better reflects our stakeholders. Historically, the Company has adopted a company-wide diversity and inclusion policy, an important component of which is to increase the representation of women and Aboriginals in the Company. While we did not historically adopt specific targets for the representation of women in our executive officer positions, we recognize that the management group offers a strong cohort for aspiring leaders and acts as a catalyst for advancing leaders at all levels. Increasing the representation of women in this group is a key focus around which the Company aligns its people development initiatives. Nutrien, in connection with the completion of the Merger, has adopted company-wide policies addressing diversity and inclusion matters, which policies have superseded the historical policies of PotashCorp.

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The Company’s diversity and inclusion policy was historically supported with strategic community investments. These investments helped us to identify increased opportunities to support programs, services, education, training, research, and advocacy measures which enhance the representation of women in leadership and in non-traditional roles in our industry, including STEM opportunities for girls and women. Along with these investments, the alignment of the Company’s procurement processes to identify and include women-owned businesses also increases overall opportunities for the inclusion of women in our industry.

5.2 RISK FACTORS

Our performance and our future operations are and may be affected by a wide range of risks. Any or all of these risks, or other risks not presently known to us or that we do not deem material, could have a material adverse effect on our business, financial condition, results of operations and cash flows and on the market price of our common shares. We use our integrated risk management framework to identify risks across all segments of the Company, evaluate those risks, and implement strategies designed to mitigate those risks.

In addition, see “Risks Related to the Operations of New Parent Following the Arrangement” in the joint information circular of PotashCorp and Agrium concerning the Merger filed on SEDAR.

Our estimates of future demand for our products, and in particular potash, our primary nutrient, may prove to be overstated.

We estimate the future level of demand for our products and attempt to meet this anticipated demand by adjusting our operational capability at certain facilities. Our customers’ decisions regarding the purchase of our products are affected by variable market, governmental, seasonal, foreign currency, other economic, weather and other conditions, most of which are outside of our control and can be difficult to accurately predict. For example, farmers’ decisions about the number of acres planted, the mix of crops planted and application rates for crop nutrients vary from year to year depending on a number of factors including, among others, crop prices, the level of grain inventory, governmental actions (including farm and biofuel policies), input costs, weather-related shifts in planting schedules and the level of the crop nutrients remaining in the soil following the previous harvest. Therefore, the timing of customer purchases will vary each year, and fertilizer sales can shift between periods.

If demand does not meet our estimates, our facilities may be underutilized. To the extent that we underutilize capacity, operating efficiencies may decline, which may require operations or workforce changes. This may result in the return on our investment being lower than expected and may negatively impact our financial performance.

Competitors’ increase in fertilizer supply may outpace growth in world demand.

Some fertilizer products are characterized by minimal product differentiation within product categories and customers make their purchasing decisions principally on the basis of delivered price and to a lesser extent on customer service and product quality.

Consequently, the market for fertilizer products is subject to competitive pricing pressures and is volatile. This volatility varies by product within the fertilizer industry. Our competitors have undertaken, and may undertake in the future, expansion or greenfield projects to increase fertilizer production capability and may increase supply in response to market conditions or otherwise.

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If increases in supply outpace growth in world demand this may lead to saturation in the market, a reduction in prices and declining capacity utilization rates, negatively affecting our financial performance.

Canpotex may be dissolved or its ability to operate impaired.

We rely on Canpotex, an offshore marketing, transportation and distribution company, to deliver our potash to customers outside North America. Unexpected changes in laws or regulations, market or economic conditions, our (or our venture partner’s) business, or otherwise could threaten the existence or effectiveness of Canpotex. A trusted potash brand could be lost and our access to key offshore markets negatively impacted resulting in a less efficient logistics system, decreased sales, higher costs or lower net earnings from offshore sales.

We may be subject to catastrophic events or malicious acts (including terrorism) involving our products, facilities or transportation, storage and distribution network.

Like other companies with major mining and industrial facilities, in addition to cyber security risks, our operations may be impacted by catastrophic events (such as uncontrolled mine inflow, severe weather or extreme product transportation/storage mishaps) or be targets of terrorist activities (or other intentional acts of destruction). As a result, our facilities, or those of third parties on which we rely, could be damaged or destroyed, or employees, contractors and the public could suffer serious physical injury. Such events could also affect our sales or production and disrupt our supply chain, which may adversely impact our financial results or reputation.

Certain complications may arise in our mining process, including water inflows in our potash mines.

The mining process is a complex process subject to certain geological conditions and hazards, including industrial and environmental hazards. For example, the presence of water-bearing strata above and below many underground mines poses the risk of water inflows. It is not uncommon for water inflows of varying degrees to occur in potash mines; however, it is difficult to predict if, when, or to what degree, such inflows could occur. At our Saskatchewan potash mines we have minor water inflows that we actively monitor and manage, as appropriate. Significant inflows at our potash mines could result in increased operational costs, increased risk of personal injury, production delays or stoppages, or the abandonment and closure of a mine. The risk of underground water inflows, as with most other underground risks, is currently not insured. Any of these risks and hazards relating to our mining process could negatively affect our safety, our reputation or our financial performance.

We may fail to maintain high levels of safety and health or prevent / appropriately respond to a major security incident.

Safety is a core value for us. The mining and industrial activities we engage in are inherently hazardous and we have personnel working or travelling in countries facing escalating tensions. Failure to prevent or appropriately respond to a safety, health or security incident could result in one or more incidents leading to injuries or fatalities among our employees, contractors and communities near our operations. Such incidents may lead to liabilities arising out of personal injuries or death, operational interruptions and shutdown or abandonment of affected facilities. Accidents could cause us to expend significant managerial time and efforts, and financial resources to remediate safety issues or to repair damaged facilities and may also adversely impact our reputation.

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We may fail to protect the environment.

Environmental incidents, including uncontrolled tailings, gypsum stack or other containment breaches, significant subsidence from mining activities and significant release of hazardous and other regulated materials, may occur. Failure to prevent a significant environmental incident can be harmful to our employees, contractors, and communities in which we operate and impact the biodiversity, water resources and related ecosystems near our operations. Such incidents could also adversely impact our operations, financial performance or reputation.

We may incur costs related to new or revised environmental laws and regulations.

Our operations are subject to environmental laws and regulations. We incur significant costs and associated liabilities in connection with these laws and regulations. These laws and regulations govern matters such as air emissions, wastewater discharges, land use and reclamation and solid and hazardous waste management. Many of the laws and regulations are becoming increasingly stringent, and the cost of compliance with these requirements can be expected to increase over time. New or revised laws or regulations may result from pressure on law makers and regulators to address climate change, transition to a low-carbon economy or impose more restrictive conditions on inbound and outbound hazardous material shipments of raw material inputs and end products. Increased regulation could impact our ability to produce certain products, increase our raw material, energy, transportation, and compliance costs and have a negative effect on our customer satisfaction, reputation and financial performance.

We may not be granted, or may fail to maintain, the relevant permits for our operations.

Many of our existing operations are dependent upon having numerous required permits and approvals, or a determination that we have not violated a law or permit as a result of government inspection of our facilities, from relevant governmental authorities. In addition, expansion or modification of our operations may be predicated upon securing necessary environmental or other permits or approvals. Denial or delay by a government agency in issuing any of our permits and approvals or imposition of restrictive conditions on us with respect to these permits and approvals could have an adverse effect on our ability to continue or expand operations thereby affecting our financial performance or our reputation.

For additional information regarding environmental laws and regulations that impact our operations, see the information contained under the heading “Environmental Matters” above.

Our international operations and investments may be affected by political and regulatory regimes.

We have significant operations and investments in countries outside of Canada and the United States. We have a nitrogen production facility in Trinidad. In addition, we have significant investments in entities located in Chile, Jordan and China. In connection with the Merger, we have committed to divest our minority shareholdings in SQM (Chile) and APC (Jordan) within 18 months of November 2, 2017.

Various factors may impact these operations including difficulties and costs associated with political and economic conditions, cultures and laws, regulations, foreign trade and fiscal policies; currency exchange rate fluctuations; armed conflict; terrorist activity; and unexpected changes in regulatory requirements, social, and labor conditions. Such factors may lead to restrictions on monetary distributions, selective discrimination, forced divestures or changes to or nullification of existing agreements, mining permits or leases.

Instability in political or regulatory regimes could cause volatility and impact our earnings growth or our reputation.

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Non-operated investments may be affected by decisions of third parties.

We hold a minority ownership interest in certain companies, and participate in various joint ventures. The operations and results of these investments are significant to us, and their operations can affect our earnings. Because we do not control these companies and our joint venture partners share a measure of control we cannot ensure that these entities will operate efficiently, pay dividends or manage their businesses in our best interests. As a result, these companies may contribute less than anticipated to our earnings and cash flow negatively impacting our operations or they could take actions that harm our reputation.

Our opportunities to strategically reinvest available capital may be limited.

We regularly evaluate all strategic opportunities. We may seek to grow through acquisitions of assets or entities, or interests in other entities. We may also consider other growth opportunities such as strategic alliances, evaluation of new products and technologies, or expansion into new markets that complement and extend our portfolio of businesses and capabilities and generate returns that exceed our cost of capital on a risk-adjusted basis.

Various factors may limit our investment opportunities including geopolitical, market or other reasons. Such restrictions could negatively affect our growth.

We may be unable to achieve expected benefits of our growth initiatives.

When we undertake any strategic initiatives, including the Merger recently completed, our ability to achieve the expected returns and other benefits will be affected by our degree of preparedness and ability to execute. With respect to acquisitions, we are dependent upon our ability to successfully consolidate functions and integrate operations, technology, procedures and personnel in a timely and efficient manner. The integration of acquired assets and operations requires the dedication of management effort, time and resources, which may divert management’s focus and resources from other strategic opportunities or operational matters during the process. The integration process may result in the disruption of our existing business and customer relationships that may adversely affect our ability to achieve the anticipated benefits, and may negatively affect our financial performance.

We also continue to evaluate the potential disposition of assets and operations that may no longer help us meet our objectives. When we decide to sell assets or operations, we may encounter difficulty in finding buyers or executing alternative exit strategies on acceptable terms in a timely manner, which could delay the accomplishment of our strategic objectives.

We may fail to gain the support of our stakeholders for our business plans.

Underperformance due to weak market fundamentals or business issues, inadequate communication, engagement and/or collaboration with our stakeholders or dissatisfaction with our practices or strategic direction may lead to a lack of support for our business plans. Loss of stakeholder confidence may impair our ability to execute on our business plans and attract capital, and may also lead to reputational and financial losses, or shareholder action.

In Trinidad, supply of natural gas, a key raw material for the manufacture of our nitrogen products, may continue to be curtailed.

Due to decreased investment by the energy industry in exploration, development and major maintenance activities we continue to experience curtailments in our natural gas supply. While changes in government policy in Trinidad are intended to support natural gas exploration and development, we continue to

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expect curtailments of natural gas supply for the coming years. Furthermore, all our gas supply contracts expire at the end of 2018 such that future supply will be based on new agreements regarding volume and price. Prolonged interruption of our supply could result in loss of nitrogen production, adversely affecting our financial performance or reputation. Failure to secure a long-term gas supply on a cost-effective basis could adversely affect our Trinidad operations.

Our information and operations technology systems are subject to cyber security risks.

Targeted attacks on our systems (or on systems of third parties that we rely on), failure or non-availability of a key information or operations technology system or a breach in security measures designed to protect our technology systems could result in property damage, theft, misuse, modification and destruction of information, including trade secrets and confidential business information, and cause business disruptions, reputational damage, extensive personal injury and third-party claims, which could negatively impact our operations and our financial performance.

We may not be able to recover all or a portion of our investment in assets.

Our long-lived and intangible assets are assessed at the end of each reporting period for impairment indicators and when such indicators exist, impairment testing is performed to determine the recoverable value of assets. Changes in market conditions or industry structures, commodity prices, tax rates, technical operating difficulties, inability to recover our mineral reserves or increased operating cost levels relative to lower cost facilities could represent impairment indicators that trigger impairment testing. Significant assumptions in the determination of recoverable value include, but are not limited to: commodity prices, sales volumes, operating and capital expenditures, discount rates, inflation and growth rates, and reserves. We cannot predict if an event that triggers impairment will occur, when it will occur or how it will affect reported asset amounts. Impairment charges could be significant and could materially adversely affect our financial performance in the periods in which they are recorded.

In 2017, we recorded an impairment of $305 million in the phosphate segment.

Antitrust laws or trade agreements and regulations to which we are subject may change.

We are subject to antitrust laws in various countries throughout the world. A significant portion of our business activities are conducted in countries under existing trade agreements and regulations. Changes in these laws, agreements or regulations, or their interpretation, administration or enforcement may occur over time. Additionally, increases in crop nutrient prices can increase the scrutiny to which we are subject under antitrust laws. Changes in antitrust laws or trade agreements and regulations globally, or the interpretation, administration or enforcement thereof, may limit our future acquisitions or operations, including the operations of Canpotex, as well as affect our financial performance.

Inability to successfully innovate or innovation by others may adversely affect our business.

Our inability to identify and/or appropriately act on opportunities for innovation, flaws in our model of innovation or innovation by others such as development of full or partial substitutes for our products, seeds that require less crop nutrients, or modifications to the application of crop nutrients could result in a loss in our competitive position, a loss in potential revenue streams, financial losses from unsuccessful innovation and inability to meet growth expectations.

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We may allocate our capital in an inefficient manner or be unable to access capital on a cost-effective or timely basis.

Challenges arise in the capital allocation process due to changing market conditions and our ability to anticipate and incorporate such changes in our decision support. Inefficiencies in the capital allocation process or decisions that are not consistent with strategic priorities or that do not properly assess risk may also lead to inefficient deployment of capital. Access to and cost of capital may be affected by general and industry-specific market and economic conditions impacting our ability to generate cash flows, adverse conditions in the credit markets or restrictions on our ability to repatriate cash offshore. Failure to allocate capital in an efficient manner may lead to reduced returns on capital invested, operational inefficiencies, damage to our reputation and access to capital becoming more limited. Inability to access capital on a cost-effective basis may result in a loss of liquidity, increase in the cost of capital or inability to execute on value-added transactions requiring significant capital.

We may be unable to provide sufficient, cost-effective and timely transportation of our products.

Transportation is a significant element of the sale of our products to customers. Accessing sufficient, cost effective, timely and dependable transportation and port storage and other distribution facilities is important in allowing us and any export, sales and marketing companies, to supply customers near our operating facilities and around the world. Our (or the third parties upon which we rely) ability to provide sufficient, cost-effective and timely transportation and storage of product may be challenged due to labor disputes, system failures, accidents or delays, adverse weather or other environmental events, adverse operating conditions (including aging transportation infrastructure, railroad capacity constraints, changes to rail or ocean freight systems), swings in demand for our products, increased shipping demand for other products, adverse economic conditions, a change in our export, sales or marketing company relationships, or otherwise. This could result in delays and increased costs, lost revenue and reputation damage with our customers.

Our advantaged cost position may be impaired.

As we take steps to further improve our cost position, various factors such as labor costs, lack of technological improvements, operational inefficiencies, currency fluctuations, tax and regulatory costs, and water inflow control and other environmental costs may impact our ability to maintain our low-cost position and adversely affect our financial performance.

We may experience increases in the price of or be unable to source required raw materials (such as natural gas and sulfur).

Natural gas and sulfur are key raw materials for the manufacture of our products and represent a substantial part of our production and energy costs. Natural gas is utilized as both a chemical feedstock and a fuel to produce anhydrous ammonia, a key input in the production of our upgraded nitrogen products and in the production of our concentrated phosphate products. Natural gas is also a significant energy source used in the potash mining and milling process.

The cost of our raw materials may not correlate with changes in the prices we receive for our products, either in the direction of the price change or in absolute magnitude. The price of our raw materials can fluctuate widely for a variety of reasons, including changes in availability because of additional capacity or limited availability due to curtailments or other operating problems. Other external factors beyond our control can also cause volatility in raw materials prices, including, without limitation, general economic conditions, the level of business activity in the industries that use our products, competitors’ actions, international events and circumstances and governmental regulation in the United States and abroad. Relying on sole-sourced or non-diversified supply for specialized material may impact availability of such raw materials.

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There can be no assurance that we will be able to pass through increased costs of raw materials to our customers through the end products. A significant increase in the price of natural gas or sulfur that is not recovered through an increase in the price of our products could negatively impact our financial performance. Unavailability of raw materials could result in a loss of production or changes to our nutrient footprint.

We may be unable to attract, develop, engage and retain skilled employees.

Sustaining and growing our business depends on the recruitment, development, engagement and retention of qualified and motivated employees. Although we strive to be an employer of choice in our industry, competition for skilled employees in certain geographical areas in which we operate can be significant and we may not be successful in attracting, developing or retaining such skilled employees. In addition, we invest significant time and expense in training our employees, which increases their value to competitors who may seek to recruit them. In response to market conditions, we have made operating and workforce changes in recent periods. These changes may impact existing employees’ engagement and retention and our ability to attract qualified and motivated employees in the future.

The inability to attract, develop, engage or retain quality employees could result in decreased productivity, reliability, efficiency and safety performance, higher costs and reputational harm. It could also negatively impact our ability to take on new projects and sustain operations, which might negatively affect our operations or our ability to grow.

Strikes or other forms of work interruption could disrupt our business.

A significant portion of our workforce is unionized or otherwise governed by collective bargaining or similar agreements. We are therefore subject to the possibility of organized labor disruptions. Adverse labor relations or contract negotiations that do not result in an agreement could result in strikes, slowdowns or impose additional costs to resolve these disputes. These disruptions may negatively impact our ability to produce or sell our products. These disruptions may also impact our ability to recruit and retain personnel and could negatively affect our performance.

We may be unable to successfully execute our internal projects.

We have undertaken and continue to undertake various projects including capital and business process improvement/transformation projects. These projects involve risks, including (but not limited to) difficult environmental conditions, poor project prioritization and capital allocation, factors negatively impacting costs (such as escalating costs of labor and materials, unavailability and underperformance of skilled personnel, suppliers of materials or technology and other third parties we retain, design flaws or operational issues, poor project management oversight) or poor transition through project stages. Any of the foregoing risks could impair our ability to realize the benefits we had anticipated from the projects and negatively impact our financial performance.

We are subject to legal proceedings, the outcome of which may affect our business.

We are, and may in the future be, involved in legal and regulatory proceedings. These proceedings include matters arising from our activities or activities of predecessor companies. The outcome of these proceedings may have a negative impact on our financial performance or reputation.

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Violations of our governance and compliance policies may occur.

We operate in a global environment that encompasses multiple jurisdictions and complex regulatory frameworks. Our governance and compliance processes, which include the review of internal controls over financial reporting and specific internal controls in relation to offers of things of value to government officials and representatives of state-owned enterprises, may not prevent potential violations of law, accounting or governance practice. The core values applicable to us, together with mandatory policies applicable to us, such as anti-corruption and anti-fraud policies, may not prevent instances of fraudulent behavior and dishonesty nor guarantee compliance with legal or regulatory requirements. This may lead to regulatory fines, disgorgement of profits, litigation, loss of operating licenses or reputational damage.

We may not be able to respond in a timely manner to unexpected surges in potash demand.

While we strive to maintain optionality with our operating capabilities, it may take time to restart or expand our operating capability in order to respond when demand surges in an unanticipated manner. Our inability to respond could adversely affect our financial performance or reputation.

Insurance may not adequately cover all losses.

We maintain property, business interruption, casualty and liability insurance policies, but we are not fully insured against all potential hazards and risks incident to our business. If we were to incur significant liability for which we are not fully insured, it could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Future climate change could adversely affect us.

The prospective impact of potential climate change on our operations and those of our customers and farmers remains uncertain. Some scientists have suggested that the impacts of climate change could include changes in rainfall patterns, water shortages, changing sea levels, changing storm patterns and intensities, and changing temperature levels and that these changes could be severe. These impacts could vary by geographic location. At the present time, we cannot predict the prospective impact of potential climate change on our results of operations, liquidity or capital resources, or whether any such effects could have a negative impact on our financial performance.

5.3 MINERAL PROJECTS

a) Allan Potash Operations

Certain scientific and technical information regarding our Allan potash operations is based on the technical report titled “National Instrument 43-101 Technical Report on Allan Potash Deposit (KL 112R A), Saskatchewan, Canada” dated effective December 31, 2017 (the “Allan Technical Report”) prepared by Craig Funk, P. Eng., P.Geo., who is a “qualified person” as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). The Allan Technical Report has been filed with the securities regulatory authorities in each of the provinces of Canada and furnished to the SEC. Portions of the following information are based on assumptions, qualifications and procedures that are not fully described herein. References should be made to the full text of the Allan Technical Report.

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i) Project Description, Location and Access

General

The Allan mine is located in central Saskatchewan, approximately 45 kilometers east of the city of Saskatoon, Saskatchewan. More precisely, the Allan Shaft #2 collar is located at:

• Latitude: 51 degrees 55 minutes 55.56 seconds North

• Longitude: 106 degrees 04 minutes 18.84 seconds West

• Elevation: 524.26 metres above mean sea level (SL)

• Northing: 5,754,028.978 m

• Easting: 426,303.225 m

• Projection: UTM

• Datum: NAD83

• Zone: 13

The Legal Description (Saskatchewan Township / Range) of the Allan surface plant is Section 22 Township 34 Range 01 West of 3rd Meridian.

The Company owns approximately 3,212 hectares (7,938 acres) of surface rights required for current Allan mine operations, including all areas covered by the existing surface plant and Tailings Management Area (“TMA”), and all surface lands required for anticipated future Allan mine and expanded milling operations.

The Allan mine surface facilities are accessed by an existing paved road that is part of the Saskatchewan Provincial Highway System. All potash product is shipped by rail over existing track.

The Allan mine is served by a number of villages within 50 kilometres of the mine site. The nearest city is Saskatoon (45 km distant).

Mineral Rights

Mineral rights at Allan are mined pursuant to mining leases with the Province of Saskatchewan, Canada (the “Crown”), and with non-Crown (“Freehold”) mineral rights owners. Crown mineral rights are governed by The Subsurface Mineral Tenure Regulations, 2015 (Saskatchewan), and Crown leases are approved and issued by Saskatchewan’s Ministry of the Economy. The original Allan Crown Subsurface Mineral Lease, numbered KL 112, was signed and executed in September 1962. In the following years, minor amendments were made to the lease, resulting in Crown Subsurface Mineral Lease KL 112R. In October 2017, a large area of land totaling 20,784 hectares (51,359 acres) was added to the lease resulting in Crown Subsurface Mineral Lease KL 112R A (the “Allan Crown Lease”).

The Allan Crown Lease covers an area of approximately 75,112 hectares (185,605 acres). At Allan, the Company has leased potash mineral rights for 45,484 hectares (112,393 acres) of Crown land and owns or has leased approximately 17,932 hectares (44,311 acres) of Freehold land within the lease boundary. The Allan Crown Lease term is for a period of 21 years from September 2004, with renewals (at the Company’s option) for 21 year periods. Freehold lands also remain under lease providing, generally, that production is continuing and that there is a continuation of the Allan Crown Lease.

Within the Allan Crown Lease area, 19,183 hectares (47,403 acres) are mined pursuant to unitization agreements with mineral rights holders (Crown and Freehold) within two unitized areas. Allan Unit Area #1 includes 9,888 hectares (24,343 acres), while Allan Unit Area #2 includes 9,295 hectares (22,969 acres).

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When underground workings of a potash mine are designed, there are inevitably regions that are mined with higher mining extraction (e.g., production panels) and other regions where mining extraction is lower (e.g., conveyor-belt development rooms). To treat mineral rights holders in both low extraction and high extraction areas fairly, and to promote good mining practices, a unitization agreement is the preferred method for determining royalty payouts. Under a unitization agreement, each mineral rights holder is paid a royalty based on their proportional share of the entire unit area regardless of whether or not their lands are actually mined. For example, if one mineral rights holder owns rights to 4,000 hectares within a 40,000 hectare unit area, they would be paid 10% of the total monthly royalty payout from that unit area.

ii) History

Ten potash mines were brought into production in Saskatchewan in the period 1962 through 1970. With nearly 50 years of production history, most potash mines have contracted or expanded production in response to the demand for potash. No new mines had been commissioned until 2017, when a solution mine and production facility near Moose Jaw, Saskatchewan began production. At present, eight of the eleven operating mines are conventional underground mines, and three operate using solution mining methods.

Exploration drilling for potash in the Allan area was carried out in the 1950s and 1960s. The Allan mine was built by a consortium of companies (U. S. Borax, Homestake Potash Company, and Swift Canadian Company) in the 1960s. Potash production began at Allan in April 1968 and the mine has run on a continuous basis since then (other than short-term shutdowns taken for inventory management purposes or occasional plant maintenance and construction work).

PotashCorp acquired a 60% ownership of the Allan mine in 1978 (through purchase of the U. S. Borax and Swift Canadian interests), and became the operator of the mine in 1981. In 1990, PotashCorp purchased the remaining 40% interest.

Both flotation and crystallization methods are used at Allan to produce granular, standard and suspension-grade potash products. Debottlenecking and compaction expansion projects were completed at Allan during two phases of construction in 2005 and 2007. A major refurbishment and expansion of the Allan mine was completed in 2013, increasing nameplate capacity to 4.0 million tonnes of finished potash products per year.

iii) Geological Setting, Mineralization and Deposit Types

Geological Setting and Mineralization

Much of southern Saskatchewan is underlain by the Prairie Evaporite Formation, a layered sequence of salts and anhydrite which contains one of the world’s largest deposits of potash. The potash extracted from the predominantly sylvinite ore has its main use as a fertilizer.

The 100 m – 200 m thick Prairie Evaporite Formation is overlain by approximately 500 m of Devonian carbonates, followed by 100 m of Cretaceous sandstone, and 400 m of Cretaceous shales and Pleistocene glacial tills to surface; it is underlain by Devonian carbonates. The Phanerozoic stratigraphy of Saskatchewan is remarkable in that units are flat-lying and relatively undisturbed over very large areas.

Potash mineralization in this region of Saskatchewan is predominantly sylvinite, which is comprised mainly of the minerals sylvite (KCl) and halite or rock salt (NaCl), with trace carnallite (KMgCl₃ · 6H₂O) and minor water insolubles. Potash fertilizer is concentrated, nearly pure KCl (i.e., greater than 95% pure KCl), but ore grade is traditionally reported on a % K₂O equivalent basis. The “% K₂O equivalent” gives a standard measurement of the nutrient value of different potassium-bearing rocks and minerals. To convert from % K₂O equivalent tonnes to actual KCl tonnes, multiply by 1.58.

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Over the past three years (2015, 2016, 2017), the average, measured potash ore grade of the mill feed at Allan was 25.1% K₂O equivalent. The average ore grade reported from 18 historic surface drillhole intersections, all within the Allan Crown Lease, is 26.65% K₂O equivalent. The average ore grade observed from 6,738 in-mine samples taken over 49 years of mining (to the end of December 2017) is 24.8% K₂O equivalent.

Deposit Type

There are three mineable potash members within the Prairie Evaporite Formation of Saskatchewan. Stratigraphically highest to lowest, these members are: Patience Lake, Belle Plaine, and Esterhazy.

The Allan potash deposit lies within the Patience Lake Member of Prairie Evaporite Formation. There are two potash seams named A Zone and B Zone within this Member; at present, only the A Zone is being mined at Allan. Some test mining has been carried out in the B Zone, but no mining is done in this layer at present. Neither the Esterhazy nor the White Bear Potash Members are present in the Allan area. The Belle Plaine Potash Member is not well-developed, and therefore is not mined.

Allan potash mineralization occurs at about 1000 metres depth below surface. The A Zone is approximately 3.35 metres thick and occurs near the top of the Prairie Evaporite Formation salts. Salt cover from the ore zone to overlying units is approximately 14 m. The Allan mine operates as a conventional, underground potash mine.

iv) Exploration

Before the Allan mine was established in 1968, all exploration consisted of drilling from surface and analysis of core from these drillholes. Since mining began in 1968, there has been just one exploration drillhole; this drillhole was completed in 1969.

In most of southern Saskatchewan, potash mineralization is in place wherever Prairie Evaporite Formation salts exist, are flat-lying, and are undisturbed. Since the surface seismic exploration method is an excellent tool for mapping the top and bottom of Prairie Evaporite salts, this has become the main potash exploration tool in any existing Saskatchewan subsurface (potash) mineral lease. Historically, 2D seismic, and now the more accurate 3D seismic methods are used to map continuity and extent of potash beds in flat-lying potash deposits. Seismic data are relied upon to identify collapse structures that must be avoided in the process of mine development since these structures can act as conduits for water. As a result, isolation pillars or mining buffer zones are left around these anomalous features. This practice reduces the overall mining extraction ratio, but the risk of inflow to mine workings is effectively mitigated. A total of 248 linear kilometres of 2D seismic lines have been acquired at Allan. Between 1988 and 2015, 3D seismic has been acquired over an area covering 363 square kilometres. The most recent seismic survey was conducted in 2015 and accounted for 49.5 square kilometres of the total square kilometres stated above.

Surface seismic data are generally collected three to five years in advance of mining. Any area recognized as seismically unusual is identified early, and mine plans are adjusted to avoid these regions.

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v) Drilling

For the original Allan potash test holes drilled in the 1950s and 1960s, the primary objective of this drilling was to sample the potash horizons to establish basic mining parameters. Seismic surveys (2D) were done sparingly in those days, so the drillhole information was relied upon heavily to evaluate potash deposits. Test holes would penetrate the evaporite section with a hydrocarbon based drilling mud (oil-based or diesel fuel) to protect the potash mineralization from dissolution. Basic geophysical well-logs were acquired, and in many cases, drill stem tests were run on the Dawson Bay Formation to help assess mine inflow potential. Core samples from the targeted potash intersections were split or quartered (cut with a masonry saw) crushed and analysed to establish potash grades.

Relatively thin interbeds or seams, referred to as clay seams in the potash industry, are an ever-present component of the A Zone and B Zone at Allan. These seams, along with the clay or clay-like material disseminated throughout the rock, make up the water insoluble portion of the mineralized horizons. The same sequences of clay seams can be correlated for many kilometres across the central Saskatchewan potash mining district.

At Allan, a particular sequence of three clay seams marks the top of the A Zone. These seams are used to guide the vertical positioning of the mining machine. The uppermost portion of the sequence of three seams is maintained at the top of the mining cut to keep the cutting “on grade”. Cutting too high above this upper seam or top marker results in dilution, as halite (rather than sylvinite) immediately overlies the production zone. In practice though, the top marker seam is slightly overcut (between 10 cm to 20 cm) to prevent an unstable condition from being created. Clay seams are often planes of weakness, and if they are undercut, material immediately below the clay seam becomes a hazard as it may separate and fall. Since the hazard must be remediated prior to proceeding, thus slowing production, the moderately diluted mineral grade that results from the overcutting is preferable from a safety point of view.

It is difficult to determine at which mining height certain mineral resources and reserves will be cut in the future, so the more conservative mining height of 3.35 m (11 feet) was applied to mineral resource and reserve calculations.

The original exploration area was explored with a number of test holes spaced at intervals of 1.6 km to 6.4 km (1 - 4 miles). Assays from most of these original test holes were studied by independent consultant David S. Robertson and Associates (1978) and are found in Table A below. An additional six historical test holes were studied by Nutrien staff in 2018; these drillhole assays are also listed in Table A below. In each case, the best 3.35 m (11 feet) mining interval intersected in each drillhole was determined from the assay values, using clay marker seams as a guide.

Note that one of the above-mentioned test holes was omitted from the assay calculation due to a section of missing core in the ore zone; one was omitted due to erroneous assay data which could not be resolved; and, another two were omitted due to an ore grade of less than 15% K₂O. With nearly 50 years of mining experience at Allan, it is the opinion of the authors that areas of low grade (i.e. <15% K2O) are localized with a relatively small lateral extent.

Drillhole assay data for the A Zone at Allan gives an estimated mean grade of 26.65% K₂O with 4.96% water insolubles.

B Zone mineralization is indicated by gamma ray geophysical log response in each of the exploration drillholes listed in Table A indicating a potash Mineral Resource. Some test mining of the B Zone has been done. However, sustained production from that zone has not been established. Assay results for the B Zone are not presented here.

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Table A: Assay results for all potash test holes within Allan Crown Lease

Average in 3.35 m (11 feet) mining interval (undiluted)

Drillhole	Year Drilled		% K2O		% Water Insolubles
04-10-033-01 W3		1954		*		*
12-32-034-02 W3		1956		28.74		5.76
16-11-033-01W3		1956		*		*
04-29-034-01 W3		1957		25.79		4.74
01-25-034-01 W3		1957		28.05		4.74
16-11-034-02 W3		1957		29.05		3.40
13-11-034-01 W3		1957		28.75		4.54
13-11-034-03 W3		1957		21.97		1.74
16-09-035-01 W3		1957		25.04		5.11
05-26-035-01 W3		1957		16.78		*
09-29-033-02 W3		1957		*		*
09-28-034-01 W3		1961		29.53		5.26
09-27-034-01 W3		1961		30.63		4.52
09-26-034-01 W3		1961		27.71		6.33
09-33-034-01 W3		1961		23.95		5.89
08-34-034-01 W3		1961		26.31		5.76
09-35-034-01 W3		1961		25.89		8.64
05-22A-034-01 W3		1961		26.47		3.19
16-14-034-01 W3		1962		26.78		5.25
01-17-034-01 W3		1962		28.63		5.29
01-12-034-01 W3		1962		*		*
14-23-034-03 W3		1969		29.56		4.18
Average (from 18 usable values):				26.65		4.96

Due to the remarkably consistent mineralogy and continuity of the resource, as experienced through 49 years of mine production, no potash exploration drilling has been done at Allan since 1969. Instead of exploration drillholes, seismic surveying has been relied upon to explore ahead of mine development. Where normal Prairie Evaporite sequences are mapped in the seismic data, potash beds have unfailingly been present. Localized, relatively small mine anomalies, not mapped in seismic data do occur. When they do, they are dealt with in the normal course of mining and extraction through these anomalous areas is typically minimized. Anomalies associated with possible water inflow problems, which are mapped in the seismic data, are avoided.

vi) Sampling, Analysis and Data Verification

Basic Approach

Exploration in the Allan area was conducted in the 1950s and 1960s. Sampling and assaying of potash core samples was done using methods considered consistent with standard procedures for potash exploration at these times.

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Drillhole sampling methods have remained essentially the same over the years. Potash core samples are acquired as described in earlier sections of this report. Short segments of core usually about 1 foot (0.3 m) in length are labeled based on visible changes in mineralization, and sometimes based on more or less fixed intervals. Each segment of core is then split using some type of rock or masonry saw. The split portion of core is then bagged and labeled and sent to a laboratory for chemical analysis. Historical potash samples remain stored at the Subsurface Geological Laboratory (Regina, Saskatchewan) of the Saskatchewan Ministry of the Economy. Most of these have deteriorated substantially.

Some historical potash samples remain stored at the Subsurface Geological Laboratory (Regina, Saskatchewan) of the Saskatchewan Ministry of Energy and Resources. However, many if not all of these have deteriorated substantially. The remaining half core samples for all of the 2008 wells are presently stored at the PotashCorp Rocanville plant site.

A total of 6,738 in-mine ore grade samples were collected at Allan to the end of December 2017. All in-mine samples were analysed in the Allan mill laboratory using analysis techniques that were up-to-date for the era in which the sample was collected.

Regarding quality assurance for analytical results of in-mine samples, the Company participates in the Saskatchewan Potash Producers Association (“SPPA”) Sample Exchange Program to monitor the accuracy of analytical procedures used in its labs. In the early 1970s, the SPPA initiated a round-robin Sample Exchange Program, the purpose of which was to assist the potash laboratories in developing a high level of confidence in analytical results. This program has continued up to the present, and participants include all major Canadian potash mine site labs, the Nutrien Pilot Plant Lab, and an independent surveyor lab. The Sample Exchange Program provides the participants with three unknown potash samples for analysis four times per year. Results for the unknown sample analysis are correlated by an independent agency that distributes statistical analysis and a summary report to all participants. Completed SPPA samples can be used for control standards as required in QA/QC sections of standard analytical procedures.

The Nutrien Pilot Plant is secured in the same way as modern office buildings are secured. Authorized personnel have access and visitors are accompanied by staff. No special security measures are taken beyond that. Currently, no external laboratory certification is held by the Nutrien Pilot Plant. On occasion, product quality check samples are sent to the Saskatchewan Research Council, a fully certified analytical facility.

In the opinion of the authors of the Allan Technical Report, the sampling methods are acceptable, are consistent with industry-standard practices, and are adequate for mineral resource and reserve estimation purposes.

Mean Potash Mineral-Grade In-Mine Samples

At Allan, in-mine grade samples are taken from the floor approximately once per week per active mining face. This is roughly equivalent to a sample taken every 68 m to 74 m in production panels, and a sample taken every 85 m to 128 m in development panels. Since start-up in 1968 through to the end of December 2017, a total of 6,738 in-mine potash mineral grade samples have been collected from the Allan A Zone, the main potash horizon at Allan. All samples were analysed in the Allan mill laboratory using analysis techniques that were up-to-date for the era in which the sample was collected.

The median ore grade for this family of in-mine samples is 25.5% K₂O equivalent and the mean ore grade is 24.8%.

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For the B Zone at Allan, mineral grade is reported to be 20.3% K₂O equivalent, the grade observed from 20,230 in-mine samples at the Lanigan mine where the B Zone has been extensively mined. Even though Allan mine is some distance from Lanigan, this is considered the best estimate of expected mineral grade for this potash layer because the deposit is known to be regionally continuous from west of Cory to east of Lanigan. Although it is possible that once mining proceeds into the B Zone the reported grade could change from what is reported, it is expected that any such change would be minimal.

Potash Ore-Density From In-Mine Mineral-Grade Measurements

An estimate of in-situ rock density is used to calculate potash mineralization volumes in mineral resource and reserve assessments. A common approach is to determine in-place mineral resource and reserve volumes (m³) to a certain degree of confidence, then multiply this number by in-situ bulk-rock density (kg/m³) to give in-place mineral resource and reserve tonnes. However, establishing an accurate bulk-rock density value is not an easy or trivial task. Well-log data from drillholes can be used for this if accurate and calibrated well-logs are acquired during exploration drilling. In practical terms, modern well-logs tend to meet these criteria, but historic well-logs (collected before the 1990s) do not. In Saskatchewan, almost all potash exploration drilling took place in the 1950s and 1960s, well before density logs were accurate and reliable.

Another approach is to look up density values for the minerals which constitute potash rock – values determined in a laboratory to a high degree of accuracy and published in reliable scientific journals/textbooks – then apply these densities to the bulk-rock in some way. Given that the density of each pure mineral is quantified and known, the only difficult aspect of this approach is determining what proportion of each mineral makes up the bulk-rock at a particular sample location. This is the methodology that was used to determine an estimate of bulk-rock density for the Allan ore zone. An obvious benefit of this approach is that a mean value computed on the distribution (6,738 sample points) has a much greater confidence interval than a mean value computed from 18 drillhole assays.

The main mineralogical components of the ore zones of Saskatchewan’s Prairie Evaporite Formation are:

• Halite – NaCl

• Sylvite – KCl

• Carnallite – KMgCl₃ · 6(H₂O)

• Insolubles – dolomite, muscovite, clinochlore, potassium feldspar, illite, quartz, anhydrite, and other minor mineral components

All PotashCorp divisions measure and record the in-mine % K₂O grade and insoluble content of the mined rock. The magnesium content is not measured at Allan, since carnallite is not a significant component of the ore here. From this set of measurements, the density of the ore can be calculated. The required composition and mineral density information for each mineral component is given below (Webmineral Mineralogy Database):

Halite – NaCl

• Na 39.34%

• Cl 60.66%

• Oxide form Na₂O 53.03%

• Mineral density 2170 kg /m³

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Sylvite – KCl

• K 52.45%

• Cl 47.55%

• Oxide form K₂O 63.18%

• Mineral density 1990 kg/m³

Insolubles (Allan A Zone)

• Component minerals: dolomite, muscovite, clinochlore, potassium feldspar, illite, quartz, anhydrite, and other minor mineral components

• Average density - 2510 kg / m³ (Nutrien Pilot Plant, 2018)

The value for insoluble density is based on known densities of the constituent parts of the insoluble components of the mineralization and the average occurrence of these insoluble components, which is known from the nearly 50 years of mining experience at Allan. Assuming the lowest plausible density of insolubles known for Saskatchewan potash deposits of this nature, the effect upon overall bulk-rock ore density and Mineral Resource and Reserve calculations would be negligible.

The mineral composition of potash ore is halite, sylvite, and insolubles. From 6,738 Allan A Zone in-mine grade samples, raw ore composition is:

% Sylvite	= 39.3 (converted from % K2O)
% Insolubles	= 2.7
% Carnallite	= 0.0

The percent of halite is assumed to be:

% Halite	=	(100 - % Sylvite - % Insol. - % Carnallite)
	=	(100 - 39.3 - 2.7 - 0.0)
	=	58.1

Applying this methodology and using these mean grade data gives a mean bulk-rock density for Allan A Zone potash of:

RHObulk-rock	=	(Halite density * % Halite) +
		(Sylvite density * % Sylvite) +
		(Insol. density * % Insol.)
	=	(2170 * % Halite) +
		(1990 * % Sylvite) +
		(2510 * % Insol.)
	=	2110
RHObulk-rock (Allan Zone) = 2110 kg/m3

This method is as accurate as the ore grade measurements and mineral density estimates.

To date, not enough B Zone mining has been carried out at Allan to permit a bulk density calculation based on Allan in-mine grade samples. The mining of 3.537 million tonnes of the B Zone represents a relatively small amount of material for a potash mine. The historic mining that was conducted in the B Zone at Allan was localized in only one geographic area, so data from this mining is not considered representative of what will be seen once mining proceeds in this layer. Although it is possible that once enough mining has occurred in the B Zone to give enough samples with all constituent minerals measured, the reported proportions of the various mineral constituents could change from what is reported. It is expected that any such change would have only a minimal effect on bulk-rock density used in tonnage calculations.

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Instead, the potash bulk-rock density is calculated using 20,230 in-mine grade samples from Lanigan B Zone:

RHO_bulk-rock (Allan B Zone) = RHO_bulk-rock (Lanigan B Zone) = 2120 kg/m³

This estimate is considered acceptable since both Allan B Zone and Lanigan B Zone are the same potash seam.

Assay Data Verification

Most of the original drillhole assays were studied by independent consultant David S. Robertson and Associates (1978). In 2018, six historical drillhole assay results were studied by Nutrien technical staff, Jodi Derkach (GIS Cert., P. Geo.) and Tanner Soroka (P. Geo.).

The original assay results for core samples from historical drillholes were taken as accurate in these studies, as there is no way to reliably reanalyse these samples. Most of the remaining samples in storage have long since deteriorated to the point where they are not usable.

Ore grades of in-mine samples are measured in-house at the Allan mine laboratory by Company staff using modern, standard chemical analysis tools and procedures; an independent agency does not verify these results. However, check sampling through the SPPA program does occur.

It should be noted that assay results from historical drillholes match mine sample results closely — within approximately 0.9% —even though sample spacing is obviously much greater in the case of wells. This fact is a validation of the methodology. Based on 49 years of in-mine experience at Allan, historical assay results are considered acceptable and provide a good basis for estimating ore grade in areas of future mining at Allan. However, the mean mineral grade of 24.8% K₂O equivalent determined from 6,738 in-mine grade samples is thought to provide the most accurate measurement of potash grade for the Allan mine.

Exploration Data Verification

The purpose of any mineral exploration program is to determine extent, continuity, and grade of mineralization to a certain level of confidence and accuracy. For potash exploration, it is important to minimize the amount of cross-formational drilling, since each drillhole is a potential conduit for subsurface groundwater from overlying (or underlying) water-bearing formations into future mine workings. Every potash test drillhole from surface sterilizes potash mineralization; a safety pillar is required around every surface drillhole once underground mining commences. This is the main reason that exploration drilling has not been carried out at Allan in recent years.

Initial sampling and assaying of cores was done during potash exploration at Allan in the 1950s and 1960s. Methods were consistent with standard procedures for that era. The mine began production in 1968 and, with the exception of a single potash test hole in 1969, no further core drilling has been carried out since then. This approach to potash sampling is in accordance with widely accepted industry practice for areas adjacent and contiguous to an existing operating potash mine.

Assay of physical samples (drillhole cores and/or in-mine samples) is the only way to gain information about mineral grade, but extent and continuity of mineralization are correctly determined using data collected from geophysical surveys correlated with historic drilling information. To date, surface seismic

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data at Allan have been collected, analysed, and verified by Company staff, at times, in cooperation with an independent consultant. Ultimate responsibility for final analyses including depth conversion (seismic depth migration), as well as the accuracy of these data, rests with Nutrien qualified persons.

Data for the mineral resource and reserve estimates for Allan mine were verified by Company staff as follows:

• Annual review of potash assay sample information (drillholes and in-mine grade samples);

• Annual review of surface geophysical exploration results (3D and 2D seismic data);

• Annual crosscheck of mined tonnages reported by mine site technical staff with tonnages estimated from mine survey information; and

• Annual crosscheck of mineral resource and reserve calculations carried out by corporate technical staff.

This approach to data verification of potash mineral grade and surface seismic information is in accordance with generally accepted industry practice for areas adjacent and contiguous to an existing operating potash mine.

vii) Mineral Processing and Metallurgical Testing

At Allan, potash ore has been mined and concentrated using flotation and crystallization methods to produce saleable quantities of high-grade finished potash products since 1968.

Over the 49-year mine life, 143.692 million tonnes of potash ore have been mined and hoisted to produce 50.539 million tonnes of finished potash product (from startup in 1968 to December 31, 2017). Given this level of sustained production over 49 years, basic mineralogical processing and prospective metallurgical testing of Allan potash is not relevant.

viii) Mineral Resource and Mineral Reserve Estimates

Definitions of Mineral Resource

The Canadian Institute of Mining and Metallurgy and Petroleum (“CIM”) has defined mineral resource in The CIM Definition Standards for Mineral Resources and Reserves (2014) as:

Inferred Mineral Resource: That part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity.

Indicated Mineral Resource: That part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade quality continuity between points of observation.

Measured Mineral Resource: That part of a mineral resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of modifying factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation.

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CIM defines modifying factors as “considerations used to convert mineral resources into mineral reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors.”

In south-central Saskatchewan, where geological correlations are straightforward, and within a (potash) subsurface mineral lease with an operating potash mine, mineral resource categories are generally characterized by PotashCorp as follows:

Inferred Mineral Resource: Areas of limited exploration, such as areas that have been investigated through regional geological studies, or areas with 2D regional surface seismic coverage, little or no drilling, at some distance from underground workings, and within the applicable Crown lease.

Indicated Mineral Resource: Areas of adequate exploration, such as areas with 3D surface seismic coverage, little or no drilling, at some distance from underground workings, and within the applicable Crown lease.

Measured Mineral Resource: Areas of detailed, physical exploration through actual drilling or mine sampling, near existing underground workings, and within the applicable Crown lease.

The Allan mine began production in 1968 and, with the exception of a single test hole in 1969, no further core drilling has been carried out since then. Instead, exploration involved collecting surface seismic data, which became better in quality over the years. Exploration drilling has demonstrated the presence of the potash horizon, and seismic coverage shows the continuity of the Prairie Evaporite Formation within which the potash horizon occurs.

Along with this approach, analysis of in-mine samples for potash grade has provided an observation-based understanding of the potash mineralized zone at Allan that is far superior to the level of understanding provided by any surface drilling based exploration program. The authors believe that this approach provides a body of information that guides and constrains exploration inferences in a much better way than could be achieved from any conventional exploration investigation in areas immediately surrounding, and contiguous to, the Allan potash mine.

Potash Resource Estimate

Exploration information used to calculate reported Mineral Resource tonnages at Allan consist of both physical sampling (drillhole and in-mine) and surface seismic (2D and 3D). Based on the definitions and guidelines above, all mineral rights leased or owned by the Company, and within Allan Crown Lease, are assigned to one of the three mineral resource categories.

Mineral resources are reported as mineralization in-place and are exclusive of Mineral reserves. In-place tonnes were calculated for each of the mineral resource categories using the following parameters:

Mining Height: 3.35 metres (11 feet)

Ore Density: 2.110 tonnes / cubic metre (A Zone)

Ore Density: 2.120 tonnes / cubic metre (B Zone)

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The mineral resources for Allan, as of December 31, 2017 are as follows:

Allan A Zone:
Inferred Resource	2,682	millions of tonnes
Indicated Resource	422	millions of tonnes
Measured Resource	966	millions of tonnes
Total A Zone Resource	4,070	millions of tonnes
Allan B Zone:
Inferred Resource	2,695	millions of tonnes
Indicated Resource	425	millions of tonnes
Measured Resource	1,444	millions of tonnes
Total B Zone Resource	4,564	millions of tonnes
Total for Allan (A Zone + B Zone):
Inferred Resource	5,377	millions of tonnes
Indicated Resource	847	millions of tonnes
Measured Resource	2,410	millions of tonnes
Total A Zone + B Zone Resource	8,634	millions of tonnes

The average mineral grade of the Allan A Zone Mineral Resource is 24.8% K₂O equivalent, and was determined from 6,738 in-mine samples at Allan. The average mineral grade of the Allan B Zone Mineral Resource is 20.3% K₂O equivalent, and was determined from 20,230 in-mine samples at Lanigan mine where the B Zone has been extensively mined.

The tonnage reported in the Allan A Zone Measured Resource is comprised of the potash that is within 1.6 km (1 mile) of physically sampled location (i.e. drillholes or mine workings). Also included as Measured Resource is the potash that is left behind as pillars in mined-out areas of the Allan mine. In a potash mine, it is common practice to consider mining remnant pillar mineralization using solution methods after conventional mining is complete, or after a mine is lost to flooding. The Patience Lake mine was successfully converted from a conventional mine to a solution mine after being lost to flooding in 1989. Since conversion to a solution mine is not anticipated in the near future at Allan, in-place pillar mineralization remains as a mineral resource rather than a mineral reserve at this time.

Definitions of Mineral Reserve

CIM defined mineral reserve in The CIM Definition Standards for Mineral Resources and Reserves (2014) as:

Probable Mineral Reserve: The economically mineable part of an indicated, and in some circumstance, a measured, mineral resource. The confidence in the modifying factors applying to a probable mineral reserve is lower than that applying to a proven mineral reserve.

Proven Mineral Reserve: The economically mineable part of a measured mineral resource. A proven mineral reserve implies a high degree of confidence in the modifying factors.

For Saskatchewan, in regions adjacent and contiguous to an operating potash mine, mineral reserve categories are characterized by PotashCorp as follows:

Probable Mineral Reserve: Identified recoverable potash mineralization classified as a measured resource, within a 1.6 km (1 mile) radius of a sampled mine entry or contiguous exploration drillhole, and within the applicable Crown lease.

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Proven Mineral Reserve: identified recoverable potash mineralization classified as a measured resource, delineated on at least three sides by sampled mined entries or exploration drillholes to a maximum of 3.2 km (2 miles) apart, and within the applicable Crown lease.

Along with this approach, analysis of in-mine samples for potash grade has provided an observation-based understanding of the potash mineralized zone at Allan that is far superior to the level of understanding provided by any surface drilling based exploration program. An understanding of the amount of ore that can be conventionally mined from the measured resource category using current mining practices comes from nearly 50 years of potash mining experience at Allan.

Mineral Reserve Estimates

Using the definitions outlined above, part of the Allan A Zone measured resource has been converted to mineral reserve. The assigned mineral reserve category is dependent on proximity to sampled mined entries also described above.

The overall extraction rate at the Allan mine is 33%. It was derived by dividing the total tonnes mined to date by the tonnage equivalent of the total area of the mine workings (i.e. the perimeter around the mine workings) less future mining blocks. Since an extraction rate has been applied, mineral reserves are considered recoverable ore, and are reported as such.

Note that only drillholes whose 1.6 km radii are contiguous to mine workings or the 1.6 km radius placed around mine workings are used to compute probable mineral reserve. The remaining non-contiguous drillholes remain in the measured resource category.

The mineral reserves for Allan as of December 31, 2017 are as follows:

Allan A Zone:
Probable Reserve	257	millions of tonnes
Proven Reserve	78	millions of tonnes
Total A Zone Reserve =	335	millions of tonnes
Allan B Zone:
Probable Reserve	nil
Proven Reserve	nil
Total B Zone Reserve =	nil
Total for Allan (A Zone + B Zone):
Probable Reserve	257	millions of tonnes
Proven Reserve	78	millions of tonnes
Total A Zone and B Zone Reserve =	335	millions of tonnes

The average mineral grade of the Allan A Zone mineral reserve is 24.8% K₂O equivalent, and was determined from 6,738 in-mine samples at Allan.

ix) Mining Operations

All conventional potash mines in Saskatchewan operate at 900 m to 1200 m below surface within 9 m to 30 m of the top of the Prairie Evaporite Formation. Over the scale of any typical Saskatchewan potash mine, potash beds are tabular and regionally flat-lying, with only moderate local variations in dip. At Allan, potash ore is mined using conventional mining methods, whereby:

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• Shafts are sunk to the potash ore body;

• Continuous mining machines cut out the ore, which is hoisted to surface through the Production shaft;

• Raw-potash is processed and concentrated in a mill on surface; and

• Concentrated finished potash products (near-pure KCl) are sold and shipped to markets in North America and offshore.

Sinking of the two original shafts (Shaft #1 and Shaft #2) from surface to the potash zone was completed in early 1968, and the first potash ore was hoisted by in April of that year. The Allan mine has run on a continuous basis since the first ore was hoisted in 1968, other than short term shutdowns taken for inventory management purposes or occasional plant maintenance and construction work.

In recent years, the Allan mine underwent a major expansion which brought the nameplate capacity up to 4.0 million tonnes of finished potash products per year. The current operational capability of the Allan facility is 2.0 million tonnes per year.

Virtually all Allan underground mining rooms are in one potash mineralized zone, the upper layer (or A Zone) of the Patience Lake Member of the Prairie Evaporite Formation (the host evaporite salt). In contrast, some potash mines further east in Saskatchewan mine in a different potash layer, the Esterhazy Member of the Prairie Evaporite Formation. At Allan, mine elevations range from approximately 980 m to 1120 m, averaging approximately 1010 m. These depths to A Zone potash mineralization are anticipated over most of the Allan lease area. Mine workings are protected from aquifers in overlying formations by approximately 14 m of overlying salt and potash beds, along with salt plugged porosity in the Dawson Bay Formation, a carbonate layer lying immediately above potash hosting salt beds.

The Allan mine is a conventional underground mining operation whereby continuous mining machines are used to excavate the potash ore by the stress-relief mining method. Continuous conveyor belts transport ore from the mining face to the bottom of the production shaft. The highest mineral grade section of the Allan potash seam is approximately 3.35 m (11 feet) thick, with gradations to lower grade salts immediately above and below the mining horizon. The actual mining thickness at Allan is dictated by the height of continuous boring machines used to cut the ore. Seven older borers are designed to cut at a thickness of 3.35 m (11 feet) and four new borers are designed to cut 3.65 m (12 feet).

Allan cuts to a marker (clay) seam that is slightly above the high- grade mineralized zone to establish a safe and stable mine roof. The top marker seam is slightly overcut by 10 to 20 cm. Clay seams are often planes of weakness, and if they are undercut, material immediately below the clay seam becomes a hazard as it may separate and fall. Since the hazard must be remediated prior to proceeding, thus slowing production, the moderately diluted mineral grade that results from the overcutting is preferable from a safety point of view.

Conservative local extraction rates (never exceeding 45% in any mining block) are employed at all Saskatchewan mines, including Allan, in order to minimize potential detrimental effects of mining on overlying strata; this is common practice in flat-lying, tabular ore bodies overlain by water-bearing layers.

From the shaft-bottom, potash ore is hoisted approximately 1000 m from the potash level through the vertical shafts to a surface mill. In addition to hoisting potash ore to surface, the production shaft also provides fresh air ventilation to the mine and serves as a secondary egress. The Service Shaft is used for service access, and exhaust ventilation from the mine.

Over the 49-year mine life, 143.692 million tonnes of potash ore have been mined and hoisted at Allan to produce 50.539 million tonnes of finished potash products (from startup in 1968 to December 31, 2017). The life-of-mine average concentration ratio (raw-ore/finished potash products) is 2.84 and the overall extraction rate over this time period is 33%.

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x) Processing and Recovery Operations

At Allan, potash ore has been mined and concentrated to produce saleable quantities of high grade finished potash products since 1968. Products include granular, standard, and industrial grade potash used for agricultural applications and industrial purposes.

Both flotation methods and crystallization methods are used to concentrate potash ore into finished potash products at the Allan mill. Raw potash ore is processed on surface, and concentrated finished potash products (near-pure KCl) are sold and shipped to markets in North America and offshore.

Over the past three years, production of finished potash products at Allan was:

• 2015: 2.378 million tonnes finished potash products at 61.28% K₂O (average grade)

• 2016: 2.380 million tonnes finished potash products at 61.16% K₂O (average grade)

• 2017: 1.832 million tonnes finished potash products at 61.39% K₂O (average grade)

Over the past decade actual mill recovery rates have been between 81.5% and 86.8%, averaging 84.3%. Given the long-term experience with potash geology and actual mill recovery at Allan, no fundamental potash milling problems are anticipated in the foreseeable future.

Quality control testing and monitoring geared towards fine-tuning and optimizing potash milling and concentrating processes are conducted on a continual basis at all Nutrien mine sites and at Nutrien research facilities. At Allan, this is no exception; test work to optimize circuit performance and ensure product quality is carried out on an ongoing basis.

xi) Infrastructure, Permitting and Compliance Activities

Project Infrastructure

Infrastructure is in place to meet current and projected requirements for transportation, energy (electricity and natural gas), water and process materials at Allan.

The Allan mine is served by a number of villages within 50 kilometres of the mine site. The nearest city is Saskatoon (approximately 45 km distant).

The Allan surface facilities are accessed by existing paved roads and highways that are part of the Saskatchewan Provincial Highway System. All potash product is shipped by rail over existing track.

At present, high voltage power capacity at the Allan is 32 MVA. The ten-year projection of power utilization indicates that the utility can meet all foreseeable future demand.

The Allan operation requires a sustained fresh water supply for the milling process which is provided from a local reservoir called the Bradwell Reservoir operated by SaskWater (approximately 6 km distant). This water supply provides a sustainable source of process water for Allan milling operations without having any impact on other users of water in the area.

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Environmental Studies, Permitting and Compliance Activities

The tailings management strategy at all Nutrien potash mines in Saskatchewan, including Allan, is one of sequestering solid mine tailings in an engineered and provincially licensed TMA near the surface plant site. The Allan TMA currently covers an area of approximately 600 hectares (1,483 acres) of land owned by the Company. Solid potash mine tailings typically consist of 85% to 95% rock salt (NaCl) and 5% to 15% insoluble (carbonate mud = CaCO₃, anhydrite mud = CaSO₄, and clays like chlorite, illite, and so on). An engineered slurry-wall (in some portions, a compacted earth trench barrier) has been constructed where required around approximately half of the Allan TMA. In future years this wall can be expanded if required for operational needs. The slurry-wall provides secondary containment for any saline mine waters, minimizing brine impacts from the TMA to surrounding surface water bodies and near-surface aquifers. Areas surrounding the TMA are closely monitored: this includes everything from daily visual perimeter inspections to annual investigations and inspections of surrounding groundwater and aquifers.

Allan currently operates two brine disposal wells near the surface plant of the Allan mine where clear salt brine (i.e. no silt, clay slimes, or other waste) is borehole injected into the Winnipeg/Deadwood Formations, deep subsurface aquifers approximately 1500 m to 1700 m below the surface. The groundwater in these extensive deep aquifers is naturally saline.

Emissions to air (mostly salt dust and potash dust) are kept below regulatory limits through various modern air pollution abatement systems (e.g. dust collection systems built into mill processes) that are provincially licensed. This same procedure is followed at all Nutrien mines in Saskatchewan.

The Allan operation requires a sustained fresh water supply for the milling process which is provided by a waterline from the Bradwell Reservoir (approximately 6 km distant). This water supply is provincially licensed and provides a sustainable source of process water for Allan milling operations without having any impact on other users of water in the area.

In Saskatchewan, all potash tailings management activities are carried out under an “Approval to Operate” granted by the Saskatchewan Ministry of Environment (MOE), the provincial regulator. The Allan mine is in compliance with all regulations stipulated by the Environmental Protection Branch of MOE. The current Allan Approval to Operate has been granted to June 30, 2018, the renewal date.

In terms of long-term decommissioning, environmental regulations of the Province of Saskatchewan require that all operating potash mines in Saskatchewan create a long-term decommissioning and reclamation plan that will ensure all surface facilities are removed, and the site is left in a chemically and physically stable condition once mine operations are complete. PotashCorp has conducted numerous studies of this topic, and the most recent decommissioning and reclamation plan for Allan was approved by MOE technical staff in October 2016. Because the current expected mine life for Allan is many decades into the future, it is not meaningful to come up with detailed engineering designs for decommissioning at present. Instead, decommissioning plans are reviewed every five years, and updated to accommodate new ideas, technological change, incorporation of new data, and adjustments of production forecasts and cost estimates. Any updated decommissioning and reclamation reports generated by this process are submitted to provincial regulatory agencies. For Allan, a revised decommissioning and reclamation plan is required in July 2021.

In addition to the long-term decommissioning plan, provincial regulations require that every potash producing company in Saskatchewan set up an Environmental Financial Assurance Fund, which is to be held in trust for the decommissioning, restoration and rehabilitation of the plant site after mining is complete. This fund is for all mines operated by Nutrien in the province of Saskatchewan (i.e. Vanscoy, Cory, Patience Lake, Allan, Lanigan and Rocanville).

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xii) Capital and Operating Costs

The Allan mine has been in operation since 1968; in the years immediately preceding this, major capital investment was made to bring this mine into production. Since then, capital expenditures were made on a regular and ongoing basis to sustain production, and to expand production from time to time.

A major refurbishment and expansion of the Allan mine was completed in 2013, increasing nameplate capacity to 4.0 million tonnes of finished potash products per year. This work involved enhancement of hoists and shaft conveyances, major expansions of both mine and mill, improvements to loadout facilities, and some infrastructure improvements. All construction was carried out without significant disruption to existing potash production from the site.

xiii) Exploration, Development and Production

Potash production in any given year at the Allan potash mine is a function of many variables, so actual production in any given year can vary dramatically from tonnages produced in previous years. The mineral reserve tonnage and historic average production are used to estimate remaining mine life. If the average mining rate seen over the past three years (6.267 million tonnes of potash ore mined and hoisted per year) is sustained, and if mineral reserves remain unchanged, then the Allan mine life is 54 years from December 31, 2017.

b) Cory Potash Operations

Certain scientific and technical information regarding our Cory potash operations is based on the technical report titled “National Instrument 43-101 Technical Report on Cory Potash Deposit (KL 103B), Saskatchewan, Canada” dated effective December 31, 2017 (the “Cory Technical Report”) prepared by Craig Funk, P. Eng., P.Geo., who is a “qualified person” as defined in NI 43-101. The Cory Technical Report has been filed with the securities regulatory authorities in each of the provinces of Canada and furnished to the SEC. Portions of the following information are based on assumptions, qualifications and procedures that are not fully described herein. References should be made to the full text of the Cory Technical Report.

i) Project Description, Location and Access

General

The Cory mine is located in central Saskatchewan, approximately 7 kilometers west of the city of Saskatoon, Saskatchewan. The Legal Description (Saskatchewan Township/Range) of the Cory surface operation is Section 18 Township 36 Range 06 West of 3rd Meridian. More precisely, the Cory Shaft #2 collar is located at:

• Latitude: 52 degrees 05 minutes 30.15 seconds North

• Longitude: 106 degrees 51 minutes 16.32 seconds West

• Elevation: 502.92 metres above mean Sea Level (SL)

• Northing: 5772861 m

• Easting: 372951 m

• Projection: UTM

• Datum: NAD83

• Zone: 13

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The Company owns approximately 2,109 hectares (5,212 acres) of surface rights required for current Cory mine operations, including all areas covered by the existing surface plant and tailings management area, and all surface lands required for anticipated future Cory mine and expanded milling operations.

The Cory mine surface facilities are accessed by an existing paved road that is part of the Saskatchewan Provincial Highway System. All potash product is shipped by rail over existing track.

The Cory mine is served by a number of villages within 50 kilometres of the mine site. The nearest city is Saskatoon (7 km distant). Cory is situated near the northern extent of the Great Plains of North America. Topography is relatively flat, with gently rolling hills and occasional valleys. The Cory surface plant lies approximately 10 km north-west of the South Saskatchewan River, a major continental drainage channel.

Mineral Rights

Mineral rights at Cory are mined pursuant to mining leases with the Crown, and with Freehold mineral rights owners. Crown mineral rights are governed by The Subsurface Mineral Tenure Regulations, 2015 (Saskatchewan), and Crown Leases are approved and issued by the Ministry of the Economy. The original Cory Crown Subsurface Mineral Lease, numbered KL 103, was entered into in September 1962. In the following years, various minor amendments were made to this Crown lease, resulting in Crown Subsurface Mineral Lease KL 103B (the “Cory Crown Lease”).

The Cory Crown Lease covers an area of approximately 46,902 hectares (115,897 acres). At Cory, the Company has leased potash mineral rights for 25,918 hectares (64,045 acres) of Crown land and owns or has leased approximately 18,368 hectares (45,389 acres) of Freehold land within the lease boundary. The Cory Crown Lease term is for a period of 21 years from September 2004, with renewals (at the Company’s option) for 21-year periods. Freehold lands also remain under lease providing, generally, that production is continuing and that there is a continuation of the Cory Crown Lease.

Within the Cory Crown Lease area, 29,772 hectares (73,569 acres) are mined pursuant to a Unitization Agreement, with mineral rights holders (Freehold and Crown) within one Unitized Area.

ii) History

See “5.3 – Mineral Projects – a) Allan Potash Operations – ii) History” above for a general overview of the history of potash mines in Saskatchewan.

Exploration drilling for potash in the Cory area was carried out in the 1950s and 1960s. The Cory mine was built by a company called Duval Sulphur and Potash Company in the 1960s. Potash production began at Cory in 1968 and the mine has run on a continuous basis since then (other than short-term shutdowns taken for inventory management purposes or occasional plant maintenance and construction work). PotashCorp acquired the Cory mine in 1976.

In 1988, production was curtailed at the Cory mine. This downsizing included shutdown of the flotation plant. Since 1989, only crystallization methods have been used at Cory to produce a variety of specialized white potash products. In 2008 through 2011 the Cory mine underwent a major expansion which involved the re-commissioning of refurbished flotation circuits. Products include soluble, granular and standard grade potash used for agricultural applications, and high grade white soluble potash and chicklets used for industrial applications.

In recent years, the Cory mine underwent a major expansion which brought the nameplate capacity up to 3.0 million tonnes of finished potash products per year. In December 2013, operational changes were announced that reduced the operational capability of the Cory facility to 1.4 million tonnes per year. This was in response to market conditions and to optimize the Company’s lowest cost operations.

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In October 2017, Cory reverted to a pure crystallization plant producing only white potash products, and further curtailing production to 0.8 million tonnes per year.

iii) Geological Setting, Mineralization and Deposit Types

Geological Setting and Mineralization

See “5.3 – Mineral Projects – a) Allan Potash Operations – iii) Geological Setting, Mineralization and Deposit Types – Geological Setting and Mineralization” above for a general overview of geological setting and mineralization for potash mines in Saskatchewan.

Over the past three years (2015, 2016, 2017), the average, measured potash ore grade of the mill feed at Cory was 24.0% K2O equivalent. The average ore grade reported from 10 historic surface drillhole intersections, all within Cory Subsurface Mineral Lease KL 103B, is 25.6% K2O equivalent. The average ore grade observed from 4,590 in- mine samples taken over 49 years of mining (to the end of December 2017) is 22.5% K2O equivalent.

Deposit Type

There are three mineable potash members within the Prairie Evaporite Formation of Saskatchewan. Stratigraphically highest to lowest these members are: Patience Lake, Belle Plaine, and Esterhazy.

The Cory potash deposit lies within the Patience Lake Member of Prairie Evaporite Formation. There are two potash seams named A Zone and B Zone within this Member; at present, only the A Zone is being mined at Cory. Some test mining has been carried out in the B Zone, but no mining is done in this layer at present. Neither the Esterhazy nor the White Bear Potash Members are present in the Cory area. The Belle Plaine potash member is present at Cory but it is too thin to be mined. Cory A Zone potash mineralization occurs at an average of about 1010 m depth below surface. The A Zone is approximately 3.35 metres thick and occurs near the top of the Prairie Evaporite Formation salts. Salt cover from the ore zone to overlying units is approximately 14 metres. The Cory mine operates as a conventional, underground potash mine.

iv) Exploration

Before the Cory mine was established in 1968, all exploration consisted of drilling from surface and analysis of core from these drillholes. Since mining began in 1968, there have been just two exploration drillholes; these two drillholes did not intersect the ore zone of the Prairie Evaporite Formation, but rather targeted overlying formations.

In most of southern Saskatchewan, potash mineralization is in place wherever Prairie Evaporite Formation salts exist, are flat-lying, and are undisturbed. Since the surface seismic exploration method is an excellent tool for mapping the top and bottom of Prairie Evaporite salts, this has become the main potash exploration tool in any existing Saskatchewan subsurface (potash) mineral lease. Historically, 2D seismic, and now the more accurate 3D seismic methods are used to map continuity and extent of potash beds in flat-lying potash deposits. Seismic data are relied upon to identify collapse structures that must be avoided in the process of mine development since these structures can act as conduits for water. As a result, isolation pillars or mining buffer zones are left around these anomalous features. This practice reduces the overall mining extraction ratio, but the risk of inflow to mine workings are effectively mitigated.

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A total of 99 linear kilometres of 2D seismic lines have been acquired at Cory. A total of 222 square kilometres of 3D seismic have been acquired at Cory between 1988 and 2013. The most recent seismic surveys were conducted in 2013 and accounted for 49 square kilometres of the total square kilometres stated above.

v) Drilling

For the original Cory potash test holes drilled in the 1950s and 1960s, the primary objective of this drilling was to sample the potash horizons to establish basic mining parameters. Seismic surveys (2D) were done sparingly in those days, so the drillhole information was relied upon heavily to evaluate potash deposits. Test holes would penetrate the evaporite section with a hydrocarbon based drilling mud (oil-based or diesel fuel) to protect the potash mineralization from dissolution. Basic geophysical well logs were acquired and in many cases, drill stem tests were run on the Dawson Bay Formation to help assess mine inflow potential. Core samples from the targeted potash intersections were split or quartered (cut with a masonry saw) crushed and analysed to establish potash grades.

Relatively thin interbeds or seams, referred to as clay seams in the potash industry, are an ever-present component of the A Zone and B Zone at Cory. These seams, along with the clay or clay-like material disseminated throughout the rock make up the water insoluble portion of the mineralized horizons. The same sequences of clay seams can be correlated for many kilometers across the central Saskatchewan potash mining district.

At Cory, a particular sequence of three clay seams marks the top of the A Zone. These seams are used to guide the vertical positioning of the mining machine. The uppermost portion of the sequence of three seams is maintained at the top of the mining cut to keep the cutting “on grade”. Cutting too high above this upper seam or top marker results in dilution, as halite (rather than sylvinite) immediately overlies the production zone. In practice though, the top marker seam is slightly overcut (between 10 cm to 20 cm) to prevent an unstable condition from being created. Clay seams are often planes of weakness, and if they are undercut, material immediately below the clay seam becomes a hazard as it may separate and fall. Since the hazard must be remediated prior to proceeding, thus slowing production, the moderately diluted mineral grade that results from the overcutting is preferable from a safety point of view.

It is difficult to determine at which mining height certain mineral resources and reserves will be cut in the future, so the more conservative mining height of 3.35 m (11 feet) was applied to mineral resource and reserve calculations.

Original drill core assays were studied by independent consultant David S. Robertson and Associates (1976), and are found in Table B below. The best 3.35 m (11 feet) mining interval intersected in each hole was determined from the assay values, using clay marker seams as a guide.

B Zone mineralization is indicated by gamma ray geophysical log response in each of the exploration holes listed in Table B below indicating a potash mineral resource. Some test mining of the B Zone has been done. However, sustained production from that zone has not been established. Assay results for the B Zone are not presented here.

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Table B: Assay results for all potash test holes within Cory Lease KL 103B.

Average in 3.35 m (11’) mining interval (undiluted)

Drillhole	Year Drilled	% K2O	% Water Insolubles
14-28-036-06 W3	1954	*	*
04-28-037-07 W3	1955	24.93	4.59
01-11-037-07 W3	1955	25.96	4.78
08-22-036-07 W3	1956	29.1	4.55
04-16-036-07 W3	1965	27.04	6.18
16-34-035-07 W3	1965	27.98	4.87
01-25-035-07 W3	1965	17.27	6.78
01-32-036-07 W3	1965	26.41	5.17
06-18-036-06 W3	1965	23.75	3.92
05-07-036-06 W3	1965	26.45	4.71
04-04-036-06 W3	1965	29.44 (anomalous)	4.59 (anomalous)
05-30-036-06 W3	1965	27.34	4.91
01-16-036-06 W3	1965	25.61 (anomalous)	5.71 (anomalous)
13-01-038-08 W3	1968	*	*
Average of 10 usable values:		25.62	5.05

Due to the remarkably consistent mineralogy and continuity of the resource, as experienced through 49 years of mine production, no potash exploration drilling has been done at Cory since 1965. Instead of exploration drillholes, seismic surveying has been relied upon to explore ahead of mine development. Where normal Prairie Evaporite sequences are mapped in the seismic data, potash beds have unfailingly been present. Localized, relatively small mine anomalies, not mapped in seismic data do occur. When they do, they are dealt with in the normal course of mining and extraction through these anomalous areas is typically minimized. Anomalies associated with possible water inflow problems, which are mapped in the seismic data, are avoided.

vi) Sampling, Analysis and Data Verification

Basic Approach

Exploration in the Cory area was conducted in the 1950s and 1960s. Sampling and assaying of potash core samples was done using methods considered consistent with standard procedures for potash exploration at these times.

Drillhole sampling methods have remained essentially the same over the years. Potash core samples are acquired. Short segments of core usually about 0.3 m (1 foot) in length are labeled based on visible changes in mineralization, and sometimes based on more or less fixed intervals. Each segment of core is then split using some type of rock or masonry saw. The split portion of core is then bagged and labeled and sent to a laboratory for chemical analysis. Historical potash samples remain stored at the Subsurface Geological Laboratory (Regina, Saskatchewan) of the Saskatchewan Ministry of the Economy. Most of these have deteriorated substantially.

Regarding quality assurance for analytical results of in-mine samples, the Company participates in the SPPA Sample Exchange Program to monitor the accuracy of analytical procedures used in its labs. In the early 1970s, the SPPA initiated a round-robin Sample Exchange Program, the purpose of which was to assist the potash laboratories in developing a high level of confidence in analytical results. This program has continued up to the present, and participants include all major Canadian potash mine site labs, the

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Nutrien Pilot Plant Lab, and an independent surveyor lab. The Sample Exchange Program provides the participants with three unknown potash samples for analysis four times per year. Results for the unknown sample analysis are correlated by an independent agency that distributes statistical analysis and a summary report to all participants. Completed SPPA samples can be used for control standards as required in QA/QC sections of standard analytical procedures.

The Nutrien Pilot Plant is secured in the same way as modern office buildings are secured. Authorized personnel have access and visitors are accompanied by staff. No special security measures are taken beyond that. Currently, no external laboratory certification is held by the Nutrien Pilot Plant. On occasion, product quality check samples are sent to the Saskatchewan Research Council, a fully certified analytical facility.

In the opinion of the authors of the Cory Technical Report, the sampling methods are acceptable, are consistent with industry-standard practices, and are adequate for Mineral Resource and Reserve estimation purposes.

Mean Potash Mineral Grade From In-Mine Samples

It has been the practice at Cory for the past several years to collect two in-mine grade samples (one in the left break-through and one in the right break-through) from the floor at the start of every cutting sequence. This is equivalent to two samples taken every approximately 25 m in production panels, and two samples taken every approximately 50 m in development panels. In-mine grade sampling practices at Cory have varied over the years resulting in a less than ideal distribution graph. However, it is the belief of the authors that the average grade reported from these in-mine samples is representative of A Zone potash mineralization in the Cory area. In-mine sample data can be roughly confirmed by mill feed grade data collected over the years.

Since start-up in 1968 through to the end of December 2017, a total of 4,590 in-mine potash mineral grade samples have been collected from the Cory A Zone, the main potash horizon at Cory. All samples were analysed in the Cory mill laboratory using analysis techniques that were up-to-date for the era in which the sample was collected. The median ore grade for this family of in-mine samples if 22.5% K₂O equivalent and the mean ore grade is 23.5%.

For the B Zone at Cory, mineral grade is reported to be 20.3% K2O equivalent, the grade observed from 20,230 in-mine samples at the Lanigan mine where the B Zone has been extensively mined. Even though Cory mine is some distance from Lanigan, this is considered to be the best estimate of expected mineral grade for this potash layer because the deposit is known to be regionally continuous from west of Cory to east of Lanigan. Although it is possible that once mining proceeds into the B Zone the reported grade could change from what is reported, it is expected that any such change would be minimal.

Potash Ore Density From In-Mine Mineral-Grade Measurements

An estimate of in-situ rock density is used to calculate potash mineralization volumes in mineral resource and reserve assessments. A common approach is to determine in-place mineral resource and reserve volumes (m³) to a certain degree of confidence, then multiply this number by in-situ bulk-rock density (kg/m³) to give in-place mineral resource and reserve tonnes. However, establishing an accurate bulk-rock density value is not an easy or trivial task. Well-log data from drillholes can be used for this if accurate and calibrated well-logs are acquired during exploration drilling. In practical terms, modern well-logs tend to meet these criteria, but historic well-logs (collected before the 1990s) do not. In Saskatchewan, almost all potash exploration drilling took place in the 1950s and 1960s, well before density logs were accurate and reliable.

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Another approach is to look up density values for the minerals which constitute potash rock – values determined in a laboratory to a high degree of accuracy and published in reliable scientific journals/textbooks – then apply these densities to the bulk-rock in some way. Given that the density of each pure mineral is quantified and known, the only difficult aspect of this approach is determining what proportion of each mineral makes up the bulk-rock at a particular sample location. Because historical Cory in-mine mineral grade analyses did not include measurements of the insoluble content, this approach cannot be used at Cory. Instead, potash bulk-rock density is calculated using 6,738 in-mine samples from Allan A Zone:

RHO_bulk-rock (Cory) = RHO_bulk-rock (Allan) = 2110 kg/m³

This estimate is considered acceptable since Cory and Allan are mining the same potash seam, both mines use boring machines that are the same height, and both mines use the same basic mineral grade sampling methodology.

Not enough B Zone mining has been carried out at Cory to permit a bulk density calculation based on in-mine grade samples. Instead, potash bulk rock density is calculated using 20,230 in-mine samples from Lanigan B Zone:

RHO_bulk-rock (Cory B) = RHO_bulk-rock (Lanigan) = 2120 kg/m³

This estimate is considered acceptable since the Cory B Zone and Lanigan B Zone are the same potash seam

Assay Data Verification

The majority of original drill core assays were studied by independent consultant David S. Robertson and Associates (1976). The original assay results for core samples from historical wells were taken as accurate in these studies, as there is no way to reliably reanalyse these samples. Most of the remaining samples in storage have long since deteriorated to the point where they are not usable.

Ore grades of in-mine samples are measured in-house at the Cory mine laboratory by Company staff using modern, standard chemical analysis tools and procedures; an independent agency does not verify these results. However, check sampling through the SPPA program does occur.

It should be noted that assay results from historical wells match mine sample results closely—within approximately 0.9% – even though sample spacing is obviously much greater in the case of drillholes. This fact is a validation of the methodology. Based on 49 years of in-mine experience at Cory, these historical assay results are considered acceptable and provide a good basis for estimating ore grade in areas of future mining at Cory. However, the mean mineral grade of 22.5% K₂O equivalent determined from 4,590 in-mine grade samples is thought to provide the most accurate measurement of potash grade for the Cory mine.

Exploration Data Verification

The purpose of any mineral exploration program is to determine extent, continuity and grade of mineralization to a certain level of confidence and accuracy. For potash exploration it is important to minimize the amount of cross-formational drilling, since each drillhole is a potential conduit for subsurface groundwater overlying (or underlying) water-bearing formations into future mine workings. Every potash test hole from surface sterilizes potash mineralization; a safety pillar is required around every surface drillhole once underground mining commences. This is the main reason that exploration drilling has not been carried out at Cory in recent years. Initial sampling and assaying of

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cores was done during potash exploration at Cory in the 1950s and 1960s. Methods were consistent with standard procedures for that era. The mine began production in 1968 and no further core drilling has been carried out since then. Due to small number of drillholes, mineral grade information from in-mine grab samples provided better sampling of potash grade at Cory. This approach to potash sampling is in accordance with generally accepted industry practice for areas adjacent and contiguous to an existing operating potash mine.

Assay of physical samples (drillhole cores and / or in-mine samples) is the only way to gain information about mineral grade, but extent and continuity of mineralization are correctly determined using data collected from geophysical surveys correlated with historic drilling information. To date, surface seismic data at Cory have been collected, analysed, and verified by Company staff, at times, in cooperation with an independent consultant. Ultimate responsibility for final analyses including depth conversion (seismic depth migration), as well as the accuracy of these data, rests with Nutrien qualified persons.

Data for the mineral resource and reserve estimates for Cory mine were verified by Company staff as follows:

• Annual review of potash assay sample information (drillholes and in-mine grade samples);

• Annual review of surface geophysical exploration results (3D and 2D seismic data);

• Annual crosscheck of mined tonnages reported by mine site technical staff with tonnages estimated from mine survey information; and

• Annual crosscheck of mineral resource and reserve calculations carried out by corporate technical staff.

This approach to data verification of potash mineral grade and surface seismic information is in accordance with generally accepted industry practice for areas adjacent and contiguous to an existing operating potash mine.

vii) Mineral Processing and Metallurgical Testing

At Cory, potash ore has been mined and concentrated to produce saleable quantities of high- grade finished potash products since 1968. In 1988, production was curtailed at the Cory mine. This downsizing included shutdown of the flotation plant, leaving only the crystallization plant which produced a variety of specialized white potash products. From 2008 through 2011, the Cory mine underwent a major expansion which again allowed for the production of red product through floatation circuits. This expansion brought the nameplate capacity up to 3.0 million tonnes of finished potash products per year.

In recent years, the Cory mine underwent a major expansion which brought the nameplate capacity up to 3.0 million tonnes of finished potash products per year. In December 2013, operational changes were announced that reduced the operational capability of the Cory facility to 1.4 million tonnes per year. This was in response to market conditions and to optimize the Company’s lowest cost operations. In October 2017, Cory reverted to a pure crystallization plant producing only white potash products, and further curtailing production to 0.8 million tonnes per year. At present, only concentrated white potash products (near-pure KCl) are produced at Cory; these include high- grade specialized white soluble potash, white granular, chicklets, and prills. These products have industrial, agricultural, and feed applications.

Over the 49-year mine life, 112.632 million tonnes of potash ore have been mined and hoisted to produce 35.486 million tonnes of finished potash product (from startup in 1968 to December 31, 2017). Given this level of sustained production over 49 years, basic mineralogical processing and prospective metallurgical testing of Cory potash is not relevant.

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viii) Mineral Resource and Mineral Reserve Estimates

Definitions of Mineral Resource

See “5.3 – Mineral Projects – a) Allan Potash Operations – viii) Mineral Resource and Mineral Reserve Estimates – Definitions of Mineral Resource” for an overview of CIM’s mineral resource categories and the Company’s general characterization of mineral resources categories for its potash mines.

The Cory mine began production in 1968 and no further core drilling has been carried out since then. Instead, exploration involved collecting surface seismic data, which became better in quality over the years. Exploration drilling has demonstrated the presence of the potash horizon, and seismic coverage shows the continuity of the Prairie Evaporite Formation within which the potash horizon occurs.

Along with this approach, analysis of in-mine samples for potash grade has provided an observation-based understanding of the potash mineralized zone at Cory that is far superior to the level of understanding provided by any surface drilling based exploration program. The authors believe that this approach provides a body of information that guides and constrains exploration inferences in a much better way than could be achieved from any conventional exploration investigation in areas immediately surrounding, and contiguous to, the Cory potash mine.

Mineral Resource Estimates

Based on the definitions and guidelines described above, all mineral rights leased or owned by the Company, and within the Cory Crown lease, are assigned to one of the three mineral resource categories.

The mineral resources for Cory, as of December 31, 2017 are as follows:

Cory A Zone:
Inferred Resource	1,309	millions of tonnes
Indicated Resource	445	millions of tonnes
Measured Resource	978	millions of tonnes
Total A Zone Resource	2,732	millions of tonnes
Cory B Zone:
Inferred Resource	1,316	millions of tonnes
Indicated Resource	447	millions of tonnes
Measured Resource	1,345	millions of tonnes
Total B Zone Resource	3,108	millions of tonnes
Total for Cory (A Zone + B Zone):
Inferred Resource	2,625	millions of tonnes
Indicated Resource	892	millions of tonnes
Measured Resource	2,323	millions of tonnes
Total A Zone + B Zone Resource	5,840	millions of tonnes

The average mineral grade of the Cory A Zone mineral resource is 22.5% K₂O equivalent, and was determined from 4,590 in-mine samples at Cory. The average mineral grade of the Cory B Zone mineral resource is 20.3% K₂O equivalent, and was determined from 20,230 in-mine samples at Lanigan mine where the B Zone has been extensively mined.

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The tonnage reported in the Cory A Zone measured resource is comprised of the potash that is within 1.6 km (1 mile) of a physically sampled location (i.e. drillholes or mine workings). Also included as measured resource is the potash that is left behind as pillars in mined-out areas of the Cory mine. In a potash mine, it is common practice to consider mining remnant pillar mineralization using solution methods after conventional mining is complete, or after a mine is lost to flooding. The Patience Lake mine was successfully converted from a conventional mine to a solution mine after being lost to flooding in 1989. Since conversion to a solution mine is not anticipated in the near future at Cory, in-place pillar mineralization remains as a mineral resource rather than a mineral reserve at this time.

Definitions of Mineral Reserve

See “5.3 – Mineral Projects – a) Allan Potash Operations – viii) Mineral Resource and Mineral Reserve Estimates – Definitions of Mineral Reserve” for an overview of CIM’s mineral reserve categories and the Company’s general characterization of mineral reserve categories for its potash mines.

Along with this approach, analysis of in-mine samples for potash grade has provided us with an observation-based understanding of the potash mineralized zone at Cory that is far superior to the level of understanding provided by any surface drilling based exploration program. An understanding of the amount of ore that can be conventionally mined from the Measured Resource category using current mining practices comes from nearly 50 years of potash mining experience at Cory.

Mineral Reserve Estimates

Using the definitions outlined above, part of the Cory A Zone measured resource has been converted to mineral reserve. The assigned mineral reserve category is dependent on proximity to sampled mined entries also described above. An overall extraction rate for the Cory mine has been applied to the area outlined as measured resource.

The overall extraction rate at the Cory mine is 27%. It was derived by dividing the total tonnes mined to date by the tonnage equivalent of the total area of the mine workings (i.e. the perimeter around the mine workings) less future mining blocks. Since an extraction rate has been applied, mineral reserves are considered recoverable ore, and are reported as such.

Note that only drillholes whose 1.6 km radii are contiguous to mine workings or the 1.6 km radius placed around mine workings are used to compute probable mineral reserve. The remaining non-contiguous drillholes remain in the measured resource category.

The mineral reserves for Cory as of December 31, 2017 are as follows:

Cory A Zone:
Probable Reserve	170	millions of tonnes
Proven Reserve	79	millions of tonnes
Total A Zone Reserve =	249	millions of tonnes
Cory B Zone:
Probable Reserve	nil
Proven Reserve	nil
Total B Zone Reserve =	nil
Total for Cory (A Zone + B Zone):
Probable Reserve	170	millions of tonnes
Proven Reserve	79	millions of tonnes
Total A Zone and B Zone Reserve =	249	millions of tonnes

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The average mineral grade of the Cory A Zone Mineral Reserve is 22.5% K₂O equivalent, and was determined from 4,590 in-mine samples at Cory.

ix) Mining Operations

All conventional potash mines in Saskatchewan operate at 900m to 1200m below surface within 9m to 30m of the top of the Prairie Evaporite Formation. Over the scale of any typical Saskatchewan potash mine, potash beds are tabular and regionally flat-lying, with only moderate local variations in dip. At Cory, potash ore is mined using conventional mining methods, whereby:

• Shafts are sunk to the potash ore body;

• Continuous mining machines cut out the ore, which is hoisted to surface through the production shaft;

• Raw potash is processed and concentrated in a mill on surface; and

• Concentrated finished potash products.

Sinking of the two original shafts (Shaft #1 and Shaft #2) from surface to the potash zone was completed in 1968, and the first potash ore was hoisted in the fall of that year. The Cory mine has run on a continuous basis since the first ore was hoisted in 1968, other than short-term shutdowns taken for inventory management purposes or occasional plant maintenance and construction work.

In recent years, the Cory mine underwent a major expansion which brought the nameplate capacity up to 3.0 million tonnes of finished potash products per year. However, in 2014 the operational capability of the Cory facility was reduced to 1.4 million tonnes per year due to market conditions. In October 2017, Cory reverted to a pure crystallization plant producing only white potash products, and further curtailing production to 0.8 million tonnes per year.

Virtually all Cory underground mining rooms are in one potash mineralized zone, the upper layer (or A Zone) of the Patience Lake Member of the Prairie Evaporite Formation (the host evaporite salt). In contrast, some potash mines further east in Saskatchewan mine in a different potash layer, the Esterhazy Member of the Prairie Evaporite Formation. At Cory, mine elevations range from approximately 980 m to 1045 m, averaging approximately 1010m. These depths to A Zone potash mineralization are anticipated over most of the Cory lease area. Mine workings are protected from aquifers in overlying formations by approximately 14 m of overlying salt and potash beds, along with salt plugged porosity in the Dawson Bay Formation, a carbonate layer lying immediately above potash hosting salt beds.

The Cory mine is a conventional underground mining operation whereby continuous mining machines are used to excavate the potash ore by the stress-relief mining method. Continuous conveyor belts transport ore from the mining face to the bottom of the production shaft. The highest mineral grade section of the Cory potash seam is approximately 3.35 m (11 feet) thick, with gradations to lower grade salts immediately above and below the mining horizon. The actual mining thickness at Cory is dictated by the height of continuous boring machines used to cut the ore. Five older borers are designed to cut at a thickness of 3.35 m (11 feet) and five new borers are designed to cut 3.65 m (12 feet).

Cory cuts to a marker (clay) seam that is slightly above the high- grade mineralized zone to establish a safe and stable mine roof. The top marker seam is slightly overcut by 10 to 20 cm. Clay seams are often planes of weakness, and if they are undercut, material immediately below the clay seam becomes a hazard as it may separate and fall. Since the hazard must be remediated prior to proceeding, thus slowing production, the moderately diluted mineral grade that results from the overcutting is preferable from a safety point of view.

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Conservative local extraction rates (never exceeding 45% in any mining block) are employed at all Saskatchewan mines, including Cory, in order to minimize potential detrimental effects of mining on overlying strata; this is common practice in flat-lying, tabular ore bodies overlain by water-bearing layers.

From the shaft bottom, potash ore is hoisted approximately 1000 m from the potash level through the vertical shafts to a surface mill. In addition to hoisting potash ore to surface, the production shaft provides fresh air ventilation to the mine and serves as a secondary egress. The Service Shaft is used for service access, and exhausting ventilation from the mine.

Over the 49-year mine life, 112.632 million tonnes of potash ore have been mined and hoisted at Cory to produce 35.486 million tonnes of finished potash products (from startup in 1968 to December 31, 2017). The life-of-mine average concentration ratio (raw-ore/MOP-product) is 3.17 and the overall extraction rate over this time period is 27%.

x) Processing and Recovery Operations

At Cory, potash ore has been mined and concentrated to produce saleable quantities of high- grade finished potash products since 1968. At present, only concentrated white potash products (near-pure KCl) are produced at Cory; these include high-grade specialized white soluble potash, white granular, chicklets, and prills. These products have industrial, agricultural, and feed applications.

The crystallization method is used to concentrate potash ore into finished potash products at the Cory mill. A simplified process flow diagram. Raw potash ore is processed on surface, and concentrated white potash products are sold and shipped to markets in North America and offshore.

Over the past three years, production of finished potash products at Cory was:

• 2015: 1.508 million tonnes finished potash products at 61.45% K₂O (average grade)

• 2016: 1.241 million tonnes finished potash products at 61.56% K₂O (average grade)

• 2017: 0.988 million tonnes finished potash products at 61.96% K₂O (average grade)

Over the past decade, actual mill recovery rates have been between 66.4% and 75.6%, averaging 72.0%. Mill recoveries at Cory are lower than at other Nutrien plants because a larger portion (now all) of Cory’s total production is made through the crystallization process.

Given the long-term experience with potash geology and actual mill recovery at Cory, no fundamental potash milling problems are anticipated in the foreseeable future.

Quality control testing and monitoring geared towards fine-tuning and optimizing potash milling and concentrating processes are conducted on a continual basis at all Nutrien mine sites and at Nutrien research facilities. At Cory, this is no exception; test work to optimize circuit performance and ensure product quality is carried out on an ongoing basis.

xi) Infrastructure, Permitting and Compliance Activities

Project Infrastructure

Infrastructure is in place to meet current and projected requirements for transportation, energy (electricity and natural gas), water and process materials at Cory.

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The Cory mine is served by a number of villages within 50 kilometres of the mine site. The nearest city is Saskatoon (approximately 7 km distant).

The Cory surface facilities are accessed by existing paved roads and highways that are part of the Saskatchewan Provincial Highway System. All potash product is shipped by rail over existing track.

At present, high-voltage power capacity at Cory is 52 MVA. The ten-year projection of power utilization indicates that the utility can meet all foreseeable future demand.

The Cory operation requires a sustained fresh water supply for the milling process which is provided by a waterline from the South Saskatchewan River (approximately 10 km distant). This water supply provides a sustainable source of process water for Cory milling operations without having any impact on other users of water in the area.

Environmental Studies, Permitting and Compliance Activities

The tailings management strategy at all Nutrien potash mines in Saskatchewan, including Cory, is one of sequestering solid mine tailings in an engineered and provincially licensed TMA near the surface plant site. The Cory TMA currently covers an area of approximately 416 hectares (1027 acres) of land owned by the Company. Solid potash mine tailings typically consist of 85 % to 95 % rock-salt (NaCl) and 5 % to 15 % insolubles (carbonate mud = CaCO₃, anhydrite mud = CaSO₄, and clays like chlorite, illite, and so on). An engineered slurry-wall has been constructed on the north, west, and south sides of the Cory TMA in the areas where near-surface aquifers could be impacted by mine waters. Near-surface geology to the east of the TMA limits the possibility of brine migration into these areas. The slurry-wall provides secondary containment of any saline mine waters, stopping these brines from reaching surrounding near-surface aquifers. Areas surrounding the Cory TMA are closely monitored; this includes everything from daily visual perimeter inspections to annual investigations and inspections of surrounding groundwater and aquifers.

Cory currently operates four brine disposal wells near the surface plant of the Cory mine where clear salt brine (i.e. no silt, clay-slimes, or other waste) is borehole- injected into the Winnipeg / Deadwood Formations, deep subsurface aquifers approximately 1500 m to 1700 m below surface. The groundwater in these extensive deep aquifers is naturally saline.

Emissions to air (mostly salt dust and potash dust) are kept below regulatory limits through various modern air-pollution abatement systems (e.g., dust collection systems built into mill processes) that are provincially licensed. This same procedure is followed at all Nutrien mines in Saskatchewan.

The Cory operation requires a sustained fresh water supply for the milling process which is provided by a waterline from the South Saskatchewan River (approximately 10 km distant). This water supply is provincially licensed and provides a sustainable source of process water for Cory milling operations without having any impact on other users of water in the area. In Saskatchewan, all potash tailings management activities are carried out under an “Approval to Operate” granted by the Saskatchewan MOE, the provincial regulator. The Cory mine is in compliance with all regulations stipulated by the Environmental Protection Branch of MOE. The current Cory Approval to Operate has been granted to June 30, 2018, the renewal date.

In terms of long-term decommissioning, environmental regulations in the Province of Saskatchewan require that all operating potash mines in Saskatchewan create a long-term decommissioning and reclamation plan that will ensure all surface facilities are removed, and the site is left in a chemically and physically stable condition once mine operations are complete. PotashCorp has conducted numerous studies of this topic, and the most recent decommissioning and reclamation plan for Cory

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was approved by MOE technical staff in October 2016. Because the current expected mine life for Cory is many decades into the future, it is not meaningful to come up with detailed engineering designs for decommissioning at present. Instead, decommissioning plans are reviewed every five years, and updated to accommodate new ideas, technological change, incorporation of new data, and adjustments of production forecasts and cost estimates. Any updated decommissioning and reclamation reports generated by this process are submitted to provincial regulatory agencies. For Cory, a revised decommissioning and reclamation plan is required in July 2021.

In addition to the long-term decommissioning plan, provincial regulations require that every potash producing company in Saskatchewan set up an Environmental Financial Assurance Fund, which is to be held in trust for the decommissioning, restoration and rehabilitation of the plant site after mining is complete. This fund is for all mines operated by Nutrien in the province of Saskatchewan (i.e. Vanscoy, Cory, Patience Lake, Allan, Lanigan and Rocanville).

xii) Capital and Operating Costs

The Cory mine has been in operation since 1968; in the years immediately preceding this, major capital investment was made to bring this mine into production. Since then, capital expenditures were made on a regular and ongoing basis to sustain production, and to expand production from time to time.

A major refurbishment and expansion of the Cory mine was completed in 2012, increasing nameplate capacity to 3.0 million tonnes of finished potash products per year. This work involved enhancement of hoists and shaft conveyances, major expansions of both mine and mill, improvements to loadout facilities, and some infrastructure improvements. Total capital expenditure for this expansion work was CDN $ 1.65 billion. All construction was carried out without significant disruption to existing potash production from the site.

In December 2013, operational changes were announced that reduced the operational capability of the Cory facility to 1.4 million tonnes per year. This was in response to market conditions and to optimize the Company’s lowest cost operations. In October 2017, Cory reverted to a pure crystallization plant producing only white potash products, and further curtailing production to 0.8 million tonnes per year.

xiii) Exploration, Development and Production

In recent years the Cory mine underwent a major expansion which brought the nameplate capacity up to 3.0 million tonnes of finished potash products per year. In December 2013, operational changes were announced that reduced the operational capability of the Cory facility to 1.4 million tonnes per year. This was in response to market conditions and to optimize the Company’s lowest cost operations. In October 2017, Cory reverted to a pure crystallization plant producing only white potash products, and further curtailing production to 0.8 million tonnes per year.

Potash production in any given year at the Cory mine is a function of many variables, so actual production in any given year can vary dramatically from tonnages produced in previous years. The Mineral Reserve tonnage and historic average production are used to estimate remaining mine life. If the average mining rate seen over the past three years (4.325 million tonnes of potash ore mined and hoisted per year) is sustained, and if Mineral Reserves remain unchanged, then the Cory mine life is 58 years from December 31, 2017.

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c) Lanigan Potash Operations

Certain scientific and technical information regarding our Lanigan potash operations is based on the technical report titled “National Instrument 43-101 Technical Report on Lanigan Potash Deposit (KLSA 001B), Saskatchewan, Canada” dated effective December 31, 2017 (the “Lanigan Technical Report”) prepared by Craig Funk, P. Eng., P.Geo., who is a “qualified person” as defined in NI 43-101. The Lanigan Technical Report has been filed with the securities regulatory authorities in each of the provinces of Canada and furnished to the SEC. Portions of the following information are based on assumptions, qualifications and procedures that are not fully described herein. References should be made to the full text of the Lanigan Technical Report.

i) Project Description, Location and Access

The Lanigan mine is located in central Saskatchewan, approximately 100 kilometers east of the city of Saskatoon, Saskatchewan. The Legal Description (Saskatchewan Township/Range) of the Lanigan surface operation is Section 28 Township 33 Range 23 West of 2^nd Meridian. More precisely, the Lanigan Shaft #2 collar is located at:

• Latitude: 51 degrees 51 minutes 20.48 seconds North

• Longitude: 105 degrees 12 minutes 34.79 seconds West

• Elevation: 535.34 metres above mean Sea Level (SL)

• Easting: 485560.306m

• Northing: 5745008.726m

• Projection: UTM

• Datum: NAD83

• Zone: 13

The Company owns approximately 3,763 hectares (9,299 acres) of surface rights required for current Lanigan mine operations, including all areas covered by the existing surface plant and tailings management area, and all surface lands required for anticipated future Lanigan mine and expanded milling operations.

Mineral rights at Lanigan are mined pursuant to mining leases with the Crown, and with Freehold mineral rights owners. Crown mineral rights are governed by The Subsurface Mineral Tenure Regulations, 2015, and Crown leases are approved and issued by the Saskatchewan Ministry of the Economy.

The original Lanigan Crown subsurface mineral lease, numbered KL 100, was entered into in March 1964. A minor amendment to this lease in September 1989 resulted in KL 100R. In November 2009, a large area of land was added to the lease resulting in KLSA 001. Shortly after that, in June 2011, a minor amendment to the lease resulted in KLSA 001A. KLSA 001B was issued in September 2014 when portions of the adjacent exploration permits, granted in September 2011, were added to the lease. Finally, in November 2015, a minor change to the lease resulted in KLSA 001C.

KLSA 001C covers an area of approximately 56,328 hectares (139,190 acres), At Lanigan, the Company has leased potash mineral rights for 38,188 hectares (94,365 acres) of Crown land and owns or has leased approximately 17,913 hectares (44,265 acres) of Freehold land within the lease boundary. The Lanigan Crown lease term is for a period of 21 years from March 2006, with renewals (at the Company’s option) for 21-year periods. Freehold lands also remain under lease providing, generally, that production is continuing and that there is a continuation of the Crown lease.

Within the Lanigan Crown lease area, 55,950 hectares (138,256 acres) are mined pursuant to unitization agreements with mineral rights holders (Crown and Freehold) within two unitized areas. Lanigan Unit Area #1 includes 19,990 hectares (49,395 acres), while Lanigan Unit Area #2 includes 35,961 hectares (88,861 acres).

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The Lanigan mine surface facilities are accessed by an existing paved road that is part of the Saskatchewan Provincial Highway System. All potash product is shipped by rail over existing track.

The Lanigan mine is served by a number of villages within 50 kilometres of the mine site. The nearest cities are Humboldt (approximately 45 km north of Lanigan) and Saskatoon (approximately 100 km west of Lanigan). The topography is relatively flat, with gently rolling hills and occasional valleys. There are no rivers or other major watercourse channels near the Lanigan mine site.

ii) History

See “5.3 – Mineral Projects – a) Allan Potash Operations – iii) Geological Setting, Mineralization and Deposit Types – Geological Setting and Mineralization” above for a general overview of geological setting and mineralization for potash mines in Saskatchewan.

Exploration drilling for potash in the Lanigan area was carried out in the 1950s and 1960s. The Lanigan mine was built by a company named Alwinsal Potash of Canada Ltd., a consortium of German and French mining and fertilizer companies. Potash production began at Lanigan in 1968 and the mine has run on a continuous basis since then (other than short-term shutdowns taken for inventory management purposes or occasional plant maintenance and construction work). PotashCorp acquired the Lanigan mine in 1976.

Mill rehabilitation, mine expansion and hoist improvement projects were completed at Lanigan between 2005 and 2010. The expansion construction was carried out without significant disruption to existing potash production from the site.

Both flotation and crystallization methods are used at Lanigan to produce granular, standard and suspension grade potash for agricultural use. The current annual nameplate capacity at Lanigan is 3.8 million tonnes and the current annual operational capability is 2.0 million tonnes of concentrated finished potash products.

iii) Geological Setting, Mineralization and Deposit Types

Geological Setting and Mineralization

See “5.3 – Mineral Projects – a) Allan Potash Operations – iii) Geological Setting, Mineralization and Deposit Types – Geological Setting and Mineralization” above for a general overview of geological setting and mineralization for potash mines in Saskatchewan.

Deposit Type

There are three mineable potash members within the Prairie Evaporite Formation of Saskatchewan. Stratigraphically highest to lowest, these members are: Patience Lake, Belle Plaine, and Esterhazy.

The Lanigan potash deposit lies within the Patience Lake Member of Prairie Evaporite Formation. There are two potash seams named A Zone and B Zone within this Member; both the A Zone and B Zone are being mined at Lanigan. The Belle Plaine potash member is present at Lanigan but is not economically mineable, while the Esterhazy Member is poorly developed and not economically mineable.

Lanigan potash mineralization occurs at an average of about 990 m depth below surface. Salt cover from the top of the A Zone mining horizon to overlying units is approximately 7 metres thick, and salt cover from the top of the B Zone mining horizon to overlying units is approximately 14 metres thick. The Lanigan mine operates as a conventional, underground potash mine.

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iv) Exploration

Before the Lanigan mine was established in 1968, all exploration consisted of drilling from surface and analysis of core from these drillholes. Since mining began in 1968, there have been just seven potash test holes; two of which targeted seismic (geological) anomalies as part of a seismic data verification process. A map showing potash exploration coverage at Lanigan Potash (drillholes, 2D and 3D seismic coverage).

In most of southern Saskatchewan, potash mineralization is in place wherever Prairie Evaporite Formation salts exist, are flat-lying, and are undisturbed. Since the surface seismic exploration method is an excellent tool for mapping the top and bottom of Prairie Evaporite salts, this has become the main potash exploration tool in any existing Saskatchewan subsurface (potash) mineral lease. Historically, 2D seismic, and now the more accurate 3D seismic methods are used to map continuity and extent of potash beds in flat-lying potash deposits. Seismic data are relied upon to identify collapse structures that must be avoided in the process of mine development since these structures can act as conduits for water. As a result, isolation pillars or mining buffer zones are left around these anomalous features. This practice reduces the overall mining extraction ratio, but the risk of inflow to mine workings are effectively mitigated.

A total of 621 linear kilometres of 2D seismic lines have been acquired at Lanigan. A total of 520 square kilometres of 3D seismic have been acquired at Lanigan between 1988 and 2017. The most recent seismic survey was conducted in 2017 and accounted for 10 square kilometres of the total square kilometres stated above.

Experience has shown that the potash mining zone is continuous when seismic data are undisturbed and flat-lying. Surface seismic data are generally collected three to five years in advance of mining. Any area recognized as seismically unusual is identified early, and mine plans are adjusted to avoid these regions.

v) Drilling

For the original Lanigan potash test holes drilled in the 1950s and 1960s, the primary objective of this drilling was to sample the potash horizons to establish basic mining parameters. Seismic surveys (2D) were done sparingly in those days, so the drillhole information was relied upon heavily to evaluate potash deposits. Test holes would penetrate the evaporite section with a hydrocarbon based drilling mud (oil-based or diesel fuel) to protect the potash mineralization from dissolution. Basic geophysical well-logs were acquired, and in many cases, drill stem tests were run on the Dawson Bay Formation to help assess mine inflow potential. Core samples from the targeted potash intersections were split or quartered (cut with a masonry saw) crushed and analysed to establish potash grades.

Drilling activity was limited at Lanigan during the 1970s. In 1973, a single exploration drillhole was completed, although assay results proved to be unusable. Subsequently, in 1975, a second salt water disposal well, from which assay data were taken, was constructed.

In 1981, further exploration drilling was carried out at Lanigan as part of a mine expansion project. Five additional drillholes were completed, following similar drilling and sampling methodologies as the original 1950s and 1960s drillholes. Geophysical well-logging technology had improved and therefore the log suites collected in the 1981 drill program were of better quality than those collected previously. A 2D seismic survey had been carried out prior to the 1981 drilling program. Two of the five drillholes completed in 1981 targeted seismic (geological) anomalies as part of a seismic data verification process. The anomalies were confirmed and areas around these drillholes were excluded from mine development.

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Relatively thin interbeds or seams, referred to as clay seams in the potash industry, are an ever- present component of the A Zone and B Zone at Lanigan. These seams, along with the clay or clay-like material disseminated throughout the rock, make up the water insoluble portion of the mineralized horizons. The same sequences of clay seams can be correlated for many kilometres across the central Saskatchewan potash mining district.

At Lanigan, a particular sequence of two clay seams marks the top of the A Zone. A distinct clay seam marks the top of the B Zone; this clay seam is immediately overlain by a much less consistent clay seam referred to as Shadowband at Lanigan. In 2013, Lanigan modified its cutting practices in the B Zone to improve mine roof stability. This modification involved cutting a slightly higher horizon, just above Shadowband, thus removing the hazard associated with the seam. The goal of improved mine roof stability was achieved; however, less potash and more salt is now being mined resulting in a slightly lower reported ore grade for B Zone.

The clay seams are used to guide the vertical positioning of the mining machine. The uppermost portion of the sequence of three seams is maintained at the top of the mining cut to keep the cutting “on grade”. Cutting too high above this upper seam or top marker results in dilution, as lower grade material immediately overlies the production zone. In practice though, the top marker seam is slightly overcut (between 10 cm to 20 cm) to prevent an unstable condition from being created. Clay seams are often planes of weakness, and if they are undercut, material immediately below the clay seam becomes a hazard as it may separate and fall. Since the hazard must be remediated prior to proceeding, thus slowing production, the moderately diluted mineral grade that results from the overcutting is preferable from a safety point of view.

The A Zone mining interval is fixed at 3.66 m (12 feet). B Zone mining machines have a fixed mining height of 2.74 m (9 feet). In a normal B Zone production room, ore is extracted in two lifts resulting in a mining height of approximately 4.88 m (16 feet). These mining heights allow for comfortable working headroom and efficient extraction of potash ore.

Drill core assay results were studied by independent consultant David S. Robertson and Associates (1976) and by Nutrien technical staff. Results are found in Table C below. The best 3.66 m (12 feet) mining interval in A Zone, and the best approximately 4.88 m (16 feet) mining interval in B Zone was determined from the assay values in each potash test well, using clay marker seams as a guide. Note that while B Zone drillhole assays were derived using intervals of between 4.07 m to 7.30 m averaging 5.08 m, a more conservative mining height of 4.88 m is used for mineral resource and reserve estimates.

The original Lanigan exploration area was explored with 12 test holes spaced at intervals of 1.6 km to 3.4 km (1 – 3 miles). In total, 27 potash test holes have been drilled within Lanigan lease KLSA 001C, but only 19 are used in the average ore grade calculation for A Zone in Table C, and only 19 are used in the average ore grade calculation for B Zone in Table C. Certain drillholes within KLSA 001C were not assayed, while others intersected abnormal geology whereby a normal potash zone could not be picked given the limited data available and, therefore, the resulting % K₂O and % water insoluble content could not be evaluated with confidence.

Drillhole assay data for the A Zone at Lanigan gives an estimated mean grade of 25.29% K₂O with 5.78% water insolubles. Drillhole assay data for B Zone at Lanigan gives an estimated mean grade of 23.21% K₂O with 5.59% water insolubles.

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Due to the remarkably consistent mineralogy and continuity of the resource, as experienced through 49 years of mine production, very little potash exploration drilling has been done at Lanigan since 1961. Instead of exploration drillholes, seismic surveying has been relied upon more and more to explore ahead of mine development. Where normal Prairie Evaporite sequences are mapped in the seismic data, potash beds have unfailingly been present. Localized, relatively small mine anomalies, not mapped in seismic data do occur. When they do, they are dealt with in the normal course of mining and extraction through these anomalous areas is typically minimized. Anomalies associated with possible water inflow problems, which are mapped in the seismic data, are avoided.

(Remainder of page intentionally left blank. Table C starts on next page)

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Table C: Assay results for all potash test holes within Lanigan Lease KLSA 001C.

Location	Year Drilled		A Zone						B Zone
			Interval (m)		% K2O Equiv.		% Water Insol.		Interval (m)		% K2O Equiv.		% Water Insol.
01-29-033-22 W2		1955		3.66		27.68		6		5.49		*		*
13-34-033-23 W2		1956		—		*		*		—		*		*
16-12-034-24 W2		1956		—		*		*		4.51		25.77		*
12-24-034-23 W2		1957		3.66		25.61		2.78		5.12		18.51		2.37
04-28-033-23 W2		1958		3.66		25.87		2.13		4.85		25.75		6.3
04-29-032-22 W2		1959		—		*		*		—		*		*
13-11-033-23 W2		1959		3.66		21.17		9.65		4.16		26.85		5.5
09-26-033-23 W2		1959		3.66		27.33		2.24		4.51		25.18		6.6
03-10-034-23 W2		1959		3.66		22.06		*		4.07		23.97		5.7
01-10-033-24 W2		1959		3.66		27.32		*		4.92		24.58		4.2
04-24-033-24 W2		1959		3.66		25.68		1.91		5.19		24.02		5
13-18-033-22 W2		1960		3.66		26.29		7.1		4.72		22.84		8.15
08-02-033-23 W2		1960		3.66		26.93		7.1		7.59		15.73		5.25
12-04-033-23 W2		1960		3.66		26.53		6.54		4.76		24.61		5.8
12-16-033-23 W2		1960		3.66		23.87		8.4		4.31		25.89		4.2
09-22-033-23 W2		1960		3.66		29.45		5.69		5.04		25.15		6.8
02-30-033-23 W2		1960		—		*		*		—		*		*
13A-30-033-23 W2		1960		3.66		25.36		8.88		7.3		14.79		3.51
01-12-033-24 W2		1960		3.66		24.72		7.33		5.02		26.62		4.8
12-04-033-23 W2		1961		—		*		*		—		*		*
08-03-033-23 W2		1973		—		*		*		—		*		*
01-20-033-23 W2		1975		—		*		*		5.96		22.4		5.6
04-07-033-22 W2		1981		3.66		22.8		4.15		—		*		*
03-26-032-23 W2		1981		3.66		20.59		6.21		4.57		18.8		7.17
04-28-032-23 W2		1981		3.66		25.67		*		4.94		25.59		6.88
16-25-033-23 W2		1981		—		*		*		—		*		*
13-25-032-24 W2		1981		3.66		25.57		6.4		4.88		24.01		6.8
Average (of usable values):				3.66		25.29		5.78		5.10		23.21		5.59

Italicized numbers from Robertson Associates 1976

* Assay sampling incomplete. In drillholes that intersected abnormal potash geology, a normal potash zone could not be picked given the limited data available and, therefore, the resulting % K2O and % water insoluble content could not be evaluated with confidence.

vi) Sampling, Analysis and Data Verification

Analysis of Exploration Data

Exploration in the Lanigan area was conducted in the 1950s and 1960s. A second phase of drilling associated with a mine expansion project occurred in 1981. Sampling and assaying of potash core samples was done using methods considered consistent with standard procedures for potash exploration at these times.

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Drillhole sampling methods have remained essentially the same over the years. Potash core samples are acquired as described in earlier sections of this report. Short segments of core usually about 0.3 m (1 foot) in length are labeled based on visible changes in mineralization, and sometimes based on more or less fixed intervals. Each segment of core is then split using some type of rock or masonry saw. The split portion of core is then bagged and labeled and sent to a laboratory for chemical analysis. Historical potash samples remain stored at the Subsurface Geological Laboratory (Regina, Saskatchewan) of the Saskatchewan Ministry of the Economy. Most of these have deteriorated substantially.

Regarding quality assurance for analytical results of in-mine samples, the Company participates in the SPPA Sample Exchange Program to monitor the accuracy of analytical procedures used in its labs. In the early 1970s, the SPPA initiated a round-robin Sample Exchange Program, the purpose of which was to assist the potash laboratories in developing a high level of confidence in analytical results. This program has continued up to the present, and participants include all major Canadian potash mine site labs, the Nutrien Pilot Plant Lab, and an independent surveyor lab. The Sample Exchange Program provides the participants with three unknown potash samples for analysis four times per year. Results for the unknown sample analysis are correlated by an independent agency that distributes statistical analysis and a summary report to all participants. Completed SPPA samples can be used for control standards as required in QA/QC sections of standard analytical procedures.

The Nutrien Pilot Plant is secured in the same way as modern office buildings are secured. Authorized personnel have access and visitors are accompanied by staff. No special security measures are taken beyond that. Currently, no external laboratory certification is held by the Nutrien Pilot Plant. On occasion, product quality check samples are sent to the Saskatchewan Research Council, a fully certified analytical facility.

Mean Potash Mineral-Grade from In-Mine Samples

In the Lanigan A Zone, in-mine grade samples are taken from the floor at the start of every cutting sequence. This is equivalent to a sample taken approximately every 23 m (76 feet) in production panels, and a sample taken approximately every 47 m (155 feet) in development panels. Since mining began in the A Zone in 2007 through to the end of December 2017, a total of 1,485 in-mine potash mineral grade samples have been collected from the Lanigan A Zone. All samples were analysed in the Lanigan mill laboratory using up-to-date analysis techniques. The median ore grade for this family of in-mine samples is 24.5% K₂O equivalent and the mean ore grade is 23.5%.

In the Lanigan B Zone, in-mine grade samples are taken from the floor every 60 m (200 feet) in newly mined rooms. In-mine grade data is available from 1999 through to the end of December 2017. A total of 20,230 in-mine potash mineral grade samples have been collected from the Lanigan B Zone. All samples were analysed in the Lanigan mill laboratory using analysis techniques that were up-to-date for the era in which the sample was collected. The median ore grade for this family of in-mine samples is 20.8% K₂O equivalent and the mean ore grade is 20.3%.

In 2013, Lanigan modified its cutting practices in the B Zone to improve mine roof stability. This modification involved cutting in a slightly higher, but more stable horizon. The goal of improved mine roof stability was achieved, however, less potash and more salt is now being mined resulting in a slightly lower reported ore grade for B Zone.

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Potash Ore-Density from In-Mine Mineral-Grade Measurements

An estimate of in-situ rock density is used to calculate potash mineralization volumes in mineral resource and reserve assessments. A common approach is to determine in-place mineral resource and Reserve volumes (m3) to a certain degree of confidence, then multiply this number by in-situ bulk-rock density (kg/m3) to give in-place mineral resource and reserve tonnes. However, establishing an accurate bulk-rock density value is not an easy or trivial task. Well-log data from drillholes can be used for this if accurate and calibrated well-logs are acquired during exploration drilling. In practical terms, modern well-logs tend to meet these criteria, but historic well-logs (collected before the 1990s) do not. In Saskatchewan, almost all potash exploration drilling took place in the 1950s and 1960s, well before density logs were accurate and reliable.

Another approach is to look up density values for the minerals which constitute potash rock – values determined in a laboratory to a high degree of accuracy and published in reliable scientific journals/textbooks – then apply these densities to the bulk-rock in some way. Given that the density of each pure mineral is quantified and known, the only difficult aspect of this approach is determining what proportion of each mineral makes up the bulk-rock at a particular sample location. This is the methodology that was used to determine an estimate of bulk-rock density for the Lanigan B Zone. An obvious benefit of this approach is that a mean value computed on the distribution (20,230 sample points) has a much greater confidence interval than a mean value computed from 19 drillhole assays.

The main mineralogical components of the ore zones of Saskatchewan’s Prairie Evaporite Formation are:

• Halite – NaCl

• Sylvite – KCl

• Carnallite – KMgCl₃ · 6(H₂O)

• Insolubles – dolomite, muscovite, clinochlore, potassium feldspar, illite, quartz, anhydrite, and other minor mineral components

All Nutrien potash facilities measure and record the in-mine % K₂O grade and insoluble content of the mined rock. In addition, carnallite content is also measured at Lanigan since it can be a component of the lower portion of the B Zone. Selective mining is generally employed when carnallite is encountered in B Zone production mining. This is performed by taking only a single lift with the mining machine through the upper portion of the B Zone mining horizon, leaving much of the carnallite mineralization in the floor unmined. The B Zone carnallite that does remain in the ore stream is accounted for during analysis. From this set of measurements, the density of the ore can be estimated. The required composition and mineral density information for each mineral component is given below (Webmineral Mineralogy Database):

Halite – NaCl

• Na 39.34%

• CL 60.66%

• Oxide form Na₂O 53.03%

• Mineral density 2170 kg/m³

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Sylvite – KCl

• Na 52.45%

• CL 47.55%

• Oxide form Na₂O 63.18%

• Mineral density 1990 kg/m³

Carnallite – KMgCl3 6H2O

• K 14.07%

• Mg 8.75%

• H 4.35%

• Cl 38.28%

• O 34.55%

• Oxide form K₂O 16.95%

• Oxide form MgO 14.51%

• Oxide form H₂O 38.90%

• Mineral density 1600 kg/m³

Insolubles (Lanigan B Zone)

• Component minerals: dolomite, muscovite, clinochlore, potassium feldspar, illite, quartz, anhydrite, and other minor mineral components

• Average density 2870 kg/m³ (Nutrien Pilot Plant, 2018)

Note that the estimate of the value for insoluble density is based on known densities of the constituent parts of the insoluble components of B Zone mineralization and the average occurrence of these insoluble components, which is known from the nearly 50 years of mining experience at Lanigan. Assuming the lowest plausible density of insolubles known for Saskatchewan potash deposits of this nature, the effect upon overall bulk-rock ore density and reserve calculations would be negligible.

The mineral composition of B Zone potash ore is halite, sylvite, carnallite and insolubles. The effect of % K₂O as carnallite is removed from the total % K₂O measurements leaving % K₂O values that are only due to sylvite. From 20,230 Lanigan B Zone in-mine grade samples, raw ore composition is:

% Sylvite	=	30.8 (converted from % K2O)
% Insolubles	=	4.8
% Carnallite	=	4.9

The percent of halite is assumed to be:

% Halite	=	(100 - % Sylvite - % Insol. - % Carnallite)
	=	(100 – 30.8 - 4.8 – 4.9)
	=	59.5

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Applying this methodology, and using these mean grade data gives a mean bulk-rock density for Lanigan B Zone potash of:

RHObulk-rock	=	(Halite density * % Halite) +
		(Sylvite density * % Sylvite) +
		(Carnallite density * % Carnallite) +
		(Insol. density * % Insol.)
	=	(2170 * % Halite) +
		(1990 * % Sylvite) +
		(1600 * % Carnallite) +
		(2870 * % Insol.)
	=	2120
RHObulk-rock (Lanigan B Zone) = 2120 kg/m3

This method is as accurate as the B Zone ore grade measurements and mineral density estimates.

To date, not enough A Zone mining has been carried out at Lanigan to permit the calculation of a proper in-situ bulk-rock potash density based solely on in-mine grade samples. Zone mining has proven successful at Lanigan and takes place in several different geographic locations within the Mineral Lease. Therefore, it is likely that, in the future, enough in-mine samples will be available to support the calculation of an accurate in-situ bulk-rock density for A Zone potash ore. However, in the interim, Allan potash’s in-situ bulk-rock density for A Zone potash is used; this has been calculated using 6,738 in-mine samples from the Allan A Zone:

RHO_bulk-rock (Lanigan A Zone) = RHO_bulk-rock (Allan A Zone) = 2110 kg /m³

This estimate is considered acceptable since both Allan A Zone and Lanigan A Zone are the same potash seam.

Assay Data Verification

Original drill core assays were studied by independent consultant David S. Robertson and Associates (1976). The original assay results for core samples from historical drillholes were taken as accurate in these studies, as there is no way to reliably reanalyse these samples. Most of the remaining samples in storage have long since deteriorated to the point where they are not usable. Nutrien technical staff Jennifer Scott (P. Geo) and Tanner Soroka (P. Geo) reevaluated the historical assay results from the A Zone using a 3.66 m (12 feet) mining interval, the mining height currently used in the Lanigan A Zone. Former Company staff evaluated assay results from potash test holes drilled in 1981.

Ore grades of in-mine samples are measured in-house at the Lanigan mine laboratory by Company staff using modern, standard chemical analysis tools and procedures; an independent agency does not verify these results. However, check sampling through the SPPA program does occur.

It should be noted that assay results from historical drillholes match mine sample results closely — within approximately 0.9% for A Zone and 1.4% for B Zone — even though sample spacing is obviously much greater in the case of drillholes. This fact is a validation of the methodology. Based on 49 years of in-mine experience at Lanigan, historical assay results are considered acceptable and provide a good basis for estimating ore grade in areas of future mining at Lanigan. However, the A Zone mean mineral grade of 23.5% K₂O equivalent determined from 1,485 in-mine grade samples, and the B Zone mean mineral grade of 20.3% K₂O equivalent determined from 20,230 in-mine grade samples is thought to provide the most accurate measurement of potash grade for the Lanigan mine.

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Exploration Data Verification

The purpose of any mineral exploration program is to determine extent, continuity, and grade of mineralization to a certain level of confidence and accuracy. For potash exploration, it is important to minimize the amount of cross-formational drilling, since each drillhole is a potential conduit for subsurface groundwater from overlying (or underlying) water-bearing formations into future mine workings. Every potash test hole from surface sterilizes potash mineralization; a safety pillar is required around every surface drillhole once underground mining commences. This is the main reason that minimal exploration drilling has been carried out at Lanigan in recent years.

Initial sampling and assaying of cores was done during potash exploration at Lanigan in the 1950s and 1960s. Methods were consistent with standard procedures for that era. The mine began production in 1968 and, with the exception of a potash test hole in 1975 and six potash test holes in 1981, no further core drilling has been carried out since then. This approach to potash sampling is in accordance with widely accepted industry practice for areas adjacent and contiguous to an existing operating potash mine.

Assay of physical samples (drillhole cores and/or in-mine samples) is the only way to gain information about mineral grade, but extent and continuity of mineralization are correctly determined using data collected from geophysical surveys correlated with historic drilling information. To date, surface seismic data at Lanigan have been collected, analysed, and verified by Company staff, at times, in cooperation with an independent consultant. Ultimate responsibility for final analyses including depth conversion (seismic depth migration), as well as the accuracy of these data, rests with Nutrien qualified persons.

Data for the mineral reserve and mineral resource estimates for Lanigan mine were verified by Company staff as follows:

• Annual review of potash assay sample information (drillholes and in-mine grade samples);

• Annual review of surface geophysical exploration results (3D and 2D seismic data);

• Annual crosscheck of mined tonnages reported by mine site technical staff with tonnages estimated from mine survey information; and

• Annual crosscheck of mineral resource and reserve calculations carried out by corporate technical staff.

This approach to data verification of potash mineral grade and surface seismic information is in accordance with generally accepted industry practice for areas adjacent and contiguous to an existing operating potash mine.

vii) Mineral Processing and Metallurgical Testing

At Lanigan, potash ore has been mined and concentrated to produce saleable quantities of high-grade finished potash products since 1968. Products include granular, standard and suspension grade potash for agricultural use.

Over the 49-year mine life, 200.784 million tonnes of potash ore have been mined and hoisted to produce 58.314 million tonnes of finished potash product (from startup in 1968 to December 31, 2017). Given this level of sustained production over 49 years, basic mineralogical processing and prospective metallurgical testing of Lanigan potash is not relevant.

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viii) Mineral Resource and Mineral Reserve Estimates

Definitions of Mineral Resources

See “5.3 – Mineral Projects – a) Allan Potash Operations – viii) Mineral Resource and Mineral Reserve Estimates – Definitions of Mineral Resource” for an overview of CIM’s mineral resource categories and the Company’s general characterization of mineral resources categories for its potash mines.

The Lanigan mine began production in 1968, and since then just seven potash exploration drillholes have been drilled in the Lanigan lease area; two of which are unusable for assay analysis. Instead, exploration involved collecting surface seismic data, which became better in quality over the years. Exploration drilling has demonstrated the presence of the potash horizon, and seismic coverage shows the continuity of the Prairie Evaporite Formation within which the potash horizon occurs.

Along with this approach, analysis of in-mine samples for potash grade has provided an observation-based understanding of the potash mineralized zones at Lanigan that is far superior to the level of understanding provided by any surface drilling based exploration program. The authors believe that this approach provides a body of information that guides and constrains exploration inferences in a much better way than could be achieved from any conventional exploration investigation in areas immediately surrounding, and contiguous to, the Lanigan potash mine.

Mineral Resource Estimates

Exploration information used to calculate reported mineral resource tonnages at Lanigan consist of both physical sampling (drillhole and in-mine) and surface seismic (2D and 3D) as discussed in earlier sections. Based on the definitions and guidelines described above, all mineral rights leased or owned by the Company, and within Crown Subsurface Mineral Lease KLSA 001C, are assigned to one of the three mineral resource categories.

Mineral resources are reported as mineralization in-place and are exclusive of mineral reserves. In-place tonnes were calculated for each of the mineral resource categories using the following parameters:

Mining Height (A Zone):	3.66 metres (12 feet)
Mining Height (B Zone):	4.88 metres (16 feet)
Ore Density (A Zone):	2.110 tonnes/m3
Ore Density (B Zone):	2.120 tonnes/m3

The mineral resources for Lanigan, as of December 31, 2017 are as follows:

Lanigan A Zone Resource:
Inferred Resource	671	million tonnes
Indicated Resource	1,345	million tonnes
Measured Resource	2,068	million tonnes
Total A Zone Resource	4,084	million tonnes
Lanigan B Zone Resource:
Inferred Resource	899	million tonnes
Indicated Resource	1,801	million tonnes
Measured Resource	2,629	million tonnes
Total B Zone Resource	5,329	million tonnes

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Total Resource for Lanigan (A Zone + B Zone):
Inferred Resource	1,570	million tonnes
Indicated Resource	3,146	million tonnes
Measured Resource	4,697	million tonnes
Total A Zone + B Zone Resource	9,413	million tonnes

The average mineral grade of the Lanigan A Zone mineral resource is 23.5% K₂O equivalent, and was determined from 1,485 in-mine samples at Lanigan. The average mineral grade of the Lanigan B Zone mineral resource is 20.3% K₂O equivalent, and was determined from 20,230 in- mine samples at Lanigan.

The tonnage reported as Lanigan A Zone measured resource is comprised of both potash ore that is within 1.6 km (1 mile) of A Zone mine workings, and potash ore that is left behind as pillars in mined-out areas of the A Zone at Lanigan. Also included as Lanigan A Zone measured resource is the potash ore within 1.6 km (1 mile) of drillholes for which A Zone assay results are available.

Similarly, the tonnage reported as Lanigan B Zone measured resource is comprised of both potash ore that is within 1.6 km (1 mile) of B Zone mine workings, and potash ore that is left behind as pillars in mined-out areas of the B Zone at Lanigan. Also included as Lanigan B Zone. Measured resource is the potash ore within 1.6 km (1 mile) of drillholes for which B Zone assay results are available.

In a potash mine, it is common practice to consider mining remnant pillar mineralization using solution methods after conventional mining is complete, or after a mine is lost to flooding. The Patience Lake mine was successfully converted from a conventional mine to a solution mine after being lost to flooding in 1989. Since conversion to a solution mine is not anticipated in the near future at Lanigan, in-place pillar mineralization remains as a mineral resource rather than a mineral reserve at this time.

Definitions of Mineral Reserve

See “5.3 – Mineral Projects – a) Allan Potash Operations – viii) Mineral Resource and Mineral Reserve Estimates – Definitions of Mineral Reserve” for an overview of CIM’s mineral reserve categories and the Company’s general characterization of mineral reserve categories for its potash mines.

Along with this approach, analysis of in-mine samples for potash grade has provided an observation-based understanding of the potash mineralized zone at Lanigan that is far superior to the level of understanding provided by any surface drilling based exploration program. An understanding of the amount of ore that can be conventionally mined from the measured resource category using current mining practices comes from nearly 50 years of potash mining experience at Lanigan.

Mineral Reserve Estimates

Using the definitions outlined above, part of the Lanigan A Zone and B Zone measured resource has been converted to mineral reserve. The assigned mineral reserve category is dependent on proximity to sampled mined entries also described above. An overall extraction rate for the Lanigan mine has been applied to the qualifying area outlined as measured resource.

The overall extraction rate at the Lanigan mine is 26%. It was derived by dividing the total tonnes mined to date by the tonnage equivalent of the total area of the mine workings (i.e. the perimeter around the mine workings). Since an extraction rate has been applied, mineral reserves are considered recoverable ore, and are reported as such.

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Currently, in any specific mining block at Lanigan, only one zone is mined (i.e. bi-level mining is not in practice). As such, mineral reserve has been split by ore zone that will be mined in the future; A Zone mineral reserve and B Zone mineral reserve do not overlap. Unmined B Zone potash mineralization directly underlying the defined A Zone mineral reserve is classified as B Zone measured resource. In the same way, unmined A Zone potash mineralization directly overlying the defined B Zone mineral reserve is classified as A Zone measured resource.

Note that only drillholes whose 1.6 km radii are contiguous to mine workings or the 1.6 km radius placed around mine workings are used to compute probable mineral reserve. The remaining non-contiguous drillholes remain in the measured resource category.

The mineral reserves for Lanigan as of December 31, 2017 are as follows:

Lanigan A Zone:
Probable Reserve	197	million tonnes
Proven Reserve	22	million tonnes
Total A Zone Reserve =	219	million tonnes
Lanigan B Zone:
Probable Reserve	212	million tonnes
Proven Reserve	91	million tonnes
Total B Zone Reserve =	303	million tonnes
Total for Lanigan (A Zone + B Zone):
Probable Reserve	409	million tonnes
Proven Reserve	113	million tonnes
Total A Zone and B Zone Reserve =	522	million tonnes

The average mineral grade of the Lanigan A Zone Mineral Resource is 23.5% K₂O equivalent, and was determined from 1,485 in-mine samples at Lanigan. The average mineral grade of the Lanigan B Zone Mineral Resource is 20.3% K₂O equivalent, and was determined from 20,230 in - mine samples at Lanigan.

ix) Mining Operations

All conventional potash mines in Saskatchewan operate at 900 m to 1200 m below surface within 9 m to 30 m of the top of the Prairie Evaporite Formation. Over the scale of any typical Saskatchewan potash mine, potash beds are tabular and regionally flat-lying, with only moderate local variations in dip. At Lanigan, potash ore is mined using conventional mining methods, whereby:

• Shafts are sunk to the potash ore body;

• Continuous mining machines cut out the ore, which is hoisted to surface through the production shaft;

• Raw potash is processed and concentrated in a mill on surface; and

• Concentrated finished potash products (near-pure KCl) are sold and shipped to markets in North America and offshore.

Potash ore was first hoisted at Lanigan in the fall of 1968. The Lanigan mine has run on a continuous basis since then, other than short-term shutdowns taken for inventory management purposes or occasional plant maintenance and construction work.

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Most recently, mill rehabilitation, mine expansion and hoist improvement projects were completed at Lanigan between 2005 and 2010. The expansion construction was carried out without significant disruption to existing potash production from the site. As of December 31, 2017, annual nameplate capacity for Lanigan was 3.8 million tonnes and current annual operational capability is 2.0 million tonnes of finished potash products (concentrated KCl)

Virtually all Lanigan underground mining rooms are in one of two potash mineralized zones within the Patience Lake Member of the Prairie Evaporite Formation (the host evaporite salt). In this Member, there are two potash seams named A Zone (the upper seam) and B Zone (the lower seam); at present, both the A Zone and B Zone are being mined at Lanigan. The A Zone and B Zone are separated by approximately 4m to 6m of tabular salt. In contrast, some potash mines further east in Saskatchewan mine in a different potash layer, the Esterhazy Member of the Prairie Evaporite Formation. At Lanigan, mine elevations range from approximately 940 m to 1030 m, averaging approximately 990 m. These depths to potash mineralization are anticipated over most of the Lanigan lease area. Mine workings are protected from aquifers in overlying formations by approximately 7 m (A Zone) to 14 m (B Zone) of overlying salt and potash beds, along with salt plugged porosity in the Dawson Bay Formation, a carbonate layer lying immediately above potash hosting salt beds.

The Lanigan mine is a conventional underground mining operation whereby continuous mining machines are used to excavate potash ore by the stress-relief mining method in the A Zone and the long-room and pillar mining method in the B Zone. Currently, in any specific mining block, only one zone is mined (i.e. bi-level mining is not in practice). Continuous conveyor belts transport ore from the mining face to the bottom of the production shaft.

The actual mining thickness at Lanigan is dictated by the height of continuous boring machines used to cut the ore. The A Zone mining interval is fixed at 3.66 m (12 feet). The 3.66 m (12 feet) mining height also allows for comfortable working headroom and efficient extraction of potash ore. The thickness of the B Zone mining horizon varies somewhat and there is some flexibility in the thickness of the potash ore that is extracted there. Production mining machines have a fixed mining height of 2.74 m (9 feet). In a normal production room, ore is extracted in two lifts resulting in a mining height of approximately 4.88 m (16 feet).

Carnallite sometimes occurs in minor amounts in the basal part of the B Zone. Carnallite is an undesirable mill feed material. If more than minor amounts of carnallite are detected in the floor after the first lift of a production room in the B Zone, it is left in the floor (i.e. a second lift is not cut). In these instances, the B Zone mining height is just 2.74 m (9 feet). Carnallite is found in trace amounts in the A Zone; however, due to its low occurrence, mining practices remain unchanged when it is encountered.

Mining systems used in both A Zone and B Zone cut to a marker (clay) seam that is slightly above the high-grade mineralized zone to establish a safe and stable mine roof. In both zones, the top marker seam is slightly overcut by 10 to 20 cm. Clay seams are often planes of weakness, and if they are undercut, material immediately below the clay seam becomes a hazard as it may separate and fall. Since the hazard must be remediated prior to proceeding, thus slowing production, the moderately diluted mineral grade that results from the overcutting is preferable from a safety point of view.

In 2013, Lanigan modified its cutting practices in the B Zone to improve mine roof stability. This modification involved cutting in a slightly higher, but more stable horizon. The goal of improved mine roof stability was achieved; however, less potash and more salt is now being mined resulting in a slightly lower reported ore grade for B Zone.

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Conservative local extraction rates (never exceeding 45% in any mining block) are employed at all Saskatchewan mines, including Lanigan, in order to minimize potential detrimental effects of mining on overlying strata; this is common practice in flat-lying, tabular ore bodies overlain by water-bearing layers.

From the shaft-bottom, potash ore is hoisted approximately 1000 m from the potash level through the vertical shafts to a surface mill. In addition to hoisting potash ore to surface, the production shaft provides fresh air ventilation to the mine and serves as secondary egress. The Service Shaft is used for service access, and exhausting ventilation from the mine.

Over the 49-year mine life, 200.784 million tonnes of potash ore have been mined and hoisted at Lanigan to produce 58.314 million tonnes of finished potash products (from startup in 1968 to December 31, 2017). The life-of-mine average concentration ratio (raw ore/finished potash products) is 3.44 and the overall extraction rate over this time period is 26%.

x) Processing and Recovery Operations

At Lanigan, potash ore has been mined and concentrated to produce saleable quantities of high-grade finished potash products since 1968. Products include granular, standard and suspension grade potash for agricultural use.

Both floatation methods and crystallization methods are used to concentrate potash ore into finished potash products at the Lanigan mill. Raw potash ore is processed on surface, and concentrated red potash products are sold and shipped to markets in North America and offshore.

Over the past three years, production of finished potash products at Lanigan was:

• 2015: 1.824 million tonnes finished potash products at 60.96% K₂O (average grade)

• 2016: 2.030 million tonnes finished potash products at 60.72% K₂O (average grade)

• 2017: 1.817 million tonnes finished potash products at 60.92% K₂O (average grade)

Over the past decade, actual mill recovery rates have been between 75.6% and 85.9%, averaging 82.9%.

Given the long-term experience with potash geology and actual mill recovery at Lanigan, no fundamental potash milling problems are anticipated in the foreseeable future.

Quality control testing and monitoring geared towards fine-tuning and optimizing potash milling and concentrating processes are conducted on a continual basis at all Nutrien mine sites and at Nutrien research facilities. At Lanigan, this is no exception; test work to optimize circuit performance and ensure product quality is carried out on an ongoing basis.

Infrastructure is in place to meet current and projected requirements for transportation, energy (electricity and natural gas), water and process materials at Lanigan.

At present, high voltage power capacity at Lanigan is 52 MVA. The ten-year projection of power utilization indicates that the utility can meet all foreseeable future demand. The Lanigan operation requires a sustained fresh water supply for the milling process which is provided by a waterline from the Dellwood Reservoir (approximately 10 km distant) and from a regional aquifer called the Hatfield Valley Aquifer. This water supply provides a sustainable source of process water for Lanigan milling operations without having any impact on other users of water in the area.

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xi) Infrastructure, Permitting and Compliance Activities

The tailings management strategy at all Nutrien potash mines in Saskatchewan, including Lanigan, is one of sequestering solid mine tailings in an engineered and provincially licensed TMA near the surface plant site. The Lanigan TMA currently covers an area of approximately 708 hectares (1,750 acres) of land owned by the Company. Solid potash mine tailings typically consist of 85% to 95% rock-salt (NaCl) and 5% to 15% insolubles (carbonate mud = CaCO₃, anhydrite mud = CaSO₄, and clays like chlorite, illite, and so on). An engineered slurry-wall has been constructed on the south and south-west sides of the Lanigan TMA in the areas where near-surface aquifers could be impacted by mine waters. Near-surface geology on all other sides of the TMA limits the possibility of brine migration into these areas. The slurry-wall provides secondary containment of any saline mine waters, stopping these brines from reaching surrounding near-surface aquifers. Areas surrounding the TMA are closely monitored; this includes everything from daily visual perimeter inspections to annual investigations and inspections of surrounding groundwater and aquifers.

In Saskatchewan, all potash tailings management activities are carried out under an “Approval to Operate” granted by the Saskatchewan MOE, the provincial regulator. The Lanigan mine is in compliance with all regulations stipulated by the Environmental Protection Branch of Saskatchewan MOE. The current Lanigan Approval to Operate has been granted to June 30, 2018, the renewal date.

In terms of long-term decommissioning, environmental regulations in the Province of Saskatchewan require that all operating potash mines in Saskatchewan create a long-term decommissioning and reclamation plan that will ensure all surface facilities are removed, and the site is left in a chemically and physically stable condition once mine operations are complete. PotashCorp has conducted numerous studies of this topic, and the most recent decommissioning and reclamation plan for Lanigan was approved by MOE technical staff in October 2016. Because the current expected mine life for Lanigan is many decades into the future, it is not meaningful to come up with detailed engineering designs for decommissioning at present. Instead, decommissioning plans are reviewed every five years, and updated to accommodate new ideas, technological change, incorporation of new data, and adjustments of production forecasts and cost estimates. Any updated decommissioning and reclamation reports generated by this process are submitted to provincial regulatory agencies. For Lanigan, a revised decommissioning and reclamation plan is required in July 2021.

In addition to the long-term decommissioning plan, provincial regulations require that every potash producing company in Saskatchewan set up an Environmental Financial Assurance Fund, which is to be held in trust for the decommissioning, restoration and rehabilitation of the plant site after mining is complete. This fund is for all mines operated by Nutrien in the province of Saskatchewan (i.e., Vanscoy, Cory, Patience Lake, Allan, Lanigan and Rocanville).

xii) Capital and Operating Costs

The Lanigan mine has been in operation since 1968; in the years immediately preceding this, major capital investment was made to bring this mine into production. Since then, capital expenditures were made on a regular and ongoing basis to sustain production, and to expand production from time to time.

Most recently, mill rehabilitation, mine expansion and hoist improvement projects were completed at Lanigan between 2005 and 2010. The expansion construction was carried out without significant disruption to existing potash production from the site.

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xiii) Exploration, Development and Production

Potash production in any given year at the Lanigan mine is a function of many variables, so actual production in any given year can vary dramatically from tonnages produced in previous years. The mineral reserve tonnage and historic average production are used to estimate remaining mine life. If the average mining rate seen over the past three years (6.500 million tonnes of potash ore mined and hoisted per year) is sustained, and if mineral reserves remain unchanged, then Lanigan A Zone mine life is 34 years from December 31, 2017, and Lanigan B Zone mine life is 47 years from December 31, 2017. Total years of remaining mine life at Lanigan is 81 years from December 31, 2017.

d) Rocanville Potash Operations

Certain scientific and technical information regarding our Rocanville potash operations is based on the technical report titled “National Instrument 43-101 Technical Report on Rocanville Potash Deposit (KLSA 002B & KL 249), Saskatchewan, Canada” dated effective December 31, 2017 (the “Rocanville Technical Report”) prepared by Craig Funk, P. Eng., P.Geo., who is a “qualified person” as defined in NI 43-101. The Rocanville Technical Report has been filed with the securities regulatory authorities in each of the provinces of Canada and furnished to the SEC. Portions of the following information are based on assumptions, qualifications and procedures that are not fully described herein. References should be made to the full text of the Rocanville Technical Report.

i) Project Description, Location and Access

General

The Rocanville mine is located in south eastern Saskatchewan near the Saskatchewan-Manitoba Provincial Boundary, approximately 15 kilometers north-east of the town of Rocanville, Saskatchewan.

The legal description (Saskatchewan Township/Range) of the Rocanville surface plant is Section 22 Township 17 Range 30 West of the 1st Meridian. More precisely, the Rocanville #2 Shaft collar is located at:

• Latitude: 50 degrees 28 minutes 19.54 seconds North

• Longitude: 101 degrees 32 minutes 42.58 seconds West

• Elevation: 480.36 metres above mean Sea Level (SL)

• Northing: 5,596,826.122 m

• Easting: 745,137.307 m

• Projection: UTM

• Datum: NAD83

• Zone: 13

The Company owns approximately 3,061 hectares (7,564 acres) of surface rights required for current Rocanville mine operations, including all areas covered by the existing surface plant and TMA, and all surface lands required for anticipated future Rocanville mine and expanded milling operations.

The Rocanville mine surface facilities are accessed by an existing paved road that is part of the Saskatchewan Provincial Highway System. Most finished potash products are shipped by rail over existing track, with some product shipped by truck over the North American highway system.

The Rocanville mine is served by a number of towns and villages within 50 kilometres of the mine site. The nearest towns are Rocanville (15 km distant), Moosomin and Esterhazy (both 50 km distant). The nearest city is Yorkton (100 km distant). Rocanville is situated near the north extent of the Great Plains of North America. Topography is relatively flat, with gently rolling hills and occasional valleys.

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Mineral Rights

Mineral rights at Rocanville are mined pursuant to subsurface mineral leases with the Crown, and with Freehold mineral rights owners.

The original Rocanville Crown subsurface mineral lease KL 111 was entered into in June 1966. In the following years, various minor amendments were made to this Crown lease, resulting in Crown subsurface mineral lease KL 111R. KL 111R covered approximately 24,146 hectares (59,668 acres) of Crown mineral rights.

In May 2007, application was made for a Permit to Prospect for Subsurface Minerals (Potash Exploration Permit) covering approximately 26,184 hectares (64,702 acres) of Crown mineral rights in the area just west of and adjoining the existing Rocanville Crown Lease KL 111R. In late 2007, a major expansion of the Rocanville mine was announced. Shortly after this, in May 2008, Potash Exploration Permit KP 338A was issued. A potash exploration program was initiated in 2007 and completed in 2008 to determine the extent of potash mineralization to the west of the mine workings.

A new Crown Subsurface Mineral Lease numbered KLSA 002 was issued in February 2010 incorporating all Crown mineral rights within the existing Crown Lease KL 111R and approximately two-thirds of Crown mineral rights covered in KP 338A. The portion of the lands that were not part of the Lease amalgamation remained as Crown Exploration Permit KP 338B until December 2016 when they were converted to a Crown Subsurface Mineral Lease numbered KL 249.

In October 2017, KL 305 was formed by the amalgamation of Crown Subsurface Leases KLSA 002 (KLSA 002B, following minor amendments) and KL 249. KL 305 covers an area of approximately hectares 113,975 (281,639 acres). At Rocanville, the Company has leased potash mineral rights for 54,184 hectares (133,892 acres) of Crown land and owns or has leased approximately hectares 45,612 (112,710 acres) of Freehold land within the lease boundary. The Rocanville Crown lease term is for a period of 21 years from October 2017, with renewals at the Company’s option for 21 year periods. Freehold lands also remain under lease providing, generally, that production is continuing and that there is a continuation of the Crown lease.

Within the current Rocanville Crown lease area, 80,181 hectares (198,132 acres) are mined pursuant to Unitization Agreements with mineral rights holders (Crown and Freehold) within two Unitized Areas. Rocanville Unit Area #1 has been in place since 1970 when mining began, was amended in 2006 and includes 35,234 hectares (87,065 acres) of mineral rights. Rocanville Unit Area #2 has been in place since 2011, and includes 44,947 hectares (111,067 acres) of mineral rights.

ii) History

See “5.3 – Mineral Projects – a) Allan Potash Operations – ii) History” above for a general overview of the history of potash mines in Saskatchewan.

Exploration drilling for potash in the Rocanville, Saskatchewan area was carried out in the 1960s. Thirty-four potash test holes were drilled during this early exploration phase: 25 in Saskatchewan and nine in Manitoba. The Rocanville mine was built by a company called Sylvite of Canada Ltd. (a division of Hudson’s Bay Mining and Smelting Ltd.) in the late 1960s, and potash production began at Rocanville in 1970. The mine has run on a continuous basis since then (other than during short-term shutdowns taken for inventory management purposes). Potash Corporation of Saskatchewan Inc. acquired the Rocanville mine in 1977.

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A major expansion to increase the nameplate capacity of Rocanville from 3.0 million tonnes to approximately 6.0 million tonnes of finished potash products per year was announced in 2007. Expansion work was substantially completed by the end of 2016, and production was ramped up through 2017 when a nameplate capacity of 6.5 million tonnes of finished potash product was announced. At present, the operational capability at Rocanville is 5.4 million tonnes of finished potash product.

iii) Geological Setting, Mineralization and Deposit Types

See “5.3 – Mineral Projects – a) Allan Potash Operations – iii) Geological Setting, Mineralization and Deposit Types – Geological Setting and Mineralization” above for a general overview of geological setting and mineralization for potash mines in Saskatchewan.

Over the past three years (2015, 2016, 2017), the average, measured potash ore grade of the mill feed at Rocanville was 23.3% K₂O equivalent. The average ore grade reported from 31 surface drillhole intersections, all within Rocanville Lease KL 305, is 22.4% K₂O equivalent. The average ore grade observed from 39,245 in-mine chip samples taken over 47 years of mining (to December 31, 2017) is 23.4% K₂O equivalent.

There are three mineable potash members within the Prairie Evaporite Formation of Saskatchewan. Stratigraphically highest to lowest these members are: Patience Lake, Belle Plaine, and Esterhazy.

The Rocanville potash deposit lies within the Esterhazy Member of the Prairie Evaporite Formation. The Patience Lake Member potash beds are not present in the Rocanville Area. The Belle Plaine and White Bear Members are present, but not conventionally mineable in the Rocanville area. The potash zone at Rocanville is approximately 2.4 metres thick and occurs near the top of the Prairie Evaporite Formation. Potash mineralization in this area is flat-lying and continuous. Mine elevations range from approximately 895 m to 1040 m, averaging approximately 955 m. Within the Rocanville Lease, depths to the top of the ore zone can reach up 1250 m (the deepest potash exploration drillhole), but are expected to be shallower than 1200 m over most of the lease area. Salt cover from the ore zone to overlying units is approximately 30 m. The Rocanville mine operates as a conventional, underground potash mine.

iv) Exploration

Before the Rocanville mine was established in 1970, all exploration consisted of drilling test holes from surface and analysis of core from these drillholes. PotashCorp did not conduct any exploration drilling after start-up until 2008, when a potash exploration program was initiated under the direction of PotashCorp staff to determine the extent of potash mineralization in the western portion of the current Lease. Between 2007 and 2008, exploration work consisted of:

• Analysis of data from five existing exploration drillholes (well-logs from surface casing to total depth within or below the Prairie Evaporite Formation)

• Analysis of 377 km of existing 2D surface seismic data

• Acquisition and analysis 124 km² (48 miles²) of 3D surface seismic data,

• Drilling of four potash exploration drillholes from surface to the base of the Prairie Evaporite Formation (all with a complete suite of modern well-logs plus coring of the potash mineralized zone)

• Drilling of one shaft pilot drillhole (with a complete suite of modern well-logs plus coring of the entire rock column from surface to below the potash mineralized zone)

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In most of southern Saskatchewan, potash mineralization is in place wherever Prairie Evaporite Formation salts exist, are flat-lying, and are undisturbed. Since the surface seismic exploration method is an excellent tool for mapping the top and bottom of Prairie Evaporite salts, this has become the main potash exploration tool in any existing Saskatchewan Subsurface (potash) Mineral Lease. Historically, 2D seismic, and now the more accurate 3D seismic methods are used to map continuity and extent of potash beds in flat-lying potash deposits. Seismic data are relied upon to identify collapse structures that must be avoided in the process of mine development since these structures can act as conduits for water. As a result, isolation pillars or mining buffer zones are left around these anomalous features. This practice reduces the overall mining extraction ratio, but the risk of inflow to mine workings are effectively mitigated.

A total of 1,111 linear kilometres of 2D seismic lines have now been acquired at Rocanville. Between 1988 and 2017, 3D seismic has been acquired over an area covering 627 square kilometres. The most recent seismic survey was conducted in 2017 and accounted for 96 square kilometres of the total square kilometres stated above.

Experience has shown that the potash mining zone is continuous when seismic data are undisturbed and flat-lying. Surface seismic data are generally collected three to five years in advance of mining. Any area recognized as seismically unusual is identified early, and mine plans are adjusted to avoid these regions.

v) Drilling

For the original Rocanville potash test holes drilled in 1960s, the primary objective of this drilling was to sample the potash horizon to establish basic mining parameters. Seismic surveys (2D) were done sparingly in those days, so the drillhole information was relied upon heavily to evaluate potash deposits. Test holes would penetrate the evaporite section with a hydrocarbon based drilling mud (oil-based or diesel fuel) to protect the potash mineralization from dissolution. Basic geophysical well-logs were acquired, and in many cases, drill stem tests were run on the Dawson Bay Formation, a carbonate immediately overlying the Prairie Evaporite Formation, to help assess mine inflow potential. Core samples from the targeted potash intersections were split or quartered (cut with a masonry saw) crushed and analysed to establish potash grades.

Original Rocanville drillhole assay data are taken from Robertson et al. (1977), where the best 2.44 m (8 feet) mining interval – the original mining height at Rocanville – is reported. The Rocanville prospect was originally explored by 34 drillholes in Saskatchewan and Manitoba. Of these original drillholes, 26 are located within the current Rocanville Lease KL 305 and are shown in Table D below.

Potash intersections for one drillhole in Table D revealed anomalously low grades. With nearly 50 years of mining experience at Rocanville, it is the opinion of the authors that areas of low grade (i.e. <15% K2O) are localized with a relatively small lateral extent. Therefore, the average grade calculation does not include these drillholes.

No further exploration drilling was done by the Company at Rocanville until 2008, when four potash exploration drillholes and one shaft pilot hole were completed. The basic drilling program was specified by PotashCorp technical staff. The drill rig shown in the photo is the same one used to drill the four exploration holes in the 2008 exploration program.

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Each of the 2008 exploration drillholes and the shaft pilot hole were drilled in such a way as to protect the potash minerals from dissolution while core sampling through the targeted mining zone (the Esterhazy Member of the Prairie Evaporite Formation). To accomplish this, the aquifers above the top of salt (top of the Prairie Evaporite) were isolated behind a casing before the drilling mud was changed over to an oil based system. Each drillhole penetrated approximately 10 m into the Winnipegosis Formation, which lies immediately below Prairie Evaporite salts, before drilling was terminated (i.e. through the Prairie Evaporite Formation and far enough into the underlying formation to permit proper geophysical logging of the base of salt).

Hydrogeology in the formations immediately overlying the Prairie Evaporite Formation was evaluated in part by core sampling through the Dawson Bay Formation (for examination of porosity and permeability). As well, drill stem tests were run in the Dawson Bay and Lower Souris River Formations. In the shaft pilot hole, core sampling and drill stem testing were done more extensively as part of a comprehensive investigation for a shaft liner design. In every drillhole, coring and testing of formations above the Prairie Evaporite was completed prior to setting the casing and changing the drilling mud to an oil based system.

A standard suite of geophysical logs was run in each drillhole. These logs included: Gamma Ray, Neutron, Density, Electrical Resistivity (or Induction), Sonic (full-waveform P & S), and Caliper. In certain drillholes, additional specialized logs were run for fracture mapping and/or porosity investigation over certain geological intervals. A deviation survey was run in each drillhole; the results of which were found to be minimal (i.e. all holes are vertical). Stages of open-hole logging had to be completed before casing was put in place. The stages depended on formational permeability (such as the Mannville Formation, which is a major regional aquifer and needs to be isolated) and formational composition (it is necessary to change drilling mud when drilling through salts to not dissolve the rock).

Potash core samples from the four 2008 exploration drillholes and the Scissors Creek shaft pilot hole were assayed. The assay results for these drillholes are listed in Table D. Note that 2008 assay results are for the best 2.59 m (8.5 feet) mining interval, since an operational decision was made to develop parts of the western portion of Rocanville Lease KL 305 at a height of 2.59 m (8.5 feet). This mining height allows for more headroom with minimal negative impact on ore grade. Mining machines at Rocanville use potassium sensing technology to ensure that rooms are always cut in the best available potash ore. It is difficult to determine at which mining height certain Mineral Resources and Reserves will be cut in the future, so the more conservative mining height of 2.51 m (8.25 feet) was applied to mineral resource and reserve calculations.

Drillhole assay data for the Rocanville mining interval gives an estimated mean grade of 22.4% K2O, with 1.2% water insolubles, and 3.6% carnallite (Table D).

Due to the remarkably consistent mineralogy and continuity of the potash, as experienced through 47 years of mine production, very little potash exploration drilling has been done at Rocanville since start-up. Instead of exploration drillholes, seismic surveying has been relied upon to explore ahead of mine development. Where normal Prairie Evaporite sequences are mapped in the seismic data, potash beds have unfailingly been present. Localized, relatively small mine anomalies, not mapped in seismic data do occur. When they do, they are dealt with in the normal course of mining and extraction through these anomalous areas is typically minimized. Anomalies associated with possible water inflow problems, which are mapped in the seismic data, are avoided.

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Table D: Assay results for all potash test holes within Rocanville Lease KL 305.

Weighted Average for 2.44 m (8’) Mining Interval

Drillhole	Year Drilled		% K2O		% Water Insolubles		% Carnallite
01-04-17-30 W1		1957		23.84		1.15		4.34
16-14-017-01W2		1957		Excluded		N/		N/
04-20-17-32 W1		1958		22.74		0.95		1.77
08-32-17-30 W1		1959		20.74		1.06		5.18
10-12-17-30 W1		1959		16.35		1.06		7.62
13-16-18-30 W1		1959		20.32		0.75		0.74
05-07-18-30 W1		1961		19.95		1.07		4.92
16-04-18-30 W1		1961		21.89		1.26		5.71
02-11-18-30 W1		1961		24.87		0.97		0.2
01-16-17-30 W1		1964		27.05		1.31		4.29
04-20-17-30 W1		1964		23.86		1.22		0.19
16-22-17-30 W1		1964		29.06		1.38		0.11
14-36-17-30 W1		1964		17.06		0.93		6.8
14-36-17-30 W1*		1964		26.26		1.42		4.76
03-28-17-30 W1		1966		26.32		1.26		6.48
13-14-17-30 W1		1966		23.73		1.4		7.02
04-24-17-30 W1		1966		17.88		0.81		0.19
10-34-17-30 W1		1966		24.85		1.48		0.18
11-25-17-30 W1		1966		19.6		1.15		2.13
11-14-18-30 W1		1966		26.53		1.09		0.22
13-22-17-30 W1		1967		35.1		1.3		5.4
01-14-17-33 W1		1967		25.62		2.72		2.52
13-22-17-33 W1		1967		21.75		2.61		7.24
16-26-17-33 W1		1967		24.01		0.92		0.16
14-05-17-30 W1		1969		15.56		0.96		10.27
01-14-17-30 W1		1971		15.67		1.15		N/A
04-01-019-31W1		1989		22.48		0.64		0.00
06-13-17-32 W1**		2008		23.6		0.41		0.25
08-02-18-32 W1**		2008		20.7		1.06		0.76
13-09-16-33 W1**		2008		23.44		1.42		8.32
04-34-16-33 W1**		2008		15.7		0.67		8.84
09-11-18-33 W1**		2008		18.03		0.36		0.25
Average of 31 useable values:				22.41		1.16		3.56

* Refers to a deflection, or whipstock, off original drillhole

** Refers to drillhole from the 2008 exploration program, where the best 2.59 m (8.5’) mining interval is reported

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vi) Sampling, Analysis and Data Verification

Analysis of Exploration Data

Exploration in the Rocanville area was conducted in two very different time periods: the 1960s, then in 2008. Sampling and assaying of potash cores samples was done using methods considered consistent with standard procedures for potash exploration at these times.

Drillhole sampling methods have remained essentially the same over the years. Short segments of core usually about 0.3 m (1 foot) in length are labeled based on visible changes in mineralization, and sometimes based on more or less fixed intervals. Each segment of core is then split in half using some type of rock or masonry saw. The split portion of core is then bagged and labeled and sent to a laboratory for chemical analysis. Samples from historical drillholes were sometimes quartered; most historical samples have deteriorated substantially. Exploration drillhole samples from 2008 were halved. Potash samples remain stored at the Subsurface Geological Laboratory of the Saskatchewan Ministry of the Economy (Regina, Saskatchewan).

For the exploration holes drilled in 2008, samples were chemically analysed at the Nutrien Pilot Plant (under the supervision of PotashCorp’s Chief Chemist at the time, D. Matthews, MCIC) using the most accurate methods available for the required elements:

• Potassium (K) content was analysed by titration using the STPB (sodium tetraphenylboron) method.

• Sodium (Na) was analysed by Atomic Absorption.

• Calcium (Ca) and Magnesium (Mg) were analysed by EDTA (ethylenediaminetetracetate) titration.

• Water Insoluble (WI) was analysed gravimetrically.

All wet chemical methods are based upon either American Society of Testing Materials (ASTM) or Association of Official Analytical Chemists (AOAC) methods of analysis. The same samples were also analysed for process (milling) related properties, namely flotation performance, liberation characteristics, and mineralogical content.

Mineralogical (x-ray diffraction) testing was conducted by the Saskatchewan Research Council Mining and Minerals Division, in Saskatoon, Saskatchewan. The Saskatchewan Research Council geoanalytical laboratories are Standards Council of Canada Accredited, with the laboratory management system operated in accordance with ISO/IEC 17025:2005 (Can-P-4E), General Requirements of the Competence of Mineral Testing and Calibration Laboratories.

Detailed sample preparation was as follows:

1. Place core samples in large flat metal pan. Break with hammer into approximately 2.54 cm (1 inch) pieces.

2. Clean out jaw crusher, and place a clean 18.93 L (5 gallon) pail under crusher. Start up crusher, check 0 setting, and then set gap to 10 mm. (Note: jaw crusher should be running when adjusting gap).

3. Put approximately half of the broken core through the jaw crusher. Shake pan under the jaw crusher occasionally to spread out material. Remove crushed material and place on a full height 5 mesh screen with a full height pan underneath. Shake and tap screen by hand. Place +5 mesh in pan to be re-crushed. Place -5 mesh in a separate pan for crushed material.

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4. Repeat step #3 with the other half of the original broken sample.

5. Re-crush the +5 mesh from step #3 & #4 with 10 mm opening on jaw crusher. Screen out +5 and -5.

6. Adjust jaw crusher to 5 mm opening and crush +5. Screen out +5 and -5. Repeat crushing +5 mesh at 5 mm opening.

7. Adjust crusher to 2.5 mm opening and crush +5 mesh. Screen out +5 and -5. Repeat crushing +5 mesh at 2.5 mm opening.

8. Combine all crushed fractions and mix well. Place in a well-labeled bag. Seal tightly.

9. Split out  ¹⁄₄ from each crushed sample and pulverize for chemical analysis. The remaining  ³⁄₄ of the sample is bagged and sealed for future test work.

After chemical analysis was completed, PotashCorp’s technical staff identified the ore zone (2.59 m) section of the cores. A composite sample of the ore zone was prepared for each core location. Flotation, liberation and metallurgical analysis were conducted on the composite samples to confirm milling assumptions for the ore in the western portion of Rocanville Lease KL 305.

Regarding quality assurance for analytical results of in-mine samples, the Company participates in the SPPA Sample Exchange Program to monitor the accuracy of analytical procedures used in its labs. In the early 1970s, the SPPA initiated a round-robin Sample Exchange Program, the purpose of which was to assist the potash laboratories in developing a high level of confidence in analytical results. This program has continued up to the present, and participants include all major Canadian potash mine site labs, the Nutrien Pilot Plant Lab, and an independent surveyor lab. The Sample Exchange Program provides the participants with three unknown potash samples for analysis four times per year. Results for the unknown sample analysis are correlated by an independent agency that distributes statistical analysis and a summary report to all participants. Completed SPPA samples can be used for control standards as required in QA/QC sections of standard analytical procedures.

The Nutrien Pilot Plant is secured in the same way as modern office buildings are secured. Authorized personnel have access and visitors are accompanied by staff. No special security measures are taken beyond that. Currently, no external laboratory certification is held by the Nutrien Pilot Plant. On occasion, product quality check samples are sent to the Saskatchewan Research Council, a fully certified analytical facility.

In the opinion of the authors of the Rocanville Technical Report, the sampling methods are acceptable, are consistent with industry standard practices, and are adequate for mineral resource and reserve estimation purposes.

Mean Potash Mineral-Grade In-Mine Samples

In-mine grade samples are taken at 60 m intervals in every underground mine room at Rocanville. Traditionally, Rocanville in-mine grade samples were collected as chips along a sidewall from back (roof) to floor; this methodology is referred to as channel sampling. In 2015, in-mine grade samples were taken from the floor (i.e. grab sampling) at the same 60 m sampling interval. Nutrien technical staff believe that collecting samples from the floor is as representative of ore grade in the mining interval as channel sampling, and far less labour-intensive. Grab sample results are currently being compared to channel sample results to thoroughly assess the best practice moving forward.

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To the end of 2017, 39,245 in-mine ore grade samples were collected. All samples were analysed in the Rocanville mill laboratory using analysis techniques that were up-to-date for the era in which the sample was collected. The mean ore grade for this family of in-mine samples is 23.4% K₂O equivalent, while the median ore grade for this family of in-mine samples is 23.6% K₂O.

Potash Ore-Density From In-Mine Mineral-Grade Measurements

An estimate of in-situ rock density is used to calculate potash mineralization volumes in mineral resource and reserve assessments. A common approach is to determine in-place Mineral resource and reserve volumes (m³) to a certain degree of confidence, then multiply this number by in-situ bulk-rock density (kg/m³) to give in-place mineral resource and reserve tonnes. However, establishing an accurate bulk-rock density value is not an easy or trivial task. Well-log data from drillholes can be used for this if accurate and calibrated well-logs are acquired during exploration drilling. In practical terms, modern well-logs tend to meet these criteria, but historic well-logs (collected before the 1990s) do not. In Saskatchewan, almost all potash exploration drilling took place in the 1950s and 1960s, well before density logs were accurate and reliable.

Another approach is to look up density values for the minerals which constitute potash rock – values determined in a laboratory to a high degree of accuracy and published in reliable scientific journals / textbooks – then apply these densities to the bulk-rock in some way. Given that the density of each pure mineral is quantified and known, the only difficult aspect of this approach is determining what proportion of each mineral makes up the bulk-rock at a particular sample location. This is the methodology that was used to determine an estimate of bulk-rock density for the Rocanville ore zone.

The main mineralogical components of the ore zones of Saskatchewan’s Prairie Evaporite Formation are:

• Halite – NaCl

• Sylvite – KCl

• Carnallite – KMgCl₃ · 6(H₂O)

• Insolubles – dolomite, muscovite, clinochlore, potassium feldspar, illite, quartz, anhydrite, and other minor mineral components

All Nutrien potash facilities measure and record the in-mine % K₂O grade and insoluble content of the mined rock. In addition, the Mg content is also measured at Rocanville, since this is proportional to the carnallite content of the ore. From this set of measurements, the density of the ore can be estimated. The required composition and mineral density information for each mineral component is given below (Webmineral Mineralogy Database):

Halite – NaCl

•  Na	9.34%
•  CL	60.66%
•  Oxide form Na2O	53.03%
•  Mineral density	2160 kg/m3

Sylvite – KCl

•  Na	52.45%
•  CL	47.55%
•  Oxide form Na2O	63.18%
•  Mineral density	1990 kg/m3

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Carnallite – KMgCl₃ ·6H₂O

•  K	14.07%
•  Mg	8.75%
•  H	4.35%
•  Cl	38.28%
•  O	34.55%
•  Oxide form K2O	16.95%
•  Oxide form MgO	14.51%
•  Oxide form H2O	38.90%
•  Mineral density	1600 kg/m3

Insolubles (Lanigan B Zone)

• Component minerals: dolomite, muscovite, clinochlore, potassium feldspar, illite, quartz, anhydrite, and other minor mineral components

• Average density 2790 kg/m³ (Nutrien Pilot Plant, 2018)

The value for insoluble density is based on known densities of the constituent parts of the insoluble components of the mineralization and the average occurrence of these insoluble components, which is known from the nearly 50 years of mining experience at Rocanville. Assuming the lowest plausible density of insolubles known for Saskatchewan potash deposits of this nature, the effect upon overall bulk-rock ore density and mineral resource and reserve calculations would be negligible.

The mineral composition of potash ore at Rocanville is halite, sylvite, carnallite, and insolubles. To compute bulk-rock density, the carnallite content must be estimated from the Mg measurements. This is followed by removing the effect of the carnallite from the % K₂O measurements, leaving % K₂O values that are only due to sylvite; the sylvite percentage is estimated from this adjusted % K₂O. From 39,245 Rocanville in-mine grade samples, raw ore composition is:

% Sylvite	=	35.4 (converted from % K2O)
% Insolubles	=	1.0
% Carnallite	=	6.1

The percent of halite is assumed to be:

% Halite	=	(100 - % Sylvite - % Insol. - % Carnallite)
	=	(100 - 35.4 - 1.0 - 6.1)
	=	57.5

Applying this methodology, and using these mean grade data gives a mean bulk-rock density for Lanigan B Zone potash of:

RHObulk-rock	=	(Halite density * % Halite) +
		(Sylvite density * % Sylvite) +
		(Carnallite density * % Carnallite) +
		(Insol. density * % Insol.)
	=	(2170 * % Halite) +
		(1990 * % Sylvite) +
		(1600 * % Carnallite) +
		(2790 * % Insol.)
	=	2080
RHObulk-rock (Rocanville) = 2080 kg / m3

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This method is as accurate as the ore grade measurements and mineral density estimates are.

Assay Data Verification

Original drillhole ore grade assays were studied by independent consultant David S. Robertson and Associates (1977). The original assay results for core samples from historical drillholes were taken as accurate in these studies, as there is no way to reliably reanalyse these samples. Most of the remaining core samples in storage have long since deteriorated to the point where they are no longer usable.

Assay data for the 2008 core samples were supervised and verified by the Company’s former Chief Geologist, T. Danyluk (P. Geo.).

Ore grades of in-mine samples are measured in-house at the Rocanville mine laboratory by Company staff using modern, standard chemical analysis tools and procedures. These results are not verified by an independent agency; however, check sampling through the SPPA program does occur.

It should be noted that assay results from historical drillholes match mine sample results closely – within approximately 1.0% – even though sample spacing is obviously much greater in the case of drillholes. This fact is a validation of the methodology. Based on 47 years of in-mine experience at Rocanville, historical assay results are considered accurate and provide an excellent basis for estimating potash grade in areas of future mining at Rocanville. The mean mineral grade of 23.4% K₂O equivalent determined from 39,245 in-mine grade samples is thought to provide the most accurate measurement of potash grade for the Rocanville mine.

Exploration Data Verification

The purpose of any mineral exploration program is to determine extent, continuity, and grade of mineralization to a certain level of confidence and accuracy. For potash exploration, it is important to minimize the amount of cross-formational drilling, since each drillhole is a potential conduit for subsurface groundwater from overlying (or underlying) water-bearing formations into future mine workings. Every potash test drillhole from surface sterilizes potash mineralization; a safety pillar is required around every surface drillhole once underground mining commences. This is the main reason that minimal exploration drilling has been carried out at Rocanville in recent years.

Initial sampling and assaying of cores was done during potash exploration at Rocanville in the 1960s. Methods were consistent with standard procedures for that era. The mine began production in 1970 and no further core drilling was carried out by PotashCorp at Rocanville until 2008 when the decision was made to expand the mine westward.

Assay of physical samples (drillhole cores and/or in-mine samples) is the only way to gain information about mineral grade, but extent and continuity of mineralization are correctly determined using data collected from geophysical surveys correlated with historic drilling information. To date, surface seismic data at Rocanville have been collected, analysed, and verified by PotashCorp staff, at times, in cooperation with an independent consultant. Ultimate responsibility for final analyses including depth conversion (seismic depth migration), as well as the accuracy of these data, rests with Nutrien qualified persons.

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Data for the mineral reserve and mineral resource estimates for Rocanville mine were verified by PotashCorp staff as follows:

• Annual review of potash assay sample information (drillholes and in-mine grade samples);

• Annual review of surface geophysical exploration results (3D and 2D seismic data);

• Annual crosscheck of mined tonnages reported by mine site technical staff with tonnages estimated from mine survey information; and

• Annual crosscheck of mineral resource and reserve calculations carried out by corporate technical staff.

This approach to data verification of potash mineral grade and surface seismic information is in accordance with generally accepted industry practice for areas adjacent and contiguous to an existing operating potash mine.

vii) Mineral Processing and Metallurgical Testing

At Rocanville, potash ore has been mined and concentrated using flotation and crystallization methods to produce saleable quantities of high-grade finished potash products since 1970. Products include granular and standard grade potash used for agriculture applications.

Over the 47-year mine life, 231.458 million tonnes of potash ore have been mined and hoisted to produce 75.744 million tonnes of finished potash product (from startup in 1970 to December 31, 2017). Given this level of sustained production over 47 years, basic mineralogical processing and prospective metallurgical testing of Rocanville potash is not relevant.

viii) Mineral Resource and Mineral Reserve Estimates

Definitions of Mineral Resource

See “5.3 – Mineral Projects – a) Allan Potash Operations – viii) Mineral Resource and Mineral Reserve Estimates – Definitions of Mineral Resource” for an overview of CIM’s mineral resource categories and the Company’s general characterization of mineral resources categories for its potash mines.

The Rocanville mine began production in 1970 and, with the exception of five holes drilled during the 2008 exploration program, no further core drilling has been carried out by the Company since then. Instead, exploration involved collecting surface seismic data, which became better in quality over the years. Exploration drilling has demonstrated the presence of the potash horizon, and seismic coverage shows the continuity of the Prairie Evaporite Formation within which the potash horizon occurs.

Along with this approach, analysis of in-mine samples for potash grade has provided an observation-based understanding of the potash mineralized zone at Rocanville that is far superior to the level of understanding provided by any surface drilling based exploration program. The authors believe that this approach provides a body of information that guides and constrains exploration inferences in a much better way than could be achieved from any conventional exploration investigation in areas immediately surrounding, and contiguous to, the Rocanville potash mine.

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Mineral Resource Estimate

Exploration information used to calculate reported mineral resource tonnages at Rocanville consist of both physical sampling (drillhole and in-mine) and surface seismic (2D and 3D) as discussed in earlier sections. All mineral rights leased or owned by the Company, and within Crown Subsurface Mineral Lease KL 305, are assigned to one of the three mineral resource categories.

Mineral resources are reported as mineralization in-place and are exclusive of mineral reserves. In-place tonnes were calculated for each of the mineral resource categories using the following parameters.

Mining Height:	2.51	metres (8.25 feet)
Ore Density:	2.080	tonnes/m3

The mineral resources for Rocanville, as of December 31, 2017 are as follows:

Inferred Resource	1,376	million tonnes
Indicated Resource	1,373	million tonnes
Measured Resource	1,740	million tonnes
Total Resource =	4,489	million tonnes

The average mineral grade of the Rocanville Mineral Resource is 23.4% K₂O equivalent, and was determined from 39,245 in-mine samples at Rocanville.

The tonnage reported in the Rocanville measured resource is comprised of the potash that is within 1.6 km (1 mile) of physically sampled location (i.e. drillhole or mine working). Also included as measured resource is the potash that is left behind as pillars in mined-out areas of the Rocanville mine. In a potash mine, it is common practice to consider mining remnant pillar mineralization using solution methods after conventional mining is complete, or after a mine is lost to flooding. The Patience Lake mine was successfully converted from a conventional mine to a solution mine after being lost to flooding in 1989. Since conversion to a solution mine is not anticipated in the near future at Rocanville, in-place pillar mineralization remains as a mineral resource rather than a mineral reserve at this time.

Definitions of Mineral Reserve

See “5.3 – Mineral Projects – a) Allan Potash Operations – viii) Mineral Resource and Mineral Reserve Estimates – Definitions of Mineral Reserve” for an overview of CIM’s mineral reserve categories and the Company’s general characterization of mineral reserve categories for its potash mines.

Along with this approach, analysis of in-mine samples for potash grade has provided an observation-based understanding of the potash mineralized zone at Rocanville that is far superior to the level of understanding provided by any surface drilling based exploration program. An understanding of the amount of ore that can be conventionally mined from the measured resource category using current mining practices comes from nearly 50 years of potash mining experience at Rocanville.

Mineral Reserve Estimate

Using the definitions outlined above, part of the Rocanville measured resource has been converted to mineral reserve. The assigned mineral reserve category is dependent on proximity to sampled mined entries also described above.

The overall extraction rate at the Rocanville mine is 31%. It was derived by dividing the total tonnes mined to date by the tonnage equivalent of the total area of the mine workings (i.e. the perimeter around the mine workings) less future mining blocks. Since an extraction rate has been applied, mineral reserves are considered recoverable ore, and are reported as such.

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Note that only drillholes whose 1.6 km radii are contiguous to mine workings or the 1.6 km radius placed around mine workings are used to compute probable mineral reserve. The remaining non-contiguous drillholes remain in the measured resource category.

The mineral reserves for Rocanville as of December 31, 2017 are as follows:

Probable Reserve	346	million tonnes
Proven Reserve	204	million tonnes
Total Reserve (Proven + Probable) =	550	million tonnes

The average mineral grade of the Rocanville mineral reserve is 23.4% K₂O equivalent, and was determined from 39,245 in-mine samples at Rocanville.

ix) Mining Operations

All conventional potash mines in Saskatchewan operate at 900 m to 1200 m below surface within 9 m to 30 m of the top of the Prairie Evaporite Formation. Over the scale of any typical Saskatchewan potash mine, potash beds are tabular and regionally flat-lying, with only moderate local variations in dip. At Rocanville, potash ore is mined using conventional mining methods, whereby:

• Shafts are sunk to the potash ore body;

• Continuous mining machines cut out the ore, which is hoisted to surface through the shafts;

• Raw-potash is processed and concentrated in a mill on surface; and

• Concentrated finished potash products.

Sinking of the two original shafts (Shaft #1 and Shaft #2) from surface to the potash zone was completed in early 1970, and the first potash ore was hoisted by the fall of that year. The Rocanville mine has run on a continuous basis since the first ore was hoisted in 1970, other than short-term shutdowns taken for inventory management purposes or occasional plant maintenance and construction work.

In recent years the Rocanville mine has undergone a major expansion which brought the nameplate capacity of the Rocanville facility to 6.5 million tonnes of finished potash products per year. This work involved sinking a third shaft, enhancement of hoists, major expansions of both mine and mill, major improvements to loadout facilities, and other infrastructure improvements. The recent Rocanville expansion, which was announced in 2007, was substantially complete in 2016, and production was ramped up through 2017. The current operational capability of the Rocanville facility is 5.4 million tonnes per year.

Virtually all Rocanville underground mining rooms are in one potash mineralized zone, within the Esterhazy Member the Prairie Evaporite Formation (the host evaporite salt). In contrast, Nutrien potash mines further west in Saskatchewan mine in a different potash layer, the Patience Lake Member of the Prairie Evaporite. Rocanville mine elevations range from approximately 895 m to 1040 m, averaging approximately 955 m. Within the Rocanville Lease, depths to the top of the ore zone can reach up 1250 m (the deepest potash exploration drillhole), but are expected to be shallower than 1200 m over most of the lease area. Mine workings are protected from aquifers in overlying formations by approximately 30 m of overlying salt and potash beds, along with salt plugged porosity in the Lower Dawson Bay Formation, a carbonate layer lying immediately above potash hosting salt beds.

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The Rocanville mine is a conventional underground mining operation whereby continuous mining machines are used to excavate the potash ore by the long-room and pillar mining method. Continuous conveyor belts transport ore from the mining face to the bottom of the production shaft.

The highest mineral grade section of the Rocanville potash seam is approximately 2.3 m (7.5 feet) thick, with gradations to lower grade sylvinite salts immediately above and below the mining horizon. The actual mining thickness at Rocanville is dictated by the height of continuous boring machines used to cut the ore, which are designed to cut slightly thicker than the high-grade mineralized zone. Historically, Rocanville borers cut at a thickness of 2.44 m (8 feet). These five older machines were recently adjusted to cut a thicker 2.51 m (8.25 feet) mining height. Six newly-acquired boring machines cut a slightly thicker 2.59 m (8.5 feet) mining height. This mining height allows for more headroom with minimal negative impact on ore grade. Mining machines at Rocanville use potassium sensing technology to ensure that rooms are always cut in the best available potash ore. It is difficult to determine at which mining height certain mineral resources and reserves will be cut in the future, so the more conservative mining height of 2.51 m (8.25 feet) was applied to mineral resource and reserve calculations.

Conservative local extraction rates (never exceeding 45% in any mining block) are employed at all Saskatchewan mines, including Rocanville, in order to minimize potential detrimental effects of mining on overlying strata; this is common practice in flat-lying, tabular ore bodies overlain by water-bearing layers.

From the shaft-bottom, potash ore is hoisted approximately 960 m from the potash level through the vertical shafts to a surface mill. Both production shafts also provide exhaust ventilation from underground workings; the third shaft from surface at Scissors Creek is used for service access, fresh air ventilation and second egress.

Over the 47-year mine life, 231.458 million tonnes of potash ore have been mined and hoisted at Rocanville to produce 75.744 million tonnes of finished potash products (from startup in 1970 to December 31, 2017). The life-of-mine average concentration ratio (raw ore/finished potash products) is 3.06 and the overall extraction rate over this time period is 31%.

x) Processing and Recovery Operations

At Rocanville, potash ore has been mined and concentrated to produce saleable quantities of high-grade finished potash products since 1970. Products include granular and standard grade potash used for agriculture applications.

Both flotation methods and crystallization methods are used to concentrate potash ore into finished potash products at the Rocanville mill. Raw potash ore is processed on surface, and concentrated finished potash products (near-pure KCl) are sold and shipped to markets in North America and offshore.

Over the past three years, production of finished potash products at Rocanville was:

• 2015: 2.483 million tonnes finished potash products at 60.54% K₂O (average grade)

• 2016: 2.720 million tonnes finished potash products at 60.60% K₂O (average grade)

• 2017: 4.587 million tonnes finished potash products at 60.62% K₂O (average grade)

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Over the past decade actual mill recovery rates have been between 81.5% and 86.0%, averaging 83.8%. Given the long-term experience with potash geology and actual mill recovery at Rocanville, no fundamental potash milling problems are anticipated in the foreseeable future.

Quality control testing and monitoring geared towards fine-tuning and optimizing potash milling and concentrating processes are conducted on a continual basis at all Nutrien mine sites and at Nutrien research facilities. At Rocanville, this is no exception; test work to optimize circuit performance and ensure product quality is carried out on an ongoing basis.

xi) Infrastructure, Permitting and Compliance Activities

Project Infrastructure

Infrastructure is in place to meet current and projected requirements for transportation, energy (electricity and natural gas), water and process materials at Rocanville.

The Rocanville mine is served by a number of towns and villages within 50 kilometres of the mine site. The nearest towns are Rocanville (15 km distant), Moosomin and Esterhazy (both 50 km distant). The nearest city is Yorkton (100 km distant).

The Rocanville mine surface facilities are accessed by an existing paved road that is part of the Saskatchewan Provincial Highway System. Most finished potash products are shipped by rail over existing track, with some product shipped by truck over the North American highway system.

At present, high voltage power utilization at the Rocanville Potash is 84 MVA (i.e., 72 MVA to the Rocanville Plant site plus 12 MVA to the Scissors Creek site). The ten year projection of power utilization indicates that the utility can meet foreseeable future demand.

The Rocanville operation requires a sustained fresh water supply for the milling process which is sourced from two subsurface reservoirs called the Welby Plains Surficial Aquifer and the Welby Plains Middle Aquifer. These aquifers provide a sustainable source of process water for Rocanville milling operations, without having any perceptible impact on other users of water drawn from these aquifers.

Environmental Studies, Permitting and Compliance Activities

The tailings management strategy at all Nutrien potash mines in Saskatchewan, including Rocanville, is one of sequestering solid mine tailings in an engineered and provincially licensed TMA near the surface plant site. The Rocanville TMA currently covers an area of approximately 567 hectares (1400 acres) of land owned by the Company. Solid potash mine tailings typically consist of 85% to 95% rock salt (NaCl) and 5% to 15% insolubles (carbonate mud = CaCO₃, anhydrite mud = CaSO₄, and clays like chlorite, illite, and so on). An engineered slurry-wall has been constructed around the entire Rocanville TMA. The slurry-wall provides secondary containment for any saline mine waters, minimizing brine impacts from the TMA to surrounding surface water bodies and near-surface aquifers. Areas surrounding the TMA are closely monitored: this includes everything from daily visual perimeter inspections to annual investigations and inspections of surrounding subsurface aquifers.

Rocanville currently operates five brine disposal wells near the surface plant of the Rocanville mine where clear salt brine (i.e. no silt, clay slimes, or other waste) is borehole-injected into the Interlake Carbonates, at a depth of approximately 1200 m to 1400 m below surface. The groundwater in these extensive deep aquifers is naturally saline.

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Emissions to air (mostly salt dust and potash dust) are kept below regulatory limits through various modern air pollution abatement systems (e.g. dust collection systems built into mill processes) that are provincially licensed. This same procedure is followed at all Nutrien mines in Saskatchewan.

The Rocanville operation requires a sustained fresh water supply for the milling process which is sourced from two subsurface reservoirs called the Welby Plains Surficial Aquifer and the Welby Plains Middle Aquifer. This water supply is provincially licensed and provides a sustainable source of process water for Rocanville milling operations, without having any perceptible impact on other users of water drawn from these aquifers.

In Saskatchewan, all potash tailings management activities are carried out under an “Approval to Operate” granted by the Saskatchewan Ministry of Environment (MOE), the provincial regulator. The Rocanville mine is in compliance with all regulations stipulated by the Environmental Protection Branch of Saskatchewan MOE. The current Rocanville Approval to Operate has been granted to June 30, 2018, the renewal date.

In terms of long-term decommissioning, environmental regulations in the Province of Saskatchewan require that all operating potash mines in Saskatchewan create a long-term decommissioning and reclamation plan that will ensure all surface facilities are removed, and the site is left in a chemically and physically stable condition once mine operations are complete. PotashCorp has conducted numerous studies of this topic, and the most recent decommissioning and reclamation plan for Rocanville was approved by MOE technical staff in October 2016. Because the current expected mine life for Rocanville is many decades into the future, it is not meaningful to come up with detailed engineering designs for decommissioning at present. Instead, decommissioning plans are reviewed every five years, and updated to accommodate new ideas, technological change, incorporation of new data, and adjustments of production forecasts and cost estimates. Any updated decommissioning and reclamation reports generated by this process are submitted to provincial regulatory agencies. For Rocanville, a revised decommissioning and reclamation plan is required in July 2021.

In addition to the long-term decommissioning plan, provincial regulations require that every potash producing company in Saskatchewan set up an Environmental Financial Assurance Fund, which is to be held in trust for the decommissioning, restoration, and rehabilitation of the plant site after mining is complete. This fund is for all mines operated by Nutrien in the province of Saskatchewan (i.e. Vanscoy, Cory, Patience Lake, Allan, Lanigan and Rocanville).

xii) Capital and Operating Costs

The Rocanville mine has been in operation since 1970; in the years immediately preceding this, major capital investment was made to bring this mine into production. Since then, capital expenditures were made on a regular and ongoing basis to sustain production, and to expand production from time to time.

A major refurbishment and expansion of the Rocanville mine was completed in 2013, increasing nameplate capacity to 6.5 million tonnes of finished potash products per year. This work involved construction of a third shaft, enhancement of hoists and shaft conveyances, major expansions of both mine and mill, improvements to loadout facilities, and some infrastructure improvements. All construction was carried out without significant disruption to existing potash production from the site.

xiii) Exploration, Development and Production

A major expansion to increase the nameplate capacity of Rocanville from 3.0 million tonnes to approximately 6.0 million tonnes of finished potash products per year was announced in 2007. Expansion work was substantially completed by the end of 2016, and production was ramped up through 2017 when a nameplate capacity of 6.5 million tonnes of finished potash product was announced. At present, the operational capability at Rocanville is 5.4 million tonnes of finished potash product.

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Potash production in any given year at the Rocanville mine is a function of many variables, so actual production in any given year can vary dramatically from tonnages produced in previous years. The mineral reserve tonnage and historic average production are used to estimate remaining mine life. If the average mining rate seen over the past three years (10.526 million tonnes of potash ore mined and hoisted per year) is sustained, and if mineral reserves remain unchanged, then the Rocanville mine life is 52 years from December 31, 2017.

ITEM 6 – DIVIDENDS

As a wholly-owned subsidiary of Nutrien, PotashCorp does not currently have any dividend or distribution policy.

In 2017, the Company declared a cash dividend of $0.10 per common share in the first, second, third and fourth quarters, for a total of $0.40 for the year.

In 2016, the Company declared a cash dividend of $0.25 per common share in the first and second quarters, and $0.10 per common share in the third and fourth quarters, for a total of $0.70 for the year.

In 2015, the Company declared a cash dividend of $0.38 per common share, in each of the first, second, third and fourth quarters, for a total of $1.52 for the year.

ITEM 7 – DESCRIPTION OF CAPITAL STRUCTURE

7.1 GENERAL DESCRIPTION OF CAPITAL STRUCTURE

Authorized Capital

The authorized share capital of PotashCorp consists of: (a) an unlimited number of common shares, and (b) an unlimited number of first preferred shares.

Common Shares

As at the date hereof, 840,223,041 common shares of PotashCorp were issued and outstanding, all of which are owned by Nutrien.

PotashCorp common shares have the following rights, restrictions and privileges: (a) the right to vote at all meetings of PotashCorp shareholders (except meetings at which only holders of another specified class of shares are entitled to vote pursuant to the provisions of PotashCorp’s articles or pursuant to the provisions of the CBCA); (b) after payment of dividends to the holders of preferred shares (if any), the right receive dividends, as and when declared by the PotashCorp Board; and (c) upon the liquidation, dissolution or winding up of PotashCorp, whether voluntary or involuntary, the right to share pro rata in any distribution of the property or assets of PotashCorp and subject to the rights of holders of any outstanding first preferred shares of PotashCorp (if any).

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First Preferred Shares

The PotashCorp Board has the authority to issue the first preferred shares of PotashCorp, issuable in series; with designations, rights, privileges, restrictions and conditions, as the PotashCorp Board may determine. As at the date hereof, no first preferred shares of PotashCorp were issued and outstanding.

7.2 CONSTRAINTS

There are no constraints imposed on the ownership of PotashCorp’s securities to ensure that the Company has a required level of Canadian ownership.

7.3 DEBT RATINGS

Our ability to access reasonably priced debt in the capital markets is dependent, in part, on the quality of our credit ratings. We continue to maintain investment-grade credit ratings for our long-term debt. A downgrade of the credit rating of our long-term debt would increase the interest rates applicable to borrowings under our credit facility and our line of credit.

Commercial paper markets are normally a source of same-day cash for the company. Our access to the US commercial paper market primarily depends on maintaining our current short-term credit ratings as well as general conditions in the money markets.

A security rating is not a recommendation to buy, sell or hold securities. Such ratings may be subject to revision or withdrawal at any time by the respective credit rating agency and each rating should be evaluated independently of any other rating.

The following table sets out ratings the Company has received in respect of its outstanding debt securities from the ratings agencies as at the date of this AIF.

	Standard & Poor’s Ratings Services	Moody’s Investors Service
Senior Unsecured Notes and Debentures	BBB+	Baa2
US$ Commercial Paper	A-2	P-2
Ratings Outlook	Credit Watch Negative	Stable

Standard & Poor’s Ratings Services (S&P)

The BBB+ rating assigned by S&P is the fourth highest rating of S&P’s ten rating categories for long-term debt which range from AAA to D. Issues of debt securities rated BBB are judged by S&P to exhibit adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories. The A-2 rating assigned by S&P is the second highest rating of S&P’s rating categories for short-term debt which range from A-1 to D. Short-term debt rated A-2 is judged by S&P to exhibit adequate protection parameters. A rating of A-2 by S&P means the obligor has satisfactory capacity to meet its financial commitments. However, it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligors in the highest rating category.

On January 3, 2018, S&P placed its BBB+ long-term corporate credit rating on PotashCorp on CreditWatch with negative implications. S&P also placed its BBB+ senior unsecured debt and A-1 (Low) Canada scale commercial paper (“CP”) ratings on CreditWatch with negative implications. At the same time, S&P Global Ratings affirmed its A-2 global scale short-term and A-2 global scale CP ratings on PotashCorp.

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Moody’s Investors Service (Moody’s)

The Baa2 rating assigned by Moody’s is the fifth highest rating of Moody’s nine rating categories for long-term debt, which range from Aaa to C. Moody’s appends numerical modifiers from one to three on its long-term debt ratings from Aa to Caa to indicate where the obligation ranks within a particular ranking category, with the 2 modifier indicating a mid-range ranking. Obligations rated Baa are defined by Moody’s as being subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics. The P-2 rating assigned by Moody’s is the second highest rating of Moody’s four rating categories for short-term debt, which range from P-1 to NP. Issuers rated P-2 are defined by Moody’s as having a strong ability to honor short-term debt obligations.

ITEM 8 – MARKET FOR SECURITIES

8.1 TRADING PRICE AND VOLUME

During calendar year 2017 the Company’s common shares traded on the TSX and the NYSE under the symbol “POT”. Following the completion of the Merger on January 1, 2018, the Company’s common shares were suspended from trading and delisted from the TSX and NYSE.

The following table sets out the high, low and closing prices and trading volume of the common shares on the TSX for 2017 on a monthly basis:

Month (2017)	High Price (CDN $)		Low Price (CDN $)		Closing Price (CDN $)		Volume
January	$	26.62	$	23.86	$	24.21		42,261,320
February	$	25.42	$	22.95	$	23.04		45,171,560
March	$	24.39	$	22.53	$	22.72		52,624,300
April	$	23.40	$	21.75	$	23.02		32,594,530
May	$	23.23	$	21.43	$	22.31		34,404,030
June	$	23.37	$	20.91	$	21.15		36,800,710
July	$	22.73	$	20.68	$	22.30		29,824,040
August	$	22.94	$	21.28	$	21.73		25,610,420
September	$	24.69	$	21.20	$	24.02		40,157,740
October	$	25.19	$	23.60	$	25.11		22,841,900
November	$	25.43	$	23.63	$	25.32		24,360,230
December	$	26.41	$	23.83	$	25.78		52,059,810

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The following table sets out the high, low and closing prices and trading volume of the common shares on the NYSE for 2017 on a monthly basis:

Month (2017)	High Price (US$)		Low Price (US$)		Closing Price (US$)		Volume
January	$	20.27	$	18.05	$	18.60		132,592,930
February	$	19.42	$	17.40	$	17.43		102,539,960
March	$	18.07	$	16.85	$	17.08		119,359,980
April	$	17.22	$	16.10	$	16.88		90,887,980
May	$	17.00	$	15.74	$	16.52		130,738,950
June	$	17.39	$	16.13	$	16.30		108,475,620
July	$	18.15	$	16.04	$	17.90		110,422,900
August	$	18.13	$	17.02	$	17.39		87,265,820
September	$	19.79	$	17.17	$	19.24		95,319,000
October	$	19.78	$	18.84	$	19.47		70,651,100
November	$	19.75	$	18.48	$	19.65		70,381,610
December	$	21.04	$	18.54	$	20.65		95,760,270

8.2 PRIOR SALES

During the twelve months ending December 31, 2017, PotashCorp issued PotashCorp Shares pursuant to the exercise of outstanding PotashCorp Options and pursuant to PotashCorp’s dividend reinvestment plan. In addition, during the twelve months ending December 31, 2017, PotashCorp issued stock options and share-settled performance share units awarded under the PotashCorp 2016 Long Term Incentive Plan. See Notes 22 and 23 to PotashCorp’s audited consolidated annual financial statements for the year ended December 31, 2017 incorporated by reference herein.

The following table sets forth information in respect of issuances of PotashCorp Shares and securities that are convertible or exchangeable into PotashCorp Shares subsequent to December 31, 2016 and prior to January 1, 2018, including the price at which such securities have been issued, the number of securities issued, and the date on which such securities were issued.

Date	Type of Security	Number		Price
Jan 24, 2017	Stock Options		9,900	CDN$23.16
Jan 27, 2017	Stock Options		9,900	CDN$23.16
Feb 2, 2017	Dividend reinvestment plan		101,623	CDN$24.51
Feb 2, 2017	Dividend reinvestment plan		453	US$18.73
Feb 20, 2017	Performance Share Units		60,696	Not applicable
Feb 20, 2017	Performance Share Units		24,532	Not applicable
Feb 22, 2017	Stock Options		2,300	CDN$23.16
Feb 23, 2017	Performance Share Units		7,572	Not applicable
Feb 24, 2017	Performance Share Units		8,145	Not applicable
Feb 27, 2017	Performance Share Units		10,605	Not applicable
Mar 1, 2017	Performance Share Units		2,595	Not applicable
Mar 1, 2017	Performance Share Units		2,601	Not applicable
Mar 2, 2017	Performance Share Units		2,792	Not applicable
May 2, 2017	Dividend reinvestment plan		447	US$16.80
May 2, 2017	Dividend reinvestment plan		78,772	CDN$22.86
August 1, 2017	Dividend reinvestment plan		77,013	CDN$22.25
August 1, 2017	Dividend reinvestment plan		411	US$17.81
November 1, 2017	Dividend reinvestment plan		423	US$19.38
November 1, 2017	Dividend reinvestment plan		58,938	CDN$24.88

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ITEM 9 – ESCROWED SECURITIES AND SECURITIES

SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER

To the knowledge of the Company, none of the securities of the Company are subject to escrow or contractual restriction on transfer.

ITEM 10 – DIRECTORS AND OFFICERS

10.1 NAME, OCCUPATION AND SECURITY HOLDING

Information is given below with respect to each of the current directors and officers, including all current positions held with the Company, present principal occupation and principal occupations during the last five years. Effective on closing of the Merger, the PotashCorp Board was reconstituted to mirror the board of directors of Nutrien. The Company’s Corporate Governance & Nominating Committee, Human Resources and Compensation Committee and the Safety, Health & Environment Committee were also disbanded and dispensed in connection with the completion of the Merger.

The current directors will hold such office until their successors have been duly elected or appointed or until such directors otherwise retire, resign or are replaced, subject to the provisions of PotashCorp’s articles, PotashCorp’s by-laws and the CBCA.

Directors (Name and Municipality of Residence)	Director Since	Present principal occupation or employment	Prior principal occupation or employment within the preceding five years
Jochen E. Tilk Saskatoon, Saskatchewan, Canada	2014	Executive Chair of Nutrien	President and Chief Executive Officer of PotashCorp, President and Chief Executive Officer of Inmet Mining Corporation, a Canadian-based global mining company
Charles (Chuck) V. Magro(2) DeWinton, Alberta, Canada	2018	President & Chief Executive Officer of Agrium and Nutrien Ltd.	Executive Vice President & Chief Operating Officer, Executive Vice President, Corporate Development & Chief Risk Officer, Vice President & Chief Risk Officer and, prior thereto, Vice President, Manufacturing, Agrium
Christopher M. Burley(1) Calgary, Alberta, Canada	2009	Corporate Director and former Managing Director and Vice Chairman of Energy for Merrill Lynch Canada Inc., an international wealth management, advisory and investment banking firm	Same as present

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Directors (Name and Municipality of Residence)	Director Since	Present principal occupation or employment	Prior principal occupation or employment within the preceding five years
Maura J. Clark (2) New York, New York, United States	2018	Corporate Director	President, Direct Energy Business, the commercial and industry energy business unit of Direct Energy L.P., a North American energy and energy-related services provider
John W. Estey Glenview, Illinois, USA	2003	Chairman of PotashCorp and Chairman of S&C Electric Company, a global provider of equipment and services for electric power systems	President & CEO of S&C Electric Company, a global provider of equipment and services for electric power systems
David C. Everitt (2) Marco Island, Florida, United States	2018	Corporate Director. Board Chair of Harsco Corporation (part-time basis), a worldwide industrial company	Former interim CEO of Harsco Corporation; President, Agriculture and Turf Division – North America, Asia, Australia, Sub-Saharan and South Africa, and Global Tractor and Turf Products, Deere & Company, a farm equipment manufacturer
Russell K. Girling (2) Calgary, Alberta, Canada	2018	President and Chief Executive Officer and Director of TransCanada Corporation, a diversified energy and pipeline company.	Same as present
Gerald W. Grandey Saskatoon, Saskatchewan, Canada	2011	Corporate Director	Same as present
Miranda C. Hubbs(2) Toronto, Ontario, Canada	2018	Corporate Director	Executive Vice President & Managing Director, McLean Budden Limited (merged with Sun Life Financial in 2011, then rebranded in 2013 into MFS Investment Management), one of Canada’s largest institutional asset managers
Alice D. Laberge(1) Vancouver, British Columbia	2003	Corporate Director	Same as present

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Directors (Name and Municipality of Residence)	Director Since	Present principal occupation or employment	Prior principal occupation or employment within the preceding five years
Consuelo E. Madere. Destin, Florida, USA	2014	President and Founder of Proven Leader Advisory, LLC, a management consulting and executive coaching firm	Vice President, Global Vegetables and Asia Commercial of Monsanto Company, an agrochemical and agricultural biotechnology company
Keith G. Martell Toronto, Ontario, Canada	2007	Chief Executive Officer and a Director of First Nations Bank of Canada, a Canadian charted bank independently controlled by Aboriginal shareholders	Same as present
A. Anne McLellan(2) Edmonton, Alberta, Canada	2018	Corporate Director	Same as present
Derek G. Pannell (2) Saint John, New Brunswick, Canada	2018	Corporate Director. Independent Lead Director of Nutrien Ltd. (part-time basis)	Board Chair of Agrium (part-time basis)
Aaron W. Regent (1) Toronto, Ontario, Canada	2015	Founding Partner and Managing Partner of Magris Resources Inc., a private equity investment firm specializing in the mining sector, and Chairman and Chief Executive Officer of Niobec Inc., a company that owns and operates the Niobec mine which comprises niobium deposit	Same as present
Mayo M. Schmidt(2) Toronto, Ontario, Canada	2018	President and Chief Executive Officer and Director of Hydro One Inc., an electricity transmission and distribution company	President and Chief Executive Officer, Viterra Inc., a global agri-business company

(1) Member of the Audit Committee.

(2) Appointed to the PotashCorp board on January 1, 2018 in connection with the closing of the Merger.

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Officers (Name and Municipality of Residence; Office with Company)	Present principal occupation	Present position with the Company	Prior principal occupation or employment within the preceding five years
Jochen E. Tilk Saskatoon, Saskatchewan, Canada	Executive Chair of Nutrien	President and Chief Executive Officer	President and Chief Executive Officer of Inmet Mining Corporation, a Canadian-based global mining company
Wayne Brownlee Saskatoon, Saskatchewan, Canada	Executive Vice President & Chief Financial Officer Nutrien	Executive Vice President and Chief Financial Officer	Same as present
Raef Sully Glenview, Illinois, USA	Executive Vice President and President, Potash of Nutrien	President, PCS Nitrogen and PCS Phosphate	President, PCS Nitrogen; Vice President, Project Management and Capital, PotashCorp
Joseph Podwika Arlington Heights, Illinois, USA	Executive Vice President & Chief Legal Officer of Nutrien	Senior Vice President, General Counsel and Secretary	Same as present
Kevin Graham Saskatoon, Saskatchewan, Canada	Executive Vice President and President, Sales of Nutrien	Senior Vice President, Strategy and Corporate Development	Same as present
Lee Knafelc Saskatoon, Saskatchewan, Canada	Executive Vice President & Chief Sustainability Officer of Nutrien	Senior Vice President, Human Resources and Administration	Vice President, Human Resources and Administration, PotashCorp
Brent Poohkay Canmore, Alberta, Canada	Executive Vice President & Chief Information Officer of Nutrien	Senior Vice President, Information Technology	Same as present

As at the date hereof, directors and officers as a group did not beneficially own, or control or direct, directly or indirectly, any common shares of the Company.

10.2 CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS

Except as set out below, no director or executive officer of the Company was, as at the date hereof, or has been within the ten years prior to the date hereof, a director, chief executive officer or chief financial officer of any company (including the Company), that:

• was subject to an order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or

• was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

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For the purposes of the above, “order” means any of the following that was in effect for a period of more than 30 consecutive days:

• a cease trade order;

• an order similar to a cease trade order; or

• an order that denied the relevant company access to an exemption under securities legislation.

Except as set out below, no director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company:

• was, as at the date hereof, or has been within the ten years prior to the date hereof, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver manager or trustee appointed to hold its assets; or

• has, within the ten years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

Mr. Burley was a director of Parallel Energy Inc., administrator of Parallel Energy Trust (“Parallel Energy”). On or about November 9, 2015, Parallel Energy and its affiliates filed applications for protection under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”) and voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code. Mr. Burley resigned from the board of directors of Parallel Energy Inc. on March 1, 2016.The Canadian entities of Parallel Energy each filed an assignment in bankruptcy under the Bankruptcy and Insolvency Act on March 3, 2016. In 2015, securities regulators for the Provinces of Alberta, British Columbia, Manitoba, Ontario, Quebec, Saskatchewan and New Brunswick issued cease trading orders in relation to the securities of Parallel Energy for the failure by Parallel Energy to timely file financial statements as well as related continuous disclosure documents. Such cease trade orders continue to be in effect. The TSX delisted the trust units and debentures of Parallel Energy at the close of business on December 11, 2015.

In May 2004, Saskatchewan Wheat Pool Inc. (“SWP”), the predecessor of Viterra, disposed of its hog operations, which had been carried on through certain of its subsidiaries, through a court-supervised process under the CCAA. On April 12, 2005, the Saskatchewan Financial Services Commission issued a cease trade order against four of these subsidiaries of SWP for failing to file the required annual continuous disclosure documents. The cease trade order was revoked on October 18, 2010 pursuant to Viterra’s application to effect a reorganization of the entities in question. Mr. Schmidt served as an officer and/or director of these entities.

10.3 CONFLICTS OF INTEREST

To the knowledge of the Company, no director or officer of the Company has an existing or potential material conflict of interest with the Company or any of its subsidiaries, joint ventures or partnerships.

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ITEM 11 – PROMOTERS

During the two most recently completed financial years, no person or company has been a promoter of the Company.

ITEM 12 – LEGAL PROCEEDINGS AND REGULATORY ACTIONS

The information under “Legal and Other Matters” of Note 30 to the Company’s audited consolidated financial statements are incorporated herein by reference. For further discussion of certain environmental proceedings in which we are involved, see “Environmental Matters” above.

In the normal course of business, we are also, and expect to continue to be, subject to various other legal proceedings being brought against us. While it is not possible to determine the ultimate outcome of such actions at this time, and inherent uncertainties exist in predicting such outcomes, it is the company’s belief that the ultimate resolution any of such known actions is not reasonably likely to have a material adverse effect on its consolidated financial statements.

ITEM 13 – INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

To the knowledge of the Company, the Company confirms that, as of the date hereof, there were no directors or executive officers of the Company or any associate or affiliate of a director or executive officer of the Company with any material interest, direct or indirect, in any transaction within the three most recently completed financial years or during the current financial year that has materially affected or is reasonably expected to materially affect the Company.

ITEM 14 – TRANSFER AGENT, REGISTRAR, AND TRUSTEES

During the year ended December 31, 2017, the Company’s registrar and transfer agent was AST Trust Company (Canada), at its principal offices in Calgary, Alberta; and Toronto, Ontario. Following the completion of the Merger, the Company no longer has a registrar and transfer agent as it is a wholly-owned subsidiary of Nutrien.

The trustee for the Company’s senior notes is U.S. Bank National Association at its offices in New York, New York.

ITEM 15 – MATERIAL CONTRACTS

To the knowledge of the Company, no material contracts require disclosure under this Item.

ITEM 16 – INTERESTS OF EXPERTS

16.1 NAMES OF EXPERTS

The financial statements of the Company as at and for the two years ended December 31, 2017 and 2016 have been audited by Deloitte LLP.

Craig Funk, B. Sc., M.Sc., P. Eng., P.Geo., an employee of the Company, prepared the Allan Technical Report, the Cory Technical Report, the Lanigan Technical Report and the Rocanville Technical Report. Mr. Funk is a qualified person under NI 43-101 and has reviewed and approved the scientific and technical information in this AIF relating to the Company’s Allan, Cory, Lanigan and Rocanville potash operations.

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16.2 INTERESTS OF EXPERTS

Deloitte LLP, the auditor of the Company, is independent within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Saskatchewan and the rules and standards of the Public Company Accounting Oversight Board and the securities laws and regulations administered by the SEC.

Craig Funk is an employee of PotashCorp and holds beneficially, directly or indirectly, less than one percent of any class of the securities of the Company or of any of the Company’s associates or affiliates.

ITEM 17 – AUDIT COMMITTEE

17.1 AUDIT COMMITTEE CHARTER

Attached, as Exhibit 17.1, is the charter for the Company’s Audit Committee.

17.2 COMPOSITION OF THE AUDIT COMMITTEE

Members of the Audit Committee are Christopher Burley, Alice D. Laberge, Consuelo E. Madere and Aaron W. Regent. Each member of the Audit Committee is independent and financially literate.

17.3 RELEVANT EDUCATION AND EXPERIENCE OF MEMBERS OF THE AUDIT COMMITTEE

Name (Director Since)	Principal Occupation and Full Biography
Mr. Christopher Burley (2009) B.Sc., M.B.A. Calgary, Alberta, Canada Other Public Directorships •  Nutrien Ltd., (TSX, NYSE) •  Westjet Airlines Ltd., a Canadian airline, (TSX) •  Agrium Inc.	Mr. Burley is a Corporate Director and former Managing Director and Vice Chairman of Energy for Merrill Lynch Canada Inc., an investment banking firm. He has over two decades of experience in the investment banking industry. He is the Vice Chairman and a director of WestJet Airlines Ltd. and a former non-executive Chairman of the board of directors of Parallel Energy Inc. Mr. Burley is a graduate of the Institute of Corporate Directors’ Education Program and holds the ICD.D designation.
Ms. Alice D. Laberge (2003) B.Sc., M.B.A. Vancouver, British Columbia Other Public Directorships •  Nutrien Ltd. (TSX, NYSE) •  Royal Bank of Canada, Canadian multinational financial services company, (TSX, NYSE) •  Russell Metals Inc., metal supplier company, (TSX) •  Agrium Inc.	Ms. Laberge is a Corporate Director and the former President and Chief Executive Officer of Fincentric Corporation, a global provider of software solutions to financial institutions. She was previously Senior Vice President and Chief Financial Officer of MacMillan Bloedel Ltd. She is a director of the Royal Bank of Canada, Russel Metals Inc. and the B.C. Cancer Foundation and has served as a director of Silverbirch Holdings, Delta Hotels Ltd. and Catalyst Paper Corporation. Ms. Laberge is the past Chair of the Board of Governors of the University of British Columbia. She is a Fellow of the Institute of Corporate Directors.
Ms. Consuelo E. Madere (2014) B.Sc., M.B.A. Destin, Florida, USA Other Public Directorships •  Nutrien Ltd., (TSX, NYSE) •  Agrium Inc.	Ms. Madere is the President and Founder of Proven Leader Advisory, LLC, a management consulting and executive coaching firm. She is a former executive officer of Monsanto Company, a leading global provider of agricultural products and retired as Monsanto’s Vice President, Global Vegetables and Asia Commercial. Ms. Madere is a member of the Latin Corporate Directors Association as well as the Hispanic Association on Corporate Responsibility and serves on the Dean’s Advisory Council of the Louisiana State University Honors College.

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Name (Director Since)

Principal Occupation and Full Biography

Mr. Aaron W. Regent (2015) B.A, FCA, FCPA Toronto, Ontario, Canada Other Public Directorships •  Nutrien Ltd., (TSX, NYSE) •  The Bank of Nova Scotia, a Canadian multinational financial services company, (TSX, NYSE) •  Agrium Inc.

Mr. Regent serves on the board of and is a former member of the audit committee of The Bank of Nova Scotia, and is also the Founding Partner of Magris Resources Inc. and Chairman and Chief Executive Officer of Niobec Inc. Mr. Regent has acquired significant financial experience during his time as President and Chief Executive Officer of Barrick Gold Corporation, Senior Managing Partner of Brookfield Asset Management and Co-Chief Executive Officer of the Brookfield Infrastructure Group, and as President and Chief Executive Officer of Falconbridge Limited. Mr. Regent is a member of the Chartered Professional Accountants of Ontario.

17.4 PRE-APPROVAL POLICIES AND PROCEDURES

Subject to applicable law, the Audit Committee is directly responsible for the compensation and oversight of the work of the independent auditors. The Audit Committee has adopted procedures for the pre-approval of engagements for services of its external auditors. The Audit Committee’s policy requires pre-approval of all audit and non-audit services provided by the external auditor. The policy identifies three categories of external auditor services and the pre-approval procedures applicable to each category, as follows:

• Audit and audit-related services — these are identified in the annual Audit Service Plan presented by the external auditor and require annual approval. The Audit Committee monitors the audit services engagement at least quarterly.

• Pre-approved list of non-audit services — non-audit services which are reasonably likely to occur have been identified and receive general pre-approval of the Audit Committee, and as such do not require specific pre-approvals. The term of any general pre-approval is 12 months from approval unless otherwise specified. The Audit Committee annually reviews and pre-approves the services on this list.

• Other proposed services — all proposed services not categorized above are brought forward on a case-by-case basis and specifically pre-approved by the Chair of the Audit Committee, to whom pre-approval authority has been delegated.

17.5 EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)

The following table sets out the fees billed to us by Deloitte LLP and its affiliates for professional services in each of the years ended December 31, 2017 and 2016. During these years, Deloitte LLP was the Company’s only external auditor.

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Category	Year Ended December 31,
	2017		2016
	US $		US $
Audit Fees(1)		2,013,962		2,108,117
Audit-Related Fees(2)		305,734		292,505
Tax Fees(3)		362,078		298,904
All Other Fees(4)		39,877		333,458
Total		2,721,651		3,032,984

(1) For professional services rendered by Deloitte LLP for the audit of the Company’s annual consolidated financial statements, review of interim financial statements, the provision of consent letters and the provision of comfort letters.

(2) For professional services rendered by Deloitte LLP for employee benefit plan audits, audits of individual statutory financial statements, verification letters issued for certain of the Company’s environmental liabilities, and specified procedure engagements.

(3) For professional services rendered by Deloitte LLP for general tax compliance and advice.

(4) For professional services rendered by Deloitte LLP for operational consulting, subscription based services for human resource related literature, and subscription based service for accounting literature.

ITEM 18 – ADDITIONAL INFORMATION

Additional financial information is provided in the 2017 Financial Statements and 2017 MD&A. Further, additional information, including historical information concerning directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and securities authorized for issuance under equity compensation plans is contained in the Company’s management proxy circular dated February 20, 2017 for the annual meeting of PotashCorp shareholders that took place on May 9, 2017. Additional information relating to PotashCorp may be found on the Nutrien’s website at www.nutrien.com, on the Canadian Securities Administrators’ website at www.sedar.com and on the EDGAR section of the SEC’s website at www.sec.gov.

As a result of the completion of the Merger, and the Company being a wholly-owned subsidiary of Nutrien, the Company is not required to send an information circular in accordance with National Instrument 51-102 Continuous Disclosure Obligations and Form 51-102F5 thereunder to any of its securityholders. An issuer that is not required to send an information circular to any of its securityholders is ordinarily required to include certain additional disclosure in its annual information form, including with respect to director and officer compensation (“CD&A Disclosure”) for the year ended December 31, 2017. The Company has obtained an order from applicable Canadian securities regulatory authorities exempting the Company from the requirement to include CD&A Disclosure in its annual information form, which exemption is conditional upon (i) Nutrien holding an annual meeting of shareholders prior to September 30, 2018; (ii) CD&A Disclosure with respect to Nutrien being included in the management information circular prepared by Nutrien (the “Nutrien Circular”) in connection with the Nutrien Meeting (the “Nutrien CD&A Disclosure”); (iii) the Company, so long as it is a reporting issuer, filing the Nutrien CD&A Disclosure promptly following the filing of the Nutrien Circular; and (iv) the Company including this notice in this AIF.

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EXHIBIT 17.1

POTASH CORPORATION OF SASKATCHEWAN INC.

AUDIT COMMITTEE

CHARTER

1. PURPOSE

1.1 The Audit Committee (the “Committee”) is a standing committee of the Board of Directors of Potash Corporation of Saskatchewan Inc. (the “Corporation”). Its purpose is to assist the Board of Directors in fulfilling its oversight responsibilities for (i) the integrity of the Corporation’s financial statements, (ii) the Corporation’s compliance with legal and regulatory requirements, (iii) the qualifications and independence of the auditors of the Corporation (the “external auditors”), and (iv) the performance of the Corporation’s internal audit function and external auditors. The Committee will also prepare the report that is, under applicable legislation and regulation, required to be included in the Corporation’s annual proxy statement and circular.

2. AUTHORITY

2.1 The Committee has authority to conduct or authorize investigations into any matter within its scope of responsibility. It is empowered to:

(a) Determine the public accounting firm to be recommended to the Corporation’s shareholders for appointment as external auditors, and, subject to applicable law, be directly responsible for the compensation and oversight of the work of the external auditors. The external auditors will report directly to the Committee.

(b) Resolve any disagreements between management and the external auditors regarding financial reporting.

(c) Pre-approve all auditing and permitted non-audit services performed by the Corporation’s external auditors.

(d) Retain independent counsel, accountants, or others to advise the Committee or assist in its duties.

(e) Seek any information it requires from employees — all of whom are directed to cooperate with the Committee’s requests — or external parties.

(f) Meet with the Corporation’s officers, external auditors or outside counsel, as necessary.

(g) Delegate authority, to the extent permitted by applicable legislation and regulation, to one or more designated members of the Committee, including the authority to pre-approve all auditing and permitted non-audit services, providing that such decisions are presented to the full Committee at its next scheduled meeting.

3. COMPOSITION

3.1 The Committee shall consist of at least three and no more than six members of the Board of Directors.

3.2. The Corporate Governance and Nominating Committee will recommend to the Board of Directors members for appointment to the Committee and the Chair of the Committee. Only independent Directors shall be entitled to vote on any Board resolution approving such recommendations.

3.3. If and whenever a vacancy shall exist on the Committee, the remaining members may exercise all its powers so long as a quorum remains in office.

3.4. Each Committee member shall be independent according to the independence standards established by the Board of Directors, and all applicable corporate and securities laws and stock exchange listing standards.

3.5. Each Committee member will also be financially literate. At least one member shall be designated as the “financial expert”, as defined by applicable legislation and regulation. No Committee member shall simultaneously serve on the audit committees of more than two other public companies.

4. MEETINGS

4.1 A majority of the members of the Committee shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members present at a meeting duly called and held. All Committee members are expected to attend each meeting, in person or via tele- or video-conference. Any decision or determination of the Committee reduced to writing and signed by all of the members of the Committee shall be fully as effective as if it had been made at a meeting duly called and held.

4.2. The Committee will meet at least once each fiscal quarter, with authority to convene additional meetings, as circumstances require. The Committee will invite other members of the Board of Directors, members of management, internal auditors or others to attend meetings and provide pertinent information, as necessary. External auditors shall be entitled to receive notice of every meeting of the Committee and to attend and be heard thereat. The Committee will meet separately, periodically, with management, with internal audit and with external auditors. The Committee will also meet periodically in camera. Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials.

4.3. The time at which and place where the meetings of the Committee shall be held and the calling of meetings and the procedure in all things at such meetings shall be determined by the Committee; provided that meetings of the Committee shall be convened whenever requested by the external auditors or any member of the Committee in accordance with the Canada Business Corporations Act (the “CBCA”). Following a Committee meeting, the Committee Chair shall report on the Committee’s activities to the Board of Directors at the next Board of Directors meeting. The Committee shall keep and approve minutes of its meetings in which shall be recorded all action taken by it, which minutes shall be available as soon as practicable to the Board of Directors.

5. CHAIR

5.1 The Chair of the Committee shall have the duties and responsibilities set forth in Appendix “A”.

6. RESPONSIBILITIES

There is hereby delegated to the Committee the duties and powers specified in section 171 of the CBCA and, without limiting these duties and powers, the Committee will carry out the following responsibilities.

6.1 Financial Statements

(a) Review significant accounting and reporting issues and understand their impact on the financial statements. These issues include:

(i) complex or unusual transactions and highly judgmental areas;

(ii) major issues regarding accounting principles and financial statement presentations, including any significant changes in the Corporation’s selection or application of accounting principles; and

(iii) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Corporation.

(b) Review analyses prepared by management and/or the external auditors, setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of new or revised IFRS methods on the financial statements.

(c) Review both U.S. GAAP (where applicable) and IFRS issues and any reconciliation issues from IFRS to U.S. GAAP.

(d) Review with management and the external auditors the results of the audit, including any difficulties encountered. This review will include any restrictions on the scope of the external auditors’ activities or on access to requested information, and the resolution of any significant disagreements with management.

(e) Review and discuss the annual audited financial statements and quarterly financial statements with management and the external auditors, including the Corporation’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”), including the discussion of critical accounting estimates included therein.

(f) Review and discuss the unaudited annual financial statements prior to the Corporation’s year-end earnings release.

(g) Review the annual financial statements and MD&A and make a determination whether to recommend their approval by the Board of Directors.

(h) Approve the quarterly financial statements and MD&A prior to their release.

(i) Review disclosures made by the Chief Executive Officer and the Chief Financial Officer during the Forms 10-K and 10-Q certification process about significant deficiencies or material weaknesses in the design or operation of internal controls or any fraud that involves management or other employees who have a significant role in the Corporation’s internal controls.

(j) Review and discuss earnings press releases prior to their release (particularly use of “pro forma” information or other non-IFRS financial measures), as well as financial information and earnings guidance provided externally, including to analysts and rating agencies.

(k) Review management’s internal control report and the related attestation by the external auditors of the Corporation’s internal controls over financial reporting.

6.2. Internal Control

(a) Consider the effectiveness of the Corporation’s internal control system, including information technology security and control.

(b) Understand the scope of internal audit and external auditors’ review of internal control over financial reporting, and obtain reports on significant findings and recommendations, together with management’s responses.

(c) As requested by the Board of Directors, discuss with management, internal audit and the external auditors the Corporation’s major risk exposures (whether financial, operational or otherwise), the adequacy and effectiveness of the accounting and financial controls, and the steps management has taken to monitor and control such exposures.

(d) Annually review the Corporation’s disclosure controls and procedures, including any significant deficiencies in, or material non-compliance with, such controls and procedures.

(e) Discuss with the Chief Financial Officer and, as is in the Committee’s opinion appropriate, the Chief Executive Officer, all elements of the certification required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act.

6.3. Internal Audit

(a) Review with management, the external auditors and internal audit the charter, plans, activities, staffing and organizational structure of the internal audit function.

(b) Ensure there are no unjustified restrictions or limitations on the functioning of the internal audit department, and review and concur in the appointment, replacement, or dismissal of the Vice President, Internal Audit.

(c) Review the effectiveness of the internal audit function, including conformance with The Institute of Internal Auditors’ International Standards for the Professional Practice of Internal Auditing, the Definition of Internal Auditing and the Code of Ethics.

(d) On a regular basis, meet separately with the Vice President, Internal Audit to discuss any matters that the Committee or the Vice President, Internal Audit believes should be discussed privately.

6.4. External Audit

(a) Review the external auditors’ proposed audit scope and approach, (including coordination of audit effort with internal audit) and budget.

(b) Oversee the work and review the performance of the external auditors, and make recommendations to the Board regarding the appointment or discharge of the external auditors. In performing this oversight and review, the Committee will:

(i) At least annually, obtain and review a report by the external auditors describing (A) the external auditors’ internal quality control procedures; (B) any material issues raised by the most recent internal quality control review, or peer review, of the external auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the external auditors, and any steps taken to deal with any such issues; and (C) (to assess the auditor’s independence) all relationships between the external auditors and the Corporation.

(ii) Take into account the opinions of management and internal audit.

(iii) Review and evaluate the lead partner of the external auditors.

(c) On an annual basis receive and review from the external auditors a report on items required to be communicated to the Committee by applicable rules and regulations.

(d) Ensure the rotation of the lead audit partner every five years and other audit partners every seven years, and consider whether there should be regular rotation of the audit firm itself.

(e) Present its conclusions with respect to the external auditors to the full Board of Directors.

(f) Set clear hiring policies for employees or former employees of the present or former external auditors.

(g) On a regular basis, meet separately with the external auditors to discuss any matters that the Committee or external auditors believe should be discussed privately.

6.5. Compliance

(a) Review the effectiveness of the system for monitoring compliance with laws and regulations and the results of management’s investigation and follow-up (including disciplinary action) of any instances of non-compliance.

(b) Establish procedures for: (i) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters; and (ii) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

(c) Review the findings of any examinations by regulatory agencies, and any external auditors observations made regarding those findings.

(d) Review the process for communicating the Core Values and Code of Conduct to Corporation personnel, and for monitoring compliance therewith.

(e) Obtain regular updates from management and the Corporation’s legal counsel regarding compliance matters.

6.6. Reporting Responsibilities

(a) Regularly report to the Board of Directors about Committee activities and issues that arise with respect to the quality or integrity of the Corporation’s financial statements, the Corporation’s compliance with legal or regulatory requirements, the performance and independence of the Corporation’s external auditors, and the performance of the internal audit function.

(b) Provide an open avenue of communication between internal audit, the external auditors, and the Board of Directors.

(c) Report annually to shareholders, describing the Committee’s composition, responsibilities and how they were discharged, and any other information required by applicable legislation or regulation, including approval of non-audit services.

(d) Review any other reports the Corporation issues that relate to Committee responsibilities.

6.7. Other Responsibilities

(a) Discuss with management the Corporation’s major policies with respect to risk assessment and risk management.

(b) Perform other activities related to this Committee Charter as requested by the Board of Directors.

(c) Institute and oversee special investigations as needed.

(d) Ensure appropriate disclosure of this Committee Charter as may be required by applicable legislation or regulation.

(e) Confirm annually that all responsibilities outlined in this Committee Charter have been carried out.

(f) Receive and review, at least quarterly, a report prepared by the Corporation’s Natural Gas Hedging Committee and, if the Corporation’s hedged position is outside approved guidelines, determine the reasons for the deviation and any action which will be taken as a result.

(g) Annually review the Corporation’s natural gas hedging policy statement, currency conversion policy and external borrowing policy with respect to the use of derivatives and swaps.

(h) Receive and review, at least annually and in conjunction with the HR&C Committee, a report on pension plan governance including a fund review and retirement plan accruals.

7. FUNDING

7.1 The Corporation shall provide for appropriate funding, as determined by the Committee, for (i) compensation to the external auditors for the purpose of preparing or issuing an audit report or performing other audit review or attest services as pre-approved by the Committee; (ii) compensation to any outside experts employed by the Committee; and (iii) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

8. OTHER

8.1 The Committee shall conduct an evaluation of the Committee’s performance and this Audit Committee Charter, including Appendix “A” attached hereto, at least annually, and recommend to the Board of Directors such Committee Charter changes as the Committee deems appropriate.

8.2. Authority to make minor technical amendments to this Committee Charter is hereby delegated to the Secretary of the Corporation who will report any amendments to the Board of Directors at its next meeting.

APPENDIX A

AUDIT COMMITTEE CHAIR POSITION DESCRIPTION

In addition to the duties and responsibilities set out in the Board of Directors Charter and any other applicable charter, mandate or position description, the chair (the “Chair”) of the Audit Committee (the “Committee”) of Potash Corporation of Saskatchewan Inc. (the “Corporation”) has the duties and responsibilities described below.

1. Provide overall leadership to facilitate the effective functioning of the Committee, including:

(a) overseeing the structure, composition, membership and activities delegated to the Committee;

(b) chairing every meeting of the Committee and encouraging free and open discussion at meetings of the Committee;

(c) scheduling and setting the agenda for Committee meetings with input from other Committee members, the Chair of the Board ofDirectors and management as appropriate;

(d) facilitating the timely, accurate and proper flow of information to and from the Committee;

(e) arranging for management, internal and external auditors and others to attend and present at Committee meetings as appropriate;

(f) arranging sufficient time during Committee meetings to fully discuss agenda items;

(g) encouraging Committee members to ask questions and express viewpoints during meetings; and

(h) taking all other reasonable steps to ensure that the responsibilities and duties of the Committee, as outlined in its Charter, are well understood by the Committee members and executed as effectively as possible.

2. Foster ethical and responsible decision making by the Committee and its individual members.

3. Encourage the Committee to meet in separate, regularly scheduled, non- management, closed sessions with the internal auditor and the independent auditors.

4. Following each meeting of the Committee, report to the Board of Directors on the activities, findings and any recommendations of the Committee.

5. Carry out such other duties as may reasonably be requested by the Board of Directors.

EX-99.2

Exhibit 99.2

Contents

Management’s Discussion  & Analysis
Financial & Operational Highlights	1
Business & Operating Environment	2
Strategic Performance	6
Nutrient Performance
Industry	10
Potash	11
Nitrogen	16
Phosphate	20
2017 Earnings per Share	24
Other Expenses and Income	25
Other Non-Financial Information	27
Quarterly Results	28
Financial Condition Review	30
Liquidity and Capital Resources	31
Capital Structure and Management	34
Other Financial Information	36
Controls and Procedures	37
2018 Nutrien Guidance	38
Nutrien Pro Forma Earnings and Balance Sheet	39
Forward-Looking Statements	44
Non-IFRS Financial Measures in MD&A	45
11 Year Data	46
Financials & Notes	54
Other Information
Appendix	128
Terms and Measures	129

To learn more, watch for the following icons:

AIF	Annual Information Form
FS	Financial Statements

Financial data in this report are stated in US dollars unless

otherwise noted.

Management’s Discussion & Analysis

of Financial Conditions and Results of Operations (in US dollars)

On January 1, 2018, PotashCorp and Agrium completed a merger of equals creating the world’s largest provider of crop inputs and services (the “Merger”). The new company, Nutrien Ltd. (“Nutrien”), will play a critical role in helping growers increase food production in a sustainable manner.

This report primarily focuses on PotashCorp’s historical results and includes certain information on Nutrien, including Nutrien financial guidance and certain pro forma financial information.

The following discussion and analysis is the responsibility of management and is as of February 20, 2018. The Board of Directors of PotashCorp carries out its responsibility for review of this disclosure principally through its audit committee, comprised exclusively of independent directors. The audit committee reviews this disclosure and recommends its approval by the Board of Directors. The term “PCS” refers to Potash Corporation of Saskatchewan Inc. and the terms “we,” “us,” “our,” “PotashCorp” and “the company” refer to PCS and, as applicable, PCS and its direct and indirect subsidiaries as a group. Additional information relating to PotashCorp (which is not incorporated by reference herein) can be found in our regulatory filings on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

All references to per-share amounts pertain to diluted net income per share (EPS) as described in Note 9 to the consolidated financial statements.

As a foreign private issuer, beginning January 1, 2018, we changed from an SEC voluntary filer on Form 10-K to an SEC filer on Form 40-F to align with the Nutrien expected filing format. Readers are directed to the company’s Annual Information Form, including the discussion of risk factors therein, for more information.

PotashCorp applies International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS). PotashCorp is considered the acquirer and continuing reporting entity for accounting purposes resulting from the Merger and, as a result, the financial statements and related notes of Nutrien for 2017 and prior will reflect the operations of PotashCorp. Readers are cautioned that the historical financial results herein are of PotashCorp only and they are not indicative of the expected future operating performance of Nutrien. A pro forma statement of earnings and balance sheet of Nutrien is provided on pages 40 and 42, respectively.

For a description of risk factors that may affect the company, see “Risk Factors” in our most recent Annual Information Form on file with the SEC and Canadian provincial securities regulatory authorities. Also see the cautionary statement on forward-looking information on Page 44.

FINANCIAL & OPERATIONAL HIGHLIGHTS

Years ended December 31

(millions unless otherwise noted)	2017			2016			2015			2014			2013
FINANCIAL
Sales		4,547			4,456			6,279			7,115			7,305
Gross Margin		675			830			2,269			2,647			2,790
Net Income from Continuing Operations 1		154			199			1,115			1,349			1,534
Net Income per Share from Continuing Operations 1
Basic		0.18			0.24			1.34			1.61			1.77
Diluted		0.18			0.24			1.34			1.60			1.76
Net Income 2		327			323			1,270			1,536			1,785
Net Income per Share 2
Basic		0.39			0.39			1.52			1.83			2.06
Diluted		0.39			0.38			1.52			1.82			2.04
Cash Provided by Operating Activities		1,225			1,260			2,338			2,614			3,212
Total Assets		16,998			17,255			17,469			17,724			17,958
Total Non-Current Financial Liabilities		3,746			3,763			3,819			3,328			3,099
Dividends Declared per Share		0.40			0.70			1.52			1.40			1.33
POTASH
Sales Volumes (thousand tonnes product)		9,297			8,644			8,772			9,346			8,100
Average Realized Price (per tonne)		175			158			263			269			332
Cost of Goods Sold (per tonne)		(89	)		(105	)		(111	)		(113	)		(136	)
Gross Margin (per tonne)		86			53			152			156			196
NITROGEN 3
Sales Volumes (thousand tonnes product)		6,317			6,373			5,926			6,352			5,896
Average Realized Price (per tonne)		207			217			322			374			377
Cost of Goods Sold (per tonne)		(169	)		(163	)		(206	)		(218	)		(225	)
Gross Margin (per tonne)		38			54			116			156			152
PHOSPHATE
Sales Volumes (thousand tonnes product)		2,811			2,713			2,850			3,142			3,680
Average Realized Price (per tonne)		393			439			545			510			497
Cost of Goods Sold (per tonne)		(523	)		(428	)		(463	)		(448	)		(415	)
Gross Margin (per tonne)		(130	)		11			82			62			82

¹ Prior year amounts have been reclassified as a result of discontinued operations as described in Note 19 to the consolidated financial statements

² From continuing and discontinued operations

³ Includes inter-segment ammonia sales

Note: all amounts listed under Potash, Nitrogen and Phosphate exclude the impact of other miscellaneous and purchased products.

PotashCorp 2017 Annual Report 1

BUSINESS & OPERATING ENVIRONMENT

PotashCorp’s crop nutrients are vital to maintaining healthy and productive soils and are essential to produce nutritious food for a growing population. Demand for our products is closely tied to agricultural and macroeconomic factors, most notably population growth and rising incomes in developing countries.

	2017	OUR OPERATIONS AND ASSETS	OUR PRODUCTS AND MARKETS	NUMBER OF EMPLOYEES *
K	POTASH	•  Five large-scale, lower-cost potash mines and several decades of high-quality reserves in Saskatchewan; positioned to remain one of the lowest cost producers globally •  One potash mine in New Brunswick currently in care-and-maintenance mode •  Investment in Canpotex, the world’s premier potash exporter	•  Produce nine different products; vast majority of production is granular and standard fertilizer •  Product sold offshore by Canpotex, using more than 5,000 railcars, three shipping terminals in British Columbia, Oregon and New Brunswick and a state-of-the-art railcar maintenance facility •  Product sold within North America by PCS Sales, using approximately 4,500 railcars and more than 200 owned or leased distribution points	2,241
N	NITROGEN	•  Three US production facilities near key customers, with access to lower-cost natural gas •  One large-scale production facility in Trinidad with four ammonia plants and one urea plant	•  Produce ammonia, urea, nitric acid, ammonium nitrate and nitrogen solutions, with a focus on industrial customers •  Majority of product is sold in North America; offshore sales sourced primarily from Trinidad •  Fleet of ammonia vessels with long-term leases enable us to service customers efficiently; Trinidad is ideally located to service import demand needs in the US, Brazil, North Africa and Northwest Europe cost-effectively	856
P	PHOSPHATE	•  Two large, integrated mining and processing facilities and five smaller upgrading plants in the US •  Long-term permits in place at Aurora for decades of mining; life-of-mine permit at White Springs	•  High-quality rock allows us to produce the most diversified portfolio of products among our peers, including feed, industrial and fertilizers •  Majority of product is sold in North America; proximity to customers allows us to minimize freight costs	1,559

* Includes employees within individual nutrient segments on December 31, 2017

2 PotashCorp 2017 Annual Report

POTASH OPERATING ENVIRONMENT

USES			NUMBER OF MAJOR PRODUCING COUNTRIES*
Fertilizer Improves root and stem strength, water utilization and disease resistance; enhances taste, color and texture of food	Feed Aids in animal growth and milk production	Industrial Used in soaps, water softeners, de-icers, drilling muds and food products	10

* Countries producing more than 500,000 tonnes annually

INDUSTRY OVERVIEW

Economically mineable deposits are geographically concentrated	Regions that have historically under-applied potash expected to drive growth in demand	New capacity requires significant investment of time and money
•  Securing an economically mineable deposit in a country that has both political stability and available infrastructure presents significant challenges. •  Producers in Canada and the FSU account for approximately 40 percent and 30 percent of world capacity, respectively.	•  Crop production requirements and improving soil fertility practices – particularly in emerging markets where potash has been under-applied and crop yields lag – are expected to drive strong growth in potash demand. •  Economic conditions and government policies in consuming regions can create variability in growth.	•  Entry into the potash business is challenging because building new capacity is costly and time-consuming. •  Brownfield projects, especially those already completed, have a significant per-tonne capital cost advantage over greenfield projects.

Competitive Advantage	Competitive Advantage	Competitive Advantage
We have access to decades of high-quality, permitted potash reserves in a politically stable region with well-established infrastructure.	Canpotex is well-positioned to efficiently supply its customers in approximately 40 countries around the world. With a lower fixed-cost profile, we can cost-effectively adjust production to respond to variability in demand.	With our expansions completed at a cost well below that of greenfield, we are the largest potash producer in the world by capacity, and have a lower-cost growth platform that is paid for.

PotashCorp 2017 Annual Report 3

NITROGEN OPERATING ENVIRONMENT

	USES		NUMBER OF MAJOR PRODUCING COUNTRIES
Fertilizer Essential for protein synthesis; speeds plant growth	Feed Plays a key role in animal growth and development	Industrial Used in plastics, resins, adhesives and emission controls	~65

    INDUSTRY OVERVIEW

Lower-cost energy is essential to success	Proximity to end markets provides advantages	Pricing can be volatile
•  Natural gas can make up 70-85 percent of the cash cost of producing a tonne of ammonia. •  With lower-cost natural gas, North America, Russia, North Africa and the Middle East are major producing regions. •  Producers in China and Europe are typically higher-cost suppliers and play a significant role in determining global nitrogen prices.	•  The need for expensive, specialized transportation vessels is an obstacle to economical transportation of ammonia over long distances. •  Global ammonia trade has historically been limited compared to urea, which can be more easily transported.	•  With natural gas feedstock widely available, the nitrogen industry is highly fragmented and regionalized. •  Geopolitical events and the influence of Chinese urea and Russian ammonia exports can impact global trade. •  These factors typically make nitrogen markets more volatile than other fertilizer markets.

Competitive Advantage	Competitive Advantage	Competitive Advantage
Significant supply of lower-priced shale gas provides an advantaged cost position for our US nitrogen production. In Trinidad, our gas costs are indexed to Tampa ammonia prices, sheltering margins.	Our production facilities in the US and Trinidad are well- positioned to serve the key domestic and international consuming regions.	We produce a broad range of nitrogen products and have a relatively stable industrial customer base. Sales to industrial customers make up almost 60 percent of our total nitrogen sales volumes.

4 PotashCorp 2017 Annual Report

PHOSPHATE OPERATING ENVIRONMENT

USES			NUMBER OF MAJOR PRODUCING COUNTRIES
Fertilizer Required for energy storage and transfer; speeds crop maturity	Feed Assists in muscle repair and skeletal development of animals	Industrial Used in soft drinks, food additives and metal treatments	~40

INDUSTRY OVERVIEW

High-quality, lower-cost rock is critical to long-term success	Raw material cost changes affect profitability	Changes in global trade impact market fundamentals
•  Phosphate rock is geographically concentrated: China, Morocco and the US together produce approximately 70 percent of the world’s supply. •  Approximately one-third of global producers are non-integrated and rely on purchased rock; those with direct access to a high-quality, lower-cost rock supply have a significant competitive advantage.	•  Changing prices for raw material inputs – sulfur and ammonia – have historically resulted in production cost volatility. •  Phosphate prices have historically reflected changes in the costs of these inputs, along with rock costs.	•  With limited indigenous rock supply, India is the largest importer of phosphate in the world, and its demand can have a significant impact on global markets. •  Increased export supply from Morocco, Saudi Arabia and China has lowered US exports of solid fertilizers. •  US producers rely more on trade with Latin America and production of specialty phosphate products.

Competitive Advantage	Competitive Advantage	Competitive Advantage
We are an integrated producer with access to many years of high-quality, permitted phosphate reserves.	We sell liquid phosphate fertilizer, feed and industrial phosphate products that require little to no ammonia as a raw material input.	We have the most diversified product offering in the industry with approximately 80 percent of our sales in North America.

PotashCorp 2017 Annual Report 5

STRATEGIC PERFORMANCE

Historically, our seven strategic priorities determined where we focused our efforts to create long-term value for all those associated with our business. Our 2017 results are as follows:

PORTFOLIO & RETURN OPTIMIZATION

Maximize returns for our assets and explore other value-creation opportunities

  ^{Achieved   Not achieved   On track}

TARGET	RESULT	DISCUSSION
Exceed TSR performance for our sector* and the DXAG		•  PotashCorp’s TSR of 17.3 percent was primarily impacted by improved potash fundamentals, including record global potash demand and higher prices. •  Our TSR was below the performance for our sector and the DXAG. The sector return was elevated by certain non-fertilizer related factors for one of our peers.
Exceed CFR 1 for our sector*		•  Our 2017 CFR of 5.5 percent was below the sector average.

* Sector: weighted average (based on market capitalization) for Agrium, APC, CF Industries, ICL, Intrepid, K+S, Mosaic, SQM and Yara

¹  See reconciliation and description of this non-IFRS measure on Page 45. Sector CFR based on four most recent fiscal quarters available

OPERATIONAL EXCELLENCE

Improve our competitive position through reliability, productivity and flexibility

TARGET	RESULT	DISCUSSION
Achieve potash cash cost savings of $20-$30 per tonne from 2013 levels by 2017 (excluding foreign exchange and royalties)		•  We achieved our target in 2017 with potash cash cost savings (excluding foreign exchange and royalties) of $26 per tonne from 2013 levels. Our portfolio optimization efforts, including the ramp-up of our Rocanville expansion, were fundamental to meeting our target.
Capture direct and indirect annualized procurement savings of $170 million from 2014 levels by the end of 2017		•  Our center-led approach to procurement helped us succeed in capturing $175 million in direct and indirect annualized procurement savings since 2014.
Achieve a 95 percent ammonia reliability rate for our nitrogen division		•  Our 2017 ammonia reliability rate of 93 percent for our nitrogen division was lower than target, mainly due to unplanned outages at two of our US plants.

6 PotashCorp 2017 Annual Report

CUSTOMER & MARKET DEVELOPMENT

Encourage product demand and support customer growth

^{N/A  Not Applicable   Achieved   Not achieved   On track}

TARGET	RESULT	DISCUSSION
Outperform competitor groups on quality, reliability and service as measured by customer surveys	N/A	•  Due to the Merger, we did not administer customer surveys in 2017.
Support development of existing and new markets with enhancements in education, sales and the supply chain		•  During the year our agronomists provided 25 customer education programs, which focused on crop nutrition, soil sampling and nutrient management.

STAKEHOLDER COMMUNICATIONS & ENGAGEMENT

Earn stakeholder trust through strong communications and engagement

TARGET	RESULT	DISCUSSION
Achieve 4 (performing well) out of 5 on surveys of community leaders	N/A	•  Due to the Merger, we did not administer community leader surveys in 2017.
Outperform competitor group on quality of communications and responsiveness as measured by investor surveys	N/A	•  Due to the Merger, we did not administer investor surveys in 2017.

PotashCorp 2017 Annual Report 7

PEOPLE DEVELOPMENT

Attract, develop and retain engaged employees

  Achieved   Not achieved   On track

TARGET	RESULT		DISCUSSION
Have 95 percent of salaried staff submit and review business goals and individual development plans through our new performance management process			•  We achieved our targeted participation with over 95 percent of salaried staff completing their annual performance management process.
Maintain an annual employee turnover rate of 5 percent or less			•  Our 2017 annual employee turnover rate was 3 percent.
Achieve progress toward our diversity priorities of increasing the representation of women in management to 25 percent or more by 2025 and becoming representative of Aboriginal people in our Canadian operations by 2020			•  In 2017, we launched a Women in Leadership Development Mentorship Program that provides mentorship, guided coaching and other resources for our senior female staff. During the year, 46 female leaders participated in the program. •  We continued facilitating our Aboriginal Internship Program, which provides internship opportunities in the areas of engineering, business, and information technology. Since 2015, the program has provided opportunities to 49 participants.

GOOD GOVERNANCE

Foster a culture of accountability, fairness and transparency

TARGET	RESULT		DISCUSSION
Remain in the top quartile of governance practices as measured by external reviews			•  We ranked in the top quartile of governance practices in The Globe and Mail’s Board Games 2017. •  Our governance practices were highly ranked by the Dow Jones Sustainability Index and the FTSE4Good Index in 2017. •  Our 2016 Annual Integrated Report was one of only three – out of ~300 reports judged worldwide – to receive an A+ rating from reportwatch.com. It also received a gold award at the 2017 Awards of Excellence in Corporate Reporting by CPA Canada.

8 PotashCorp 2017 Annual Report

SAFETY, HEALTH & ENVIRONMENTAL EXCELLENCE

Be relentless in pursuit of the safety of our people and protection of the environment

  Achieved   Not achieved   On track

TARGET	RESULT	DISCUSSION
Achieve zero life-altering injuries at our sites		•  There were no life-altering injuries at our sites in 2017. Our efforts focused on effective execution of our four key safety priorities, which include preventing serious injuries and fatalities (SIF) through implementation of our international award-winning SIF Prevention Program.
Reduce total recordable injury rate to 0.75 or lower		•  Our total recordable injury rate of 0.85 in 2017 was our lowest on record; however, we fell short of our target.
Reduce total lost-time injury rate to 0.07 or lower		•  Our total lost-time injury rate for the year was 0.11, which did not meet our target.
By 2018, reduce GHG emissions per tonne of nitrogen product by 5 percent from 2014 levels		•  Our GHG emissions per tonne of nitrogen product decreased by 8 percent compared to 2014 levels. This was mainly the result of our previously installed enhanced emission controls at our largest nitric acid plant and less CO2 vented to the atmosphere.
By 2018, reduce environmental incidents by 40 percent from 2014 levels		•  In 2017, we had nine environmental incidents, our lowest total on record and a 63 percent decrease from 2014 levels. This demonstrates our attention to sharing best practices across our operations, observing our leading indicators and effectively executing our four key environmental priorities. •  Those four key environmental priorities are: environmental job hazard assessments, work pausing to reassess hazards, serious incident prevention and environmental leadership.
By 2018, reduce water consumption per tonne of phosphate product by 10 percent from 2014 levels		•  Water consumption has decreased by 8 percent compared to 2014 levels. Our Eagle Creek water recycling project at White Springs, which became operational in the fourth quarter of 2016, is helping us reduce our consumption.

PotashCorp 2017 Annual Report 9

NUTRIENT PERFORMANCE

INDUSTRY PERFORMANCE

POTASH

Global potash demand was supported by strong growth in consumption in most major markets and consistent customer engagement throughout the year. As a result, global potash shipments rose to a record of approximately 64 million tonnes in 2017, an increase of 6 percent compared to 2016.

In China, consumption growth was supported by affordability and a move to high-value, nutrient-intensive crops. Good monsoon rains supported crop plantings and potash demand in India, while supportive palm oil prices and improved weather benefited potash demand in Other Asian countries. Demand in Latin America was boosted by favorable barter ratios and crop acreage expansion. In North America, demand remained healthy in response to strong affordability and a significant need to replenish soil nutrients.

New supply from producers in Canada and the FSU was outpaced by growth in demand, resulting in tighter supply/demand fundamentals compared to 2016. As a result, potash prices increased in all major markets. In Brazil and North America, spot market prices increased by 21 percent and 7 percent, respectively, compared to the end of 2016.

NITROGEN

Global nitrogen markets were volatile as the start-up of new capacity, including the ramp-up of projects in the US, impacted trade flows. Trade patterns started shifting, including a 30 percent reduction in US nitrogen net imports, a 20 percent reduction in Black Sea ammonia exports and a 50 percent decline in Chinese urea exports.

As this supply transition unfolded, prices for many nitrogen products reached multi-year lows during the first half of 2017 before partially recovering in the second half due to strong consumption and global production outages.

PHOSPHATE

Global phosphate markets remained subdued in 2017, largely due to increased supply and lower shipments to India. Phosphate fertilizer prices increased late in the year due to tightening supply and higher raw material costs. US feed and industrial phosphate prices were well below prior-year levels, due primarily to increased supply from offshore producers.

10 PotashCorp 2017 Annual Report

POTASH FINANCIAL PERFORMANCE

	Dollars (millions)									% Change						Tonnes (thousands)						% Change						Average per Tonne 1									% Change
	2017			2016			2015			2017			2016			2017		2016		2015		2017			2016			2017			2016			2015			2017			2016
Manufactured product
Net sales
North America		$    639			$      589			$       825			8			(29	)		3,201		3,367		2,591		(5	)		30			$     200			$     175			$     318			14			(45	)
Offshore		989			781			1,487			27			(47	)		6,096		5,277		6,181		16			(15	)		$     162			$     148			$     241			9			(39	)
		1,628			1,370			2,312			19			(41	)		9,297		8,644		8,772		8			(1	)		$     175			$     158			$     263			11			(40	)
Cost of goods sold		(824	)		(913	)		(977	)		(10	)		(7	)														$      (89	)		$    (105	)		$    (111	)		(15	)		(5	)
Gross margin		804			457			1,335			76			(66	)														$       86			$       53			$     152			62			(65	)
Other miscellaneous and purchased product gross margin 2		(19	)		(20	)		(13	)		(5	)		54
Gross Margin		$    785			$      437			$    1,322			80			(67	)														$       84			$       51			$     151			65			(66	)

¹ Rounding differences may occur due to the use of whole dollars in per-tonne calculations.

² Comprised of net sales $5 million (2016 – $10 million, 2015 – $17 million) less cost of goods sold $24 million (2016 – $30 million, 2015 – $30 million).

 FS  Note 3

	2017 vs 2016										2016 vs 2015
	Change in Prices/Costs										Change in Prices/Costs
Dollars (millions)	Change in Sales Volumes			Net Sales			Cost of Goods Sold		Total		Change in Sales Volumes			Net Sales			Cost of Goods Sold			Total
Manufactured product
North America		$         (15	)		$          79			$          90		$        154		$        161			$        (481	)		$          (23	)		$        (343	)
Offshore		41			88			64		193		(134	)		(489	)		88			(535	)
Change in market mix		8			(11	)		3		–		(64	)		63			1			–
Total manufactured product		$           34			$        156			$        157		$        347		$        (37	)		$        (907	)		$            66			$        (878	)
Other miscellaneous and purchased product										1											(7	)
Total										$        348											$        (885	)

PotashCorp 2017 Annual Report 11

Sales to major offshore markets were as follows:

	By Canpotex												From New Brunswick
	Percentage of Annual Sales Volumes						% Change						Percentage of Annual Sales Volumes				% Change
	2017		2016		2015		2017			2016			2017 2	2016 2	2015		2017 2	2016
Other Asian markets 1		33		36		34		(8	)		6					–
Latin America		30		33		30		(9	)		10					100
China		18		16		20		13			(20	)				–
India		12		9		9		33			–					–
Other markets		7		6		7		17			(14	)				–
		100		100		100										100

¹ All Asian markets except China and India.

² Our international customers were served by New Brunswick through 2015 and have since been served by Canpotex.

The most significant contributors to the change in total gross margin were as follows (direction of arrows refers to impact on gross margin):

	Sales Volumes		Net Sales Prices		Cost of Goods Sold
2017 vs 2016	Ù Ú	Offshore volumes were higher due mainly to affordability of potash fertilizer relative to crop prices, and agronomic need. North American volumes were slightly lower than the near-record volumes in 2016.	Ù Ù	Prices were higher due to strong demand supporting a continued recovery in most global markets. Offshore prices were also higher due to 2016 results reflecting the impact of our share of Canpotex’s project exit costs following its decision not to proceed with development of an export terminal in Prince Rupert, British Columbia.	Ù Ù Ù	Costs were lower in 2017 due to our portfolio optimization effort, including a greater share of production coming from our lower-cost mines, particularly Rocanville. Costs were also lower in 2017 as the first quarter of 2016 included costs associated with the indefinite suspension of potash operations at Picadilly. Offshore cost of goods sold variance was less positive than North America as a relatively higher percentage of products sold was produced at higher-cost mines.

12 PotashCorp 2017 Annual Report

	Sales Volumes		Net Sales Prices		Cost of Goods Sold
2016 vs 2015	Ù Ú	Stronger North American demand was driven by affordability of potash fertilizer relative to crop prices, as well as agronomic need. Offshore volumes were down largely due to the absence of contracts in China and India in the first half of 2016.	Ú Ú	Prices declined through the first half of 2016 mainly as a result of weaker demand and increased competitive pressures. Our average offshore realized price was also impacted by lower realized prices from Canpotex, including the impact of its decision not to proceed with development of an export terminal in Prince Rupert, British Columbia.	Ù Ú Ù Ú Ù	The Canadian dollar weakened relative to the US dollar. North American cost of goods sold variance was negative due to the indefinite suspension of potash operations at Picadilly in the first quarter of 2016. Royalty costs declined due to lower average North American listed sales prices per tonne. Higher unfavorable adjustments to our asset retirement obligations in 2016 were largely due to lower discount rates. Offshore cost of goods sold variance was positive as a relatively higher percentage of products sold was produced at lower-cost mines.
		The change in market mix produced an unfavorable variance of $64 million related to sales volumes and a favorable variance of $63 million in net sales prices due primarily to more higher-priced granular product being sold.

North America typically consumes more higher-priced granular product than standard product.

PotashCorp 2017 Annual Report 13

POTASH NON-FINANCIAL PERFORMANCE

Production increased in 2017 in response to stronger demand, the completion of the Rocanville expansion and ramp-up, and an increase in our Canpotex sales entitlement.   Production was down in 2016 due to the indefinite suspension of our Picadilly operations, in response to decreased offshore demand. In 2017, there were 46 recordable injuries and five lost-time injuries. In 2016, there were 47 recordable injuries and two lost-time injuries. The increase in the total recordable injury rate was primarily due to fewer hours worked in 2017 compared to 2016.   In 2016, the total recordable injury rate and total lost-time injury rate decreased mainly due to 47 recordable injuries and two lost-time injuries occurring compared to 77 recordable injuries and five lost-time injuries in 2015. The decrease in injury rates was partially offset by fewer hours worked in 2016 compared to 2015.   There were no life-altering injuries from 2015 to 2017. There were no significant changes from 2016 to 2017. Based on the company’s definition of employee turnover rate, announced workforce reductions are excluded. In 2016, we suspended our Picadilly operations, impacting 443 employees. Changes announced at Cory in late 2016 impacted approximately 140 employees, starting in 2017.   New collective bargaining agreements at our Allan, Cory, Lanigan and Patience Lake sites were signed in the fourth quarter of 2015. The Lanigan agreement extended through January 2018 and is under negotiation while the remaining agreements extend through April 2019. The Rocanville agreement expires in May 2018.   In 2017, nearly all employees benefited from enhancements to technical training, supported by a new learning management system and strategy to create consistency in training across all sites. Leadership training on our core competencies and safety engagement continued to be a focus for more than 500 employees in 2017, 2016 and 2015. In 2017, we experienced four environmental incidents, consisting of two potash spills and two brine spills. In 2016, we experienced six incidents: two potash spills, a brine spill, an oil spill, a release of suspended solids into a river, and a non-compliance for partially filling a wetland. In 2015, environmental incidents included brine spills and a minor propane gas release.   2017 vs 2016 – more waste was produced during manufacturing due to higher potash production.   2016 vs 2015 – less waste was produced during manufacturing due to lower potash production.

COMMUNITY HIGHLIGHTS

In 2017, 2016 and 2015, we continued our career information efforts and reached more than 30,000 Aboriginal people. In 2017, more than 11 percent of new employees were self-identified Aboriginal applicants (2016 – 15 percent and 2015 – 6 percent). We continue to leverage our community investments to support programs and services that benefit Aboriginal people in Saskatchewan.

MINERAL RESERVES ¹

(millions of tonnes of estimated recoverable ore) ²

All Potash Locations 3	Proven		Probable		Total		Years of Remaining Mine Life
As at December 31, 2017		633 4		1,182		1,815		52 – 81

¹  For a more complete discussion of important information related to our potash reserves, see “Mineral Projects” in our Annual Information Form for the year ended December 31, 2017. Craig Funk, P.Eng., P.Geo., Director, Earth Science – Engineering, Technology and Captial, an employee of the company, prepared the following technical reports, each dated effective December 31, 2017: (i) National Instrument 43-101 Technical Report on Allan Potash Deposit (KL 112R A), Saskatchewan, Canada; (ii) National Instrument 43-101 Technical Report on Cory Potash Deposit (KL 103B), Saskatchewan, Canada; (iii) National Instrument 43-101 Technical Report on Lanigan Potash Deposit (KLSA 001B), Saskatchewan, Canada; (iv) National Instrument 43-101 Technical Report on Rocanville Potash Deposit (KLSA 002B & KL 249), Saskatchewan, Canada. Mr. Funk is a qualified person under National Instrument 43-101 – Standards of Disclosure for Mineral Projects and has reviewed and approved the scientific and technical information herein relating to the company’s Allan, Cory, Lanigan and Rocanville potash operations.

²  Average grade % K₂O equivalent of 20.3-24.8.

³  Given the characteristics of the solution mining method at Patience Lake, those results are excluded from the above table as it is not possible to estimate reliably the recoverable ore reserve.

⁴  Includes 159 million tonnes at New Brunswick.

14 PotashCorp 2017 Annual Report

POTASH PRODUCTION

(million tonnes KCl)

	Nameplate Capacity 1		Operational Capability (2017) 2		Production						Employees (December 31, 2017)
					2017		2016		2015
Lanigan SK		3.8		2.0		1.82		2.03		1.83		426
Rocanville SK		6.5		5.0		4.86		2.72		2.48		762
Allan SK		4.0		2.0		1.83		2.38		2.38		575
Cory SK 3		3.0		0.8		0.99		1.24		1.51		367
Patience Lake SK		0.3		0.3		0.30		0.23		0.26		76
New Brunswick 4		2.0		–		–		–		0.65		35
Total		19.6		10.1		9.80		8.60		9.11		2,241

¹  Represents estimates of capacity as at December 31, 2017. Estimates based on capacity as per design specifications or Canpotex entitlements once determined. In the case of New Brunswick, nameplate capacity represents design specifications for the Picadilly mine, which is currently in care-and-maintenance mode. In the case of Patience Lake, estimate reflects current operational capability. Estimates for all other facilities do not necessarily represent operational capability.

²  Estimated annual achievable production level at current staffing and operational readiness (estimated at beginning of year). Estimate does not include inventory-related shutdowns and unplanned downtime.

³  In November 2016, the company announced operational changes at Cory to produce only white potash, with an expected operational capability of approximately 0.8 million tonnes per year; these operational changes were completed in the third quarter of 2017. Potential exists to reach previous operational capability with increased staffing and operational ramp-up, although timing is uncertain.

⁴  In 2015, the Penobsquis, New Brunswick mine was permanently closed. In 2016, the company indefinitely suspended its Picadilly, New Brunswick potash operations, which are currently in care-and-maintenance mode.

PotashCorp 2017 Annual Report 15

NITROGEN FINANCIAL PERFORMANCE

	Dollars (millions)									% Change						Tonnes (thousands)						% Change						Average per Tonne 1									% Change
	2017			2016			2015			2017			2016			2017		2016		2015		2017			2016			2017			2016			2015			2017			2016
Manufactured product 2
Net sales
Ammonia	$	584		$	612		$	978			(5	)		(37	)		2,205		2,197		2,228		–			(1	)	$	265		$	278		$	439			(5	)		(37	)
Urea		302			297			362			2			(18	)		1,166		1,161		1,048		–			11		$	259		$	256		$	346			1			(26	)
Solutions, nitric acid, ammonium nitrate		421			477			567			(12	)		(16	)		2,946		3,015		2,650		(2	)		14		$	143		$	158		$	214			(9	)		(26	)
		1,307			1,386			1,907			(6	)		(27	)		6,317		6,373		5,926		(1	)		8		$	207		$	217		$	322			(5	)		(33	)
Cost of goods sold		(1,066	)		(1,041	)		(1,219	)		2			(15	)													$	(169	)	$	(163	)	$	(206	)		4			(21	)
Gross margin		241			345			688			(30	)		(50	)													$	38		$	54		$	116			(30	)		(53	)
Other miscellaneous and purchased product gross margin 3		15			16			18			(6	)		(11	)
Gross Margin	$	256		$	361		$	706			(29	)		(49	)													$	41		$	57		$	119			(28	)		(52	)

¹  Rounding differences may occur due to the use of whole dollars in per-tonne calculations.

²  Includes inter-segment ammonia sales, comprised of net sales $73 million, cost of goods sold $38 million and 191,000 sales tonnes (2016 – net sales $61 million, cost of goods sold $30 million and 160,000 sales tonnes, 2015 – net sales $86 million, cost of goods sold $30 million and 161,000 sales tonnes). Inter-segment profits are eliminated on consolidation.

³  Comprised of third-party and inter-segment sales, including third-party net sales $32 million less cost of goods sold $18 million (2016 – net sales $20 million less cost of goods sold $5 million, 2015 – net sales $38 million less cost of goods sold $21 million) and inter-segment net sales $1 million less cost of goods sold $NIL (2016 – net sales $1 million less cost of goods sold $NIL, 2015 – net sales $1 million less cost of goods sold $NIL). Inter-segment profits are eliminated on consolidation.

 FS  Note 3  

16 PotashCorp 2017 Annual Report

	2017 vs 2016												2016 vs 2015
	Change in Prices/Costs												Change in Prices/Costs
Dollars (millions)	Change in Sales Volumes			Net Sales			Cost of Goods Sold			Total			Change in Sales Volumes			Net Sales			Cost of Goods Sold		Total
Manufactured product
Ammonia	$	1		$	(29	)	$	11		$	(17	)	$	(5	)	$	(353	)	$	155	$	(203	)
Urea		–			3			(9	)		(6	)		12			(103	)		40		(51	)
Solutions, nitric acid, ammonium nitrate		(1	)		(46	)		(56	)		(103	)		29			(161	)		32		(100	)
Hedge		–			–			22			22			–			–			11		11
Change in product mix		(4	)		6			(2	)		–			48			(48	)		–		–
Total manufactured product	$	(4	)	$	(66	)	$	(34	)	$	(104	)	$	84		$	(665	)	$	238	$	(343	)
Other miscellaneous and purchased product											(1	)										(2	)
Total										$	(105	)									$	(345	)

	Sales Tonnes (thousands)						% Change					Average Net Sales Price per Tonne						% Change
	2017		2016		2015		2017			2016		2017		2016		2015		2017			2016
Fertilizer		2,564		2,455		1,989		4			23	$	215	$	216	$	321		–			(33	)
Industrial and feed		3,753		3,918		3,937		(4	)		–	$	201	$	218	$	323		(8	)		(33	)
		6,317		6,373		5,926		(1	)		8	$	207	$	217	$	322		(5	)		(33	)

The most significant contributors to the change in total gross margin were as follows (direction of arrows refers to impact on gross margin while _● symbol is neutral):

	Sales Volumes		Net Sales Prices		Cost of Goods Sold
2017 vs 2016	●	There were no significant changes.	Ú Ù	Our average realized price was impacted by lower benchmark pricing as a result of increased global supply. Pricing for urea increased slightly due to tighter supply and demand fundamentals relative to the other products.	Ú Ù	Average costs, including our hedge position, for natural gas used as feedstock in production increased 4 percent. Costs for natural gas used as feedstock in Trinidad production increased 1 percent (contract price indexed, in part, to Tampa ammonia prices) while our US spot costs for natural gas increased 23 percent. Including losses on our hedge position, our US gas prices increased 8 percent. Ammonia cost of goods sold variance was mainly positive due to the sale of inventory containing lower-cost natural gas used as feedstock in production and higher production at lower-cost plants.
2016 vs 2015	Ù	Volumes grew due to additional production at our recently expanded Lima facility. Total ammonia sales declined modestly due to additional ammonia being directed to downstream products. In 2015, volumes were impacted by weaker fertilizer demand and downtime at Lima.	Ú	Our average realized price declined due to lower global energy costs and new nitrogen supply that pressured prices for all products.	Ù	Average costs, including our hedge position, for natural gas used as feedstock in production decreased 31 percent. Costs for natural gas used as feedstock in Trinidad production fell 44 percent (contract price indexed primarily to Tampa ammonia prices) while our US spot costs for natural gas decreased 8 percent. Including losses on our hedge position, our US gas prices fell 14 percent.
		The change in product mix produced favorable variances of $48 million related to sales volumes and an unfavorable variance of $48 million in sales prices due to increased sales of urea and solutions.

PotashCorp 2017 Annual Report 17

NITROGEN NON-FINANCIAL PERFORMANCE

Changes to nitrogen production and ammonia operating rate are not considered significant. There were 14 recordable injuries, including two lost-time injuries, in 2017 compared to 11 recordable injuries and three lost-time injuries in 2016.   In 2016, there were 11 recordable injuries compared to 14 in 2015. The total lost-time injury rate increased from 2015 to 2016 mainly due to three lost-time injuries occurring in 2016 compared to two in 2015.   There were no life-altering injuries from 2015 to 2017. In 2017, employee turnover increased as a result of 31 departures in 2017 compared to 21 in 2016. Based on the company’s definition of employee turnover rate, announced workforce reductions are excluded.   In 2017, nearly all employees benefited from enhancements to technical training, supported by a new learning management system and strategy to create consistency in training across all sites. Leadership training on our core competencies and safety engagement continued to be a focus for nearly 500 employees in 2017 (2016 – more than 250 employees; 2015 – more than 200 employees). In 2017, we had five environmental incidents, consisting of four ammonia releases and one nitrogen permit exceedance. The seven incidents in 2016 consisted of four ammonia releases, a urea release, a hydrogen fluoride release exceedance and a NOx/nitric acid release.   There were no significant changes in environmental incidents from 2015 to 2016.   There were no significant changes in greenhouse gas emissions from 2015 to 2017.

18 PotashCorp 2017 Annual Report

NITROGEN PRODUCTION

(million tonnes product)

	Ammonia								Urea								Solutions, Nitric Acid, Ammonium Nitrate
	Annual Capacity		2017		Production 2016		2015		Annual Capacity		2017		Production 2016		2015		Annual Capacity		2017		Production 2016		2015		Employees (December 31, 2017)
Trinidad		2.2		1.94		1.96		2.01		0.7		0.55		0.61		0.55		–		–		–		–		369
Augusta GA		0.8		0.60		0.69		0.78		0.5		0.29		0.27		0.31		3.0		1.96		2.15		2.18		172
Lima OH		0.7		0.65		0.65		0.47		0.4		0.32		0.34		0.26		0.9		0.77		0.81		0.63		171
Geismar LA		0.5		0.47		0.53		0.49		–		–		–		–		2.5		1.88		1.94		1.61		144
Total		4.2		3.66		3.83		3.75		1.6		1.16		1.22		1.12		6.4		4.61		4.90		4.42		856

PotashCorp 2017 Annual Report 19

PHOSPHATE FINANCIAL PERFORMANCE

	Dollars (millions)									% Change						Tonnes (thousands)						% Change					Average per Tonne 1									% Change
	2017			2016			2015			2017			2016			2017		2016		2015		2017		2016			2017			2016			2015			2017			2016
Manufactured product
Net sales
Fertilizer	$	609		$	622		$	827			(2	)		(25	)		1,809		1,720		1,713		5		–		$	337		$	362		$	483			(7	)		(25	)
Feed and industrial		494			569			727			(13	)		(22	)		1,002		993		1,137		1		(13	)	$	493		$	573		$	640			(14	)		(10	)
		1,103			1,191			1,554			(7	)		(23	)		2,811		2,713		2,850		4		(5	)	$	393		$	439		$	545			(10	)		(19	)
Cost of goods sold		(1,471	)		(1,161	)		(1,320	)		27			(12	)												$	(523	)	$	(428	)	$	(463	)		22			(8	)
Gross margin		(368	)		30			234			n/m			(87	)												$	(130	)	$	11		$	82			n/m			(87	)
Other miscellaneous and purchased product gross margin 2		2			2			7			–			(71	)
Gross Margin	$	(366	)	$	32		$	241			n/m			(87	)												$	(130	)	$	12		$	85			n/m			(86	)

¹ Rounding differences may occur due to the use of whole dollars in per-tonne calculations.

² Comprised of net sales $8 million (2016 – $5 million, 2015 – $49 million) less cost of goods sold $6 million (2016 – $3 million, 2015 – $42 million).

n/m = not meaningful

 FS  Note 3  

	2017 vs 2016											2016 vs 2015
	Change in Prices/Costs											Change in Prices/Costs
Dollars (millions)	Change in Sales Volumes		Net Sales			Cost of Goods Sold			Total			Change in Sales Volumes			Net Sales			Cost of Goods Sold			Total
Manufactured product
Fertilizer	$	2	$	(45	)	$	(286	)	$	(329	)	$	1		$	(208	)	$	114		$	(93	)
Feed and industrial		1		(82	)		12			(69	)		(19	)		(72	)		(20	)		(111	)
Change in product mix		2		(5	)		3			–			3			(8	)		5			–
Total manufactured product	$	5	$	(132	)	$	(271	)	$	(398	)	$	(15	)	$	(288	)	$	99		$	(204	)
Other miscellaneous and purchased product										–												(5	)
Total									$	(398	)										$	(209	)

20 PotashCorp 2017 Annual Report

The most significant contributors to the change in total gross margin were as follows (direction of arrows refers to impact on gross margin while _● symbol is neutral):

	Sales Volumes		Net Sales Prices		Cost of Goods Sold
2017 vs 2016	●	There were no significant changes.	Ú	Our average realized price was down due to increased competitive supply and lower input costs.	Ú	Fertilizer cost of goods sold variance was significantly more negative as the result of an impairment of White Springs assets due to sustained negative performance and the write-off of other assets that are no longer used. There were no such impairments impacting fertilizer cost of goods sold in 2016. FS    Note 13
					Ù	Feed and industrial was positive as the increase in asset retirement obligations due to discount rate adjustments was lower than in 2016, which more than offset a slight increase in impairments (2017 – related to feed plants and a product that will no longer be produced, 2016 – related to an industrial product we no longer produce and sustained losses on a contract).  FS    Note 13
2016 vs 2015	Ú	Volumes fell for feed primarily as a result of slightly lower demand and increased competitor supply.	Ú	Our average realized price was down, most notably for fertilizer products, as a result of lower input costs and increased competitive pressures.	Ù	Cost of goods sold fell primarily due to a 38 percent decrease in the average cost for sulfur and a 29 percent decrease in the average cost for ammonia.
					Ú	Impairments related to a product that the company will no longer produce and sustained losses in a contract more than offset the impact of the above in feed and industrial.  FS   Note 13
					●	Lower provisions for asset retirement obligations, due to higher discount rates, decreased cost of goods sold in 2016 and 2015.

PotashCorp 2017 Annual Report 21

PHOSPHATE NON-FINANCIAL PERFORMANCE

Changes to phosphate production and P2O5 operating rate are not considered significant.	There were 18 recordable injuries, including three lost-time injuries, in 2017 compared to 28 recordable injuries and three lost-time injuries in 2016. Sadly, a workplace accident resulted in a fatality at our White Springs operation during the first quarter of 2015. The total lost-time injury rate decreased from 2015 to 2016 mainly due to three lost-time injuries occurring in 2016 compared to five in 2015. The lost-time injury rate change from 2016 to 2017 is not considered significant.	There were no significant changes from 2015 to 2017. Based on the company’s definition of employee turnover rate, announced workforce reductions are excluded. In 2017, nearly all employees benefited from enhancements to technical training, supported by a new learning management system and strategy to create consistency in training across all sites. Leadership training on our core competencies and safety engagement continued to be a focus for nearly 400 employees in 2017 (2016 and 2015 – nearly 300 employees).	In 2017, we experienced no environmental incidents. Environmental incidents in 2016 included a total suspended solids release to waste water, an ammonia release, exceedance of a mercury air emission limit, and a pH exceedance. Environmental incidents in 2015 primarily related to permit exceedances for total suspended solids in water and air emission stack test exceedances. Water consumption fell from 2016 to 2017 due to increased rainfall at our White Springs facility, which recycles rainwater into the process, and the impact of a water recycling project that began operating in late 2016. Water consumption rose from 2015 to 2016 due in large part to drought affecting our White Springs facility.

PHOSPHATE ROCK RESERVES

(millions of estimated tonnes – stated average grade 30.66% P₂O₅)

As at December 31, 2017	Proven		Probable		Total		Average Estimated Years of Remaining Mine Life
Aurora NC 1		92.6		39.7		132.3		31
White Springs FL 2		23.0		–		23.0		13
Total		115.6		39.7		155.3

¹  The reserves set forth for Aurora would support mining to continue at annual production rates for about 31 years, based on an average annual production rate of approximately 4.31 million tonnes of 30.66% concentrate over the three-year period ended December 31, 2017. The reserve evaluation was updated in 2017 based on mine advance and a drilling program completed in 2016.

²  The reserves set forth for White Springs would support mining to continue at annual production rates for about 13 years, based on an average annual production rate of approximately 1.73 million tonnes of 30.66% concentrate over the three-year period ended December 31, 2017.

22 PotashCorp 2017 Annual Report

PHOSPHATE PRODUCTION

(million tonnes)
	Phosphate Rock									Phosphoric Acid (P2O5)								Liquid Products									Solid Fertilizer Products
	Annual Capacity			2017		Production 2016		2015		Annual Capacity		2017		Production 2016		2015		Annual Capacity			2017		Production 2016		2015		Annual Capacity			2017		Production 2016		2015		Employees (December 31, 2017)
Aurora NC		5.4			4.78		4.92		5.04		1.2		1.03		1.05		1.05		2.7	2		2.04		2.01		1.81		0.8			0.79		0.73		0.71		852
White Springs FL		2.0	1		1.55		1.73		1.90		0.5		0.42		0.37		0.46		0.7	3		0.57		0.49		0.63		0.4	4		0.13		0.01		–		567
Geismar LA		–			–		–		–		0.2		0.09		0.09		0.10		0.3	5		0.15		0.14		0.18		–			–		–		–		32
Total		7.4			6.33		6.65		6.94		1.9		1.54		1.51		1.61

¹ Revised capacity estimates based on review of mining operations completed in 2017. Prior capacity was 3.6 million tonnes. Mill capacity continues to be 3.6 million tonnes.

² A substantial portion is consumed internally in the production of downstream products. The balance is exported to phosphate fertilizer producers or sold domestically to dealers who custom-mix liquid fertilizer. Capacity comprised of 2.0 million tonnes merchant grade acid and 0.7 million tonnes superphosphoric acid.

³ Represents annual superphosphoric acid capacity. A substantial portion is consumed internally in the production of downstream products. The balance is exported to phosphate fertilizer producers and sold domestically to dealers who custom-mix liquid fertilizer.

⁴ Restarted monoammonium phosphate plant during 2016, which had been closed in 2014.

⁵ Production primarily relates to industrial.

PURIFIED ACID AND PHOSPHATE FEED PRODUCTION

(million tonnes)
	Annual Capacity		2017		Production 2016		2015		Employees (December 31, 2017)
Purified acid (P2O5)		0.3		0.23		0.23		0.23		n/a
Phosphate feed production		0.8		0.28		0.31		0.39		97	1

¹ 19 of these employees are located at Aurora NC.

n/a = not applicable as employees are already included in above employee numbers.

In addition to the above employees at December 31, 2017, 10 employees were located at Cincinnati OH and one at Newgulf TX.

PotashCorp 2017 Annual Report 23

2017 EARNINGS PER SHARE

We report our results (including gross margin) in three business segments: potash, nitrogen and phosphate – reflecting how we manage our business, plan our operations and measure performance.

Net sales ¹ (and the related per-tonne amounts), as a component of gross margin, are:

• the primary revenue measures we use and review to make decisions about operating matters;

• included in assessments of potash, nitrogen and phosphate performance and the resources to be allocated to these segments;

• used for business planning and monthly forecasting;

• calculated as sales revenues less freight, transportation and distribution expenses; and

• also referred to as realized prices.

 FS  Note 3 for our operating segments

¹ Included in our segment disclosures in the consolidated financial statements in accordance with IFRS, which require segmentation based upon our internal organization and reporting of revenue and profit measures.

The direction of the arrows in the table below refers to effect on earnings per share (EPS).

	Effect on EPS
	2017 EPS Compared to Initial Guidance			2017 EPS Compared to 2016 Actual
Initial midpoint estimate for 2017 EPS 1	$	0.45
EPS for 2016				$	0.38
Potash realized prices		0.05			0.17
Potash sales volumes		0.02			0.03
Share of Canpotex’s Prince Rupert exit costs		–			0.02
Termination benefit costs		–			0.03
Discount rate changes to asset retirement obligations		–			0.02
Provincial mining taxes 2		(0.02	)		(0.03	)
Other		0.02			0.08
Subtotal potash	Ù	0.07		Ù	0.32
Nitrogen realized prices		0.06			(0.07	)
Nitrogen sales volumes		(0.02	)		–
Natural gas costs		(0.03	)		(0.03	)
Hedge loss and other nitrogen costs		(0.02	)		(0.01	)
Subtotal nitrogen	Ú	(0.01	)	Ú	(0.11	)
Phosphate realized prices		0.01			(0.13	)
Impairment of property, plant and equipment		(0.32	)		(0.29	)
Other phosphate costs		(0.04	)		0.02
Subtotal phosphate	Ú	(0.35	)	Ú	(0.40	)
Discontinued operations		0.03			0.07
Transaction costs		(0.03	)		(0.07	)
Other		(0.02	)		(0.03	)
Subtotal other	Ú	(0.02	)	Ú	(0.03	)
Subtotal of the above		(0.31	)		(0.22	)
Income tax rate on ordinary income		0.02			0.03
Discrete items impacting income taxes		0.23			0.20
Total variance	Ú	(0.06	)	Ù	0.01
EPS from continuing and discontinued operations for 2017	$	0.39		$	0.39

¹ Based on outlook and assumptions described in our 2016 Annual Integrated Report.

² Although provincial mining taxes are not part of the potash segment, the effect on EPS is included within potash as these taxes pertain to potash.

24 PotashCorp 2017 Annual Report

OTHER EXPENSES AND INCOME

										% Change
Dollars (millions), except percentage amounts	2017			2016 1			2015 1			2017		2016
Selling and administrative expenses	$	(214	)		$        (212)			$        (239)			1		(11	)
Provincial mining and other taxes		(151	)		(124	)		(310	)		22		(60	)
Transaction costs		(84	)		(18	)		–			367		n/m
Other (expenses) income		(17	)		(17	)		33			–		n/m
Finance costs		(238	)		(216	)		(192	)		10		13
Income tax recovery (expense)		183			(44	)		(446	)		n/m		(90	)
Net income from discontinued operations		173			124			155			40		(20	)

¹  Certain amounts have been reclassified from share of earnings of equity-accounted investees, dividend income and income taxes to net income from discontinued operations as the related assets were classified as held for sale in 2017. Other (expenses) income amounts have been reclassified to conform to the current year’s presentation. The variance explanations below for 2016 vs 2015 have been revised for these changes.

n/m = not meaningful

PERFORMANCE

The most significant contributors to the change in other expenses and income results were as follows:

	2017 vs 2016	2016 vs 2015
Provincial Mining and Other Taxes   FS  Note 5	Under Saskatchewan provincial legislation, the company is subject to resource taxes, including the potash production tax and the resource surcharge. Provincial mining and other taxes increased primarily due to stronger potash prices.	Provincial mining and other taxes decreased primarily due to weaker potash prices.
Transaction Costs  FS  Note 32	Transaction costs pertained to the Merger. Costs increased in late 2017 due to preparation for completion of the Merger on January 1, 2018.	Transaction costs pertained to the Merger.
Other (Expenses) Income  FS  Note 6	There were no significant changes.	Other expenses in 2016 were primarily the result of foreign exchange losses and the impairment of our available-for-sale investment in Sinofert. Other income in 2015 mainly consisted of foreign exchange gains.

PotashCorp 2017 Annual Report 25

	2017 vs 2016	2016 vs 2015
Finance Costs  FS  Note 7	There were no significant changes.	There were no significant changes.

Income Tax Recovery (Expense)    ^{FS  Note 8}    Income taxes decreased due to substantially lower earnings in the United States, partially offset by higher earnings in Canada and Trinidad.   Significant items to note include the following:   • In 2017, a deferred tax recovery of $187 million was recorded as a result of a federal income tax rate decrease pursuant to US tax reform legislation.   • In 2016, a current tax recovery of $16 million was recorded to adjust accruals after tax authority examinations.   In 2017, due to a loss before taxes realized for accounting purposes and different weightings between jurisdictions, the split between current and deferred income taxes is not meaningful. In 2016, 125 percent of the effective tax rate on the year’s ordinary earnings pertained to current income taxes and (25) percent related to deferred income taxes. Income taxes decreased due to significantly lower earnings in higher tax jurisdictions.   Significant items to note include the following:   • In 2016, a current tax recovery of $16 million was recorded to adjust accruals after tax authority examinations.   • In 2015, a current tax recovery of $17 million was recorded upon the conclusion of a tax authority audit.   In 2016, 125 percent of the effective tax rate on the year’s ordinary earnings pertained to current income taxes (2015 – 57 percent) and (25) percent related to deferred income taxes (2015 – 43 percent). The decrease in the deferred portion was due to the substantial reduction in Canadian earnings.  

EFFECTIVE TAX RATES AND DISCRETE ITEMS
Dollars (millions), except percentage amounts
	2017	2016 1	2015 1
Actual effective tax rate on ordinary earnings	(7)%	24%	29%
Actual effective tax rate including discrete items	n/m	18%	29%
Discrete tax adjustments that impacted the rate	$    185	$      17	$      7

n/m = not meaningful

¹ Rates have been adjusted as a result of our investments in SQM, APC and ICL being classified as discontinued operations in 2017.

Net Income From Discontinued Operations    ^{FS   Note 19} Increases related primarily to higher earnings related to the investments in SQM and APC more than offsetting lower dividend income from our available-for-sale investment in ICL. Decreases were due to lower earnings related to APC and lower dividends from our investment in ICL, partially offset by higher earnings related to SQM.

26 PotashCorp 2017 Annual Report

FOREIGN EXCHANGE We incur costs and expenses in foreign currencies other than the US dollar, which vary from year to year. In Canada, our revenue is predominantly earned and received in US dollars while the cost base for our potash operations is predominantly in Canadian dollars. We are also affected by the period-end change in foreign exchange rate on the translation of our monetary net assets and liabilities, and on treasury activities. The table at right shows whether and to what extent net income would have increased or decreased, if the current year exchange rate had remained at the prior year-end exchange rate.	IMPACT OF FOREIGN EXCHANGE ON NET INCOME Dollars (millions), except per-share amounts
				Increase (Decrease) in Net Income
				2017		2016
	Impact on:
	Operating costs before income taxes			$	33	$	46
	Conversion of balance sheet and treasury activities before income taxes				21		9
	Net income before income taxes				54		55
	Net income after income taxes				39		46
	Diluted EPS after income taxes				0.05		0.05
		2017		2016		2015
	Year-end exchange rates		1.2545		1.3427		1.3840

OTHER NON-FINANCIAL INFORMATION

							% Change
Dollars (millions), except percentage amounts	2017		2016		2015		2017		2016
Taxes and royalties (Refer to Page 53 for definition)		(335)		(256)		(654)		31		(61	)

	2017 vs 2016	2016 vs 2015
Taxes and Royalties	Taxes and royalties increased primarily due to higher current income taxes and provincial mining and other taxes. Current income tax recoveries were recorded in 2016 due to an anticipated tax loss carryback and to adjust accruals after tax authority examinations. No such amounts were recorded in 2017. Provincial mining and other taxes increased primarily as a result of stronger potash prices in 2017 as compared to 2016.	Taxes and royalties declined due to the decreases in provincial mining and other taxes (as a result of weaker potash prices) and in current income taxes. The reduction in current income taxes was primarily due to significantly lower earnings in 2016 compared to 2015.

PotashCorp 2017 Annual Report 27

QUARTERLY RESULTS

QUARTERLY RESULTS AND REVIEW OF FOURTH-QUARTER PERFORMANCE

(in millions of US dollars except as otherwise noted)

	2017															2016
	Q1 1			Q2 1			Q3 1			Q4			Total			Q1 1			Q2 1			Q3 1			Q4 1			Total 1
Financial Results
Sales	$	1,112		$	1,120		$	1,234		$	1,081		$	4,547		$	1,209		$	1,053		$	1,136		$	1,058		$	4,456
Freight, transportation and distribution		(133	)		(116	)		(172	)		(116	)		(537	)		(133	)		(118	)		(154	)		(130	)		(535	)
Cost of goods sold		(711	)		(749	)		(832	)		(1,043	)		(3,335	)		(842	)		(692	)		(792	)		(765	)		(3,091	)
Gross margin		268			255			230			(78	)		675			234			243			190			163			830
Operating income (loss)		175			149			100			(215	)		209			138			156			107			58			459
Net income (loss) from continuing operations		106			152			16			(120	)		154			55			78			53			13			199
Net income (loss) 2		149			201			53			(76	)		327			75			121			81			46			323
Other comprehensive income (loss)		39			69			42			(54	)		96			11			(184	)		21			193			41
Net income (loss) per share from continuing operations 3		0.13			0.18			0.02			(0.14	)		0.18			0.07			0.09			0.06			0.02			0.24
Net income (loss) per share 2, 3		0.18			0.24			0.06			(0.09	)		0.39			0.09			0.14			0.10			0.05			0.38
Cash provided by operating activities		223			328			293			381			1,225			188			424			295			353			1,260
Non-Financial Results
Production (KCl tonnes – thousands)		2,429			2,813			2,134			2,419			9,795			2,230			2,273			1,557			2,544			8,604
Production (N tonnes – thousands)		771			728			749			765			3,013			771			789			799			788			3,147
Production (P2O5 tonnes – thousands)		365			349			392			435			1,541			411			297			399			397			1,504
PotashCorp’s total shareholder return percentage		(5	)		(4	)		19			8			17			2			(3	)		2			12			12
Product tonnes involved in customer complaints (thousands)		14			17			1			26			58			25			37			21			23			106
Taxes and royalties	$	94		$	80		$	92		$	69		$	335		$	78		$	81		$	40		$	57		$	256
Employee turnover rate (percentage)		4			4			4			2			3			3			4			3			3			3
Total recordable injury rate		0.95			0.85			0.77			0.79			0.85			1.15			0.69			0.92			0.74			0.87
Total lost-time injury rate		0.05			0.04			0.21			0.08			0.11			0.20			0.04			–			0.04			0.08
Environmental incidents		2			3			1			3			9			9			3			5			1			18

¹ Certain amounts have been reclassified as a result of discontinued operations discussed in Note 19 of the consolidated financial statements.

² From continuing and discontinued operations.

³ Basic and diluted net income per share for each quarter has been computed based on the weighted average number of shares issued and outstanding during the respective quarter; therefore, quarterly amounts may not add to the annual total. Per-share calculations are based on   dollar and share amounts each rounded to the nearest thousand.

The company’s sales of fertilizer can be seasonal. Typically, fertilizer sales are highest in the second quarter of the year, due to the Northern Hemisphere’s spring planting season. However, planting conditions and the timing of customer purchases will vary each year, and fertilizer sales can be expected to shift from one quarter to another. Feed and industrial sales are more evenly distributed throughout the year.

Highlights of our 2017 fourth quarter compared to the same quarter in 2016 include (direction of arrows refers to impact on comprehensive income):

K  ^Potash

Ù Potash gross margin increased primarily due to higher prices and reduced per-tonne costs.

Ú Sales volumes were lower as North America shipments fell, while offshore shipments also decreased. The majority of Canpotex’s shipments were to China (28 percent) and Other Asian markets outside of China and India (28 percent), while Latin America and India accounted for 25 percent and 11 percent, respectively.

Ù Our average realized potash price increased, as strong customer engagement in all key markets continued to support prices.

Ù Average per-tonne manufactured cost of goods sold was lower primarily due to an unfavorable adjustment to asset retirement obligations recorded in 2016.

28 PotashCorp 2017 Annual Report

N  Nitrogen

Ù Gross margin increased as stronger prices more than offset higher per-tonne costs.

Ú Total sales volumes were down primarily due to lower availability of product related to a turnaround at our Augusta facility.

Ù Our average realized price was up primarily due to global pricing support from lower Chinese urea exports and ammonia production curtailments in key exporting regions.

Ú Cost of goods sold was up, primarily as a result of higher natural gas costs in Trinidad.

P  Phosphate

Ú Negative gross margin was lower primarily due to non-cash impairment charges.

Ù Sales volumes increased, mainly due to higher availability of our fertilizer products.

Ú Our average realized phosphate price per tonne was down as higher prices for fertilizer products were more than offset by lower realizations for our feed and industrial products.

Ú Cost of goods sold was significantly higher, predominantly due to impairment charges at our White Springs and feed plant facilities.  _FS   Note 13

	Sales Tonnes (thousands)							Average Net Sales Price per MT
Three months ended December 31	2017		2016		% Change			2017		2016		% Change
Potash
Manufactured Product
North America		568		720		(21	)	$	214	$	176		22
Offshore		1,340		1,489		(10	)	$	169	$	148		14
Manufactured Product		1,908		2,209		(14	)	$	182	$	157		16
Nitrogen
Manufactured Product
Ammonia		505		477		6		$	270	$	213		27
Urea		283		304		(7	)	$	288	$	245		18
Solutions, nitric acid, ammonium nitrate		795		855		(7	)	$	138	$	142		(3	)
Manufactured Product		1,583		1,636		(3	)	$	207	$	182		14
Phosphate
Manufactured Product
Fertilizer		534		472		13		$	342	$	328		4
Feed and Industrial		239		243		(2	)	$	483	$	551		(12	)
Manufactured Product		773		715		8		$	385	$	404		(5	)

Other Financial Results

Transaction costs during the fourth quarter of 2017 were $51 million (2016 – $10 million).

The actual effective tax rate, including discrete items, was 56 percent (2016 – not meaningful). Compared to the same period last year, earnings were significantly lower in the United States and only slightly offset by increased earnings in Trinidad. Discrete tax recoveries were $118 million in the fourth quarter of 2017 compared to $6 million in the fourth quarter of 2016.

Other comprehensive loss in the fourth quarter of 2017 was mainly the result of decreases in the fair value of our investments in ICL and Sinofert exceeding net actuarial gains from a remeasurement of our defined benefit plans. Other comprehensive income in the fourth quarter of 2016 was mainly the result of a remeasurement of our defined benefit plans and an increase in the fair value of our investments in ICL and Sinofert.

PotashCorp 2017 Annual Report 29

FINANCIAL CONDITION REVIEW

STATEMENT OF FINANCIAL POSITION ANALYSIS

As at December 31, 2017, total assets decreased 1 percent while total liabilities decreased 4 percent and total equity increased 1 percent compared to December 31, 2016. The most significant contributors to the changes in our statements of financial position were as follows (direction of arrows refers to increase or decrease):

Assets		Liabilities
Ù Ú Ú	Assets held for sale consisted primarily of our investments in SQM, ICL and APC, which were presented as investments in the prior year. Property, plant and equipment decreased as impairment charges to phosphate assets and depreciation exceeded additions. FS Note 13 Investments were impacted primarily by the reclassification of SQM, ICL and APC to held for sale. This was partially offset by the higher fair value of our investment in Sinofert.	Ú	Short-term debt and current portion of long-term debt decreased primarily due to the repayment of our senior notes due December 1, 2017, partially offset by an increase in outstanding commercial paper.
		Ú	Deferred income tax liabilities decreased primarily due to a discrete deferred tax recovery as a result of a federal income tax rate decrease pursuant to US tax reform legislation.

Equity   _FS   Statements of Changes in Shareholders’ Equity

Ù   Retained earnings were higher as a result of net income and transfer of net actuarial gain on defined benefit plans from Accumulated Other Comprehensive Income (“AOCI”) exceeding dividends declared. Accumulated other comprehensive loss changed to accumulated other comprehensive income primarily as a result of increases in the fair values of our available-for-sale financial instruments and net hedging losses that were reclassified to net income. There were also significant net actuarial gains on defined benefit plans that were reported in AOCI and subsequently closed out to retained earnings at the end of each reporting period.

As at December 31, 2017, $104 million (2016 – $21 million) of our cash and cash equivalents was held in certain foreign subsidiaries. There are no current plans to repatriate the funds at December 31, 2017 in a manner that results in tax consequences. A repatriation of funds totaling $37 million was completed in 2017 with $NIL tax consequences (2016 – $150 million with $NIL tax consequences).

On January 24, 2018, the company sold all its equity interests in ICL for proceeds of $685 million.  _FS Note 19

Readers are cautioned the statement of financial position will change significantly as a result of the completion of the Merger on January 1, 2018 and are referred to page 42 for a pro forma balance sheet as at December 31, 2017. Financial condition is not expected to be adversely affected by the Merger.

30 PotashCorp 2017 Annual Report

LIQUIDITY AND CAPITAL RESOURCES

The following section explains how we manage our cash and capital resources to carry out our strategy and deliver results.

Liquidity risk arises from our general funding needs and in the management of our assets, liabilities and capital structure. We manage liquidity risk to maintain sufficient liquid financial resources to fund our financial position and meet our commitments and obligations in a cost-effective manner.

Liquidity needs can be met through a variety of sources, excluding the effects of the Merger, including:	Our primary uses of funds are:
	•  operational expenses;
•  cash generated from operations;	•  sustaining and opportunity capital spending;
•  drawdowns under our revolving credit facility;	•  intercorporate investments;
•  issuances of commercial paper;	•  dividends and interest;
•  short-term borrowings under our line of credit; and	•  principal payments on our debt securities; and
•  proceeds from sales of investments.	•  share repurchases.

We expect Nutrien’s liquidity needs will continue to be met through similar sources and that its primary uses of funds will be similar to our historical uses, although no assurances can be provided. Based on a forecasted exchange rate of 1.26 Canadian dollars per US dollar in 2018, Nutrien expects to incur capital expenditures, including capitalized interest, of approximately $1,055 to sustain operations at existing levels and for major repairs and maintenance (including plant turnarounds). Nutrien has announced plans for a growing and sustainable dividend of 40-60 percent of its free cash flow, depending on the agricultural cycle.

CASH REQUIREMENTS

The following aggregated information about our contractual obligations and other commitments summarizes certain of our liquidity and capital resource requirements as of December 31, 2017. The information presented in the table below does not include obligations that have original maturities of less than one year, planned (but not legally committed) capital expenditures, or potential share repurchases, nor does it give effect to any matters that may be impacted as a result of the completion of the Merger.

CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS

Dollars (millions) at December 31, 2017

			Payments Due by Period
	FS		Total		Within 1 Year		1 to 3 Years		3 to 5 Years		Over 5 Years
Long-term debt obligations 1		Note 21	$	3,750	$	–	$	1,000	$	–	$	2,750
Estimated interest payments on long-term debt obligations				1,792		178		295		242		1,077
Operating leases		Note 24		501		85		129		105		182
Purchase commitments 2		Note 24		303		303		–		–		–
Capital commitments		Note 24		41		18		13		10		–
Other commitments		Note 24		159		44		49		42		24
Asset retirement obligations and environmental costs 3		Note 18		723		72		152		103		396
Other long-term liabilities 4		Notes 8, 17, 26		2,846		79		71		85		2,611
Total			$	10,115	$	779	$	1,709	$	587	$	7,040

¹ Long-term debt consists of $3,750 million of senior notes that were issued under US shelf registration statements. The estimated interest payments on long-term debt in the above table include our cumulative scheduled interest payments on fixed and variable rate long-term debt. Interest on variable rate debt is based on interest rates prevailing at December 31, 2017.

² Purchase commitments include $94 million of natural gas contracts in Trinidad that will expire in 2018. As new contracts for future operations have not yet been completed, there are no commitments presented beyond one year at this time.

³ Commitments associated with our asset retirement obligations are expected to occur principally over the next 85 years for phosphate (with the majority taking place over the next 35 years) and between 40 and 360 years for potash. Environmental costs consist of restoration obligations, which are expected to occur through 2031.

⁴ Other long-term liabilities consist primarily of pension and other post-retirement benefits, derivative instruments, income taxes and deferred income taxes. Deferred income tax liabilities may vary according to changes in tax laws, tax rates and the operating results of the company. Since it is impractical to determine whether there will be a cash impact in any particular year, all deferred income tax liabilities have been reflected as other long-term liabilities in the Over 5 Years category.

PotashCorp 2017 Annual Report 31

SOURCES AND USES OF CASH

The company’s cash flows from operating, investing and financing activities are summarized in the following table:

										% Change
Dollars (millions), except percentage amounts	2017			2016			2015			2017			2016
Cash provided by operating activities	$	1,225		$	1,260		$	2,338			(3	)		(46	)
Cash used in investing activities		(652	)		(895	)		(1,284	)		(27	)		(30	)
Cash used in financing activities		(489	)		(424	)		(1,178	)		15			(64	)
Increase (decrease) in cash and cash equivalents	$	84		$	(59	)	$	(124	)		n/m			(52	)

n/m = not meaningful

32 PotashCorp 2017 Annual Report

The most significant contributors to the changes in cash flows were as follows:

	2017 vs 2016	2016 vs 2015
Cash Provided by Operating Activities	Cash provided by operating activities was impacted by:	Cash provided by operating activities was impacted by:
	• Higher impairment of property, plant and equipment in 2017;	• Lower net income in 2016;
	• A higher deferred income tax recovery in 2017; • Net undistributed earnings of equity-accounted investees in 2017 compared to distributed earnings of equity-accounted investees in 2016;	• A lower non-cash provision for deferred income taxes; • Lower cash inflows from receivables in 2016; and
	• Lower cash inflows from receivables in 2017; and • Cash inflows from payables and accrued charges in 2017 compared to outflows in 2016. Cash inflows above related to discontinued operations totaled $176 in 2017.  FS   Note 19	• Net distributed earnings of equity-accounted investees in 2016, when an additional dividend was received from SQM, compared to net undistributed earnings of equity-accounted investees in 2015. Cash inflows above related to discontinued operations totaled $195 in 2016.  FS   Note 19
Cash Used in Investing Activities	Cash used in investing activities was primarily for additions to property, plant and equipment.	Cash used in investing activities was primarily for additions to property, plant and equipment.
Cash Used in Financing Activities	Cash used in financing activities in 2017 was largely the result of repayment of senior notes and dividends paid more than offsetting issuances of commercial paper. Cash used in financing activities in 2016 was largely the result of dividends paid and repayment of commercial paper more than offsetting proceeds from the issuance of senior notes.	Cash used in financing activities in 2016 was largely the result of dividends paid and repayment of commercial paper more than offsetting proceeds from the issuance of senior notes. Cash used in financing activities in 2015 was primarily due to dividends paid, repayment of senior notes and repayment of commercial paper exceeding proceeds from senior notes.

We believe that internally generated cash flow, supplemented by available borrowings under our existing financing sources, if necessary, will be sufficient to meet anticipated capital expenditures and other cash requirements for at least the next 12 months, inclusive of requirements relating to the Merger and Nutrien’s pending purchase of Agrichem, excluding cash flow from discontinued operations, or any other possible acquisitions. 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, except that, as a wholly-owned subsidiary of Nutrien, we do not expect that we would offer our equity or debt securities for sale. We had positive working capital of $1.72 billion and a working capital ratio of 2.07 in 2017. Excluding assets held for sale and deferred income tax liabilities on assets held for sale, we had negative working capital of $101 million and a working capital ratio of 0.94, which has been remedied through the sale of our equity interests in ICL. Cash flows are not expected to be adversely affected as a result of the Merger.

PotashCorp 2017 Annual Report 33

CAPITAL STRUCTURE AND MANAGEMENT

We manage our capital structure in order for our balance sheet to be considered sound by focusing on maintaining an investment-grade credit rating.

PRINCIPAL DEBT INSTRUMENTS

We use a combination of cash generated from operations and short-term and long-term debt to finance our operations. We typically pay floating rates of interest on our short-term debt and credit facility, and fixed rates on our senior notes. As at December 31, 2017, interest rates on outstanding commercial paper ranged from 1.5 percent to 2.0 percent.

Without giving effect to any capital structure changes contemplated in connection with the completion of the Merger, we have the following instruments available to finance operations:

• $3.5 billion syndicated credit facility;¹

• $75 million unsecured line of credit ² available through August 2018; and

• $100 million uncommitted letter of credit facility ² due on demand.

The credit facility and line of credit have financial tests and other covenants with which we must comply at each quarter-end. Non-compliance with any such covenants could result in accelerated payment of amounts borrowed and termination of lenders’ further funding obligations under the credit facility and line of credit. We were in compliance with all covenants as at December 31, 2017 and at this time anticipate being in compliance with such covenants in 2018.

   FS   Notes 20 and 21

¹  Provides for unsecured advances up to the total facility amount less direct borrowings and amounts committed in respect of commercial paper outstanding.

²  Amounts available are reduced by direct borrowings and outstanding letters of credit.

For additional information on our capital structure and management:

FS	Notes 23 for capital structure
	Notes 9 and 22 for outstanding share data

The accompanying table summarizes the limits and results of certain covenants.

DEBT COVENANTS AT DECEMBER 31
Dollars (millions), except ratio amounts		Limit			2017
Debt-to-capital ratio 1	£		0.65			0.35
Debt of subsidiaries	<	$	1,000		$	–
Net book value of disposed assets	<	$	4,314	2	$	2

¹ Debt-to-capital ratio = debt (short-term debt and current portion of long-term debt + long-term debt) / (debt + shareholders’ equity). This non-IFRS financial measure is a requirement of our debt covenants and should not be considered as a substitute for, nor superior to, measures of financial performance prepared in accordance with IFRS.

² Limit is 25 percent of the prior year’s year-end total assets.

34 PotashCorp 2017 Annual Report

Our ability to access reasonably priced debt in the capital markets is dependent, in part, on the quality of our credit ratings. We continue to maintain investment-grade credit ratings for our long-term debt. A downgrade of the credit rating of our long-term debt would increase the interest rates applicable to borrowings under our credit facility and our line of credit.

Commercial paper markets are normally a source of same-day cash for the company. Our access to the US commercial paper market primarily depends on maintaining our current short-term credit ratings as well as general conditions in the money markets.

	Long-Term Debt		Short-Term Debt
	Rating (Outlook)		Rating
At December 31	2017	2016		2017		2016
Moody’s	Baa1 (negative) 1	Baa1 (negative)		P-2		P-2
Standard & Poor’s	BBB+ (negative)	BBB+ (stable)		A-2	2	A-2	2

¹ Subsequent to December 31,2017, Moody’s assigned a Baa2 (stable) rating.

² S&P assigned a global commercial paper rating of A-2, but rated our commercial paper A-1 (low) on a Canadian scale.

A security rating is not a recommendation to buy, sell or hold securities. Such ratings may be subject to revision or withdrawal at any time by the respective credit rating agency and each rating should be evaluated independently of any other rating.

Our $3,750 million of senior notes were issued under US shelf registration statements. A downgrade in the company’s credit ratings below investment-grade following the Merger or other transaction involving a change in control within a certain period of time following the change in control could trigger a change in control offer under existing debt securities, except for the notes issued in 2016, and the company could be required to make an offer to purchase all, or any part, of the senior notes at 101 percent of the $3,250 million outstanding principal amount of the notes to be repurchased, plus accrued and unpaid interest.

For 2017, our weighted average cost of capital was 6.6 percent (2016 – 7.3 percent), of which 76 percent represented the cost of equity (2016 – 75 percent).

OFF-BALANCE SHEET ARRANGEMENTS

In the normal course of operations, PotashCorp engages in a variety of transactions that, under IFRS, are either not recorded on our consolidated statements of financial position or are recorded at amounts that differ from the full contract amounts. Principal off-balance sheet activities include operating leases, agreement to reimburse losses of Canpotex, issuance of guarantee contracts, certain derivative instruments and long-term contracts. We do not reasonably expect any presently known trend or uncertainty to affect our ability to continue using these arrangements, which are discussed below and exclude the impact of the Merger.

Derivative Instruments

We use derivative financial instruments to manage exposure to commodity price and exchange rate fluctuations. Except for certain non-financial derivatives that were entered into and continued to be held for the purpose of the receipt or delivery of a non-financial item in accordance with expected purchase, sale or usage requirements, derivatives are recorded on the consolidated statements of financial position at fair value and marked-to-market each reporting period regardless of whether they are designated as hedges for IFRS purposes.

 FS  Note 17

Leases and Long-Term Contracts

Certain of our long-term raw materials agreements contain fixed price and/or volume components. Our significant agreements, and the related obligations under such agreements, are discussed in Cash Requirements on Page 31.

Additional information about our off-balance sheet arrangements:

FS	Note 25 for guarantee contracts
	Note 30 for contingencies related to Canpotex

PotashCorp 2017 Annual Report 35

OTHER FINANCIAL INFORMATION

Excluding the impact of the Merger.

MARKET RISKS ASSOCIATED WITH FINANCIAL INSTRUMENTS

Market risk is the potential for loss from adverse changes in the market value of financial instruments. The level of market risk to which we are exposed varies depending on the composition of our derivative instrument portfolio, as well as current and expected market conditions.

FS	Note 29 for financial risks, including relevant risk sensitivities
AIF	Page 20 – Risk Factors

CRITICAL ACCOUNTING ESTIMATES

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with IFRS.

Our significant accounting policies and accounting estimates are contained in the consolidated financial statements. Certain of these policies, such as long-lived asset impairment, reclassification of investments as held for sale and discontinued operations, derivative instruments, provisions and contingencies for asset retirement, environmental and other obligations, and capitalization and depreciation of property, plant and equipment, involve critical accounting estimates because they require us to make subjective or complex judgments about matters that are inherently uncertain and because of the likelihood that materially different amounts could be reported under different conditions or using different assumptions.

The company identified indicators of potential impairment in its operations in the fourth quarter of 2017. See Note 13 to the consolidated financial statements for impairments recorded during 2017.

The following table highlights sensitivities to recoverable amounts which could result in additional impairment losses or reversals of previously recorded losses across cash-generating units (“CGUs”) within the phosphate segment that had impairment indicators for which significant judgment and estimates were required:

IMPAIRMENT SENSITIVITIES 1 At December 31, 2017 Dollars (millions), except as noted	Potential Change				Increase (Decrease) to Recoverable Amount
Phosphate sales prices		±	1%	2	±	$  21
Discount rate		±	0.5%		±	$    5
Ammonia costs		±	$  20/tonne		±	$    3

¹  These sensitivities are hypothetical, should be used with caution and cannot be extrapolated because the relationship of the change in assumption to the change in amounts may not be linear. The sensitivities have been calculated independently of changes in other key variables. Changes in one factor may result in changes in another, which could amplify or reduce certain sensitivities.

²  Distributed evenly over all periods.

We have discussed the development, selection and application of our key accounting policies, and the critical accounting estimates and assumptions they involve, with the audit committee of the Board.

Refer to Note 31 to the consolidated financial statements for recent accounting changes and effective dates. The company is in the process of finalizing its implementation plan of IFRS 15, Revenue from Contracts with Customers, which will be adopted using the modified retrospective method. We expect revenue recognition to remain largely unchanged and do not anticipate any significant impacts in our underlying profitability trends. Key areas are undergoing final review and we do not expect any significant changes as a result. Our key areas include: principal versus agent relationships, variable priced contracts, shipping as a separate performance obligation, required disclosures and documentation and implementation of changes to key controls.

The company expects to complete scoping of the IFRS 16 Leases implementation in 2018. The company has a number of operating leases that are not currently recorded on the statement of financial position and we expect, upon implementation of IFRS 16, additional assets and liabilities will be recorded. In addition, we expect a component of lease-related costs to move from cost of goods sold to interest expense on the statement of operations.

 FS  Notes 2 and 31 for accounting policies, estimates and judgments

Additional financial information:

FS	Note 31 for recent accounting changes and effective dates
	Note 28 for related party transactions

36 PotashCorp 2017 Annual Report

CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

As of December 31, 2017, we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon that evaluation and as of December 31, 2017, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports the company files and submits under securities legislation is recorded, processed, summarized and reported as and when required and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

INTERNAL CONTROL OVER FINANCIAL REPORTING

See “Management’s Report on Internal Control Over Financial Reporting” and the “Reports of Independent Registered Public Accounting Firm” contained on pages 55 and 56 in our consolidated financial statements for the year ended December 31, 2017.

PotashCorp 2017 Annual Report 37

2018 NUTRIEN GUIDANCE

ESTIMATED EARNINGS PER SHARE, EBITDA AND RELATED SENSITIVITIES

	2018 Nutrien Guidance
Earnings per share		$2.10-$2.60 1

¹ Based on outlook and assumptions as at February 5, 2018 described herein, excluding incremental depreciation and amortization related to purchase price allocation.

Key factors affecting estimated earnings of Nutrien and the approximate anticipated effect on EPS, based on assumptions used in estimating 2018 EPS, are as follows:

Input Cost Sensitivities		Effect on EPS
NYMEX natural gas price increases by $1/MMBTu	Nitrogen	-0.19
	Potash	-0.01
Canadian to US dollar strengthens by $0.02	Canadian operating expenses net of provincial taxes and translation gain/loss	0.01

Price and Volume Sensitivities 1		Effect on EPS
Price	Potash changes by $20/tonne	±0.24
	Ammonia changes by $20/tonne	±0.07
	Urea changes by $20/tonne	±0.09
	DAP/MAP changes by $20/tonne	±0.05
Volume	Potash changes by 100,000 tonnes	±0.02
	Nitrogen changes by 50,000 N tonnes	±0.02
	Phosphate changes by 50,000 P2O5 tonnes	±0.03

¹ Retail sensitivities are not included due to the expected stable nature of Nutrien’s retail business.

38 PotashCorp 2017 Annual Report

NUTRIEN PRO FORMA EARNINGS AND BALANCE SHEET

Management prepared a non-IFRS pro forma statement of earnings to show 2017 earnings information had the Merger taken place on January 1, 2017, and a non-IFRS pro forma balance sheet to show 2017 figures had the Merger taken place on December 31,2017. The balance sheet has not been adjusted for the earnings impacts presented in the pro forma statement of earnings. This pro forma information is expected to be used by management to evaluate the earnings performance of Nutrien. Historical financial statements of PotashCorp and Agrium, both prepared under IFRS, were combined and then adjusted to eliminate intercompany transactions, reclassify line items in accordance with Nutrien’s expected method of presentation and remove transactions directly attributable to the Merger, including required divestitures. The pro forma financial statements are presented for illustrative purposes only and do not include, among other things, estimated cost synergies, adjustments related to restructuring or integration activities, further acquisitions or disposals, or impacts of Merger-related change in control provisions that are currently not factually supportable and/or probable of occurring.

Generally, IFRS requires statements of earnings, comprehensive income, cash flows, shareholders’ equity, balance sheet and associated notes with relevant comparative figures.

In evaluating these figures, investors should consider that the methodology applied in presenting such information may differ among companies and analysts. For additional information regarding preparation of these pro forma financial statements, see appendix A to Nutrien’s business acquisition report dated February 20, 2018.

Management believes the 2017 pro forma earnings and balance sheet information for Nutrien provides useful supplemental information to investors to evaluate financial performance using the same measures as management. Management believes that, as a result, the investor is afforded greater transparency in assessing the financial performance of Nutrien. These amounts have not been audited and should not be considered as substitute for, nor superior to, financial statements prepared in accordance with IFRS. The preparation of pro forma financial information necessarily requires estimates, assumptions and judgments.

No assurances can be provided that actual results or financial condition will not differ materially from the pro forma amounts set forth herein.

 FS    Note 32 Merger of Equals with Agrium  

PotashCorp 2017 Annual Report 39

NUTRIEN PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2017

	Historical PotashCorp			Historical Agrium			Divestitures 1		Pro forma Adjustments			Combined Pro forma
Sales	$	4,547		$	13,766		$	–	$	(71	) 2	$	18,242
Freight, transportation and distribution		(537	)		(346	)		–		–			(883	)
Cost of goods sold		(3,335	)		(9,994	)		–		68	2		(13,261	)
Gross Margin		675			3,426			–		(3	)		4,098
Selling expenses		(30	)		(2,014	)		–		–			(2,044	)
General and administrative expenses		(184	)		(316	)		–		1	3, 7		(499	)
Provincial mining and other taxes		(151	)		(13	)		–		–			(164	)
Earnings of equity-accounted investees		7			39			–		–			46
Other expenses		(108	)		(141	)		–		178	4		(71	)
Earnings before Finance Costs and Income Taxes		209			981			–		176			1,366
Finance costs		(238	)		(276	)		–		44	5		(470	)
(Loss) Earnings before Income Taxes		(29	)		705			–		220			896
Income tax recovery (expense)		183			(203	)		–		(60	) 6		(80	)
Earnings from Continuing Operations		154			502			–		160			816
Net earnings (loss) from discontinued operations		173			(187	)		14		–			–
Net Earnings	$	327		$	315		$	14	$	160		$	816
Net Earnings per Share
Basic												$	1.27
Diluted												$	1.27
Weighted average shares outstanding for basic EPS													644,150,000
Weighted average shares outstanding for diluted EPS													644,420,000

¹ Net earnings (loss) from discontinued operations was adjusted as if the required divestitures of SQM, APC, ICL and the Conda Idaho phosphate production facility and adjacent phosphate mineral rights, resulting from the Merger, had taken place on January 1, 2017.

² Intercompany sales and related costs were eliminated.

³ Change in control payments for Agrium executives were eliminated.

⁴ Transaction costs related directly to the Merger were eliminated.

⁵ Finance costs were reduced as a result of amortizing the change in carrying amount of Agrium’s debt using the effective interest rate method.

⁶ Taxes were adjusted to reflect the impact of the above noted items.

⁷ General and administrative expenses were adjusted to reflect expenses incurred directly by Nutrien.

40 PotashCorp 2017 Annual Report

POTASHCORP STATEMENT OF INCOME RECLASSIFICATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2017

	PotashCorp Before Reclassifications			Reclassification Amounts			PotashCorp After Reclassifications
Sales	$	4,547		$	–		$	4,547
Freight, transportation and distribution		(537	)		–			(537	)
Cost of goods sold		(3,335	)		–			(3,335	)
Gross Margin		675			–			675
Selling and administrative expenses		(214	)		214	2		–
Selling expenses		–			(30	) 2		(30	)
General and administrative expenses		–			(184	) 2		(184	)
Provincial mining and other taxes		(151	)		–			(151	)
Earnings of equity-accounted investees		–			7	3		7
Transaction costs		(84	)		84	4		–
Other expenses		(17	)		(91	) 3, 4		(108	)
Operating Income		209			–			209
Finance costs		(238	)		–			(238	)
Loss before Income Taxes		(29	)		–			(29	)
Income tax recovery		183			–			183
Net Income from Continuing Operations		154			–			154
Net income from discontinued operations		173			–			173
Net Income 1	$	327		$	–		$	327

¹ Nutrien uses the terminology “Net Earnings”.

² Selling expenses and general and administrative expenses were disaggregated from selling and administrative expenses.

³ Earnings of equity-accounted investees was disaggregated from other expenses.

⁴ Transaction costs relating to the Merger were aggregated with other expenses.

AGRIUM STATEMENT OF OPERATIONS RECLASSIFICATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2017

	Agrium Before Reclassifications			Reclassification Amounts			Agrium After Reclassifications
Sales	$	13,766		$	–		$	13,766
Freight, transportation and distribution		–			(346	) 5		(346	)
Cost of product sold		(10,340	)		346	5		(9,994	)
Gross Margin		3,426			–			3,426
Selling		(2,014	)		–			(2,014	)
General and administrative		(247	)		(69	) 7		(316	)
Provincial, mining and other taxes		–			(13	) 6		(13	)
Other expenses		(119	)		(22	) 6, 9		(141	)
Earnings from associates and joint ventures		39			–			39
Share-based payments		(69	)		69	7		–
Earnings before Finance Costs and Income Taxes		1,016			(35	)		981
Finance costs		(101	)		(175	) 8, 9		(276	)
Finance costs related to long-term debt		(210	)		210	8		–
Earnings before Income Taxes		705			–			705
Income tax expense		(203	)		–			(203	)
Net Earnings from Continuing Operations		502			–			502
Net loss from discontinued operations		(187	)		–			(187	)
Net Earnings	$	315		$	–		$	315

⁵ Freight, transportation and distribution was disaggregated from cost of goods sold.

⁶ Provincial, mining and other taxes was disaggregated from other expenses.

⁷ Share-based payments was reclassified to general and administrative expenses.

⁸ Finance costs related to long-term debt was reclassified to finance costs.

⁹ Interest expense related to customer prepayments was reclassified from finance costs to other expenses.

PotashCorp 2017 Annual Report 41

NUTRIEN PRO FORMA CONDENSED COMBINED BALANCE SHEET AS AT DECEMBER 31, 2017

	Historical PotashCorp		Historical Agrium			Divestitures 1			Pro forma Adjustments			Combined Pro forma
Assets
Current assets
Cash and cash equivalents	$	116	$	466		$	4,822		$	(3	) 6	$	5,401
Receivables		489		2,424			–			(1	) 2		2,912
Inventories		788		3,321			–			(3	) 3		4,106
Prepaid expenses and other current assets		72		1,124			–			–			1,196
		1,465		7,335			4,822			(7	)		13,615
Assets held for sale		1,858		105			(1,963	)		–			–
		3,323		7,440			2,859			(7	)		13,615
Non-current assets
Property, plant and equipment		12,971		7,091			–			–			20,062
Goodwill		97		2,228			–			10,264	4		12,589
Other intangible assets		69		518			–			–			587
Investments		292		522			–			–			814
Other assets		246		143			–			–			389
Total Assets	$	16,998	$	17,942		$	2,859		$	10,257		$	48,056
Liabilities
Current liabilities
Short-term debt	$	730	$	867		$	–		$	–		$	1,597
Current portion of long-term debt		–		11			–			–			11
Payables and accrued charges		836		5,296			–			–	2, 7		6,132
		1,566		6,174			–			–			7,740
Deferred income tax liabilities on assets held for sale		36		–			(36	)		–			–
		1,602		6,174			(36	)		–			7,740
Non-current liabilities
Long-term debt		3,711		4,397			–			533	4		8,641
Deferred income tax liabilities		2,205		473			–			(144	) 5		2,534
Pension and other post-retirement benefit liabilities		440		142			–			–			582
Asset retirement obligations and accrued environmental costs		651		517			–			–			1,168
Other non-current liabilities		86		118			–			–			204
Total Liabilities		8,695		11,821			(36	)		389			20,869
Shareholders’ Equity
Share capital		1,806		1,776			–			14,122	4, 6		17,704
Contributed surplus		230		–			–			–			230
Accumulated other comprehensive income (loss)		25		(1,116	)		–			1,116	6		25
Retained earnings		6,242		5,461			2,895			(5,370	) 6		9,228
Total Shareholders’ Equity		8,303		6,121			2,895			9,868			27,187
Total Liabilities and Shareholders’ Equity	$	16,998	$	17,942		$	2,859		$	10,257		$	48,056

¹ To adjust for the estimated proceeds net of taxes for the required divestitures of SQM, APC, ICL and Agrium’s Conda Idaho phosphate production facility and adjacent phosphate mineral rights had the divestitures taken place on December 31, 2017.

² To eliminate intercompany receivables and payables.

³ To eliminate intercompany profit remaining in inventory.

⁴ The fair values of Agrium’s identifiable assets and liabilities to be assumed and the full impact of applying acquisition accounting have not been fully determined. After reflecting the pro forma adjustments made herein, the excess of the purchase consideration over the fair value of Agrium’s net assets was presented as goodwill. Once detailed valuations and related calculations are completed in 2018, a material portion of the amount allocated to goodwill will be attributable to property, plant and equipment, other intangible assets, other assets, other liabilities, and the related deferred income tax balances. Some property, plant and equipment and intangible assets are expected to be finite-lived, and accordingly subject to depreciation and amortization. Depreciation and amortization of the actual amounts assigned to the fair values of the identifiable assets and liabilities acquired will result in changes to earnings in periods subsequent to the completion of the Arrangement, and those changes are expected to be material. We estimate the incremental depreciation and amortization related to fair value increases could range between $150 and $300.

⁵ To record the tax impact of the fair value adjustments.

⁶ To record and eliminate Agrium’s equity balances and the issuance of share capital related to Agrium’s vested share-based payment awards.

⁷ To record the liabilities incurred directly by Nutrien.

42 PotashCorp 2017 Annual Report

POTASHCORP STATEMENT OF FINANCIAL POSITION RECLASSIFICATIONS AS AT DECEMBER 31, 2017

	PotashCorp Before Reclassifications		Reclassification Amounts			PotashCorp After Reclassifications
Assets
Current assets
Cash and cash equivalents	$	116	$	–		$	116
Receivables		489		–			489
Inventories		788		–			788
Prepaid expenses and other current assets		72		–			72
		1,465		–			1,465
Assets held for sale		1,858		–			1,858
		3,323		–			3,323
Non-current assets
Property, plant and equipment		12,971		–			12,971
Goodwill		–		97	1		97
Investments		–		292	2		292
Investments in equity-accounted investees		30		(30	) 2		–
Available-for-sale investments		262		(262	) 2		–
Other assets		246		–			246
Intangible assets		166		(97	) 1		69
Total Assets	$	16,998	$	–		$	16,998
Liabilities
Current liabilities
Short-term debt and current portion of long-term debt	$	730	$	(730	) 3	$	–
Short-term debt		–		730	3		730
Payables and accrued charges		807		29	4		836
Current portion of derivative instrument liabilities		29		(29	) 4		–
		1,566		–			1,566
Deferred income tax liabilities on assets held for sale		36		–			36
		1,602		–			1,602
Non-current liabilities
Long-term debt		3,711		–			3,711
Derivative instrument liabilities		35		(35	) 4		–
Deferred income tax liabilities		2,205		–			2,205
Pension and other post-retirement benefit liabilities		440		–			440
Asset retirement obligations and accrued environmental costs		651		–			651
Other non-current liabilities and deferred credits		51		35	4		86
Total Liabilities		8,695		–			8,695
Shareholders’ Equity
Share capital		1,806		–			1,806
Contributed surplus		230		–			230
Accumulated other comprehensive income		25		–			25
Retained earnings		6,242		–			6,242
Total Shareholders’ Equity		8,303		–			8,303
Total Liabilities and Shareholders’ Equity	$	16,998	$	–		$	16,998

¹ Goodwill was disaggregated from other intangible assets.

² Available-for-sale investments and investments in equity-accounted investees were aggregated.

³ Short-term debt and current portion of long-term debt were disaggregated.

⁴ Derivative instrument liabilities were reclassified to payables and accrued charges, and other non-current liabilities and deferred credits.

AGRIUM BALANCE SHEET RECLASSIFICATIONS AS AT DECEMBER 31, 2017

	Agrium Before Reclassifications			Reclassification Amounts			Agrium After Reclassifications
Assets
Current assets
Cash and cash equivalents	$	466		$	–		$	466
Receivables		2,406			18	5		2,424
Income taxes receivable		18			(18	) 5		–
Inventories		3,321			–			3,321
Prepaid expenses and other current assets		1,004			120	6		1,124
Other current assets		120			(120	) 6		–
Assets held for sale		105			–			105
		7,440			–			7,440
Non-current assets
Property, plant and equipment		7,091			–			7,091
Other intangible assets		518			–			518
Goodwill		2,228			–			2,228
Investments		522			–			522
Other assets		58			85	7		143
Deferred income tax assets		85			(85	) 7		–
Total Assets	$	17,942		$	–		$	17,942
Liabilities
Current liabilities
Short-term debt	$	867		$	–		$	867
Payables and accrued charges		5,206			90	8		5,296
Income taxes payable		27			(27	) 8		–
Current portion of long-term debt		11			–			11
Current portion of other provisions		63			(63	) 8		–
		6,174			–			6,174
Non-current liabilities
Long-term debt		4,397			–			4,397
Deferred income tax liabilities		473			–			473
Pension and other post-retirement benefit liabilities		142			–			142
Asset retirement obligations and accrued environmental costs		–			517	9		517
Other provisions		522			(522	) 9		–
Other non-current liabilities		106			12	9,10		118
Total Liabilities		11,814			7			11,821
Shareholders’ Equity
Share capital		1,776			–			1,776
Accumulated other comprehensive income loss		(1,116	)		–			(1,116	)
Retained earnings		5,461			–			5,461
Non-controlling interest		7			(7	) 10		–
Total Shareholders’ Equity		6,128			(7	)		6,121
Total Liabilities and Shareholders’ Equity	$	17,942		$	–		$	17,942

⁵  Income taxes receivable was reclassified to receivables.

⁶  Other current assets were reclassified to prepaid expenses and other current assets.

⁷  Deferred income tax assets were reclassified to other assets.

⁸  Income taxes payable and current portion of other provisions were reclassified to payables and accrued charges.

⁹  Other provisions was reclassified to asset retirement obligations and accrued environmental costs, and non-current liabilities.

¹⁰  Non-controlling interest was reclassified to other non-current liabilities.

PotashCorp 2017 Annual Report 43

FORWARD-LOOKING STATEMENTS

This 2017 Annual Report, including the “Financial Outlook” section of “Management’s Discussion & Analysis of Financial Condition and Results of Operations,” contains and incorporates by reference forward-looking statements or forward-looking information (within the meaning of the US Private Securities Litigation Reform Act of 1995, and other US federal securities laws and applicable Canadian securities laws) (“forward-looking statements”) that relate to future events or our future financial performance. These statements can be identified by expressions of belief, expectation or intention, as well as those statements that are not historical fact. These statements often contain words such as “should,” “could,” “expect,” “may,” “anticipate,” “forecast,” “believe,” “intend,” “estimates,” “plans” and similar expressions. These statements are based on certain factors and assumptions as set forth in this 2017 Annual Report, including with respect to: foreign exchange rates, expected growth, results of operations, performance, business prospects and opportunities, the effect of the completion of the Merger and effective tax rates. While the company considers these factors and assumptions to be reasonable based on information currently available, they may prove to be incorrect. Forward-looking statements are subject to risks and uncertainties that are difficult to predict. The results or events set forth in forward-looking statements may differ materially from actual results or events. Several factors could cause actual results or events to differ materially from those expressed in forward-looking statements, including, but not limited to, the following: a number of matters relating to the Merger including the failure to realize the anticipated benefits of the Merger and to successfully

integrate PotashCorp and Agrium, certain costs that we may incur as a result of the Merger, the ability to retain personnel as a result of the Merger and the effect of the Merger on our business and operations generally; risks related to diversion of management time from ongoing business operations due to the Merger; the risk that our credit ratings may be downgraded or there may be adverse conditions in the credit markets; any significant impairment of the carrying amount of certain of our assets; variations from our assumptions with respect to foreign exchange rates, expected growth, results of operations, performance, business prospects and opportunities, and effective tax rates; fluctuations in supply and demand in the fertilizer, sulfur and petrochemical markets; changes in competitive pressures, including pricing pressures; risks and uncertainties related to any operating and workforce changes made in response to our industry and the markets we serve, including mine and inventory shutdowns; adverse or uncertain economic conditions and changes in credit and financial markets; economic and political uncertainty around the world; changes in capital markets; the results of sales contract negotiations; unexpected or adverse weather conditions; changes in currency and exchange rates; risks related to reputational loss; the occurrence of a major safety incident; inadequate insurance coverage for a significant liability; inability to obtain relevant permits for our operations; catastrophic events or malicious acts, including terrorism; certain complications that may arise in our mining process, including water inflows; risks and uncertainties related to our international operations and assets; our ownership of non-controlling equity interests in other companies; our

prospects to reinvest capital in strategic opportunities and acquisitions; risks associated with natural gas and other hedging activities; security risks related to our information technology systems; imprecision in reserve estimates; costs and availability of transportation and distribution for our raw materials and products, including railcars and ocean freight; changes in, and the effects of, government policies and regulations; earnings and the decisions of taxing authorities which could affect our effective tax rates; increases in the price or reduced availability of the raw materials that we use; our ability to attract, develop, engage and retain skilled employees; strikes or other forms of work stoppage or slowdowns; rates of return on, and the risks associated with, our investments and capital expenditures; timing and impact of capital expenditures; the impact of further innovation; adverse developments in new and pending legal proceedings or government investigations; and violations of our governance and compliance policies. These risks and uncertainties and additional risks and uncertainties can be found in our Annual Information Form for the fiscal year ended December 31, 2017 under the captions “Forward-Looking Statements” and “Risk Factors” and in our filings with the US Securities and Exchange Commission and the Canadian provincial securities commissions. Forward-looking statements in or incorporated into this report are given only as at the date of this report or the document incorporated into this report and the company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

44 PotashCorp 2017 Annual Report

NON-IFRS FINANCIAL MEASURES IN MD&A

PotashCorp uses cash flow and cash flow return (both non-IFRS financial measures) as supplemental measures to evaluate the performance of the company’s assets in terms of the cash flow they have generated. Calculated on the total cost basis of the company’s assets rather than on the depreciated value, these measures reflect cash returned on the total investment outlay. The company believes these measures are valuable to assess shareholder value.

Generally, these measures are a numerical measure of a company’s performance, financial position or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with IFRS. Cash flow and cash flow return are not measures of financial

performance (nor do they have standardized meanings) under IFRS. In evaluating these measures, investors should consider that the methodology applied in calculating such measures may differ among companies and analysts.

The company uses both IFRS and certain non-IFRS measures to assess performance. Management believes the non-IFRS measures provide useful supplemental information to investors in order that they may evaluate PotashCorp’s financial performance using the same measures as management. Management believes that, as a result, the investor is afforded greater transparency in assessing the financial performance of the company. These non-IFRS financial measures should not be considered as a substitute for, nor superior to, measures of financial performance prepared in accordance with IFRS.

													IFRS												Previous Canadian GAAP
(in millions of US dollars except percentage amounts)	2017			2016			2015			2014			2013			2012			2011			2010			2009			2008			2007
Net income		327			323			1,270			1,536			1,785			2,079			3,081			1,775			981			3,466			1,104
Total assets		16,998			17,255			17,469			17,724			17,958			18,206			16,257			15,547			12,922			10,249			9,717
Return on assets 1		1.9%			1.9%			7.3%			8.7%			9.9%			11.4%			19.0%			11.4%			7.6%			33.8%			11.4%
Net income		327			323			1,270			1,536			1,785			2,079			3,081			1,775			981			3,466			1,104
Income taxes from continuing and discontinued operations		(181	)		43			451			628			687			826			1,066			701			79			1,060			417
Change in unrealized loss (gain) on derivatives included in net income		3			(3	)		(3	)		5			4			3			1			–			(56	)		69			(17	)
Finance costs		238			216			192			184			144			114			159			121			121			63			69
Current income taxes 2		(92	)		(65	)		(244	)		(356	)		(272	)		(404	)		(700	)		(479	)		120			(995	)		(297	)
Depreciation and amortization		692			695			685			701			666			578			489			449			312			328			291
Impairment of available-for-sale investment		–			10			–			38			–			341			–			–			–			–			–
Impairment of property, plant and equipment		305			47			–			–			–			–			–			–			–			–			–
Cash flow 3		1,292			1,266			2,351			2,736			3,014			3,537			4,096			2,567			1,557			3,991			1,567
Total assets		16,998			17,255			17,469			17,724			17,958			18,206			16,257			15,547			12,922			10,249			9,717
Cash and cash equivalents		(116	)		(32	)		(91	)		(215	)		(628	)		(562	)		(430	)		(412	)		(385	)		(277	)		(720	)
Fair value of derivative assets		(10	)		(6	)		(9	)		(7	)		(8	)		(10	)		(10	)		(5	)		(9	)		(18	)		(135	)
Accumulated depreciation of property, plant and equipment		7,171			6,408			5,871			5,276			4,668			4,176			3,653			3,171			2,712			2,527			2,281
Net unrealized loss (gain) on available-for-sale investments		316			346			302			(244	)		(439	)		(1,197	)		(982	)		(2,563	)		(1,900	)		(886	)		(2,284	)
Accumulated amortization of other assets and intangible assets		157			131			105			129			121			104			93			76			57			81			66
Payables and accrued charges		(807	)		(772	)		(1,146	)		(1,086	)		(1,104	)		(1,188	)		(1,295	)		(1,198	)		(798	)		(1,191	)		(912	)
Impairment of property, plant and equipment		305			47			–			–			–			–			–			–			–			–			–
Adjusted assets		24,014			23,377			22,501			21,577			20,568			19,529			17,286			14,616			12,599			10,485			8,013
Average adjusted assets		23,696			22,939			22,039			21,073			20,049			18,408			15,951			13,627	5		11,542			9,249			7,757
Cash flow return 4		5.5%			5.5%			10.7%			13.0%			15.0%			19.2%			25.7%			18.8%			13.5%			43.2%			20.2%

¹  Return on assets = net income / total assets.

²  Current income taxes = current income tax expense from continuing and discontinued operations (which was already reduced by the realized excess tax benefit related to share-based compensation under previous Canadian GAAP) – realized excess tax benefit related to share-based compensation (under IFRS).

³  Cash flow = net income + income taxes from continuing and discontinued operations + change in unrealized loss (gain) on derivatives included in net income + finance costs – current income taxes + depreciation and amortization + impairment of available-for-sale investment + impairment of property, plant and equipment.

⁴  Cash flow return = cash flow / average adjusted assets (total assets – cash and cash equivalents – fair value of derivative assets + accumulated depreciation and amortization + impairment of property, plant and equipment – net unrealized loss (gain) on available-for-sale investments – payables and accrued charges).

⁵  Based on adjusted assets as at January 1, 2010 of $12,637, which was calculated similarly to 2009 under previous Canadian GAAP except the following IFRS amounts were used: total assets of $12,842, accumulated depreciation of property, plant and equipment of $2,850 and payables and accrued charges of $(817).

PotashCorp 2017 Annual Report 45

FINANCIAL TERMS

Adjusted EBITDA

EBITDA + exit costs + termination benefit costs + impairment charges/recoveries + Transaction costs + takeover response costs – loss (gain) on sale of assets + plant shutdown and closure and workforce reduction costs

Adjusted EBITDA margin

Adjusted EBITDA / net sales

Average adjusted assets

Simple average of the current year’s adjusted assets and the previous year’s adjusted assets, except when a material acquisition occurred, in which case the weighted average rather than the simple average is calculated

Cash flow

Net income + income taxes from continuing and discontinued operations + change in unrealized loss (gain) on derivatives included in net income + finance costs – current income taxes + depreciation and amortization + impairment of available-for-sale investment + impairment of property, plant and equipment

Cash flow return

Cash flow / average (total assets – cash and cash equivalents – fair value of derivative assets + accumulated depreciation and amortization + impairment of property, plant and equipment – net unrealized (gain) loss on available-for-sale investments – payables and accrued charges)

Current income taxes

Current income tax expense from continuing and discontinued operations (which was already reduced by the realized excess tax benefit related to share-based compensation under previous Canadian GAAP) – realized excess tax benefit related to share-based compensation (under IFRS)

EBITDA

Earnings from continuing operations (net income from continuing operations) before finance costs, income taxes, depreciation and amortization

Free cash flow

Cash provided by operating activities – cash additions to property, plant and equipment – other assets and intangible assets – dividends from discontinued operations – changes in non-cash operating working capital

Market value of total capital

Market value of total debt – cash and cash equivalents + market value of equity

Net debt to capital

(Total debt – cash and cash equivalents) / (total debt – cash and cash equivalents + total shareholders’ equity)

Net debt to EBITDA

(Total debt – cash and cash equivalents) / EBITDA

Net sales

Sales – freight, transportation and distribution

Previous Canadian GAAP

As we adopted IFRS with effect from January 1, 2010, our 2007 to 2009 annual information is presented on a previous Canadian generally accepted accounting principles (GAAP) basis and, to the extent such information constitutes Canadian non-GAAP measures, is reconciled to the most directly comparable measure calculated in accordance with previous Canadian GAAP. Accordingly, our information for 2007 to 2009 may not be comparable to the periods 2010 to 2017.

Return on assets

Net income / total assets

Total debt to capital

Total debt / (total debt + total shareholders’ equity)

Total debt to net income

Total debt / net income

Total shareholder return

Return on investment in PotashCorp stock from the time the investment is made based on two components: (1) growth in share price and (2) return from reinvested dividend income on the shares

Weighted average cost of capital

Simple monthly average of ((market value of total debt – cash and cash equivalents) / market value of total capital x after-tax cost of debt + market value of equity / market value of total capital x cost of equity)

52 PotashCorp 2017 Annual Report

APPENDIX

MARKET AND INDUSTRY DATA STATEMENT

Some of the market and industry data contained in this Annual Report and this Management’s Discussion & Analysis of Financial Condition and Results of Operations are based on

internal surveys, market research, independent industry publications or other publicly available information. Although we believe that the independent sources we use are reliable, we have not independently verified and cannot guarantee the accuracy or completeness of this information. Similarly, we believe our internal research is reliable, but such research has not been verified by any independent sources.

Information in the preparation of this Annual Report is based on statistical data and other material available at February 20, 2018.

ABBREVIATED COMPANY NAMES AND SOURCES*

Name	Source
Agrium	Agrium Inc., Canada
APC	Arab Potash Company (Amman: ARPT), Jordan
Bloomberg	Bloomberg L.P., USA
Canpotex	Canpotex Limited, Canada
CF Industries	CF Industries Holdings, Inc. (NYSE: CF), USA
CRU	CRU International Limited, UK
Fertecon	Fertecon Limited, UK
ICL	Israel Chemicals Ltd. (Tel Aviv: ICL), Israel
Intrepid	Intrepid Potash, Inc. (NYSE: IPI), USA
K+S	K+S Group (Xetra: SDF), Germany
Moody’s	Moody’s Corporation (NYSE: MCO), USA

Name	Source
Mosaic	The Mosaic Company (NYSE: MOS), USA
Nutrien	Nutrien Ltd. (TSX and NYSE: NTR), Canada
NYMEX	New York Mercantile Exchange, USA
NYSE	New York Stock Exchange, USA
OCI	OCI N.V., (NYSE Euronext: OCI), The Netherlands
Sinofert	Sinofert Holdings Limited (HKSE: 0297.HK), China
SQM	Sociedad Química y Minera de Chile S.A. (Santiago Bolsa de Comercio Exchange, NYSE: SQM), Chile
S&P	Standard & Poor’s Financial Services LLC, USA
TSX	Toronto Stock Exchange, Canada
Yara	Yara International ASA (Oslo: YAR), Norway

* Where PotashCorp is listed as a source in conjunction with external sources, we have supplemented the external data with internal analysis.

128 PotashCorp 2017 Annual Report

TERMS AND MEASURES

Scientific Terms
Nitrogen	NH3	ammonia (anhydrous), 82.2% N
	HNO3	nitric acid, 22% N (liquid)
	UAN	nitrogen solutions, 28-32% N (liquid)
Phosphate	MGA	merchant grade acid, 54% P2 O5 (liquid)
	DAP	diammonium phosphate, 46% P2 O5 (solid)
	MAP	monoammonium phosphate, 52% P2 O5 (solid)
	SPA	superphosphoric acid, 70% P2 O5 (liquid)
	Monocal	monocalcium phosphate, 48.1% P2 O5 (solid)
	Dical	dicalcium phosphate, 42.4% P2 O5 (solid)
	DFP	defluorinated phosphate, 41.2% P2 O5 (solid)
	STF	silicon tetrafluoride
Potash	KCI	potassium chloride, 60-63.2% K2 O (solid)
Product Measures
K2 O tonne	Measures the potassium content of products having different chemical analyses
N tonne	Measures the nitrogen content of products having different chemical analyses
P2 O5 tonne	Measures the phosphorus content of products having different chemical analyses
Product tonne	Standard measure of the weights of all types of potash, nitrogen and phosphate products
Currency Abbreviations
CDN	Canadian dollar
USD	United States dollar
Exchange Rates
	CDN per USD at December 31, 2017 – 1.2545

General Terms
2017E	2017 estimated
Brownfield capacity	Increase in operational capability at existing operation
CAGR	Compound annual growth rate
CAPEX	Capital expenditure
Canpotex	An export company owned by all Saskatchewan producers of potash
Consumption vs demand	Product applied vs product purchased
FOB	Free on Board – cost of goods on board at point of shipment
FSU	Former Soviet Union
GDP	Gross Domestic Product
Greenfield capacity	New operation built on undeveloped site
Latin America	South America, Central America, Caribbean and Mexico
LNG	Liquefied natural gas
MMBtu	Million British thermal units
MMT	Million metric tonnes
Nameplate capacity	Estimated theoretical capacity based on design specifications or Canpotex entitlements – does not necessarily represent operational capability
North America	The North American market includes Canada and the US
Offshore	Offshore markets include all markets except Canada and the US
Operational capability	Estimated annual achievable production level
PotashCorp	Potash Corporation of Saskatchewan Inc. (PCS) and its direct or indirect subsidiaries, individually or in any combination, as applicable
Yuzhnyy	A port situated in Ukraine

PotashCorp 2017 Annual Report 129

EX-99.3

EX-99.3

 

EX-99.4

EX-99.4

 

 

EX-99.5

Exhibit 99.5

CERTIFICATION

I, Jochen E. Tilk, certify that:

1. I have reviewed this Annual Report on Form 40-F of Potash Corporation of Saskatchewan Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 26, 2018

By:	/s/ Jochen E. Tilk
	Jochen E. Tilk
	President and Chief Executive Officer

EX-99.6

Exhibit 99.6

CERTIFICATION

I, Wayne R. Brownlee, certify that:

1. I have reviewed this Annual Report on Form 40-F of Potash Corporation of Saskatchewan Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 26, 2018

By:	/s/ Wayne R. Brownlee
	Wayne R. Brownlee
	Executive Vice President, Treasurer and Chief Financial Officer

EX-99.7

Exhibit 99.7

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Potash Corporation of Saskatchewan Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that:

The Annual Report on Form 40-F for the year ended December 31, 2017 (the “Form 40-F”), of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 40-F fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 26, 2018

By:	/s/ Jochen E. Tilk
	Jochen E. Tilk
	President and Chief Executive Officer

Date: February 26, 2018

By:	/s/ Wayne R. Brownlee
	Wayne R. Brownlee
	Executive Vice President, Treasurer and Chief Financial Officer

EX-99.8

Exhibit 99.8

February 26, 2018

Potash Corporation of Saskatchewan Inc.

Suite 500, 122 – 1st Avenue South

Saskatoon, Saskatchewan, Canada S7K 7G3

Ladies and Gentlemen:

Re: Annual Report on Form 40-F

Reference is made to the Annual Report on Form 40-F (the “Annual Report”) filed by Potash Corporation of Saskatchewan Inc. (the “Corporation”) under the Securities Exchange Act of 1934, as amended.

I, Craig Funk, B.Sc., M.Sc., P. Eng., P.Geo., a qualified person, am responsible for preparing or supervising the preparation of (1) the technical report entitled “National Instrument 43-101 Technical Report on Allan Potash Deposit (KL 112R A), Saskatchewan, Canada” dated effective December 31, 2017 (the “Allan Technical Report”); (2) the technical report entitled “National Instrument 43-101 Technical Report on Cory Potash Deposit (KL 103B), Saskatchewan, Canada” dated effective December 31, 2017 (the “Cory Technical Report”); (3) the technical report entitled “National Instrument 43-101 Technical Report on Lanigan Potash Deposit (KLSA 001B), Saskatchewan, Canada” dated effective December 31, 2017 (the “Lanigan Technical Report”); and (4) the technical report entitled “National Instrument 43-101 Technical Report on Rocanville Potash Deposit (KLSA 002B & KL 249), Saskatchewan, Canada” dated effective December 31, 2017 (the “Rocanville Technical Report”, together with the Allan Technical Report, the Cory Technical Report and the Lanigan Technical Report, the “Technical Reports”).

I hereby consent to the inclusion in the Annual Report of references to and information derived from the Technical Reports and to the use of my name therein. I hereby consent to the incorporation by reference of such information in Registration Statements on Form S-8 (File Nos. 333-222384 and 333-222385) of Nutrien Ltd., as successor issuer to the Corporation.

Yours truly,

/s/ Craig Funk

Craig Funk, B.Sc., M.Sc., P. Eng., P.Geo.

Director, Earth Science – Engineering, Technology & Capital

Nutrien Ltd.

EX-99.9

Exhibit 99.9

Information concerning mine safety violations or other regulatory matters required by

Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

The following table reflects citations, orders and notices issued to us by the United States Mine Safety and Health Administration (the “MSHA”) for the year ended December 31, 2017 (the “Reporting Period”) and contains certain additional information as required by Section 1503(a) and Item 104 of Regulation S-K of the United States Securities and Exchange Commission, including information regarding mining-related fatalities, proposed assessments from the MSHA and legal actions (“Legal Actions”) before the United States Federal Mine Safety and Health Review Commission (“FMSHRC”), an independent adjudicative agency that provides administrative trial and appellate review of legal disputes arising under the United States Federal Mine Safety and Health Act of 1977, as amended by the Mine Improvement and New Emergency Response Act of 2006 (the “Act”).

Included below is the information required by Section 1503(a) with respect to our facilities at Aurora, North Carolina (MSHA Identification Number 31-00212) (“Aurora”), Weeping Water, Nebraska (MSHA Identification Number 25-00554) (“Weeping Water”) and White Springs, Florida (MSHA Identification Number 08-00798) (“White Springs”) for the Reporting Period:

	Aurora		Weeping Water		White Springs
(a)   the total number of alleged violations of mandatory health or safety standards that could significantly or substantially contribute to the cause and effect of a coal or other mine safety or health hazard under Section 104 of the Act for which a citation was received from the MSHA		3		1		4
(b)   the total number of orders issued under Section 104(b) of the Act		0		0		0
(c)   the total number of citations received and orders issued under Section 104(d) of the Act for alleged unwarrantable failures of the Company to comply with mandatory health or safety standards		0		1		0
(d)   the total number of alleged flagrant violations under Section 110(b)(2) of the Act		0		0		0
(e)   the total number of imminent danger orders issued under Section 107(a) of the Act		0		0		0
(f)   the total value (in dollars) of proposed assessments from the MSHA under the Act	$	4,352	$	820	$	12,539
(g)   the total number of mining-related fatalities		0		0		0
(h)   received notice from the MSHA of a pattern of violations under Section 104(e) of the Act		No		No		No
(i) received notice from the MSHA of potential to have a pattern of violations under Section 104(e) of the Act		No		No		No
(j) the total number of Legal Actions pending as of the last day of the Reporting Period		1		0		0
(k)   Legal Actions initiated during the Reporting Period		0		0		0
(l) Legal Actions resolved during the Reporting Period		0		1		0

XML

Document and Entity Information	12 Months Ended
	Dec. 31, 2017 shares
Document - Document and Entity Information [Abstract]
Document Type	40-F
Amendment Flag	false
Document Period End Date	Dec. 31, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	FY
Trading Symbol	POT
Entity Registrant Name	POTASH CORP OF SASKATCHEWAN INC
Entity Central Index Key	0000855931
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Common Stock, Shares Outstanding	840,223,041

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Consolidated Statements of Income - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Profit or loss [abstract]
Sales	$ 4,547	$ 4,456	$ 6,279
Freight, transportation and distribution	(537)	(535)	(488)
Cost of goods sold	(3,335)	(3,091)	(3,522)
Gross Margin	675	830	2,269
Selling and administrative expenses	(214)	(212)	(239)
Provincial mining and other taxes	(151)	(124)	(310)
Transaction costs	(84)	(18)
Other (expenses) income	(17)	(17)	33
Operating Income	209	459	1,753
Finance costs	(238)	(216)	(192)
(Loss) Income Before Income Taxes	(29)	243	1,561
Income tax recovery (expense)	183	(44)	(446)
Net Income from Continuing Operations	154	199	1,115
Net Income from discontinued operations	173	124	155
Net income	$ 327	$ 323	$ 1,270
Net Income per Share from Continuing Operations
Basic	$ 0.18	$ 0.24	$ 1.34
Diluted	0.18	0.24	1.34
Net Income per Share from Continuing and Discontinued Operations
Basic	0.39	0.39	1.52
Diluted	$ 0.39	$ 0.38	$ 1.52
Weighted Average Shares Outstanding
Basic	840,079,000	838,928,000	834,141,000
Diluted	840,316,000	839,459,000	837,349,000

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Consolidated Statements of Income (Parenthetical) $ in Millions	12 Months Ended
	Dec. 31, 2017 USD ($)
Gross margin	$ 675
Impairment losses	305
Potash [member]
Gross margin	785
Nitrogen [member]
Gross margin	256
Phosphate [member]
Gross margin	(366)
Impairment losses	$ 305

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Statement of comprehensive income [abstract]
Net income	$ 327	$ 323	$ 1,270
Items that will not be reclassified to net income:
Net actuarial gain on defined benefit plans	46	16	36
Available-for-sale investments
Net fair value gain (loss) during the year	30	(34)	(546)
Cash flow hedges
Net fair value (loss) gain during the year	(17)	7	(52)
Reclassification to income of net loss	34	50	54
Other	3	2	(9)
Other Comprehensive Income (Loss)	96	41	(517)
Comprehensive Income	$ 423	$ 364	$ 753

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Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Statement of comprehensive income [abstract]
Net actuarial gain (loss) on defined benefit plans, tax		$ (20)	$ (16)	$ (22)
Net fair value gain (loss) during the year, tax		(3)	(4)	31
Reduction in deferred income tax assets due to US federal income tax rate decrease	$ 8
Reclassification to income of net loss, tax		$ (20)	$ (28)	$ (30)

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Consolidated Statements of Cash Flow - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Operating Activities
Net income	$ 327	$ 323	$ 1,270
Adjustments to reconcile net income to cash provided by operating activities	826	877	941
Changes in non-cash operating working capital	72	60	127
Cash provided by operating activities	1,225	1,260	2,338
Investing Activities
Additions to property, plant and equipment	(651)	(893)	(1,217)
Other assets and intangible assets	(1)	(2)	(67)
Cash used in investing activities	(652)	(895)	(1,284)
Financing Activities
Proceeds from long-term debt obligations		496	494
Repayment of, and finance costs on, long-term debt obligations	(501)	(8)	(502)
Proceeds from (repayment of) short-term debt obligations	341	(128)	(19)
Dividends	(330)	(809)	(1,204)
Issuance of common shares	1	25	53
Cash used in financing activities	(489)	(424)	(1,178)
Increase (Decrease) in Cash and Cash Equivalents	84	(59)	(124)
Cash and Cash Equivalents, Beginning of Year	32	91	215
Cash and Cash Equivalents, End of Year	116	32	91
Cash and cash equivalents comprised of:
Cash	14	13	30
Short-term investments	102	19	61
Cash and Cash Equivalents, End of Year	$ 116	$ 32	$ 91

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Consolidated Statements of Cash Flow (Parenthetical) $ in Millions	12 Months Ended
	Dec. 31, 2017 USD ($)
Repayment of, and finance costs on, long-term debt obligations	$ 501
3.25% senior notes [member]
Repayment of, and finance costs on, long-term debt obligations	$ 500

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Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Millions	Total	Share capital [member]	Contributed surplus [member]	Accumulated Other Comprehensive Income (Loss) [member]	Accumulated Other Comprehensive Income (Loss) [member] Net unrealized gain (loss) on available-for-sale investments [member]	Accumulated Other Comprehensive Income (Loss) [member] Net (Loss) gain on derivatives designated as cash flow hedges [member]	Accumulated Other Comprehensive Income (Loss) [member] Net actuarial gain on defined benefit plans [member]	Accumulated Other Comprehensive Income (Loss) [member] Other [member]	Retained earnings [member]
Beginning balance at Dec. 31, 2014	$ 8,792	$ 1,632	$ 234	$ 503	$ 623	$ (119)	$ (3)	$ (1)	$ 6,423
Net income	1,270								1,270
Other comprehensive (loss) income	(517)			(517)	(546)	2	36	(9)
Dividends declared	(1,274)								(1,274)
Effect of share-based compensation including issuance of common shares	68	72	(4)
Shares issued for dividend reinvestment plan	43	43
Transfer of net actuarial gain on defined benefit plans				(36)			(36)		36
Ending balance at Dec. 31, 2015	8,382	1,747	230	(50)	77	(117)	(3)	(10)	6,455
Net income	323								323
Other comprehensive (loss) income	41			41	(34)	57	16	2
Dividends declared	(590)								(590)
Effect of share-based compensation including issuance of common shares	28	36	(8)
Shares issued for dividend reinvestment plan	15	15
Transfer of net actuarial gain on defined benefit plans				(16)			(16)		16
Ending balance at Dec. 31, 2016	8,199	1,798	222	(25)	43	(60)	(3)	(8)	6,204
Net income	327								327
Other comprehensive (loss) income	96			96	30	17	46	3
Dividends declared	(335)								(335)
Effect of share-based compensation including issuance of common shares	10	2	8
Shares issued for dividend reinvestment plan	6	6
Transfer of net actuarial gain on defined benefit plans				(46)			(46)		46
Ending balance at Dec. 31, 2017	$ 8,303	$ 1,806	$ 230	$ 25	$ 73	$ (43)	$ (3)	$ (5)	$ 6,242

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Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) $ in Millions	12 Months Ended
	Dec. 31, 2017 USD ($)
Disclosure Of Restatement [Abstract]
Net unrealized gain (loss) on available for sale investment	$ 4

XML

Consolidated Statements of Financial Position - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Current assets
Cash and cash equivalents	$ 116	$ 32
Receivables	489	545
Inventories	788	768
Prepaid expenses and other current assets	72	49
Current assets other than assets held for sale	1,465	1,394
Assets held for sale	1,858
Current assets	3,323	1,394
Non-current assets
Property, plant and equipment	12,971	13,318
Investments in equity-accounted investees	30	1,173
Available-for-sale investments	262	940
Other assets	246	250
Intangible assets	166	180
Total Assets	16,998	17,255
Current liabilities
Short-term debt and current portion of long-term debt	730	884
Payables and accrued charges	807	772
Current portion of derivative instrument liabilities	29	41
Current liabilities other than liabilities included in disposal groups classified as held for sale	1,566	1,697
Deferred income tax liabilities on assets held for sale	36
Current liabilities	1,602	1,697
Non-current liabilities
Long-term debt	3,711	3,707
Derivative instrument liabilities	35	56
Deferred income tax liabilities	2,205	2,463
Pension and other post-retirement benefit liabilities	440	443
Asset retirement obligations and accrued environmental costs	651	643
Other non-current liabilities and deferred credits	51	47
Total Liabilities	8,695	9,056
Shareholders' Equity
Share capital	1,806	1,798
Contributed surplus	230	222
Accumulated other comprehensive income (loss)	25	(25)
Retained earnings	6,242	6,204
Total Shareholders' Equity	8,303	8,199
Total Liabilities and Shareholders' Equity	$ 16,998	$ 17,255

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Consolidated Statements of Financial Position (Parenthetical)		Dec. 31, 2017	Dec. 31, 2016
Statement of financial position [abstract]
Current ratio		207.00%	82.00%
Percentage of property, plant and equipment accounted for total assets		76.00%	77.00%
Total debt-to-capital ratio	[1]	35.00%	36.00%
Percentage of defined benefit pension plans funded		96.00%	94.00%

[1] Total debt / (total debt + total shareholders' equity).

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Description of Business

12 Months Ended

Dec. 31, 2017

Text block1 [abstract]

Description of Business

Note 1 Description of Business

Potash Corporation of Saskatchewan Inc. is a crop nutrient company and plays an integral role in global food production. The company produces the three essential nutrients – potash, nitrogen and phosphate – required to help farmers grow healthier, more abundant crops.

With its subsidiaries, Potash Corporation of Saskatchewan Inc. (“PCS”) – together known as “PotashCorp” or “the company” except to the extent the context otherwise requires – forms an integrated fertilizer and related industrial and feed products company. The company is a corporation organized under the laws of Canada and its principal executive office is located at Suite 500, 122 – 1^st Avenue South, Saskatoon, Saskatchewan, Canada. As at December 31, 2017, the company had assets as follows:

Production

(Owned)

K  Potash

• five operations in the province of Saskatchewan

• one operation in the province of New Brunswick (indefinitely suspended in early 2016 and placed in care-and-maintenance mode)

N  Nitrogen

• three plants, one located in each of the states of Georgia, Louisiana and Ohio

• one large-scale operation in the country of Trinidad

P  Phosphate

• a mine and processing plants in the state of North Carolina

• a mine and processing plants in the state of Florida

• a processing plant in the state of Louisiana

• phosphate feed plants in the states of Illinois, Missouri, Nebraska and North Carolina

• an industrial phosphoric acid plant in the state of Ohio

Investments in Other

Potash-Related Companies

I  Investments

• Arab Potash Company (“APC”), Jordan

• Canpotex Limited (“Canpotex”)¹

• Israel Chemicals Ltd. (“ICL”), Israel ²

• Sinofert Holdings Limited (“Sinofert”), China

• Sociedad Quimica y Minera de Chile S.A. (“SQM”), Chile

See Note 19 for additional information.

Marketing

Potash for use outside Canada and the US is sold exclusively to Canpotex, which resells potash to offshore customers.

Under its own name, PotashCorp markets and sells potash products in North America and nitrogen and phosphate products in North America and offshore.

Transportation and Distribution

(Leased and Owned)

• leased or owned 294 terminals and warehouses (411 multi-product distribution points) in North America

• leased or owned approximately 10,500 railcars in North America

• leased a warehouse in Malaysia

• ownership in a joint venture that leases a dry bulk fertilizer port terminal in Brazil

• leased three vessels used for ammonia transportation

• owned one multi-purpose vessel used for molten sulfur and phosphoric acid transportation

On January 1, 2018, PotashCorp and Agrium combined their businesses in a merger of equals by becoming wholly owned subsidiaries of a new parent company named Nutrien Ltd. (“Nutrien”). See Note 32 for additional information.

¹ A potash export, sales and marketing company owned as at December 31, 2017 in equal shares by PotashCorp and two other Canadian potash producers.

² Subsequent to December 31, 2017, the company divested all of its equity interests in ICL.

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Basis of Presentation

12 Months Ended

Dec. 31, 2017

Text block1 [abstract]

Basis of Presentation

Note 2 Basis of Presentation

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). The company has consistently applied the same accounting policies throughout all periods presented, as if these policies had always been in effect.

The company is a foreign private issuer in the US that, as of January 1, 2018, files its consolidated financial statements with the United States Securities and Exchange Commission (the “SEC”) on foreign private issuer forms permitted under the Multijurisdictional Disclosure System between the United States and Canada. In addition, the company is permitted to file with the SEC its audited consolidated financial statements under IFRS without a reconciliation to US generally accepted accounting principles (“US GAAP”). As a result, the company does not prepare a reconciliation of its results to US GAAP. It is possible that certain of its accounting policies could be different from US GAAP.

These consolidated financial statements were authorized by the Board of Directors for issue on February 20, 2018.

These consolidated financial statements were prepared under the historical cost convention, except for certain items as discussed in the applicable accounting policies.

Where an accounting policy is applicable to a specific note to the statements, the policy is described within that note, with the related financial disclosures by major caption as noted in the table below. Certain of the company’s accounting policies that relate to the financial statements as a whole, as well as estimates and judgments it has made and how they affect the amounts reported in the consolidated financial statements, are disclosed in Note 31. New standards and amendments or interpretations that were either effective and applied by the company during 2017 or that were not yet effective are described in Note 31.

Note		Topic	Accounting Policies	Accounting Estimates and Judgments	Page
	3	Revenue recognition	X	X	66
	4	Cost of goods sold	X		70
	4	Selling and administrative expenses	X		70
	8	Income taxes	X	X	72
	10	Cash equivalents	X		77
	11	Receivables	X	X	78
	12	Inventories	X	X	79
	13	Property, plant and equipment	X	X	80
	14	Other assets		X	83
	15	Intangible assets	X	X	84
	17	Derivative instruments	X	X	86
	18	Provisions for asset retirement, environmental and other obligations	X	X	87
	19	Investments	X	X	90
	21	Long-term debt	X		95
	24	Commitments	X	X	99
	25	Guarantees	X		100
	26	Pension and other post-retirement benefits	X	X	101
	27	Share-based compensation	X	X	108
	28	Related party transactions	X		111
	29	Fair value and offsetting of financial instruments	X	X	112
	30	Contingencies	X	X	118
	32	Merger of equals with Agrium	X	X	125

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Segment Information

12 Months Ended

Dec. 31, 2017

Text block1 [abstract]

Segment Information

Note 3 Segment Information

The company has three reportable operating segments: potash, nitrogen and phosphate. These segments are differentiated by the chemical nutrient contained in the products that each produces.

Accounting Policies

Accounting Estimates and Judgments

Accounting policies of the segments are: • the same as those described in Note 2 and Note 31; and • measured in a manner consistent with the financial statements. Sales revenue is recognized when: • product is shipped; • the sale price and costs incurred or to be incurred can be measured reliably; and • collectibility is probable. Sales revenue is recorded and measured based on: • the FOB mine, plant, warehouse or terminal price (except for certain vessel sales or specific product sales that are shipped and recorded on a delivered basis); and • the fair value of the consideration received or receivable (net of any trade discounts and volume rebates allowed). Inter-segment sales are made under terms that approximate market value. Transportation costs are recovered from the customer through sales pricing.

Segments are determined based on reports, used to make strategic decisions, that are reviewed by the Chief Executive Officer, assessed to be the company’s chief operating decision-maker.

Supporting Information Financial information on each of these segments is summarized in the following tables:																15% Gross margin as a percentage of sales earned from all nutrients in 2017 (unaudited)
2017	Potash			Nitrogen			Phosphate			All Others			Consolidated
Sales – third party	$	1,868		$	1,395		$	1,284		$	–		$	4,547
Freight, transportation and distribution – third party		(235	)		(129	)		(173	)		–			(537	)
Net sales – third party		1,633			1,266			1,111			–
Cost of goods sold – third party		(848	)		(1,046	)		(1,441	)		–			(3,335	)
Margin (cost) on inter-segment sales 1		–			36			(36	)		–			–
Gross margin		785			256			(366	)		–			675
Items included in cost of goods sold, selling and administrative expenses or other expenses:
Depreciation and amortization		(232	)		(203	)		(220	)		(37	)		(692	)
Impairment of property, plant and equipment (Note 13)		–			–			(305	)		–			(305	)
Assets 2		9,756			2,577			1,938			2,727			16,998
Cash outflows for additions to property, plant and equipment		219			239			185			8			651

¹ Inter-segment net sales were $74.

² Included in the total assets relating to the All Others segment are $1,858 relating to the investments held for sale as described in Note 19.

2016	Potash			Nitrogen			Phosphate			All Others			Consolidated
Sales – third party	$	1,630		$	1,467		$	1,359		$	–		$	4,456
Freight, transportation and distribution – third party		(250	)		(122	)		(163	)		–			(535	)
Net sales – third party		1,380			1,345			1,196			–			–
Cost of goods sold – third party		(943	)		(1,016	)		(1,132	)		–			(3,091	)
Margin (cost) on inter-segment sales 1		–			32			(32	)		–			–
Gross margin		437			361			32			–			830
Items included in cost of goods sold, selling and administrative expenses or other expenses:
Depreciation and amortization		(216	)		(213	)		(223	)		(43	)		(695	)
Share of Canpotex’s Prince Rupert project exit costs		(33	)		–			–			–			(33	)
Termination benefit costs		(32	)		–			–			–			(32	)
Impairment of property, plant and equipment (Note 13)		–			–			(47	)		–			(47	)
Assets		9,795			2,515			2,306			2,639			17,255
Cash outflows for additions to property, plant and equipment		342			263			216			72			893

¹ Inter-segment net sales were $62.

2015	Potash			Nitrogen			Phosphate			All Others			Consolidated
Sales – third party	$	2,543		$	1,960		$	1,776		$	–		$	6,279
Freight, transportation and distribution – third party		(214	)		(101	)		(173	)		–			(488	)
Net sales – third party		2,329			1,859			1,603			–
Cost of goods sold – third party		(1,007	)		(1,210	)		(1,305	)		–			(3,522	)
Margin (cost) on inter-segment sales 1		–			57			(57	)		–			–
Gross margin		1,322			706			241			–			2,269
Items included in cost of goods sold, selling and administrative expenses or other expenses:
Depreciation and amortization		(214	)		(198	)		(240	)		(33	)		(685	)
Assets		9,772			2,563			2,367			2,767			17,469
Cash outflows for additions to property, plant and equipment		537			398			202			80			1,217

¹ Inter-segment net sales were $87.

15%

Increase in potash sales dollars

from 2016

(unaudited)

As described in Note 1, Canpotex executed offshore marketing, sales and distribution functions for certain of the company’s products. Financial information by geographic area is summarized in the following tables:

	Country of Origin
2017	Canada		United States		Trinidad		Other		Consolidated
Sales to customers outside the company
Canada	$	95	$	194	$	–	$	–	$	289
United States		784		1,657		274		–		2,715
Canpotex 1		988		–		–		–		988
Mexico		–		76		9		–		85
Trinidad		–		–		132		–		132
Brazil		1		26		–		–		27
Colombia		–		12		36		–		48
Other Latin America		–		26		42		–		68
India		–		97		7		–		104
Other		–		10		81		–		91
	$	1,868	$	2,098	$	581	$	–	$	4,547
Non-current assets 2	$	9,501	$	3,259	$	554	$	6	$	13,320

¹ Canpotex’s 2017 sales volumes were made to: Latin America 30%, China 18%, India 12%, Other Asian markets 33%, other markets 7% (Note 28).

² Includes non-current assets other than financial instruments, equity-accounted investees, deferred tax assets and post-employment benefit assets.

	Country of Origin
2016	Canada		United States		Trinidad		Other		Consolidated
Sales to customers outside the company
Canada	$	97	$	129	$	–	$	–	$	226
United States		752		1,820		314		–		2,886
Canpotex 1		778		–		–		–		778
Mexico		–		91		7		–		98
Trinidad		–		–		115		–		115
Brazil		2		39		–		–		41
Colombia		–		6		29		–		35
Other Latin America		1		22		45		–		68
India		–		138		–		–		138
Other		–		15		56		–		71
	$	1,630	$	2,260	$	566	$	–	$	4,456
Non-current assets 2	$	9,534	$	3,532	$	597	$	14	$	13,677

¹ Canpotex’s 2016 sales volumes were made to: Latin America 33%, China 16%, India 9%, Other Asian markets 36%, other markets 6% (Note 28).

² Includes non-current assets other than financial instruments, equity-accounted investees, deferred tax assets and post-employment benefit assets.

	Country of Origin
2015	Canada		United States		Trinidad		Other		Consolidated
Sales to customers outside the company
Canada	$	119	$	175	$	–	$	–	$	294
United States		913		2,299		506		–		3,718
Canpotex 1		1,346		–		–		–		1,346
Mexico		2		98		–		–		100
Trinidad		–		–		259		–		259
Brazil		65		61		–		–		126
Colombia		37		17		35		–		89
Other Latin America		61		39		53		–		153
India		–		144		–		–		144
Other		–		24		26		–		50
	$	2,543	$	2,857	$	879	$	–	$	6,279
Non-current assets 2	$	9,472	$	3,472	$	625	$	16	$	13,585

¹ Canpotex’s 2015 sales volumes were made to: Latin America 30%, China 20%, India 9%, Other Asian markets 34%, other markets 7% (Note 28).

² Includes non-current assets other than financial instruments, equity-accounted investees, deferred tax assets and post-employment benefit assets.

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Nature of Expenses

12 Months Ended

Dec. 31, 2017

Text block1 [abstract]

Nature of Expenses

Note 4 Nature of Expenses

Accounting Policies

Cost of goods sold is costs primarily incurred at, and charged to, an active producing facility.

The primary components of selling and administrative expenses are compensation, other employee benefits, supplies, communications, travel, professional services and depreciation and amortization.

$258

Increase in

impairment

from 2016

(unaudited)

Supporting Information

Expenses by nature were comprised of:

	Cost of Goods Sold						Other						Total
	2017		2016		2015		2017		2016 3		2015 3		2017		2016 3		2015 3
Depreciation and amortization	$	655	$	652	$	652	$	37	$	43	$	33	$	692	$	695	$	685
Employee costs 1		563		575		566		113		93		90		676		668		656
Energy and fuel		389		358		452		–		–		–		389		358		452
Freight		–		–		–		372		367		345		372		367		345
Impairment of property, plant and equipment (Note 13)		305		47		–		–		–		–		305		47		–
Raw materials 2
Natural gas – feedstock		260		250		359		–		–		–		260		250		359
Sulfur		143		151		236		–		–		–		143		151		236
Ammonia		103		92		114				–		–		103		92		114
Natural gas hedge loss		55		77		89		–		–		–		55		77		89
Reagents		77		76		87		–		–		–		77		76		87
Other raw materials		107		110		131		–		–		–		107		110		131
Contract services		255		256		305		–		–		–		255		256		305
Supplies		238		258		289		–		–		–		238		258		289
Railcar and vessel costs		–		–		–		102		106		86		102		106		86
Transaction costs		–		–		–		84		18		–		84		18		–
Off-site warehouse costs		–		–		–		47		47		47		47		47		47
Property and other taxes		40		39		38		–		–		–		40		39		38
Royalties		39		38		69		–		–		–		39		38		69
Products purchased for resale		18		1		58		–		–		–		18		1		58
Other		88		111		77		97		108		93		185		219		170
Total	$	3,335	$	3,091	$	3,522	$	852	$	782	$	694	$	4,187	$	3,873	$	4,216
Expenses included in:
Freight, transportation and distribution													$	537	$	535	$	488
Cost of goods sold														3,335		3,091		3,522
Selling and administrative expenses														214		212		239
Transaction costs														84		18		–
Other expenses (income)														17		17		(33	)

¹ Includes employee benefits and share-based compensation.

² Includes inbound freight, purchasing and receiving costs.

³ Certain amounts have been reclassified for presentation purposes as described in Note 33.

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Provincial Mining and Other Taxes

12 Months Ended

Dec. 31, 2017

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Provincial Mining and Other Taxes

Note 5 Provincial Mining and Other Taxes

Under Saskatchewan provincial legislation, the company is subject to resource taxes, including the potash production tax and the resource surcharge.

	2017		2016		2015
Potash production tax		$             95	$	74	$	239
Saskatchewan resource surcharge and other		56		50		71
		$           151	$	124	$	310

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Other (Expenses) Income

12 Months Ended

Dec. 31, 2017

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Other (Expenses) Income

Note 6 Other (Expenses) Income

	2017			2016			2015
Foreign exchange (loss) gain	$	(21	)	$	(9	)	$	48
Share of earnings of equity-accounted investees		7			3			9
Dividend income		–			2			2
Impairment of available-for-sale investment		–			(10	)		–
Other		(3	)		(3	)		(26	)
	$	(17	)	$	(17	)	$	33

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Finance Costs

12 Months Ended

Dec. 31, 2017

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Finance Costs

Note 7 Finance Costs

Finance costs mainly arise from interest expense on long-term senior notes.

	2017			2016			2015
Interest expense on
Short-term debt	$	9		$	9		$	4
Long-term debt		206			188			198
Interest on net defined benefit pension and other post-retirement plan obligations (Note 26)		19			19			19
Unwinding of discount on asset retirement obligations (Note 18)		17			14			13
Borrowing costs capitalized to property, plant and equipment		(11	)		(11	)		(40	)
Interest income		(2	)		(3	)		(2	)
	$	238		$	216		$	192

Borrowing costs capitalized to property, plant and equipment during 2017 were calculated by applying an average capitalization rate of 4.4 percent (2016 – 4.0 percent, 2015 – 4.5 percent) to expenditures on qualifying assets.

See Note 10 for interest paid.

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Income Taxes

12 Months Ended

Dec. 31, 2017

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Income Taxes

Note 8 Income Taxes

This note explains the company’s income tax recovery (expense) and tax-related balances within the consolidated financial statements. The deferred tax section provides information on expected future tax payments.

Accounting Policies

The company operates in a specialized industry and in several tax jurisdictions. As a result, its income is subject to various rates of taxation. Taxation on items recognized in the statements of income, other comprehensive income (“OCI”) or contributed surplus is recognized in the same location as those items.

Taxation on earnings is comprised of current and deferred income tax.

Current income tax is:

Deferred income tax is:

• the expected tax payable on the taxable income for the year; • calculated using rates enacted or substantively enacted at the consolidated statements of financial position date in the countries where the company’s subsidiaries, held for sale investees and equity-accounted investees operate and generate taxable income; and • inclusive of any adjustment to income tax payable or recoverable in respect of previous years.

• recognized using the liability method; • based on temporary differences between financial statements’ carrying amounts of assets and liabilities and their respective income tax bases; and • determined using tax rates that have been enacted or substantively enacted by the statements of financial position date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

The realized and unrealized excess tax benefit from share-based payment arrangements is recognized in contributed surplus as current and deferred tax, respectively.

Uncertain income tax positions are accounted for using the standards applicable to current income tax liabilities and assets; i.e., both liabilities and assets are recorded when probable and measured at the amount expected to be paid to (recovered from) the taxation authorities using the company’s best estimate of the amount.

Deferred income tax is not accounted for:

• with respect to investments in subsidiaries and equity-accounted investees where the company is able to control the reversal of the temporary difference and that difference is not expected to reverse in the foreseeable future; and

• if arising from initial recognition of an asset or liability in a transaction, other than a business combination, that at the time of the transaction affects neither accounting nor taxable profit or loss.

Deferred income tax assets are reviewed at each statements of financial position date and amended to the extent that it is no longer probable that the related tax benefit will be realized.

Accounting Estimates and Judgments

Estimates and judgments to determine the company’s taxes are impacted by:

• the breadth of the company’s operations; and

• global complexity of tax regulations.

The final taxes paid, and potential adjustments to tax assets and liabilities, are dependent upon many factors including:

• negotiations with taxing authorities in various jurisdictions;

• outcomes of tax litigation; and

• resolution of disputes arising from federal, provincial, state and local tax audits.

Estimates and judgments are used to recognize the amount of deferred tax assets, which:

• includes the probability that future taxable profit will be available to use deductible temporary differences; and

• could be reduced if projected income is not achieved or increased if income previously not projected becomes probable.

Accounting Policies continued

Income tax assets and liabilities are offset when:

For current income taxes, the company has:	For deferred income taxes:
• a legally enforceable right 1 to offset the recognized amounts; and • the intention to settle on a net basis or realize the asset and settle the liability simultaneously.	• the company has a legally enforceable right to set off current tax assets against current tax liabilities; and • they relate to income taxes levied by the same taxation authority on either: (1) the same taxable entity; or (2) different taxable entities intending to settle current tax liabilities and assets on a net basis, or realize assets and settle liabilities simultaneously in each future period.2
1 For income taxes levied by the same taxation authority and the authority permits the company to make or receive a single net payment or receipt. 2 In which significant amounts of deferred tax liabilities or assets expected are to be settled or recovered.

Supporting Information

Income Taxes included in Net Income from Continuing Operations

The provision for income taxes differs from the amount that would have resulted from applying the Canadian statutory income tax rates to income before income taxes as follows:

	2017			2016 1			2015 1
(Loss) income before income taxes
Canada	$	123		$	(43	)	$	726
United States		(271	)		174			585
Trinidad		95			88			224
Other		24			24			26
	$	(29	)	$	243		$	1,561
Canadian federal and provincial statutory income tax rate		27.02%			27.02%			27.00%
Income tax at statutory rates	$	8		$	(66	)	$	(421	)
Adjusted for the effect of:
Impact of tax rate changes		187			–			–
Production-related deductions		14			27			37
Tax authority examinations		–			16			17
Impact of foreign tax rates (US, Trinidad and other)		(25	)		(17	)		(62	)
Other		(1	)		(4	)		(17	)
Income tax recovery (expense) included in net income from continuing operations	$	183		$	(44	)	$	(446	)

¹ Certain amounts have been reclassified as a result of investments in SQM, APC and ICL being classified as discontinued operations in 2017.

The increase in the Canadian and provincial statutory income tax rate from 2015 to 2016 was the result of a legislated increase in New Brunswick income tax rates.

Accounting Estimates and Judgments continued

   $187

Deferred tax recovery

from tax rate decrease due to

US tax reform legislation

(unaudited)

Total income tax recovery (expense), included in net income from continuing operations, was comprised of the following:

	2017			2016 1			2015 1
Current income tax
Tax expense for current year	$	(70	)	$	(76	)	$	(259	)
Adjustments in respect of prior years		(20	)		13			16
Total current income tax expense		(90	)		(63	)		(243	)
Deferred income tax
Impact of tax rate changes		187			–			–
Origination and reversal of temporary differences		69			13			(196	)
Adjustment in respect of prior years		20			7			2
Other		(3	)		(1	)		(9	)
Total deferred income tax recovery (expense)		273			19			(203	)
Income tax recovery (expense) included in net income from continuing operations	$	183		$	(44	)	$	(446	)

¹ Certain amounts have been reclassified as a result of investments in SQM, APC and ICL being classified as discontinued operations in 2017.

Income Tax Balances

Income tax balances within the consolidated statements of financial position as at December 31 were comprised of the following:

Income Tax Assets (Liabilities)	Statements of Financial Position Location	2017			2016
Current income tax assets
Current	Receivables (Note 11)	$	24		$	41
Non-current	Other assets (Note 14)		64			67
Deferred income tax assets	Other assets		18			10
Total income tax assets		$	106		$	118
Current income tax liabilities
Current	Payables and accrued charges (Note 16)	$	(16	)	$	(25	)
Non-current	Other non-current liabilities and deferred credits		(43	)		(43	)
Deferred income tax liabilities	Deferred income tax liabilities		(2,205	)		(2,463	)
Total income tax liabilities		$	(2,264	)	$	(2,531	)

Deferred Income Taxes

In respect of each type of temporary difference, unused tax loss and unused tax credit, the amounts of deferred tax assets and liabilities recognized in the consolidated statements of financial position as at December 31 and the amount of the deferred tax recovery or expense recognized in net income from continuing operations were:

	Deferred Income Tax Assets (Liabilities)						Deferred Income Tax Recovery (Expense) Recognized in Net Income
	2017			2016			2017			2016 1			2015 1
Deferred income tax assets
Tax loss and other carryforwards	$	13		$	118		$	(105	)	$	116		$	(1	)
Asset retirement obligations and accrued environmental costs		120			176			(56	)		2			–
Derivative instrument liabilities		13			35			–			–			–
Inventories		4			6			(2	)		(25	)		9
Post-retirement benefits and share-based compensation		124			166			(22	)		13			5
Other assets		11			22			(11	)		8			(7	)
Deferred income tax liabilities
Property, plant and equipment		(2,458	)		(2,930	)		472			(93	)		(212	)
Investments in equity-accounted investees		–			(35	)		–			–			–
Other liabilities		(14	)		(11	)		(3	)		(2	)		3
	$	(2,187	)	$	(2,453	)	$	273		$	19		$	(203	)

¹ Certain amounts have been reclassified as a result of investments in SQM, APC and ICL being classified as discontinued operations in 2017.

Reconciliation of net deferred income tax liabilities:

	2017			2016 1
Balance, beginning of year		$        (2,453	)	$	(2,428	)
Income tax recovery recognized in net income from continuing operations		273			19
Reclassified as held for sale		36			–
Income tax charge recognized in OCI		(43	)		(48	)
Other		–			4
Balance, end of year		$        (2,187	)	$	(2,453	)

¹ Certain amounts have been reclassified as a result of investments in SQM, APC and ICL being classified as held for sale and discontinued operations in 2017.

Amounts and expiry dates of unused tax losses and unused tax credits as at December 31, 2017 were:

	Amount		Expiry Date
Unused operating losses	$	9		2028 – Indefinite
Unused investment tax credits	$	50		2018 – 2036
Unused alternative minimum tax credits	$	9		None

The unused tax losses and credits with no expiry dates can be carried forward indefinitely. The alternative minimum tax carryforward will be refunded or used to reduce current taxes payable on or before December 31, 2022.

As at December 31, 2017, the company had $7 of tax losses and deductible temporary differences for which it did not recognize deferred tax assets.

At December 31, 2017, it is anticipated that capital losses of $297 will be utilized to increase the tax adjusted cost base of investments in certain subsidiaries.

The company has determined that it is probable that all recognized deferred tax assets will be realized through a combination of future reversals of temporary differences and taxable income.

The aggregate amount of temporary differences associated with investments in subsidiaries, and equity-accounted investees, for which deferred tax liabilities have not been recognized, as at December 31, 2017 was $5,252 (2016 – $6,463).

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Net Income per Share

12 Months Ended

Dec. 31, 2017

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Net Income per Share

Note 9 Net Income per Share

Basic net income per share provides a measure of the interests of each ordinary common share in the company’s performance over the year.

Diluted net income per share adjusts basic net income per share for the effects of all dilutive potential common shares.

	2017		2016		2015
Basic net income per share 1
Net income from continuing operations available to common shareholders	$	154	$	199	$	1,115
Net income from discontinued operations available to common shareholders		173		124		155
Total Net Income	$	327	$	323	$	1,270
Weighted average number of common shares		840,079,000		838,928,000		834,141,000
Basic net income per share from continuing operations	$	0.18	$	0.24	$	1.34
Basic net income per share from discontinued operations	$	0.21	$	0.15	$	0.18
Basic net income per share from continuing and discontinued operations	$	0.39	$	0.39	$	1.52
Diluted net income per share 1
Net income from continuing operations available to common shareholders	$	154	$	199	$	1,115
Net income from discontinued operations available to common shareholders		173		124		155
Total Net Income	$	327	$	323	$	1,270
Weighted average number of common shares		840,079,000		838,928,000		834,141,000
Dilutive effect of stock options		199,000		210,000		3,208,000
Dilutive effect of share-settled performance share units		38,000		321,000		–
Weighted average number of diluted common shares		840,316,000		839,459,000		837,349,000
Diluted net income per share from continuing operations	$	0.18	$	0.24	$	1.34
Diluted net income per share from discontinued operations	$	0.21	$	0.14	$	0.18
Diluted net income per share from continuing and discontinued operations	$	0.39	$	0.38	$	1.52

¹ Net income per share calculations are based on dollar and share amounts each rounded to the nearest thousand.

Net income per share = net income available to common shareholders / weighted average number of common shares issued and outstanding during the year. Diluted net income per share incorporated the following adjustments. The denominator was:

Ù   increased by the total of the additional common shares that would have been issued assuming exercise of all stock options with exercise prices at or below the average market price for the year;

Ù   increased by the total of the additional share-settled performance share units (“PSUs”) that could be issued if vesting criteria are achieved; and

Ú   decreased by the number of shares that the company could have repurchased if it had used the assumed proceeds from the exercise of stock options to repurchase them on the open market at the average share price for the year.

For performance-based stock option plans, the number of contingently issuable common shares included in the calculation was based on the number of shares, if any, that would be issuable if the end of the reporting period was the end of the performance period and the effect was dilutive.

Options excluded from the calculation of diluted net income per share due to the option exercise prices being greater than the average market price of common shares were as follows:

	2017		2016		2015
Weighted average number of options		12,304,351		12,697,691		7,269,775
Option plan years fully excluded		2008- 2015,2017		2007-2014		2008, 2009, 2011-2013

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Consolidated Statements of Cash Flow

12 Months Ended

Dec. 31, 2017

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Consolidated Statements of Cash Flow

Note 10 Consolidated Statements of Cash Flow

Accounting Policy
Highly liquid investments with a maturity of three months or less from the date of purchase are considered to be cash equivalents.
For the years ended December 31	2017					2016					2015
Reconciliation of cash provided by operating activities
Net income				$	327				$	323				$	1,270
Adjustments to reconcile net income to cash provided by operating activities
Depreciation and amortization		692					695					685
Impairment of property, plant and equipment (Note 13)		305					47					–
Net (undistributed) distributed earnings of equity-accounted investees		(1	)				70					(35	)
Share-based compensation		11					2					22
(Recovery of) provision for deferred income tax		(273	)				(22	)				204
Pension and other post-retirement benefits		64					46					30
Asset retirement obligations and accrued environmental costs		7					29					20
Other long-term liabilities and miscellaneous		21					10					15
Subtotal of adjustments					826					877					941
Changes in non-cash operating working capital
Receivables		47					114					259
Inventories		(10	)				(21	)				(99	)
Prepaid expenses and other current assets		(13	)				17					(19	)
Payables and accrued charges		48					(50	)				(14	)
Subtotal of changes in non-cash operating working capital					72					60					127
Cash provided by operating activities				$	1,225				$	1,260				$	2,338
Supplemental cash flow disclosure
Interest paid				$	198				$	189				$	193
Income taxes paid				$	83				$	50				$	171

$1.2 billion

    Total cash provided by

    operating activities

    in 2017

      (unaudited)

The following is a summary of changes in liabilities arising from financing activities:

	December 31, 2016		Cash Flows 1			Non-cash Changes		December 31, 2017
Short-term debt and current portion of long-term debt 1	$	884	$	(159	)	$	5	$	730
Long-term debt		3,707		(1	)		5		3,711
Total liabilities from financing activities	$	4,591	$	(160	)	$	10	$	4,441

¹ Cash inflows and cash outflows arising from short-term debt transactions are presented on a net basis.

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Receivables

12 Months Ended

Dec. 31, 2017

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Receivables

Note 11 Receivables

Receivables represent amounts the company expects to collect from other parties. Trade receivables consist mainly of amounts owed to PotashCorp by its customers, the largest individual customer being the related party, Canpotex.

Accounting Policies

Trade receivables are recognized initially at fair value and subsequently measured at amortized cost less provision for impairment of trade accounts receivable. When a trade receivable is uncollectible, it is written off against the provision. Subsequent recoveries of amounts previously written off are credited to the consolidated statements of income.

Supporting Information

	2017			2016
Trade accounts – Canpotex (Note 28)	$	82		$	141
– Other		314			292
Less provision for impairment of trade accounts receivable		(6	)		(6	)
		390			427
Income taxes receivable (Note 8)		24			41
Margin deposits on derivative instruments		21			27
GST and VAT receivable		24			22
Other non-trade accounts		30			28
	$	489		$	545

Accounting Estimates and Judgments

Determining when amounts are deemed uncollectible requires judgment.

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Inventories

12 Months Ended

Dec. 31, 2017

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Inventories

Note 12 Inventories

Inventories consist of product from the company’s three segments – potash, nitrogen and phosphate – in varying stages of the production process.

Accounting Policies
Inventories are valued monthly at the lower of cost and net realizable value. Costs, allocated to inventory using the weighted average cost method, include direct acquisition costs, direct costs related to the units of production and a systematic allocation of fixed and variable production overhead, as applicable. Net realizable value is based on:
For products and raw materials	For materials and supplies
• selling price of the finished product (in ordinary course of business); • less the estimated costs of completion; and • less the estimated costs to make the sale.	• replacement cost, considered to be the best available measure of net realizable value.
A writedown is recognized if carrying amount exceeds net realizable value, and may be reversed if the circumstances which caused it no longer exist.

Supporting Information

Inventories as at December 31 were comprised of:

	2017		2016
Finished products	$	260	$	269
Intermediate products		202		174
Raw materials		62		75
Materials and supplies		264		250
	$	788	$	768

The following items affected cost of goods sold during the year:

	2017		2016		2015
Expensed inventories before the following items	$	2,791	$	2,712	$	3,233
Reserves, reversals and writedowns of inventories		44		31		11
	$	2,835	$	2,743	$	3,244

The carrying amount of inventory recorded at net realizable value was $45 as at December 31, 2017 (2016 – $47), with the remaining inventory recorded at cost.

Accounting Estimates and Judgments

Judgment involves determining:

• the appropriate measure of net realizable value; and

• the allocation of production overhead to inventories.

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Property, Plant and Equipment

12 Months Ended

Dec. 31, 2017

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Property, Plant and Equipment

Note 13 Property, Plant and Equipment

The majority of the company’s tangible assets are the buildings, machinery and equipment used to produce its three nutrients. These assets are depreciated over their estimated useful lives.

Accounting Policies

Property, plant and equipment (which include certain mine development costs, pre-stripping costs and assets under construction) are carried at cost less accumulated depreciation and any recognized impairment loss. 

Cost includes all expenditures directly attributable to bringing the asset to the location and installing it in working condition for its intended use, including:

• income or expenses;¹

• a reduction for investment tax credits to which the company is entitled;

• additions, betterments and renewals; and

• borrowing costs during construction.²

Each component of an item of property, plant and equipment with a cost that is significant in relation to the item’s total cost is depreciated separately. When the cost of replacing part of an item of property, plant and equipment is capitalized, the carrying amount of the replaced part is derecognized. The cost of major inspections and overhauls is capitalized and depreciated over the period until the next major inspection or overhaul. Maintenance and repair expenditures that do not improve or extend productive life are expensed in the period incurred.

Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sale proceeds and the carrying amount of the asset, and is recognized in operating income.

¹  Derived from the necessity to bring an asset under construction to the location and condition necessary to be capable of operating in the manner and location intended.

²  The capitalization rate is based on the weighted average interest rate on all of the company’s outstanding third-party debt. Capitalization ceases when assets are substantially ready for their intended use.

Accounting Estimates and Judgments

Judgment involves determining:

• which costs are directly attributable (e.g., labor, overhead) and when income or expenses derived from an asset under construction are recognized as part of the asset cost;

• appropriate timing for cessation of cost capitalization¹, considering the circumstances and the industry in which the asset is to be operated, normally predetermined by management with reference to such factors as productive capacity;

• the appropriate level of componentization (for individual components for which different depreciation methods or rates are appropriate);

• which repairs and maintenance constitute major inspections and overhauls; and

• the appropriate life over which such costs should be amortized.

Certain mining and milling assets are depreciated using the units-of-production method based on the shorter of estimates of reserves or service lives. Pre-stripping costs are depreciated on a units-of-production basis over the ore mined from the mineable acreage stripped. Land is not depreciated. Other asset classes are depreciated on a straight-line basis.

The following estimated useful lives have been applied to the majority of property, plant and equipment assets as at December 31, 2017:

	Useful Life Range (years)		Weighted Average Useful Life (years) 3
Land improvements		8 to 69		38
Buildings and improvements		9 to 60		38
Machinery and equipment 2		3 to 60		25

Asset residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the depreciation period or method, as appropriate, and are treated as changes in accounting estimates.

The company assesses its existing assets and their depreciable lives in connection with the review of mine and plant operating plans at the end of each reporting period. When it is determined that assigned asset lives do not reflect the expected remaining period of benefit, prospective changes are made to their depreciable lives. Uncertainties are inherent in estimating reserve quantities, particularly as they relate to assumptions regarding future prices, the geology of the company’s mines, the mining methods used and the related costs incurred to develop and mine its reserves. Changes in these assumptions could result in material adjustments to reserve estimates, which could result in impairments or changes to depreciation expense in future periods, particularly if reserve estimates are reduced.

¹  Generally when the asset or asset under construction is substantially complete and in the location and condition necessary for it to be capable of operating in the manner intended by management.

²  Comprised primarily of plant equipment.

³  Weighted by carrying amount as at December 31, 2017.

Accounting policies, estimates and judgments related to impairment of long-lived assets are included within Note 31 on Page 121.

Supporting Information

	Land and Improvements			Buildings and Improvements			Machinery and Equipment			Mine Development Costs			Assets Under Construction			Total
Carrying amount – December 31, 2016		$             618			$          4,212			$          6,859			$               1,027			$              602			$        13,318
Additions		–			–			9			88			528			625
Change in investment tax credits		–			–			7			–			–			7
Disposals		–			–			(2	)		–			–			(2	)
Transfers		63			71			521			(21	)		(634	)		–
Change in asset retirement costs		–			–			–			15			–			15
Depreciation		(19	)		(83	)		(487	)		(98	)		–			(687	)
Impairment		(50	)		(16	)		(163	)		(32	)		(44	)		(305	)
Carrying amount – December 31, 2017		$             612			$          4,184			$          6,744			$                  979			$              452			$        12,971
Balance as at December 31, 2017 comprised of:
Cost		$             868			$          4,837			$        12,000			$               1,985			$              452			$        20,142
Accumulated depreciation		(256	)		(653	)		(5,256	)		(1,006	)		–			(7,171	)
Carrying amount		$             612			$          4,184			$          6,744			$                  979			$              452			$        12,971
Carrying amount – December 31, 2015		$             538			$          3,636			$          7,005			$                   571			$            1,462			$        13,212
Additions		–			2			9			65			744			820
Change in investment tax credits		–			–			(6	)		–			5			(1	)
Disposals		–			–			(1	)		–			–			(1	)
Transfers		102			639			391			469			(1,601	)		–
Change in asset retirement costs		–			–			–			12			–			12
Depreciation		(22	)		(65	)		(500	)		(90	)		–			(677	)
Impairment		–			–			(39	)		–			(8	)		(47	)
Carrying amount – December 31, 2016		$             618			$          4,212			$          6,859			$                1,027			$              602			$        13,318
Balance as at December 31, 2016 comprised of:
Cost		$             807			$          4,813			$        11,574			$                1,930			$              602			$        19,726
Accumulated depreciation		(189	)		(601	)		(4,715	)		(903	)		–			(6,408	)
Carrying amount		$             618			$          4,212			$          6,859			$                1,027			$              602			$        13,318

Depreciation of property, plant and equipment was included in the following:

	2017		2016		2015
Cost of goods sold and selling and administrative expenses		$             668		$             671		$             667
Cost of property, plant and equipment and inventory		19		6		13
		$             687		$             677		$             680

During the fourth quarter of 2017, an indicator of impairment was identified in the White Springs and Feed Plants cash-generating unit (“CGU”), primarily as a result of reduced efficiency of conversion of rock to finished product, shifts in production mix and deteriorating price expectations. The White Springs and Feed Plants CGU, part of the phosphate segment reported in Note 3, had a recoverable amount of $96 at December 31, 2017 based on value in use. As a result, an impairment loss of $250 was recognized in phosphate cost of goods sold during the year ended December 31, 2017. The recoverable amount was calculated using an after-tax discount rate of 8 percent based on the estimated weighted average cost of capital of a listed entity with similar assets.

In 2017, phosphate property, plant and equipment at Aurora were impaired by $29 (carrying amount of $29) in the third quarter and $26 (carrying amount of $31) in the fourth quarter, related to a feed product the company will no longer produce and a mining method the company will no longer use, respectively. Recoverable amounts were based on fair value less costs to sell.

During the fourth quarter of 2016, an indicator of impairment was determined to exist in the Geismar phosphate CGU, as a result of sustained losses in a contract. The Geismar phosphate CGU, part of the phosphate segment reported in Note 3, had a recoverable amount of $NIL at December 31, 2016 based on value in use. As a result, an impairment loss of $20 was recognized in phosphate cost of goods sold during the year ended December 31, 2016.

During the first quarter of 2016, property, plant and equipment in the phosphate segment with a carrying amount of $27 was determined to have a recoverable amount of $NIL related to a product that the company will no longer produce. An impairment loss of $27 was recognized in phosphate cost of goods sold during the year ended December 31, 2016.

There were no impairments recorded in 2015.

Operating accounts payable incurred for additions to property, plant and equipment do not result in a cash outflow. When paid, the liabilities are reflected as a cash outflow within investing activities. The applicable net change in accounts payable that was reclassified (to) from investing activities (from) to operating activities on the consolidated statements of cash flow in 2017 was $(22) (2016 –$(68), 2015 – $19).

As at December 31, 2017, the carrying amount of idled assets (including Picadilly, New Brunswick, Cory and Lanigan, Saskatchewan potash assets, and Aurora, North Carolina phosphate assets) was $2,267 (2016 – $2,142, 2015 – $2,015).

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Other Assets

12 Months Ended

Dec. 31, 2017

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Other Assets

Note 14 Other Assets

Accounting Estimates and Judgments

The costs of certain ammonia catalysts are capitalized to other assets and are amortized, net of residual value, on a straight-line basis over their estimated useful lives of one to 12 years.

Upfront lease costs are capitalized to other assets and amortized over the life of the leases on a straight-line basis, the latest of which extends through 2037.

Supporting Information

Other assets as at December 31 were comprised of:

	2017		2016
Long-term income taxes receivable (Note 8)	$	64	$	67
Ammonia catalysts – net of accumulated amortization of $61 (2016 – $53)		42		39
Accrued pension benefit asset (Note 26)		24		23
Investment tax credits receivable		24		23
Margin deposits on derivative instruments		17		34
Upfront lease costs – net of accumulated amortization of $12 (2016 – $11)		15		16
Other – net of accumulated amortization of $23 (2016 – $21)		60		48
	$	246	$	250

Amortization of other assets included in cost of goods sold and in selling and administrative expenses for 2017 was $9 (2016 – $10, 2015 – $11).

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Intangible Assets

12 Months Ended

Dec. 31, 2017

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Intangible Assets

Note 15 Intangible Assets

Intangible assets, including goodwill, are identifiable, represent future economic benefits and are controlled by the company. Goodwill is not amortized but is subject to annual impairment reviews.

Accounting Policies

Accounting Estimates and Judgments

An intangible asset is recognized when it is: • reliably measurable; • identifiable (separable or arises from contractual rights); • probable that expected future economic benefits will flow to the company; and • controllable by the company. Intangible assets are recorded initially at cost, including development and applicable employee costs, and relate primarily to: • production and technology rights; • contractual customer relationships; • computer software; • goodwill; and • computer software and other developed projects (internally generated). The following expenses are never recognized as an asset in current or subsequent periods: • costs to maintain software programs; and • development costs previously recognized as an expense. Amortization is recognized in net income as an expense related to the function of the intangible asset. Useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. All business combinations are accounted for using the acquisition method. Identifiable intangible assets are recognized separately from goodwill. Goodwill is carried at cost, is no longer amortized and represents the excess of the cost of an acquisition over the fair value of the company’s share of the net identifiable assets of the acquired subsidiary or equity method investee at the date of acquisition. Separately recognized goodwill is carried at cost less accumulated amortization (recognized prior to 2002) and impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Judgment is applied to determine non-tangible expenditures eligible for capitalization. Estimation is applied to determine expected useful lives used in the straight-line amortization of intangible assets with finite lives. Changes in accounting estimates can result from changes in useful life or the expected pattern of consumption of an asset (taken into account by changing the amortization period or method, as appropriate). Goodwill is allocated to CGUs or groups of CGUs for the purpose of impairment testing based on the level at which it is monitored by management, and not at a level higher than an operating segment. The allocation is made to those CGUs or groups of CGUs expected to benefit from the business combination in which the goodwill arose.

Supporting Information

Goodwill is the only intangible asset with an indefinite useful life recognized by the company. All other intangible assets have finite useful lives. Following is a reconciliation of intangible assets:

	Goodwill 1						Other						Total
	2017			2016			2017			2016			2017			2016
Carrying amount, beginning of year	$	97		$	97		$	83		$	95		$	180		$	192
Additions		–			–			1			2			1			2
Amortization		–			–			(15	)		(14	)		(15	)		(14	)
Carrying amount, end of year	$	97		$	97		$	69		$	83		$	166		$	180
Balance as at December 31 comprised of:
Cost	$	104		$	104		$	123		$	122		$	227		$	226
Accumulated amortization		(7	)		(7	)		(54	)		(39	)		(61	)		(46	)
Carrying amount	$	97		$	97		$	69		$	83		$	166		$	180

¹ The company’s aggregate carrying amount of goodwill was $97 (2016 – $97), representing 1.2 percent of shareholders’ equity as at December 31, 2017 (2016 – 1.2 percent). Substantially all of the company’s recorded goodwill relates to the nitrogen segment.

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Payables and Accrued Charges

12 Months Ended

Dec. 31, 2017

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Payables and Accrued Charges

Note 16 Payables and Accrued Charges

Trade and other payables and accrued charges mainly consist of amounts owed to suppliers, contractors, employees and shareholders that have been invoiced or accrued.

Payables and accrued charges as at December 31 were comprised of:

	2017		2016		38% Total trade accounts included in payables and accrued changes at December 31, 2017 (unaudited)
Trade accounts	$	306	$	340
Accrued compensation		98		76
Dividends		84		84
Current portion of asset retirement obligations and accrued environmental costs (Note 18)		72		58
Deferred revenue		51		59
Accrued transaction costs (Note 32)		42		–
Current portion of pension and other post-retirement benefits (Note 26)		35		32
Accrued interest		33		35
Income taxes (Note 8)		16		25
Other payables and other accrued charges		70		63
	$	807	$	772

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Derivative Instruments

12 Months Ended

Dec. 31, 2017

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Derivative Instruments

Note 17 Derivative Instruments

PotashCorp enters into contracts with other parties primarily to fix the price of natural gas used as feedstock in production and the exchange rate for Canadian dollar transactions.

Accounting Policies	Accounting Estimates and Judgments
Derivative financial instruments are used to lock in commodity prices, exchange rates and interest rates. Contracts to buy or sell a non-financial item 1 are recognized at fair value on the consolidated statements of financial position where appropriate. For designated and qualified cash flow hedges: • the effective portion of the change in the fair value of the derivative is accumulated in OCI until the variability in cash flows being hedged is recognized in net income in future accounting periods; and • the ineffective portions of hedges are recorded in net income in the current period. The change in fair value of derivative instruments, not designated or not qualified as hedges, is recorded in net income in the current period. The company’s policy is not to use derivative instruments for trading or speculative purposes. The company may choose not to designate a qualifying derivative instrument in an economic hedging relationship as an accounting hedge. For natural gas derivative instruments designated as accounting hedges, the company formally documents: • all relationships between hedging instruments and hedged items; • its risk management objective and strategy for undertaking the hedge transaction; and • the linkage of derivatives to specific assets and liabilities or to specific firm commitments or forecast transactions. The company also assesses whether the natural gas derivatives used in hedging transactions are expected to be or were highly effective, both at the hedge’s inception and on an ongoing basis, in offsetting changes in fair values of hedged items. Hedge effectiveness related to the company’s natural gas hedges is assessed on a prospective and retrospective basis using regression analyses. A hedging relationship is terminated if: • the hedge ceases to be effective; • the underlying asset or liability being hedged is derecognized; or • the derivative instrument is no longer designated as a hedging instrument. In such instances, the difference between the fair value and the accrued value of the hedging derivatives upon termination is deferred and recognized in net income on the same basis that gains, losses, revenue and expenses of the previously hedged item are recognized. If a cash flow hedging relationship is terminated because it is no longer probable that the anticipated transaction will occur, then the net gain or loss accumulated in OCI is recognized in current period net income.	Uncertainties, estimates and use of judgment include the assessment of contracts as derivative instruments and for embedded derivatives, application of hedge accounting and valuation of derivatives at fair value (discussed further in Note 29). For derivatives or embedded derivatives, the most significant area of judgment is whether the contract can be settled net, one of the criteria in determining whether a contract for a non-financial asset is considered a derivative and accounted for as such. Judgment is also applied in determining whether an embedded derivative is closely related to the host contract, in which case bifurcation and separate accounting are not necessary. The process to test effectiveness and meet stringent documentation standards requires the application of judgment and estimation.
1 Can be settled net in cash or another financial instrument, or by exchanging financial instruments, as if the contracts were financial instruments (except contracts that were entered into and continue to be held for the purpose of the receipt or delivery of a non-financial item in accordance with expected purchase, sale or usage requirements).

Supporting Information

Significant recent derivatives included the following:

• natural gas swap agreements to manage the cost of natural gas, generally designated as cash flow hedges of anticipated transactions; and

• foreign currency forward contracts for the primary purpose of limiting exposure to exchange rate fluctuations relating to expenditures denominated in currencies other than the US dollar, not designated as hedging instruments for accounting purposes.

Derivatives as at December 31 were comprised of:

	2017									2016
	Assets			Liabilities			Net			Assets			Liabilities			Net
Natural gas derivatives – designated cash flow hedges	$	–		$	35		$	(35	)	$	–		$	44		$	(44	)
Natural gas derivatives		9			29			(20	)		6			53			(47	)
Foreign currency derivatives		1			–			1			–			–			–
Total		10			64			(54	)		6			97			(91	)
Less current portion		(7	)		(29	)		22			(1	)		(41	)		40
Long-term portion	$	3		$	35		$	(32	)	$	5		$	56		$	(51)

As at December 31, 2017, the company’s net exposure to natural gas derivatives in the form of swaps was a notional amount of 27 million MMBtu with maturities in 2018 through 2022 (2016 – 46 million).

For the year ended December 31, 2017, (losses) gains before taxes of $(14) were recognized in OCI (2016 – $11, 2015 – $(83)). For the year ended December 31, 2017, losses before taxes of $54 (2016 – $78, 2015 – $84) were reclassified from accumulated other comprehensive income (“AOCI”) and recognized in cost of goods sold excluding ineffectiveness, which changed these losses by $1 (2016 – $2, 2015 – $NIL). Of the losses before taxes in AOCI at December 31, 2017, approximately $25 (2016 – $44, 2015 – $79) will be reclassified to cost of goods sold within the next 12 months.

As at December 31, 2017, the company had entered into foreign currency forward contracts to sell US dollars and receive Canadian dollars in the notional amount of $39 (2016 – $21) at an average exchange rate of 1.2754 (2016 – 1.3490) per US dollar with maturities in 2018 (2016 – maturities in 2017).

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Provisions for Asset Retirement, Environmental and Other Obligations

12 Months Ended

Dec. 31, 2017

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Provisions for Asset Retirement, Environmental and Other Obligations

Note 18 Provisions for Asset Retirement, Environmental

and Other Obligations

A provision is an estimated liability with uncertainty over the timing or amount that will be paid. The most significant asset retirement and environmental restoration provisions relate to costs to restore potash and phosphate sites to their original, or another specified, condition.

Accounting Policies	Accounting Estimates and Judgments
Provisions are recognized when: • there is a present legal or constructive obligation as a result of past events; • it is probable an outflow of resources will be required to settle the obligation; and • the amount has been reliably estimated. Provisions are not recognized for costs that need to be incurred to operate in the future or expected future operating losses. The company recognizes provisions for termination benefits at the earlier of when it can no longer withdraw the offer of the termination benefits and when it recognizes any related restructuring costs. Provisions are measured at the present value of the cash flow 1 expected to be required to settle the obligation.	Estimates for provisions take into account: • most provisions will not be settled for a number of years; • environmental laws and regulations and interpretations by regulatory authorities could change or circumstances affecting the company’s operations could change, either of which could result in significant changes to current plans; and • the nature, extent and timing of current and proposed reclamation and closure techniques in view of present environmental laws and regulations.
1 Using a pre-tax risk-free discount rate that reflects current market assessments of the time value of money and the risks specific to the timing and jurisdiction of the obligation.

Accounting Policies continued
Environmental costs related to current operations are:
	Capitalized as an asset, if	Expensed, if	Recorded as a provision, when
	• property life is extended; • capacity is increased; • contamination from future operations is mitigated or prevented; or • related to legal or constructive asset retirement obligations.	• related to existing conditions caused by past operations; and • they do not contribute to current or future revenue generation.	• environmental remedial efforts are likely; and • the costs can be reasonably estimated. The company uses the most current information available, including similar past experiences, available technology, regulations in effect, the timing of remediation, and cost-sharing arrangements.
The company recognizes provisions for decommissioning obligations (also known as asset retirement obligations) primarily related to mining and mineral activities. The major categories of asset retirement obligations are: • reclamation and restoration costs at its potash and phosphate mining operations, including management of materials generated by mining and mineral processing, such as various mine tailings and gypsum; • land reclamation and revegetation programs; • decommissioning of underground and surface operating facilities; • general cleanup activities aimed at returning the areas to an environmentally acceptable condition; and • post-closure care and maintenance. The present value of a liability for a decommissioning obligation is recognized in the period in which it is incurred if a reasonable estimate can be made. The associated costs are: • capitalized as part of the carrying amount of any related long-lived asset and then amortized over its estimated remaining useful life; • recorded as inventory; or • expensed in the period. The best estimate of the amount required to settle the obligation is reviewed at the end of each reporting period and updated to reflect changes in the discount and foreign exchange rates and the amount or timing of the underlying cash flows. When there is a change in the best estimate, an adjustment is recorded against the carrying amount of the provision and any related asset, and the effect is then recognized in net income over the remaining life of the asset. The increase in the provision due to the passage of time is recognized as a finance cost. A gain or loss may be incurred upon settlement of the liability.

Accounting Estimates and Judgments continued

It is reasonably possible that the ultimate costs could change in the future and that changes to these estimates could have a material effect on the company’s consolidated financial statements.

Estimates for asset retirement obligation costs depend on the development of environmentally acceptable closure and post-closure plans. In some cases, this may require significant research and development to identify preferred methods for such plans that are economically sound and that, in most cases, may not be implemented for several decades. The company uses appropriate technical resources, including outside consultants, to develop specific site closure and post-closure plans in accordance with the requirements of the various jurisdictions in which it operates. Other than certain land reclamation programs, settlement of the obligations is typically correlated with mine life estimates.

The risk-free rate and expected cash flow payments for asset retirement obligations at December 31 were as follows:

2017	Risk-Free Rate	Cash Flow Payments 1
Phosphate	2.16%-2.74%	1-85 years
Potash	5%	40-360 years

2016
Phosphate	1.86%-3.06%	1-85 years
Potash	5%	50-340 years

¹ Timeframe in which payments are expected to principally occur from December 31, with the majority of phosphate payments taking place over the next 35 years. Changes in years can result from changes to the mine life and/or changes in the rate in tailing volumes.

Employee termination activities are complex processes that can take months to complete and involve making and reassessing estimates.

Sensitivity of asset retirement obligations to changes in the discount rate and inflation rate on the recorded liability as at December 31, 2017 is as follows:

	Undiscounted Cash Flows			Discounted Cash Flows		Discount Rate				Inflation Rate
						+0.5%		-0.5%		+0.5%		-0.5%
Potash obligation 1		$    1,017	2	$	114		$    (25)	$	37	$	39		$    (27)
Nitrogen obligation		62			3		(1)		1		1		(1)
Phosphate obligation		954			608		(36)		42		43		(37)

¹ Stated in millions of Canadian dollars.

² Represents total undiscounted cash flows in the first year of decommissioning. Excludes subsequent years of tailings dissolution, fine tails capping, tailings management area reclamation, post reclamation activities and monitoring, and final decommissioning, which are estimated to take an additional 92-292 years.

Supporting Information

Following is a reconciliation of asset retirement, environmental restoration and other obligations:

	Asset Retirement Obligations			Environmental Restoration Obligations			Subtotal			Other Obligations			Total
Balance – December 31, 2016	$	678		$	23		$	701		$	3		$	704
Charged to income
New obligations		3			2			5			–			5
Change in discount rate		1			–			1			–			1
Change in other estimates		15			(2	)		13			–			13
Unwinding of discount		17			–			17			–			17
Capitalized to property, plant and equipment
Change in discount rate		11			–			11			–			11
Change in other estimates		4			–			4			–			4
Settled during period		(33	)		(2	)		(35	)		–			(35	)
Exchange differences		6			–			6			–			6
Balance – December 31, 2017	$	702		$	21		$	723		$	3		$	726
Balance as at December 31, 2017 comprised of:
Current liabilities
Payables and accrued charges (Note 16)	$	67		$	5		$	72		$	3		$	75
Non-current liabilities
Asset retirement obligations and accrued environmental costs		635			16			651			–			651
Balance – December 31, 2015	$	637		$	22		$	659		$	6		$	665
Charged to income
New obligations		3			3			6			1			7
Change in discount rate		9			–			9			–			9
Change in other estimates		42			–			42			–			42
Unwinding of discount		14			–			14			–			14
Capitalized to property, plant and equipment
Change in discount rate		11			–			11			–			11
Change in other estimates		1			–			1			–			1
Settled during period		(40	)		(2	)		(42	)		(4	)		(46	)
Exchange differences		1			–			1			–			1
Balance – December 31, 2016	$	678		$	23		$	701		$	3		$	704
Balance as at December 31, 2016 comprised of:
Current liabilities
Payables and accrued charges (Note 16)	$	51		$	7		$	58		$	3		$	61
Non-current liabilities
Asset retirement obligations and accrued environmental costs		627			16			643			–			643

Environmental Operating and Capital Expenditures

The company’s operations are subject to numerous environmental requirements under federal, provincial, state and local laws and regulations of Canada, the US, and Trinidad and Tobago. These laws and regulations govern matters such as air emissions, wastewater discharges, land use and reclamation, and solid and hazardous waste management. Many of these laws, regulations and permit requirements are becoming increasingly stringent, and the cost of compliance can be expected to rise over time. The company’s operating expenses, other than costs associated with asset retirement obligations, relating to compliance with environmental laws and regulations governing ongoing operations for 2017 were $99 (2016 – $95, 2015 – $111).

The company routinely undertakes environmental capital projects. In 2017, capital expenditures of $81 (2016 – $82, 2015 – $164) were incurred to meet pollution prevention and control as well as other environmental objectives.

Other Environmental Obligations

Other environmental obligations generally relate to regulatory compliance, environmental management practices associated with ongoing operations other than mining, site assessment and remediation of environmental contamination related to the activities of the company and its predecessors, including waste disposal practices and ownership and operation of real property and facilities.

Other Obligations

Other obligations are comprised of provisions for community investment.

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Investments

12 Months Ended

Dec. 31, 2017

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Investments

Note 19 Investments

PotashCorp holds interests in associates and joint ventures, the most significant being Canpotex. The company’s most significant investment accounted for as available-for-sale is Sinofert. The company’s significant investments in SQM, APC and ICL were classified as held for sale at December 31, 2017.

Investments Held for Sale and Discontinued Operations

Accounting Policies

Accounting Estimates and Judgments

The company classifies assets and liabilities as held for sale if it is highly probable that the carrying value will be recovered through a sale transaction within one year rather than through continuing use. The company’s significant policies include: • cessation of equity accounting for associates and joint ventures at the date the investments were classified as held for sale; • measurement of assets at the lower of carrying amount and fair value less costs to sell, with the exception of financial assets (including investments classified as available-for-sale); • recognition of impairment losses on the statement of operations for equity-accounted investees when fair value less costs to sell is below the carrying amount; • reversal of impairment losses for equity-accounted investees if the recoverable amount subsequently exceeds the carrying amount; • unrealized gains and losses on remeasurement of available-for-sale investments are recorded, net of related income taxes, to OCI; • dividends received are recorded on the statement of operations; and • discontinued operations represent a component of the company’s business that either has been disposed of, or is classified as held for sale, and represents a separate major line of business or geographic area of operations or is a part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations.

Estimation is used to determine fair value less cost to sell. Judgment is used in determining if objective evidence of impairment exists, and if so, the amount of impairment. Judgment is used to assess highly probable and the date when equity accounting ceases. Judgment is also used in determining if the discontinued operations are a component of the company.

The company’s investments in SQM at December 1, 2017, and ICL and APC at December 31, 2017, were classified as held for sale and as discontinued operations, due to regulatory requirements to dispose of these investments, as discussed in Note 32. Share of earnings, dividend income and income tax recovery (expense) pertaining to these investments were reclassified from operating income and income tax recovery (expense) to net income from discontinued operations on the consolidated statements of income. The company is actively seeking buyers for its investments in SQM and APC and expects to complete the sales in 2018. On January 24, 2018, the company completed the sale of its equity interests in ICL through a private secondary offering for net proceeds of $685, resulting in a loss on disposal of $19, net of income taxes of $NIL.

Supporting Information

Assets and liabilities held for sale as at December 31 were comprised of:

	2017		2016
Assets
Equity-accounted investees 1	$	1,146	$	–
Available-for-sale investment 2		708		–
Current tax asset		4		–
Assets held for sale	$	1,858	$	–

Liabilities
Deferred income tax liabilities	$	36	$	–

¹ SQM and APC.

² ICL.

Net income from discontinued operations was comprised of:

	2017			2016		2015
Share of earnings of equity-accounted investees	$	151		$	92	$	112
Dividend income		24			31		48
Income tax (expense) recovery		(2	)		1		(5	)
Net income from discontinued operations	$	173		$	124	$	155

	2017		2016		2015
Net income per share from discontinued operations
Basic	$	0.21	$	0.15	$	0.18
Diluted	$	0.21	$	0.14	$	0.18

Cash flows from discontinued operations were comprised of:

	2017		2016		2015
Dividends from discontinued operations 1	$	176	$	195	$	127

¹ Dividends from discontinued operations are classified as cash provided by operating activities.

Assets held for sale as at December 31 were comprised of:

	Principal Activity		Principal Place of Business and Incorporation		Proportion of Ownership Interest and Voting Rights Held					Quoted Fair Value 1				Carrying Amount
Name					2017			2016 2		2017		2016 2		2017		2016 2
SQM		Chemicals & Mining		Chile		32%	3		–	$	4,645	$	–	$	784	$	–
APC		Mining		Jordan		28%			–		543		–		362		–
ICL		Fertilizer & Specialty Chemicals		Israel		14%			–		708		–		708		–
														$	1,854	$	–

¹ The quoted market value (fair value) was based on unadjusted quoted prices in active markets (Level 1).

² Investments in SQM, APC and ICL were classified as held for sale in 2017.

³ Due to provisions in SQM’s bylaws, the company holds proportional voting rights of 28 percent.

Investments in Equity-Accounted Investees

Accounting Policies

Accounting Estimates and Judgments

Investments in which the company exercises significant influence (but does not control) are accounted for using the equity method. Significant influence is the power to participate in the financial and operating policy decisions of the investee. Such investees that are not jointly controlled are referred to as associates. All investees the company jointly controls are classified and accounted for as joint ventures, which are also accounted for using the equity method. These associates and joint ventures follow similar accounting principles and policies to PotashCorp. The company’s significant policies include: • its proportionate share of any net income or losses from investees, and any gain or loss on disposal, are recorded in net income; • its proportionate share of post-acquisition movements in OCI is recognized in the company’s OCI; • the cumulative post-acquisition movements in net income and OCI are adjusted against the carrying amount of the investment; dividends received reduce the carrying amount of the company’s investment; • an impairment test is performed when there is objective evidence of impairment, such as significant adverse changes in the environment in which the equity-accounted investee operates or a significant or prolonged decline in the fair value of the investment below its carrying amount. An impairment loss is recorded when the recoverable amount1 becomes lower than the carrying amount; and • impairment losses are reversed if the recoverable amount subsequently exceeds the carrying amount. 1 The higher of value in use and fair value less costs to sell.

Judgment is necessary in determining when significant influence (power to participate in the financial and operating policy decisions of the investee but not control or joint control over those policies) exists. Judgment is also used in determining if objective evidence of impairment exists, and if so, the amount of impairment.

Supporting Information

Equity-accounted investees as at December 31 were comprised of:

Name	Principal Activity		Principal Place of Business and Incorporation		Proportion of Ownership Interest and Voting Rights Held						Quoted Fair Value 1						Carrying Amount
					2017			2016			2017			2016			2017		2016
SQM 2		Chemicals & Mining		Chile		–			32%	3	$	–		$	2,228		$	–	$	781
APC 2		Mining		Jordan		–			28%			–			618			–		362
Canpotex		Marketing & Logistics		Canada		33%	4		33%			n/a	5		n/a	5		–		–
Other associates and joint ventures																		30		30
Total equity-accounted investees																	$	30	$	1,173

¹ The quoted market value (fair value) was based on unadjusted quoted prices in active markets (Level 1).

² Investments in SQM and APC were classified as held for sale at December 31, 2017.

³ Due to provisions in SQM’s bylaws, the company holds proportional voting rights of 28 percent.

⁴ Upon closing of the Merger on January 1, 2018 as described in Note 32, Nutrien’s interest in Canpotex is 50% and the classification of the investment changed from an associate to a joint venture. The equity method is required for both associates and joint ventures, therefore, there is no change in the accounting for Canpotex.

⁵ Canpotex is a private company and there is no quoted market price available for the shares.

Aggregated financial information of the company’s proportionate interest in equity-accounted investees for the year ended December 31 was as follows:

	Associates						Joint Ventures
	2017		2016 1		2015 1		2017		2016		2015
Income from continuing operations and net income	$	–	$	–	$	–	$	9	$	6	$	8
Other comprehensive income		–		–		–		–		–		–
Total comprehensive income		–		–		–		9		6		8

¹ Certain amounts have been reclassified as a result of investments in SQM and APC being classified as discontinued operations in 2017.

Additional aggregated financial information of all the company’s equity-accounted investees, including the discontinued operations of SQM and APC, are set out below. The financial information represents an aggregation of full amounts shown in each associate’s and joint venture’s financial statements prepared in accordance with IFRS as at and for the year ended December 31, as applicable.

	2017		2016
Current assets	$	3,581	$	3,762
Non-current assets		2,869		2,885
Current liabilities		1,235		1,292
Non-current liabilities		1,751		1,730
Non-controlling interest		60		61

	2017		2016		2015
Sales	$	5,509	$	4,739	$	5,892
Gross profit		992		811		900
Income from continuing operations and net income		573		382		419

Dividends received from equity-accounted investments in 2017 were $6 (2016 – $6, 2015 – $7). Dividends received from SQM and APC are included in dividends from discontinued operations on Page 91.

Available-for-Sale Investments

Accounting Policies

Accounting Estimates and Judgments

The fair value of investments designated as available-for-sale is recorded in the consolidated statements of financial position, with unrealized gains and losses, net of related income taxes, recorded in AOCI. The company’s significant policies include: • the cost of investments sold is based on the weighted average method; • realized gains and losses on these investments are removed from AOCI and recorded in net income; and • the company assesses at the end of each reporting period whether there is objective evidence of impairment. A significant or prolonged decline in the fair value of the investment below its cost would be evidence that the asset is impaired. If objective evidence of impairment exists, the impaired amount (i.e., the unrealized loss) is recognized in net income; any subsequent reversals of a previous impairment would be recognized in OCI and not net income. Any subsequent decline in the fair value below the carrying amount at the impairment date would represent a further impairment to be recognized in net income. See Note 29 for a description of how the company determines fair value for its investments.

The company’s 22 percent ownership of Sinofert does not constitute significant influence and its investment is therefore accounted for as available-for-sale. The determination of when an investment is impaired, and if so, the amount of impairment, requires judgment. In making this judgment, the company evaluates, among other factors, the duration and extent to which the fair value of the investment is less than its cost at each reporting period-end.

Supporting Information

Available-for-sale investments as at December 31 were as follows:

	Principal Activity		Principal Place of Business and Incorporation		Proportion of Ownership Interest and Voting Rights Held				Fair Value and Carrying Amount
Name					2017		2016		2017		2016
ICL 1		Fertilizer & Specialty Chemicals		Israel		–		14%	$	–	$	725
Sinofert		Fertilizer Supplier & Distributor		China/Bermuda		22%		22%		258		212
Other										4		3
									$	262	$	940

¹ Investment in ICL was classified as held for sale in 2017.

As at December 31, 2017, the net unrealized loss on these investments was $320 (2016 – $346).

During 2012, the company concluded its investment in Sinofert was impaired due to the significance by which fair value was below cost. During 2014 and 2016, the company concluded its investment in Sinofert was further impaired due to the fair value declining below the carrying amount of $238 and $200, respectively at the previous impairment dates. As a result, impairment losses of $341, $38 and $10 were recognized in net income during 2012, 2014 and 2016, respectively. No impairment loss was recognized in income during 2017. The fair value was determined by reference to the market value of Sinofert shares on the Hong Kong Stock Exchange.

Changes in fair value, and related accounting, for the company’s investment in Sinofert since December 31, 2014 were as follows:

							Impact of Unrealized Loss on:
	Fair Value			Unrealized (Loss) Gain			OCI and AOCI			Net Income and Retained Earnings
Balance – December 31, 2014	$	252		$	(327	)	$	52		$	(379	)
Increase in fair value during the year		14			14			14			–
Balance – December 31, 2015	$	266		$	(313	)	$	66		$	(379	)
Decrease in fair value and recognition of impairment	$	(76	)	$	(76	)	$	(66	)	$	(10	)
Increase in fair value subsequent to recognition of impairment		22			22			22			–
Balance – December 31, 2016	$	212		$	(367	)	$	22		$	(389	)
Increase in fair value during the year		46			46			46			–
Balance – December 31, 2017	$	258		$	(321	)	$	68		$	(389	)

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Short-Term Debt

12 Months Ended

Dec. 31, 2017

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Short-Term Debt

Note 20 Short-Term Debt

The company uses its $2.5 billion commercial paper program for its short-term cash requirements. The commercial paper program is backstopped by a long-term credit facility.

Short-term debt as at December 31 was comprised of:

	2017		2016
Commercial paper	$	730	$	389

The amount available under the commercial paper program is limited to the availability of backup funds under the credit facility. As at December 31, 2017, the company was authorized to issue commercial paper up to $2,500 (2016 – $2,500).

The company has a $75 unsecured line of credit available for short-term financing. Net of letters of credit of $NIL and direct borrowings of $4, $71 was available as at December 31, 2017 (2016 – $75). The line of credit is available through August 2018 (2016 – August 2017).

The line of credit is subject to financial tests and other covenants. Principal covenants and events of default are as follows: a debt-to-capital ratio of less than or equal to 0.65:1, net book value of disposed assets not to exceed 25 percent of the prior year-end’s total assets, debt of subsidiaries not to exceed $1,000 and a $300 permitted lien basket. The line of credit is subject to other customary covenants and events of default, including an event of default for non-payment of other debt in excess of the greater of $100 or 2 percent of shareholders’ equity. Non-compliance with such covenants could result in accelerated payment of amounts due under the line of credit, and its termination. The company was in compliance with the covenants described above as at December 31, 2017.

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Long-Term Debt

12 Months Ended

Dec. 31, 2017

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Long-Term Debt

Note 21 Long-Term Debt

The company’s sources of borrowing for funding and liquidity purposes are primarily senior notes and a long-term credit facility that provides for unsecured borrowings and backstops its commercial paper program.

Accounting Policy

Issue costs of long-term debt obligations are capitalized to long-term obligations and are amortized to expense over the term of the related liability using the effective interest method.

Supporting Information

Long-term debt as at December 31 was comprised of:

	Rate of Interest		Maturity		2017			2016
Senior notes 1
Notes issued 2010		3.250%		December 1, 2017	$	–		$	500
Notes issued 2009		6.500%		May 15, 2019		500			500
Notes issued 2009		4.875%		March 30, 2020		500			500
Notes issued 2014		3.625%		March 15, 2024		750			750
Notes issued 2015		3.000%		April 1, 2025		500			500
Notes issued 2016		4.000%		December 15, 2026		500			500
Notes issued 2006		5.875%		December 1, 2036		500			500
Notes issued 2010		5.625%		December 1, 2040		500			500
						3,750			4,250
Less net unamortized debt issue costs						(43	)		(48	)
						3,707			4,202
Less current maturities						–			(500	)
Add current portion of amortization						4			5
					$	3,711		$	3,707

¹ Each series of senior notes is unsecured and has no sinking fund requirements prior to maturity. Each series is redeemable, in whole or in part, at the company’s option, at any time prior to maturity for a price equal to the greater of the principal amount of the notes to be redeemed and the present value of the remaining scheduled payments of principal and interest based on a predetermined computation of the discount rate, plus accrued and unpaid interest. The series of senior notes issued in 2014, 2015 and 2016 are redeemable, in whole or in part, at the company’s option, at any time three months before maturity for a price equal to 100 percent of the principal amount of the notes to be redeemed, plus accrued and unpaid interest. Certain downgrades in the company’s credit ratings below investment-grade, resulting from a change in control, including the Merger discussed in Note 32, could trigger a change in control offer under existing debt securities, except the notes issued in 2016, and the company would be required to make an offer to purchase all, or any part, of these senior notes at 101 percent of the principal amount of the notes to be repurchased, plus accrued and unpaid interest.

The company has a long-term revolving credit facility that provides for unsecured borrowings and also backstops its commercial paper program. The availability of borrowings is reduced by the amount of commercial paper outstanding. Details of the company’s credit facilities were as follows:

	2017		2016
Facility as at December 31		$3,250 – maturity May 31, 2021 $250 – maturity May 31, 2020		$3,250 – maturity May 31, 2021 $250 – maturity May 31, 2020
Borrowings outstanding as at December 31		$NIL		$NIL
Commercial paper outstanding, backstopped by the credit facility, as at December 31 (Note 20)		$730		$389
Amounts borrowed and repaid during the year ended December 31		$NIL		$NIL

Under the senior notes, the company is not subject to any financial test covenants, but is subject to certain customary covenants (including limitations on liens and on sale and leaseback transactions) and events of default, including an event of default for acceleration of other debt in excess of $100. Principal covenants and events of default under the credit facility are the same as those under the line of credit described in Note 20. Non-compliance with such covenants could result in accelerated payment of amounts due under the credit facility, and its termination. The back-to-back loan arrangements are not subject to any financial test covenants but are subject to certain customary covenants and events of default, including, for other long-term debt, an event of default for non-payment of other debt in excess of $25. Non-compliance with such covenants could result in accelerated payment of the related debt. The company was in compliance with all covenants as at December 31, 2017.

Long-term debt obligations as at December 31, 2017 will mature as follows ¹ :

2018	$	–
2019		500
2020		500
2021		–
2022		–
Subsequent years		2,750
	$	3,750

¹ Actual amounts and timing may differ depending on prepayments or refinancings prior to or at maturity.

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Share Capital

12 Months Ended

Dec. 31, 2017

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Share Capital

Note 22 Share Capital

Share capital represents amounts associated with issued common shares.

Authorized

The company is authorized to issue an unlimited number of common shares without par value and an unlimited number of first preferred shares. The common shares are not redeemable or convertible. The first preferred shares may be issued in one or more series with rights and conditions to be determined by the Board of Directors. No first preferred shares have been issued. Following the completion of the Merger, Nutrien indirectly owns all of the company’s outstanding common shares.

Issued

	Number of Common Shares		Consideration
Balance – December 31, 2014		830,242,574	$	1,632
Issued under option plans		4,803,560		72
Issued for dividend reinvestment plan		1,494,017		43
Balance – December 31, 2015		836,540,151		1,747
Issued under option plans		2,329,600		36
Issued for dividend reinvestment plan		920,628		15
Balance – December 31, 2016		839,790,379		1,798
Issued under option plans and share-settled plans		114,900		2
Issued for dividend reinvestment plan		317,762		6
Balance – December 31, 2017		840,223,041		1,806

Dividends Declared

Subsequent to year-end, Nutrien’s Board of Directors declared a quarterly dividend of $0.40 per share payable to shareholders on April 20, 2018. The declared dividend is payable to all shareholders of record on March 29, 2018. The total estimated dividend to be paid is $258. The payment of this dividend will not have any tax consequences for Nutrien.

Share Repurchase Program

On February 20, 2018, Nutrien’s Board of Directors approved a share repurchase program of up to five percent of Nutrien’s outstanding common shares over a one-year period through a normal course issuer bid. Purchases under the normal course issuer bid will be made through open market purchases at market price, as well as by other means as may be permitted by applicable securities regulatory authorities, including private agreements. Any purchases made by private agreement under an issuer bid exemption order issued by a securities regulatory authority will be at a discount to the prevailing market price as provided in any exemption order. Purchases of common shares may commence on or about February 23, 2018 and will expire on the earlier of February 22, 2019, the date on which the company has acquired the maximum number of common shares allowable or otherwise decides not to make any further repurchases.

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Capital Management

12 Months Ended

Dec. 31, 2017

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Capital Management

Note 23 Capital Management

The company’s capital management objective is to have the financial flexibility to support existing assets and invest in value-creation opportunities at an acceptable level of risk. To optimize the cost of and access to capital, the company desires to maintain an investment-grade credit rating. Weighted average cost of capital, cash flow return on investments, debt ratios and equity levels are regularly reviewed for their impact on financial flexibility.

The company monitors its capital structure and, based on changes in economic conditions, may adjust the structure by adjusting the amount of dividends paid to shareholders, repurchasing shares, issuing new shares, issuing new debt or retiring existing debt.

The company uses a combination of short-term and long-term debt to finance its operations. It typically pays floating rates of interest on short-term debt and credit facilities, and fixed rates on senior notes.

Net debt and adjusted shareholders’ equity are included as components of the company’s capital structure. The calculation of net debt, adjusted shareholders’ equity and adjusted capital is set out in the following table:

	2017			2016
Short-term debt obligations	$	730		$	389
Current portion of long-term debt obligations		–			500
Long-term debt obligations		3,750			3,750
Net unamortized debt issue costs		(39	) 1		(48	)
Total debt		4,441			4,591
Cash and cash equivalents		(116	)		(32	)
Net debt		4,325			4,559
Total shareholders’ equity		8,303			8,199
Accumulated other comprehensive (income) loss		(25	)		25
Adjusted shareholders’ equity		8,278			8,224
Adjusted capital 2	$	12,603		$	12,783

¹ Comprised of net unamortized debt issue costs less current portion of amortization included in prepaid expenses and other current assets.

² Adjusted capital = (total debt – cash and cash equivalents) + (total shareholders’ equity – accumulated other comprehensive (income) loss).

The company monitors capital on the basis of a number of factors, including the ratios of: net debt to net income from continuing operations before finance costs, income taxes, depreciation and amortization, exit costs, termination benefit costs, certain impairment charges and Transaction costs (“adjusted EBITDA”); adjusted EBITDA to finance costs before unwinding of discount on asset retirement obligations, borrowing costs capitalized to property, plant and equipment and interest on net defined benefit pension and other post-retirement plan obligations (“adjusted finance costs”); net debt to adjusted capital; and fixed-rate debt obligations as a percentage of total debt obligations.

	2017		2016 5
Components of ratios
Adjusted EBITDA	$	1,290	$	1,294
Net debt	$	4,325	$	4,559
Adjusted finance costs	$	213	$	194
Adjusted capital	$	12,603	$	12,783
Ratios
Net debt to adjusted EBITDA 1		3.35		3.52
Adjusted EBITDA to adjusted finance costs 2		6.06		6.67
Net debt to adjusted capital 3		34.3%		35.7%
Fixed-rate debt obligations as a percentage of total debt obligations 4		83.7%		91.6%

¹  Net debt to adjusted EBITDA = (total debt – cash and cash equivalents) / adjusted EBITDA.

² Adjusted EBITDA to adjusted finance costs = adjusted EBITDA / adjusted finance costs.

³ Net debt to adjusted capital = (total debt – cash and cash equivalents) / (total debt – cash and cash equivalents + total shareholders’ equity – accumulated other comprehensive income (loss)).

⁴ Fixed-rate debt obligations as a percentage of total debt obligations is determined by dividing fixed-rate debt obligations by total debt obligations.

⁵ Figures recalculated due to adjustments described in the table on page 99.

Nutrien’s capital allocation policy is expected to be a balance between return of capital to shareholders and growth of the business, while maintaining a strong investment-grade credit rating. While Nutrien continues to develop its capital management policies, initial plans are to pay a stable and growing dividend with a target payout that may represent 40 to 60 percent of free cash flow through the agricultural cycle.

	2017			2016 1
Net income from continuing operations	$	154		$	199
Finance costs		238			216
Income taxes		(183	)		44
Depreciation and amortization		692			695
Share of Canpotex’s Prince Rupert project exit costs		–			33
Termination benefit costs		–			32
Impairment charges		305			57
Transaction costs		84			18
Adjusted EBITDA	$	1,290		$	1,294

¹ $92 of dividend income, $31 of share of earnings of equity-accounted investees and $1 of income tax recovery have been reclassified as a result of investments in SQM, APC and ICL being classified as discontinued operations in 2017.

	2017			2016
Finance costs	$	238		$	216
Unwinding of discount on asset retirement obligations		(17	)		(14	)
Borrowing costs capitalized to property, plant and equipment		11			11
Interest on net defined benefit pension and other post-retirement plan obligations		(19	)		(19	)
Adjusted finance costs	$	213		$	194

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Commitments

12 Months Ended

Dec. 31, 2017

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Commitments

Note 24 Commitments

A commitment is an agreement that is enforceable and legally binding to make a payment in the future for the purchase of goods or services. These amounts are not recorded in the consolidated statements of financial position since the company has not yet received the goods or services from the supplier. The amounts below are what the company is committed to pay based on current expected contract prices.

Accounting Policies

Accounting Estimates and Judgments

Leases entered into are classified as either finance or operating leases. Leases that transfer substantially all of the risks and rewards of ownership of property to the company are accounted for as finance leases. They are capitalized at the commencement of the lease at the lower of the fair value of the leased property and the present value of the minimum lease payments. Property acquired under a finance lease is depreciated over the shorter of the period of expected use on the same basis as other similar property, plant and equipment and the lease term. Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Rental payments under operating leases are expensed in net income on a straight-line basis over the period of the lease.

The company is party to various leases, including leases for railcars and vessels. Judgment is required in considering a number of factors to ensure that leases to which the company is party are classified appropriately as operating or financing. Such factors include whether the lease term is for the major part of the asset’s economic life and whether the present value of minimum lease payments amounts to substantially all of the fair value of the leased asset. Substantially all of the leases to which the company is party have been classified as operating leases.

Supporting Information

Lease Commitments

The company has various long-term operating lease agreements for land, buildings, port facilities, equipment, ocean-going transportation vessels and railcars, the latest of which expires in 2038. The majority of lease agreements are renewable at the end of the lease period at market rates. Rental expenses for operating leases for the year ended December 31, 2017 were $87 (2016 – $80, 2015 – $90).

Purchase Commitments

The company has entered into long-term natural gas contracts with the National Gas Company of Trinidad and Tobago Limited, the latest of which expires in 2018. The contracts provide for prices that vary primarily with ammonia market prices, escalating floor prices and minimum purchase quantities. The commitments included in the adjacent table are based on floor prices and minimum purchase quantities. The company is in ongoing negotiations with the National Gas Company of Trinidad and Tobago Limited for the renewal of the natural gas contracts. Contract negotiations are expected to be complete by the end of 2018. Included in the following table are natural gas contracts of $94 for 2018.

Agreements for the purchase of sulfur for use in the production of phosphoric acid provide for specified purchase quantities, and prices are based on market rates at the time of delivery. The commitments included in the following table are based on expected contract prices.

Capital Commitments

The company has various long-term contractual commitments related to the acquisition of property, plant and equipment, the latest of which expires in 2022. The commitments included in the following table are based on expected contract prices.

Other Commitments

Other commitments consist principally of pipeline capacity, throughput and various rail and vessel freight contracts, the latest of which expires in 2026, and mineral lease commitments, the latest of which expires in 2038.

Minimum future commitments, excluding any matters that may be impacted as a result of the completion of the Merger, under these contractual arrangements were as follows at December 31, 2017:

	Operating Leases		Purchase Commitments		Capital Commitments		Other Commitments		Total
Within 1 year	$	85	$	303	$	18	$	44	$	450
1 to 3 years		129		–		13		49		191
3 to 5 years		105		–		10		42		157
Over 5 years		182		–		–		24		206
Total	$	501	$	303	$	41	$	159	$	1,004

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Guarantees

12 Months Ended

Dec. 31, 2017

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Guarantees

Note 25 Guarantees

General guarantees are not recognized in the consolidated statements of financial position but are disclosed.

Accounting Policies

General guarantees are not recognized in the consolidated statements of financial position but are disclosed and include:

• contracts or indemnifications that contingently require the guarantor to make payments based on changes in an underlying;

• contracts that contingently require payments to a guaranteed party based on another entity’s failure to perform under an agreement; and

• an indirect guarantee of the indebtedness of another party.

A financial guarantee contract requires the issuer to make payments to reimburse the holder for a loss it incurs because a debtor fails to make payment when due. A financial guarantee contract is recognized as a financial instrument in the consolidated statements of financial position when the company becomes party to the contract.

Supporting Information

The company provides indemnifications, which are often standard contractual terms, to counterparties in transactions such as purchase and sale contracts, service agreements, director/officer contracts and leasing transactions. Indemnification agreements:

• may require the company to compensate counterparties for costs incurred as a result of various events, including environmental liabilities and changes in (or in the interpretation of) laws and regulations, or as a result of litigation claims or statutory sanctions that may be suffered by a counterparty as a consequence of the transaction;

• will vary based upon the contract, the nature of which prevents the company from making a reasonable estimate of the maximum potential amount that it could be required to pay to counterparties; and

• have not historically required the company to make any significant payments and no amounts have been accrued in the accompanying consolidated financial statements (except for accruals relating to the underlying potential liabilities).

Various debt obligations (such as overdrafts, lines of credit with counterparties for derivatives and back-to-back loan arrangements) and other commitments (such as railcar leases) related to certain subsidiaries and investees have been directly guaranteed by the company under certain agreements with third parties. It would be required to perform on these guarantees in the event of default by the guaranteed parties. No material loss is anticipated by reason of such agreements and guarantees.

As at December 31, 2017, the maximum potential amount of future (undiscounted) payments under significant guarantees provided to third parties approximated $534. It is unlikely these guarantees will be drawn upon and, since the maximum potential amount of future payments does not consider the possibility of recovery under recourse or collateral provisions, this amount is not indicative of future cash requirements or the company’s expected losses from these arrangements. Upon closing of the Merger, as described in Note 32, Nutrien’s portion of the Canpotex allocation was 63.82 percent.

As at December 31, 2017, no subsidiary balances subject to guarantees were outstanding in connection with the company’s cash management facilities, and it had no liabilities recorded for other guarantee obligations.

The company has guaranteed the gypsum stack capping, closure and post-closure obligations of PCS Phosphate in White Springs, Florida and PCS Nitrogen in Geismar, Louisiana, respectively, pursuant to the financial assurance regulatory requirements in those states. In addition to the foregoing guarantees associated with US mining operations, the company has guaranteed the performance of certain remediation obligations of PCS Joint Venture at the Lakeland, Florida and Moultrie, Georgia sites.

The environmental regulations of the Province of Saskatchewan require each potash mine to have decommissioning and reclamation plans, and financial assurances for these plans, approved by the responsible provincial minister. The next scheduled review of the decommissioning and reclamation plans is to be completed by June 30, 2021. With respect to the financial assurances for these plans, the Minister of the Environment for Saskatchewan (“MOE”) approved the increase of the previously established CDN $3 trust fund to CDN $25 to be funded by the company in equal annual payments from 2014 through 2021. As at December 31, 2017, the total balance in the trust fund was CDN $15.

The company has met its financial assurance responsibilities as at December 31, 2017. Costs associated with the retirement of long-lived tangible assets have been accrued in the accompanying consolidated financial statements to the extent that a legal or constructive liability to retire such assets exists.

During the period, the company entered into various other commercial letters of credit in the normal course of operations. As at December 31, 2017, $43 of letters of credit were outstanding.

The company expects that it will be able to satisfy all applicable credit support requirements without disrupting normal business operations.

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Pension and Other Post-Retirement Benefits

12 Months Ended

Dec. 31, 2017

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Pension and Other Post-Retirement Benefits

Note 26 Pension and Other Post-Retirement Benefits

The company offers pension and other post-retirement benefits to qualified employees: defined benefit pension plans; defined contribution pension plans; and health, disability, dental and life insurance (referred to as other defined benefit) plans. Substantially all employees participate in at least one of these plans.

Defined Benefit Plans

Accounting Policies	Accounting Estimates and Judgments
For employee retirement and other defined benefit plans: • accrued liabilities are recorded net of plan assets; • costs 1 are actuarially determined on a regular basis using the projected unit credit method; • net interest is based on the discount rate used to measure plan obligations or assets at the beginning of the annual period;	Estimates and judgments are required to determine discount rates, health care cost trend rates, projected salary increases, retirement age, longevity and termination rates. These assumptions are determined by management and are reviewed annually by the company’s independent actuaries.

Accounting Policies continued	Accounting Estimates and Judgments continued
• past service cost is recognized in net income at the earlier of when i) a plan amendment or curtailment occurs; or ii) related restructuring costs or termination benefits are recognized; • net interest is presented within finance costs; and • other components of costs are presented within cost of goods sold or selling and administrative expenses, as applicable. Remeasurements, recognized immediately in OCI in the period they occur, are comprised of actuarial gains and losses, return on plan assets (excluding amounts included in net interest) and the effect of the asset ceiling (if applicable). When a plan amendment occurs before a settlement, the company recognizes past service cost before any gain or loss on settlement.	The company’s discount rate assumption is impacted by: • the weighted average interest rate at which each pension and other post-retirement plan liability could be effectively settled at the measurement date; • country specific rates; and • the use of a yield curve approach.2
	2 Based on the respective plans’ demographics, expected future pension benefits and medical claims, payments are measured and discounted to determine the present value of the expected future cash flows. The cash flows are discounted using yields on high-quality AA-rated non-callable bonds with cash flows of similar timing where there is a deep market for such bonds. Where the company does not believe there is a deep market for such bonds (such as for terms in excess of 10 years in Canada), the cash flows are discounted using a yield curve derived from yields on provincial bonds rated AA or better to which a spread adjustment is added to reflect the additional risk of corporate bonds. For Trinidad plans, the cash flows are discounted using yields on local market government bonds with cash flows of similar timing. The resulting rates are used by the company to determine the final discount rate.
1 Including service costs, past service costs, gains and losses on curtailments and settlements, net interest and remeasurements.

The significant assumptions used to determine the benefit obligations and expense for the company’s significant plans were as follows:

	Pension						Other
	2017		2016		2015		2017			2016			2015
Assumptions used to determine benefit obligations as at December 31
Discount rate, %		3.65		4.25		4.35		3.65			4.40			4.45
Rate of increase in compensation levels, %		5.00		5.00		5.00		n/a			n/a			n/a
Medical cost trend rate – assumed, %		n/a		n/a		n/a		5.60-4.50	1		5.70-4.50	1		5.80-4.50	1
Medical cost trend rate – year reaches ultimate trend rate		n/a		n/a		n/a		2037			2037			2037
Mortality assumptions 2
Life expectancy at 65 for a male member currently at age 65		20.7		21.8		21.7		20.0			21.1			21.0
Life expectancy at 65 for a female member currently at age 65		22.7		24.0		23.9		22.4			23.7			23.6
Assumptions used to determine benefit expense for the year
Discount rate, %		4.25		4.35		4.00		4.40			4.45			4.00
Rate of increase in compensation levels, %		5.00		5.00		5.00		n/a			n/a			n/a
Medical cost trend rate – assumed, %		n/a		n/a		n/a		5.70-4.50	1		5.80-4.50	1		6.90-4.50	1
Medical cost trend rate – year reaches ultimate trend rate		n/a		n/a		n/a		2037			2037			2027
Mortality assumptions 2
Life expectancy at 65 for a male member currently at age 65		21.8		21.7		21.6		21.1			21.0			21.6
Life expectancy at 65 for a female member currently at age 65		24.0		23.9		23.8		23.7			23.6			23.8

¹ The company assumed a graded medical cost trend rate starting at 5.60 percent in 2017, moving to 4.50 percent by 2037 (starting at 5.70 and 5.80 percent in 2016 and 2015, respectively, moving to 4.50 percent by 2037 and 2027, respectively).

² Based on actuarial advice in accordance with the latest available published tables, adjusted where appropriate to reflect future longevity improvements for each country.

n/a = not applicable

Other variables that impacted the benefit obligations and expense for the company’s significant plans as at December 31 were as follows:

	Pension						Other
	2017		2016		2015		2017		2016		2015
Average remaining service period of active employees (years)		9.0		9.8		9.7		12.2		11.9		11.8
Average duration of the defined benefit obligations 1 (years)		15.7		15.5		15.5		19.0		19.3		19.2

¹ Weighted average length of the underlying cash flows.

Of the most significant assumptions, a change in discount rates has the greatest potential impact on the company’s pension and other post-retirement benefit plans, with sensitivity to change as follows:

			2017						2016					These sensitivities are hypothetical, should be used with caution and cannot be extrapolated because the relationship of the change in assumption to the change in amounts may not be linear. The sensitivities have been calculated independently of changes in other key variables. Changes in one factor may result in changes in another, which could amplify or reduce certain sensitivities.
	Change in Assumption	Benefit Obligations			Expense in Income Before Income Taxes			Benefit Obligations			Expense in Income Before Income Taxes
As reported		$	1,831		$	75		$	1,698		$	66
Discount rate	1.0 percentage point i		326			20			302			18
	1.0 percentage point h		(251	)		(18	)		(234	)		(17	)

Supporting Information

Description of Defined Benefit Pension Plans

The company sponsors defined benefit pension plans as follows:

	Plan Type	Contributions
United States	• Non-contributory;	• Made to meet or exceed minimum funding requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”) and associated Internal Revenue Service regulations and procedures.
	• guaranteed annual pension payments for life;
	• benefits generally depend on years of service and compensation level in the final years leading up to age 65; • benefits available starting at age 55 at a reduced rate; and
Canada		• Made to meet or exceed minimum funding requirements based on provincial statutory requirements and associated federal taxation rules.
	• plans provide for maximum pensionable salary and maximum annual benefit limits.
Trinidad	• Contributory; • guaranteed annual pension payments for life; • benefits depend on years of service, compensation level in the final years leading up to age 60 and additional voluntary contributions, if any; • benefits available with at least five years of pensionable service at age 50 at a reduced rate; and • plan provides for pensionable salary and maximum annual benefit limits.	• Made to meet or exceed minimum funding requirements based on local statutory requirements; and • any company contributions must meet or exceed any required employee contributions.
Supplemental Plans in US and Canada for Senior Management	• Non-contributory; • unfunded; and • supplementary pension benefits.	• Provided for by charges to earnings sufficient to meet the projected benefit obligations; and • payments to plans are made as plan payments to retirees occur.

The company’s defined benefit pension plans discussed above are funded with separate funds that are legally separated from the company and administered through an employee benefits or management committee in each country, which is composed of employees of the company. The employee benefits or management committee is required by law to act in the best interests of the plan participants and in the US and Canada is responsible for the governance of the plans, including setting certain policies (e.g., investment and contribution) of the funds. In Trinidad, the plan’s trustee has these responsibilities and the management committee assists the trustee to administer the plan. The current investment policy for each country’s plans does not include any asset/liability matching strategies or currency hedging strategies. Plan assets held in trusts are governed by local regulations and practice in each country, as is the nature of the relationship between the company and the trustees and their composition.

The defined benefit pension plans expose the company to broadly similar actuarial risks. The most significant risks as discussed below include: investment risk, interest rate risk, longevity risk and salary risk. These plans are not exposed to any other significant, unusual or specific risks.

Investment Risk

A deficit will be created if plan assets underperform the discount rate used in the defined benefit obligation valuation. To mitigate investment risk, the company employs:

• a total return on investment approach whereby a mix of equities and fixed income investments is used to maximize long-term return for a prudent level of risk;

• risk tolerance established through careful consideration of plan liabilities, plan funded status and corporate financial condition; and

• a diversified mix of equity and fixed income investments.

For plans in the US and Canada, equity investments are diversified across US and non-US stocks, as well as growth, value and small and large capitalization investments. US equities are also diversified across actively managed and passively invested portfolios. Other assets such as private equity and hedge funds are not used at this time. Investment risk is measured and monitored on an ongoing basis through quarterly investment portfolio reviews, annual liability measurements and periodic asset/liability studies.

The investment strategy in Trinidad is largely dictated by local investment restrictions (maximum of 50 percent in equities and 20 percent in assets originating from outside of Trinidad) and asset availability since the local equity market is small and there is little secondary market activity in debt securities.

Interest Rate Risk

A decrease in bond interest rates will increase the pension liability; however, this is generally expected to be partially offset by an increase in the return on the plan’s debt investments.

Longevity Risk

An increase in life expectancy of plan participants will increase the plan’s liability.

Salary Risk

An increase in the salary of the plan’s participants will increase the plan’s liability.

As at December 31, 2017 and 2016, the company’s Canadian and Trinidadian defined benefit pension plans were in a surplus position. The company has determined that, in accordance with the terms and conditions of the plans and statutory requirements (such as minimum funding requirements) of the respective jurisdictions, the present value of refunds or reductions in future contributions was higher than the surpluses. This determination was made on a plan-by-plan basis. Therefore, no reduction in the defined benefit asset was required as at December 31, 2017 and 2016.

During 2016, the Canadian plan had a settlement in the amount of $26 and in 2015 the US plan had a settlement in the amount of $45 as certain eligible vested plan members elected a single sum payment. There were no significant plan amendments or curtailments during 2017 or 2016.

Description of Other Post-Retirement Plans

The company provides contributory health care plans for certain eligible retired employees in the US, Canada and Trinidad. Eligibility for these benefits is generally based on a combination of age and years of service at retirement. Certain terms of the plans include:

• coordination with government-provided medical insurance in each country;

• certain unfunded cost-sharing features such as co-insurance, deductibles and co-payments – benefits subject to change;

• for the US, maximum lifetime benefits;

• at retirement, the employee’s spouse and certain dependent children may be eligible for coverage; and

• benefits are self-insured and are administered through third-party providers.

Canadian and Trinidad retirees currently pay 25 percent of the annual cost while US retirees share a larger portion of the cost, based on inflation. The company’s share of annual inflation is limited to 75 percent of the first 6 percent of total inflation for recent and future eligible retirees. Any cost increases in excess of this amount are funded by retiree contributions. The company currently funds approximately 70 percent of US retiree medical costs while the retirees are responsible for the balance.

The company provides non-contributory life insurance plans for certain US, Canadian and Trinidadian retired employees who meet specific age and service eligibility requirements. Retiree life insurance coverage is generally salary-related, which decreases over retirement years according to varying schedules. These benefits are funded through term insurance premiums with local insurance companies in each country.

The company’s other post-retirement plans expose it to similar risks as discussed above related to the defined benefit plans. These plans are not exposed to any other unusual or specific risks.

There were no significant plan amendments, settlements or curtailments during 2017 or 2016.

Financial Information

Components of defined benefit expense recognized in the consolidated statements of income

	Pension								Other								Total
	2017		2016			2015			2017		2016			2015			2017		2016			2015
Current service cost for benefits earned during the year	$	38	$	35		$	36		$	10	$	10		$	12		$	48	$	45		$	48
Net interest expense		3		3			4			16		16			15			19		19			19
Past service cost, including curtailment gains and settlements		–		(2	)		(2	)		–		(2	)		–			–		(4	)		(2	)
Foreign exchange rate changes and other		4		5			(7	)		4		1			(9	)		8		6			(16	)
Components of defined benefit expense recognized in net income	$	45	$	41		$	31		$	30	$	25		$	18		$	75	$	66		$	49

Remeasurements of the net defined benefit liability recognized in the consolidated statements of comprehensive income

	Pension									Other									Total
	2017			2016			2015			2017			2016			2015			2017			2016			2015
Actuarial loss (gain) arising from changes in financial assumptions	$	113		$	13		$	(39	)	$	27			$         (5	)	$	(46	)	$	140			$         8		$	(85	)
Actuarial (gain) loss arising from changes in demographic assumptions		(49	)		5			(15	)		(34	)		3			(13	)		(83	)		8			(28	)
(Return) loss on plan assets (excluding amounts included in net interest)		(123	)		(48	)		55			–			–			–			(123	)		(48	)		55
Components of defined benefit expense recognized in OCI 1	$	(59	)	$	(30	)	$	1		$	(7	)		$         (2	)	$	(59	)	$	(66	)		$         (32	)	$	(58	)

¹ Total net of income taxes was $(46) (2016 – $(16), 2015 – $(36)).

96%

Funded percentage for the

defined benefit pension plans

as at December 31, 2017

(2016 – 94 percent)

(unaudited)

Movements in the pension and other post-retirement benefit assets (liabilities) as at and for the years ended December 31

	Pension						Other						Total
	2017			2016			2017			2016			2017			2016
Change in benefit obligations
Balance, beginning of year	$	1,330		$	1,305		$	368		$	354		$	1,698		$	1,659
Current service cost		38			35			10			10			48			45
Interest expense		56			54			16			16			72			70
Actuarial loss (gain) arising from changes in financial assumptions		113			13			27			(5	)		140			8
Actuarial (gain) loss arising from changes in demographic assumptions		(49	)		5			(34	)		3			(83	)		8
Foreign exchange rate changes		7			(1	)		4			1			11			–
Contributions by plan participants		1			1			4			4			5			5
Benefits paid		(51	)		(54	)		(9	)		(13	)		(60	)		(67	)
Past service cost, including curtailment gains and settlements		–			(28	)		–			(2	)		–			(30	)
Balance, end of year		1,445			1,330			386			368			1,831			1,698
Change in plan assets
Fair value, beginning of year		1,246			1,197			–			–			1,246			1,197
Interest included in net income		53			51			–			–			53			51
Return on plan assets (excluding amounts included in net interest)		123			48			–			–			123			48
Foreign exchange rate changes and other		3			(6	)		–			–			3			(6	)
Contributions by plan participants		1			1			4			4			5			5
Employer contributions		5			35			5			8			10			43
Benefits paid		(51	)		(54	)		(9	)		(12	)		(60	)		(66	)
Settlements		–			(26	)		–			–			–			(26	)
Fair value, end of year		1,380			1,246			–			–			1,380			1,246
Funded status	$	(65	)	$	(84	)	$	(386	)	$	(368	)	$	(451	)	$	(452	)
Balance comprised of:
Non-current assets
Other assets (Note 14)	$	24		$	23		$	–		$	–		$	24		$	23
Current liabilities
Payables and accrued charges (Note 16)		(25	)		(22	)		(10	)		(10	)	$	(35	)		(32	)
Non-current liabilities
Pension and other post-retirement benefit liabilities		(64	)		(85	)		(376	)		(358	)		(440	)		(443	)

Plan Assets

The fair value of plan assets of the company’s defined benefit pension plans, by asset category, was as follows as at December 31:

	2017								2016
	Quoted Prices in Active Markets for Identical Assets (Level 1)			Other (Levels 2 & 3)		Total			Quoted Prices in Active Markets for Identical Assets (Level 1)			Other (Levels 2 & 3)		Total
Cash and cash equivalents	$	13		$	33	$	46		$	9		$	29	$	38
Equity securities
US		250			2		252			207			–		207
International		27			29		56			26			31		57
US mutual/commingled funds		315			–		315			316			–		316
International mutual/commingled funds		124			–		124			100			53		153
Debt securities
US corporate debt instruments		–			61		61			–			55		55
International corporate debt instruments		–			21		21			–			19		19
US government and agency securities		38			–		38			–			103		103
International government and agency securities		–			49		49			–			50		50
Mortgage-backed securities		–			88		88			–			28		28
US mutual/commingled funds		152			16		168			123			20		143
International mutual/commingled funds		–			9		9			–			–		–
International balanced fund		–			173		173			–			89		89
Other		(20	)		–		(20	)		(14	)		2		(12	)
Total pension plan assets	$	899		$	481	$	1,380		$	767		$	479	$	1,246

Letters of credit secured certain of the Canadian unfunded defined benefit plan liabilities as at December 31, 2017 and 2016.

Defined Contribution Plans

Accounting Policy

Defined contribution plan costs are recognized in net income for services rendered by employees during the period.

Supporting Information

Total contributions recognized as expense under all plans as at December 31, 2017 was $19 (2016 – $20, 2015 – $25).

Cash Payments to All Plans

Total cash payments for pensions and other post-retirement benefits for 2017 were $29 (2016 – $63, 2015 – $44). The company expects to contribute approximately $58 to all pension and post-retirement plans during 2018.

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Share-Based Compensation

12 Months Ended

Dec. 31, 2017

Text block1 [abstract]

Share-Based Compensation

Note 27 Share-Based Compensation

The company has share-based compensation plans for certain employees and directors as part of their remuneration package, including the 2016 Long-Term Incentive Plan (“LTIP”) (comprised of performance share units and stock options), Performance Option Plans (“POP”) (comprised of eight other stock option plans), the deferred share unit plan and the CEO multi-year incentive plan.

Accounting Policies

Accounting Estimates and Judgments

The accounting for share-based compensation plans is fair value-based. The grant date is the date the company and the employee have a shared understanding of the terms and conditions of the arrangement, at which time the company confers on the employee the right to cash equity instruments, provided the specified vesting conditions, if any, are met. For those awards with performance conditions that determine the number of options or units to which employees will be entitled, measurement of compensation cost is based on the company’s best estimate of the outcome of the performance conditions. For plans settled through the issuance of equity: • fair value for stock options is determined on grant date using the Black-Scholes-Merton option-pricing model; • fair value for PSUs is determined on grant date by projecting the outcome of performance conditions; • compensation expense is recorded over the period the plans vest (corresponding increase to contributed surplus); • forfeitures are estimated throughout the vesting period based on past experience and future expectations, and adjusted upon actual vesting; and • when exercised, the proceeds and amounts recorded in contributed surplus are recorded in share capital. For plans settled in cash or other assets: • a liability is recorded based on the fair value of the awards each period; • expense accrues from the grant date over the vesting period; and • fluctuations in fair value of the award and related compensation expense are recognized in the period the fluctuation occurs.

Judgment involves determining: • at which date the company and employee agree to a share-based payment award, and hence what the grant date is; and • the fair value of share-based compensation awards at the grant date. Estimation involves determining: • stock option pricing model assumptions described in the weighted average assumptions table below; • the number of stock option awards expected to be forfeited; • the projected outcome of performance conditions for PSUs, including the relative ranking of the company’s total shareholder return, including expected dividends, compared with a specified peer group using a Monte Carlo simulation option-pricing model and forecasting the company’s cash flow return on investment compared with its weighted average cost of capital. Actual results may significantly differ from these estimates; and • the number of dividend equivalent units expected to be earned. Prior to a POP award vesting, assumptions regarding vesting are made during the first three years based on the relevant actual and/or forecast financial results. As at December 31, 2017, the awards under the 2015 POP were expected to vest at 52 percent. PSUs vest based on the achievement of performance metrics over performance periods ranging from one to three years. Changes to vesting assumptions may change based on non-market vesting conditions at the end of each reporting period. As at December 31, 2017, the 2017 and 2016 PSUs were expected to vest at 79 percent and 59 percent, respectively. See under PSUs on the next page for more information. Changes to vesting assumptions are reflected in earnings immediately for compensation cost already recognized.

Supporting Information

As at December 31, 2017, the company had 11 share-based compensation plans (the LTIP, comprised of PSUs and stock options, POPs (comprised of eight other stock option plans), the deferred share unit plan and the CEO multi-year incentive plan) (2016 and 2015 – 12 plans). These plans are described below. The total compensation cost charged against earnings for those plans during 2017 was $26 (2016 – $13, 2015 – $14).

LTIP

During 2017, the company issued PSUs and stock options to eligible employees under the LTIP. Under the plan, up to 21,000,000 common shares over multiple years would be available for issuance pursuant to the exercise of options and the settlement of share-based PSUs to be granted under the provisions of the plan. Information on PSUs and stock options is summarized below.

PSUs

PSUs granted under the LTIP vest based on the achievement of performance metrics over a three-year period. In 2016, PSUs granted were comprised of three tranches, with each tranche vesting based on the achievement of performance metrics over separate performance periods ranging from one to three years. PSUs will be settled in shares for grantees who are subject to the company’s share ownership guidelines and in cash for all other grantees. As at December 31, 2017, 935,570 and 1,556,980 share-settled and cash-settled PSUs were outstanding, respectively (2016 – 602,740 and 1,014,188 respectively). In 2017, 92,800 PSUs were settled in shares. Grant date fair value per unit for share-settled PSUs was $19.93 and $17.19 in 2017 and 2016, respectively.

Stock Options

The following weighted average assumptions were used in arriving at the grant-date fair values associated with stock options for which compensation cost was recognized during 2017, 2016 and 2015:

		Year of Grant
Assumption	Based On	2017		2016		2015		2014		2013
Exercise price per option	Quoted market closing price 1	$	18.71	$	16.20	$	32.41	$	36.73	$	43.80
Expected annual dividend per share	Annualized dividend rate 2	$	0.40	$	1.00	$	1.52	$	1.40	$	1.40
Expected volatility	Historical volatility 3		29%		30%		31%		39%		50%
Risk-free interest rate	Zero-coupon government issues 4		1.67%		1.06%		1.54%		1.66%		1.06%
Expected life of options in years	Historical experience		5.7		5.7		5.5		5.5		5.5

¹ Of common shares on the last trading day immediately preceding the date of the grant.

² As of the date of grant.

³ Of the company’s stock over a period commensurate with the expected life of the option.

⁴ Implied yield available on equivalent remaining term at the time of the grant.

As at December 31, 2017, the outstanding number of options per plan, that vest over three years and settle in shares, was:

LTIP			POPs
2017	2016		2015		2014		2013		2012		2011		2010		2009		2008
1,462,367		3,006,815		3,329,000		2,705,072		1,684,200		1,201,100		841,200		837,300		1,182,450		921,150

Under the terms of the POPs, no additional options are issuable pursuant to the plans. Under the LTIP, 16,530,818 additional options may be granted in future years, subject to the additional issuance of shares related to share-settled PSUs, up to the aggregate of 21,000,000 shares.

The exercise price is not less than the quoted market closing price of the company’s common shares on the last trading day immediately preceding the date of the grant, and an option’s maximum term is 10 years. In general, options granted under the POPs vest, if at all, according to a schedule based on the three-year average excess of the company’s consolidated cash flow return on investment over

the weighted average cost of capital. Under the LTIP, options generally vest and become exercisable on the third anniversary of the grant date, subject to continuous employment or retirement.

The company issues new common shares to satisfy stock option exercises. Options granted to Canadian participants have an exercise price in Canadian dollars.

A summary of the status of the stock option plans as at December 31, 2017, 2016 and 2015 and changes during the years ending on those dates is as follows:

	Number of shares subject to option									Weighted average exercise price
	2017			2016			2015			2017			2016			2015
Outstanding, beginning of year		19,470,014			19,153,275			20,909,835		$	31.15		$	30.97		$	28.01
Granted		1,482,829			3,099,913			3,474,900			18.71			16.20			32.41
Exercised		(22,100	)		(2,329,600	)		(4,803,560	)		(17.78	)		(11.09	)		(10.95	)
Forfeited or cancelled		(1,221,314	)		(453,574	)		(427,900	)		(34.55	)		(33.99	)		(43.14	)
Expired		(2,538,775	)		–			–			(20.06	)		–			–
Outstanding, end of year		17,170,654			19,470,014			19,153,275		$	32.24		$	31.15		$	30.97

The aggregate grant-date fair value of all options granted during 2017 was $6 (2016 – $6, 2015 – $19). The average share price during 2017 was $17.97 per share (2016 – $16.85 per share, 2015 – $28.23 per share).

The following table summarizes information about stock options outstanding as at December 31, 2017:

	Options Outstanding						Options Exercisable
Range of Exercise Prices	Number		Weighted Average Remaining Life in Years		Weighted Average Exercise Price		Number		Weighted Average Exercise Price
$16.00 to $20.00		4,469,182		9	$	17.30		–	$	–
$27.00 to $36.00		7,627,545		5		32.32		4,298,545		32.63
$37.00 to $44.00		3,597,677		5		39.92		3,597,677		39.92
$52.00 to $67.00		1,476,250		1		58.33		1,476,250		58.33
		17,170,654		6	$	32.24		9,372,472	$	39.48

The foregoing options have expiry dates ranging from May 2018 to February 2027.

Other Plans

The company offers a deferred share unit plan to non-employee directors, which allows each to choose to receive, in the form of deferred share units (“DSUs”), all or a percentage of the director’s fees, which would otherwise be payable in cash. The plan also provides for discretionary grants of additional DSUs by the Board, a practice it discontinued on January 24, 2007 in connection with an increase in the annual retainer. Each DSU fully vests upon award, but is distributed only when the director has ceased to be a member of the Board. Vested units are settled in cash based on the common share price at that time. As at December 31, 2017, the total number of DSUs held by participating directors was 613,703 (2016 – 582,048, 2015 – 711,131).

The company offered a multi-year incentive plan to the CEO for the period July 1, 2014 through December 31, 2015, which provided for an award of DSUs. Dividends on outstanding units result in additional units being issued. The units awarded under the CEO’s multi-year incentive plan were 50 percent vested on July 1, 2017 based on performance criteria (company and individual CEO performance) through December 31, 2015. Vested units are settled in cash when employment is terminated. As at December 31, 2017, the total number of DSUs held by the CEO was 106,810 (2016 – 104,481, 2015 –98,414).

Upon completion of the Merger, Nutrien assumed all of the above share-based compensation plans and, awards which, where appropriate, will now settle in Nutrien shares. An exchange ratio of 0.400 will be used to convert units and values. The PSU performance condition related to cash flow return on investment compared with its weighted average cost of capital will be replaced by metrics related to the achievement of synergies compared to targets.

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Related Party Transactions

12 Months Ended

Dec. 31, 2017

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Related Party Transactions

Note 28 Related Party Transactions

The company has a number of related parties with the most significant being Canpotex, key management personnel and post-employment benefit plans.

Accounting Policies

A person or entity is considered a related party if it is:

• an associate or joint venture of PotashCorp;

• a member of key management personnel (and their families), which are the company’s directors and executive officers as disclosed in its 2017 Annual Information Form and 2016 and 2015 Annual Reports on Form 10-K, as applicable;

• a post-employment benefit plan for the benefit of PotashCorp employees; or

• a person that has significant influence over PotashCorp.

Supporting Information

Sale of Goods

The company sells potash from its Canadian mines for use outside Canada and the US exclusively to Canpotex. Sales are at prevailing market prices and are settled on normal trade terms. Sales to Canpotex for the year ended December 31, 2017 were $988 (2016 – $778, 2015 – $1,346). Canpotex’s proportionate sales volumes by geographic area are shown in Note 3.

The receivable outstanding from Canpotex is shown in Note 11, and arose from sale transactions described above. It is unsecured and bears no interest. There are no provisions held against this receivable.

Subsequent to December 31, 2017, PotashCorp and Agrium became related parties as a result of completing the Merger described in Note 32. Sales are at prevailing market prices and settled on normal trade terms. Sales to Agrium for the year ended December 31, 2017 were $71 (2016 – $74, 2015 – $93).

Key Management Personnel Compensation

Compensation to key management personnel was comprised of:

	2017		2016		2015
Salaries and other short-term benefits	$	14	$	13	$	9
Share-based payments		9		7		1
Post-employment benefits		3		3		5
	$	26	$	23	$	15

Transactions With Post-Employment Benefit Plans

Disclosures related to the company’s post-employment benefit plans are shown in Note 26.

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Financial Instruments and Related Risk Management

12 Months Ended

Dec. 31, 2017

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Financial Instruments and Related Risk Management

Note 29 Financial Instruments and Related Risk Management

Outlined below are the company’s financial instruments, related risk management objectives, policies and exposure, sensitivity and monitoring strategies to financial risks.

Accounting Policies

Accounting Estimates and Judgments

Financial assets and financial liabilities are recognized as follows: • initially in the consolidated statements of financial position at fair value (normally the transaction price) and adjusted for transaction costs (recognized immediately in net income for financial instruments at fair value through profit or loss); • regular way purchases and sales of financial assets are accounted for on the trade date; and • financial instruments recorded at fair value on an ongoing basis are remeasured at each reporting date and changes in the fair value are recorded in either net income or OCI. Financial assets and financial liabilities are offset and the net amount is presented in the statements of financial position when the company: • currently has a legally enforceable right to offset the recognized amounts; and • intends either to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.

Judgment is required to determine whether the right to offset is legally enforceable.

See Note 31 for discussion related to the policies, estimates and judgments for fair value measurements.

Supporting Information

Financial Risks

The company is exposed in varying degrees to a variety of financial risks from its use of financial instruments: credit risk, liquidity risk and market risk. The source of risk exposure and how each is managed are outlined below.

Credit Risk

The company’s exposure to credit risk on its cash and cash equivalents, receivables (excluding taxes) and derivative instrument assets is the carrying amount of each instrument on the consolidated statements of financial position.

Credit risk is managed through policies applicable to the following assets:

	Acceptable minimum counterparty credit ratings		Exposure thresholds by counterparty		Daily counterparty settlement based on prescribed credit thresholds		Counterparties to contracts are investment-grade quality
Cash and Cash Equivalents		X		X
Natural Gas Derivatives		X				X		X
Foreign Currency Derivatives		X

Credit risk on trade receivables is managed through a credit management program whereby:

• credit approval policies and procedures are in place to guide the granting of credit to new customers as well as its continued extension to existing customers;

• existing customer accounts are reviewed every 12-18 months;

• credit is extended to international customers based upon an evaluation of both customer and country risk; and

• credit agency reports, where available, and an assessment of other relevant information such as current financial statements and/or credit references are used before assigning credit limits to customers. Those that fail to meet specified benchmark creditworthiness may transact with the company on a prepayment basis or provide another form of credit support that the company approves.

Other information relating to trade receivables includes:

• the company does not hold any collateral as security on trade receivables;

• guarantees or standby letters of credit, if appropriate, may be requested to mitigate credit risk;

• export insurance is obtained from the Foreign Credit Insurance Association (covering 90 percent of each balance) for international sales from the US and Trinidad that are not otherwise secured or guaranteed;

• a total of $84 in receivables as at December 31, 2017 (2016 – $46) was covered by export insurance, representing 98 percent of offshore receivables (2016 – 98 percent);

• Canpotex also obtains export insurance from Export Development Canada for its trade receivables (covering 90 percent of Canpotex’s receivables);

• the credit period on sales is generally 15 days for fertilizer customers, 30 days for industrial and feed customers and up to 180 days for select export sales customers;

• interest at 1.5 percent per month is charged on balances remaining unpaid at the end of the sale terms; and

• historically, the company has experienced minimal customer defaults and, as a result, it considers the credit quality of the trade receivables as at December 31, 2017 that are not past due to be high.

There were no amounts past due or impaired relating to non-trade receivables. There were no significant amounts impaired relating to trade receivables. As at December 31, 2017, 84 percent of trade receivables were current (2016 – 88 percent) and 16 percent were past due (2016 – 12 percent).

Liquidity Risk

Liquidity risk arises from the company’s general funding needs and in the management of its assets, liabilities and optimal capital structure. It manages its liquidity risk to maintain sufficient liquid financial resources to fund its operations and meet its commitments and obligations in a cost-effective manner. In managing its liquidity risk, the company has access to a range of funding options. It has established an external borrowing policy with the following objectives:

• maintain an optimal capital structure;

• maintain investment-grade credit ratings that provide ease of access to the debt capital and commercial paper markets;

• maintain sufficient short-term credit availability; and

• maintain long-term relationships with a sufficient number of high-quality and diverse lenders.

The table below outlines the company’s available debt facilities as at December 31, 2017:

	Total Amount		Amount Outstanding and Committed			Amount Available
Credit facility 1	$	3,500		$     730		$	2,770
Line of credit		75		4	2		71

¹  As described in Note 21, $3,500 of this facility was available through May 31, 2020 and $3,250 of this facility was available through May 31, 2021. Included in the amount outstanding and committed was $730 of commercial paper. The amount available under the commercial paper program is limited to the availability of backup funds under the credit facility.

² Direct borrowings and letters of credit discussed in Note 20.

The company has an uncommitted letter of credit facility of $100. As at December 31, 2017, $43 (2016 – $40) was outstanding under this facility. Certain of the company’s derivative instruments contain provisions that require its debt to maintain specified credit ratings from two of the major credit rating agencies. If the debt were to fall below the specified ratings, the company would be in violation of these provisions, and the counterparties to the derivative instruments could request immediate payment or demand immediate and ongoing full overnight collateralization on derivative instruments in net liability positions. The aggregate fair value of all derivative instruments with credit risk-related contingent features that were in a liability position on December 31, 2017 was $64, for which the company had posted collateral of $38 in the normal course of business. If the credit risk-related contingent features underlying these agreements had been triggered on December 31, 2017, the company would have been required to post an additional $22 of collateral to its counterparties.

The following maturity analysis of the company’s financial liabilities and gross settled derivative contracts (for which the cash flows are settled simultaneously) is based on the expected undiscounted contractual cash flows from the date of the consolidated statements of financial position to the contractual maturity date.

	Carrying Amount of Liability as at December 31, 2017			Contractual Cash Flows			Within 1 Year			1 to 3 Years		3 to 5 Years		Over 5 Years
Short-term debt obligations 1		$            730			$            730			$         730			$               –		$              –		$              –
Payables and accrued charges 2		570			570			570			–		–		–
Long-term debt obligations		3,750			5,542			178			1,295		242		3,827
Foreign currency derivatives		(1	)
Outflow					39			39			–		–		–
Inflow					(40	)		(40	)		–		–		–
Natural gas derivatives		64			62			25			22		15		–
		$         5,113			$         6,903			$      1,502			$         1,317		$           257		$        3,827

¹ Contractual cash flows include contractual interest payments related to debt obligations. Interest rates on variable rate debt are based on prevailing rates as at December 31, 2017. Disclosures regarding offsetting of certain debt obligations are provided in Note 21.

² Excludes taxes, accrued interest, deferred revenues and current portions of asset retirement obligations and accrued environmental costs and pension and other post-retirement benefits.

Market Risk

Market risks, where financial instrument fair values can fluctuate due to changes in market prices, include foreign exchange risk, interest rate risk and price risk (related to commodity and equity securities).

Foreign Exchange Risk

To manage foreign exchange risk (primarily related to Canadian operating and capital expenditures, taxes and dividends), the company may enter into foreign currency derivatives. Treasury risk management policies allow such exposures to be hedged within certain prescribed limits for both forecast operating and capital expenditures. The foreign currency derivatives are not currently designated as hedging instruments for accounting purposes.

The company has certain available-for-sale investments listed on foreign stock exchanges and denominated in currencies other than the US dollar for which it is exposed to foreign exchange risk. These investments are held for long-term strategic purposes.

Exposure to reasonably possible changes in relevant foreign currencies on the company’s financial instruments and the pre-tax effects on net income and OCI include the following:

2017	Carrying Amount of Asset (Liability) as at December 31			Foreign Exchange Risk
				5% decrease in US$					5% increase in US$
				Net Income			OCI		Net Income			OCI
Available-for-sale investments
ICL (New Israeli shekels) 1		$            708			$                –			$            35		$               –			$          (35	)
Sinofert (Hong Kong dollars) 2		258			–			13		–			(13	)
Payables (CDN)		(75	)		(4	)		–		4			–
Foreign currency derivatives		1			2			–		(2	)		–
2016
Available-for-sale investments
ICL (New Israeli shekels)		$           725			$                –			$            36		$               –			$          (36	)
Sinofert (Hong Kong dollars)		212			–			11		–			(11	)
Payables (CDN)		(83	)		(4	)		–		4			–
Foreign currency derivatives		–			1			–		(1	)		–

¹ Sold subsequent to December 31, 2017 (Note 19).

² Assumed any decrease below the carrying amount at the last impairment date would represent a further impairment recorded through net income. The carrying amount was $190 as at December 31, 2017 (December 31, 2016 – $190). All other variables were assumed to remain constant.

The company has no significant foreign currency exposure related to cash and cash equivalents, receivables and the other available-for-sale investment.

Interest Rate Risk

Fluctuations in interest rates impact the future cash flows and fair values of various financial instruments.

Interest rate risk on debt is addressed by:

• using a portfolio of fixed and floating rate instruments;

• aligning current and long-term assets with demand and fixed-term debt;

• monitoring the effects of market changes in interest rates; and

• using interest rate swaps, if desired.

Related to interest rate risk on investments in marketable securities (all of which are included in cash and cash equivalents), the company’s primary objectives are to:

• ensure the security of principal amounts invested;

• provide for an adequate degree of liquidity; and

• achieve a satisfactory return.

Treasury risk management policies specify investment parameters including eligible types of investment, maximum maturity dates, maximum exposure by counterparty and minimum credit ratings.

The company had no significant exposure to interest rate risk on its financial instruments as at December 31, 2017 and December 31, 2016.

Price Risk

Commodity price risk exists on the company’s natural gas derivative instruments. Its natural gas strategy is to diversify its forecast gas volume requirements, including a portion of annual requirements purchased at spot market prices, a portion at fixed prices (up to 10 years) and a portion indexed to the market price of ammonia. Its objective is to acquire a reliable supply of natural gas feedstock and fuel on a location-adjusted, cost-competitive basis.

Price risk also exists for exchange-traded available-for-sale equity securities.

Exposure to reasonably possible changes in price for a relevant commodity or security and the pre-tax effects on net income and OCI include the following:

	Carrying Amount of Asset (Liability) as at December 31			Price Risk
				Effect of 10% decrease in prices						Effect of 10% increase in prices
2017				Net Income			OCI			Net Income		OCI
Available-for-sale investments
ICL 1	$	708		$	–		$	(71	)	$	–	$	71
Sinofert 2		258			–			(26	)		–		26
Natural gas derivatives		(55	)		–			(7	)		–		7
2016
Available-for-sale investments
ICL	$	725		$	–		$	(73	)	$	–	$	73
Sinofert		212			–			(21	)		–		21
Natural gas derivatives		(91	)		(1	)		(13	)		–		14

¹  Sold subsequent to December 31, 2017 (Note 19).

²  Assumed any decrease below the carrying amount at the last impairment date ($190 as at December 31, 2017) (December 31, 2016 – $190) would represent a further impairment recorded through net income. All other variables were assumed to remain constant.

The sensitivity analyses included in the tables above should be used with caution as the changes are hypothetical and not predictive of future performance. The sensitivities are calculated with reference to period-end balances and will change due to fluctuations in the balances throughout the year. In addition, for the purpose of the sensitivity analyses, the effect of a variation in a particular assumption on the fair value of the financial instrument was calculated independently of any change in another assumption. Actual changes in one factor may contribute to changes in another factor, which may magnify or counteract the effect on the fair value of the financial instrument.

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.

Financial instruments included in the consolidated statements of financial position are measured either at fair value or amortized cost. The tables below explain the valuation methods used to determine the fair value of each financial instrument and its associated level in the fair value hierarchy.

Financial Instruments Measured at Fair Value	Fair Value Method
Cash and cash equivalents	Carrying amount (approximation to fair value assumed due to short-term nature).
Available-for-sale investments	Closing bid price of the common shares (Level 1) as at the statements of financial position dates.
Foreign currency derivatives not traded in an active market	Quoted forward exchange rates (Level 2) as at the statements of financial position dates.
Natural gas swaps not traded in an active market	A discounted cash flow model. 1

¹  Inputs included contractual cash flows based on prices for natural gas futures contracts, fixed prices and notional volumes specified by the swap contracts, the time value of money, liquidity risk, the company’s own credit risk (related to instruments in a liability position) and counterparty credit risk (related to instruments in an asset position). Futures contract prices used as inputs in the model were supported by prices quoted in an active market and therefore categorized in Level 2.

Financial Instruments Measured at Amortized Cost	Fair Value Method
Receivables, short-term debt and payables and accrued charges	Carrying amount (approximation to fair value assumed due to short-term nature).
Long-term debt senior notes	Quoted market prices (Level 1 or 2 depending on the market liquidity of the debt).
Other long-term debt instruments	Carrying amount.

Presented below is a comparison of the fair value of the company’s senior notes to their carrying amounts as at December 31.

	2017				2016
	Carrying Amount of Liability 1		Fair Value of Liability		Carrying Amount of Liability 1		Fair Value of Liability
Long-term debt senior notes	$	3,707	$	4,045	$	4,202	$	4,384

¹  Includes net unamortized debt issue costs.

The following table presents the company’s fair value hierarchy for financial assets and financial liabilities carried at fair value on a recurring basis:

				Fair Value Measurements at Reporting Dates Using:
2017	Carrying Amount of Asset (Liability) as at December 31			Quoted Prices in Active Markets for Identical Assets (Level 1) 1		Significant Other Observable Inputs (Level 2) 1
Derivative instrument assets
Natural gas derivatives	$	9		$	–	$	9
Available-for-sale investments 2		970			970		–
Derivative instrument liabilities
Natural gas derivatives		(64	)		–		(64	)
2016
Derivative instrument assets
Natural gas derivatives	$	6		$	–	$	6
Available-for-sale investments 2		940			940		–
Derivative instrument liabilities
Natural gas derivatives		(97	)		–		(97	)

¹  During 2017 and 2016, there were no transfers between Level 1 and Level 2. The company’s policy is to recognize transfers at the end of the reporting period.

²  Available-for-sale investments are comprised of shares in ICL, Sinofert and other.

The following table presents the company’s recognized financial instruments that are offset, or subject to enforceable master netting arrangements:

									Amounts Not Offset
Financial assets (liabilities)	Gross			Offset		Net Amounts Presented			Included in Gross			Related To Cash Margin Deposits (Held) Placed			Net Amounts Presented Less Amounts Not Offset
December 31, 2017
Derivative instrument assets
Natural gas derivatives	$	11		$	(2)	$	9		$	–		$	(1	) 1	$	8
Derivative instrument liabilities
Natural gas derivatives		(74	)		10		(64	)		(27	)		38	2		(53	)
Other long-term debt instruments 3		(150	)		150		–			–			–			–
	$	(213	)	$	158	$	(55	)	$	(27	)	$	37		$	(45	)
December 31, 2016
Derivative instrument assets
Natural gas derivatives	$	6		$	–	$	6		$	–		$	(1	) 1	$	5
Derivative instrument liabilities
Natural gas derivatives		(125	)		28		(97	)		(30	)		61	2		(66	)
Other long-term debt instruments 3		(187	)		187		–			–			–			–
	$	(306	)	$	215	$	(91	)	$	(30	)	$	60		$	(61	)

¹ Cash margin deposits held related to legally enforceable master netting arrangements for natural gas derivatives.

² Cash margin deposits placed with counterparties related to legally enforceable master netting arrangements for natural gas derivatives.

³ Back-to-back loan arrangements (Note 21).

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Contingencies and Other Matters

12 Months Ended

Dec. 31, 2017

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Contingencies and Other Matters

Note 30 Contingencies and Other Matters

Contingent liabilities, which are not recognized in the financial statements but may be disclosed, are possible obligations as a result of uncertain future events outside the control of the company, or present obligations not recognized because the amount cannot be sufficiently measured or payment is not probable.

Accounting Policies

Accounting Estimates and Judgments

Generally, a contingent liability arises from past events and is: • a possible obligation whose existence will be confirmed only by one or more uncertain future events or non-events outside the control of the company; or • a present obligation not recognized because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability. Contingent liabilities are not recognized in the financial statements but are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. Where the company is jointly and severally liable for an obligation, the part of the obligation that is expected to be met by other parties is treated as a contingent liability. A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the company. Contingent assets are not recognized in the financial statements and are only disclosed where an inflow of economic benefits is probable.

The following judgments are required to determine the company’s exposure to possible losses and gains related to environmental matters and other various claims and lawsuits pending: • prediction of the outcome of uncertain events (i.e., being virtually certain, probable, remote or undeterminable); • determination of whether recognition or disclosure in the consolidated financial statements is required; and • estimation of potential financial effects. Where no amounts are recognized, such amounts are contingent and disclosure may be appropriate. While the amount disclosed in the consolidated financial statements may not be material, the potential for large liabilities exists and therefore these estimates could have a material impact on the company’s consolidated financial statements.

Supporting Information

Canpotex

PCS is a shareholder in Canpotex, which markets Canadian potash offshore. Should any operating losses or other liabilities be incurred by Canpotex, the shareholders have contractually agreed to reimburse it for such losses or liabilities in proportion to each shareholder’s productive capacity. Through December 31, 2017, there were no such operating losses or other liabilities.

Mining Risk

The risk of underground water inflows, as with most other underground risks, is currently not insured.

Legal and Other Matters

The company is engaged in ongoing site assessment and/or remediation activities at a number of facilities and sites, and anticipated costs associated with these matters are added to accrued environmental costs in the manner described in Note 18. This includes matters related to investigation of potential brine migration at certain of the potash sites. The following environmental site assessment and/or remediation matters have uncertainties that may not be fully reflected in the amounts accrued for those matters:

Nitrogen and Phosphate

• The US Environmental Protection Agency (“USEPA”) has identified PCS Nitrogen, Inc. (“PCS Nitrogen”) as a potentially responsible party at the Planters Property or Columbia Nitrogen site in Charleston, South Carolina (the “Charleston Site”). PCS Nitrogen is subject to a final judgment by the US District Court for the District of South Carolina allocating 30 percent of the liability for response costs at the Charleston Site to PCS Nitrogen, as well as a proportional share of any costs that cannot be recovered from another responsible party. In December 2013, the USEPA issued an order to PCS Nitrogen and four other respondents requiring them jointly and severally to conduct certain cleanup work at the Charleston Site and reimburse the USEPA’s costs for overseeing that work. PCS Nitrogen is currently performing the work required by the USEPA order. The USEPA also has requested reimbursement of approximately $3 of previously incurred response costs. The ultimate amount of liability for PCS Nitrogen depends upon, among other factors, the final outcome of litigation to impose liability on additional parties, the outcome of the bankruptcy proceeding for the owner of the Charleston Site, the amount needed for remedial activities, the ability of other parties to pay and the availability of insurance.

• PCS Phosphate has been identified as a responsible party at the Ward Transformer Superfund Site in Raleigh, North Carolina (the “Raleigh Site”). In the past, PCS Phosphate worked with certain other responsible parties to address PCB soil contamination at the Raleigh Site pursuant to an agreement with the USEPA. The response actions are nearly complete at an estimated cost of $80, including anticipated remaining work on the Raleigh Site. The USEPA also sought remediation in certain downstream areas that are referred to as “Operable Unit 1.” PCS Phosphate signed a Consent Decree with the USEPA for Operable Unit 1 in September 2016 that is not expected to require PCS Phosphate to incur any additional remediation costs. Litigation for the recovery of incurred cleanup costs was resolved through mediation and entry of the Consent Decree.

• In 1996, PCS Nitrogen Fertilizer, L.P. (“PCS Nitrogen Fertilizer”), then known as Arcadian Fertilizer, L.P., entered into a Consent Order (the “Order”) with the Georgia Environmental Protection Division (“GEPD”) in conjunction with PCS Nitrogen Fertilizer’s acquisition of real property in Augusta, Georgia. Under the Order, PCS Nitrogen Fertilizer is required to perform certain activities to investigate and, if necessary, implement corrective measures for substances in soil and groundwater. The investigation has proceeded and the results have been presented to the GEPD. Two interim corrective measures for substances in groundwater have been proposed by PCS Nitrogen Fertilizer and approved by the GEPD. PCS Nitrogen Fertilizer is implementing the approved interim corrective measures, which may be modified by PCS Nitrogen Fertilizer from time to time, but it is unable to estimate with reasonable certainty the total cost of its corrective action obligations under the Order at this time.

Based on current information and except for the uncertainties described in the preceding paragraphs, the company does not believe that its future obligations with respect to these facilities and sites are reasonably likely to have a material adverse effect on its consolidated financial statements.

Other legal matters with significant uncertainties include the following:

Nitrogen and Phosphate

• The USEPA has an ongoing initiative to evaluate implementation within the phosphate industry of a particular exemption for mineral processing wastes under the hazardous waste program. In connection with this industry-wide initiative, the USEPA conducted inspections at numerous phosphate operations and notified the company of alleged violations of the US Resource Conservation and Recovery Act (“RCRA”) at its plants in Aurora, North Carolina; Geismar, Louisiana; and White Springs, Florida. The company has entered into RCRA 3013 Administrative Orders on Consent and has performed certain site assessment activities at all of these plants. At this time, the company does not know the scope of action, if any, that may be required. As to the alleged RCRA violations, the company continues to participate in settlement discussions with the USEPA but is uncertain if any resolution will be possible without litigation, or, if litigation occurs, what the outcome would be. The company routinely monitors public information about the impacts of the initiative on other industry members, and it regularly considers this information in establishing the appropriate asset retirement obligations and accruals.

• In August 2015, the USEPA finalized amendments to the hazardous air pollutant emission standards for phosphoric acid manufacturing and phosphate fertilizer production (“Final Rule”). Required emissions testing at the company’s Aurora facility in 2016 indicated alleged exceedances of the mercury emission limits that were established by the Final Rule. The company has communicated with the relevant agencies about this issue and petitioned the USEPA to reconsider the mercury emission limits. The facility also entered into an agreed order with the North Carolina Department of Environmental Quality in November 2016 to resolve the alleged mercury exceedances and provide a plan and schedule for evaluating alternative compliance strategies. Given the pending legal issues and the company’s evaluation of alternative compliance strategies, the resulting cost of compliance with the various provisions of the Final Rule cannot be predicted with reasonable certainty at this time.

General

• The countries where we operate are parties to the Paris Agreement adopted in December 2015 pursuant to the United Nations Framework Convention on Climate Change. Each country that is a party to the Paris Agreement submitted an Intended Nationally Determined Contribution (“INDC”) toward the control of greenhouse gas emissions. The impacts of these INDCs on the company’s operations cannot be determined with any certainty at this time. In October 2016, the Canadian government announced a national plan to put a price of $10 per tonne on carbon emissions beginning in 2018 and increasing by $10 per tonne each year through 2022, to be implemented either through a carbon tax or a cap and trade program at the election of each province. The Province of Saskatchewan is considering various alternative approaches to address the national plan. Other countries where the company operates have not at this time announced similar regulatory plans that would appear to have a significant impact on company operations. The company is monitoring these developments and their future effect on its operations cannot be determined with certainty at this time.

In addition, various other claims and lawsuits are pending against the company in the ordinary course of business. While it is not possible to determine the ultimate outcome of such actions at this time, and inherent uncertainties exist in predicting such outcomes, it is the company’s belief that the ultimate resolution of such actions is not reasonably likely to have a material adverse effect on its consolidated financial statements.

The breadth of the company’s operations and the global complexity of tax regulations require assessments of uncertainties and judgments in estimating the taxes it will ultimately pay. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions, outcomes of tax litigation and resolution of disputes arising from federal, provincial, state and local tax audits. The resolution of these uncertainties and the associated final taxes may result in adjustments to the company’s tax assets and tax liabilities.

The company owns facilities that have been either permanently or indefinitely shut down. It expects to incur nominal annual expenditures for site security and other maintenance costs at certain of these facilities. Should the facilities be dismantled, certain other shutdown-related costs may be incurred. Such costs are not expected to have a material adverse effect on the company’s consolidated financial statements and would be recognized and recorded in the period in which they are incurred.

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Accounting Policies, Estimates and Judgments

12 Months Ended

Dec. 31, 2017

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Accounting Policies, Estimates and Judgments

Note 31 Accounting Policies, Estimates and Judgments

Accounting Policies, Estimates and Judgments

The following table discusses the accounting policies, estimates, judgments and assumptions the company has adopted and made and how they affect the amounts reported in the consolidated financial statements.

Topic	Accounting Policies	Accounting Estimates and Judgments 1
Principles of Consolidation	These consolidated financial statements include the accounts of the company and entities controlled by it (its subsidiaries). Control is achieved by having each of: • power over the investee via existing rights that give the company the current ability to direct the relevant activities of the investee; • exposure, or rights, to variable returns from involvement with the investee; and • the ability for the company to use its power over the investee to affect the amount of the company’s returns. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the company controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the company. They are deconsolidated from the date that control ceases.	Judgment involves: • assessing control, including if the company has the power to direct the relevant activities of the investee; and • determining the relevant activities and which party controls them.

Topic	Accounting Policies				Accounting Estimates and Judgments 1
Principles of Consolidation continued	Principal (wholly owned) Operating Subsidiaries:	Location		Principal Activity	Consideration is given to: • voting rights; • the relative size and dispersion of the voting rights held by other shareholders; • the extent of participation by those shareholders in appointing key management personnel or board members; • the right to direct the investee to enter into transactions for the company’s benefit; and • the exposure, or rights, to variability of returns from the company’s involvement with the investee.
	• PCS Sales (Canada) Inc.		Canada	Marketing and sales of the company’s products
	• PCS Sales (USA), Inc.		United States	Marketing and sales of the company’s products
	• PCS Phosphate Company, Inc. (“PCS Phosphate”) – PCS Purified Phosphates		United States	Mining and/or processing of phosphate products in the states of North Carolina, Illinois, Missouri and Nebraska
	• White Springs Agricultural Chemicals, Inc. (“White Springs”)		United States	Mining and processing of phosphate products in the state of Florida
	• PCS Nitrogen Fertilizer, L.P.		United States	Production of nitrogen products in the states of Georgia and Louisiana, and of phosphate products in the state of Louisiana
	• PCS Nitrogen Ohio, L.P.		United States	Production of nitrogen products in the state of Ohio
	• PCS Nitrogen Trinidad Limited		Trinidad	Production of nitrogen products in Trinidad
	• PCS Cassidy Lake Company		Canada	Brine pumping operations for the company’s New Brunswick operation
	Intercompany balances and transactions are eliminated on consolidation.
Long-Lived Asset Impairment	At the end of each reporting period, the company reviews conditions potentially impacting the carrying amounts of both its long-lived assets to be held and used and its identifiable intangible assets with finite lives to determine whether there is any indication that they have suffered an impairment loss. When such indicators exist, impairment testing is performed. Regardless, goodwill is tested at least annually (typically in the second quarter). For assessing impairment, assets are grouped at the smallest levels for which there are separately identifiable cash inflows that are largely independent of the cash inflows from other assets or groups of assets (this can be at the asset or CGU level). Where impairment indicators exist for the asset or CGU: • the recoverable amount is estimated (the recoverable amount is the higher of fair value less costs to sell and value in use); • to assess value in use, the estimated future cash flows are discounted to their present value (using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU for which the estimates of future cash flows have not been adjusted); • the impairment loss is the amount by which the carrying amount exceeds its recoverable amount; and • the impairment loss is allocated first to reduce the carrying amount of any related goodwill and then pro rata to each asset in the unit (on the basis of the carrying amount). Non-financial assets, other than goodwill, that previously suffered an impairment loss are reviewed at each reporting date for possible reversal of the impairment.				Judgment involves: • identifying the appropriate asset or CGU; • determining the appropriate discount rate for assessing value in use; and • making assumptions about future sales, margins and market conditions over the long-term life of the assets or CGUs. The company cannot predict if an event that triggers impairment will occur, when it will occur or how it will affect reported asset amounts. It is reasonably possible that the amounts reported for asset impairments could be different if different assumptions were used or if market and other conditions change. The changes could result in non-cash charges that could materially affect the company’s consolidated financial statements. Impairments were recognized during 2017 and 2016 as shown in Note 13.

Topic	Accounting Policies			Accounting Estimates and Judgments 1
Fair Value Measurements	Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. Fair value measurements are categorized into levels based on the degree to which inputs are observable and their significance:			Fair values estimates: • are at a point-in-time and may change in subsequent reporting periods due to market conditions or other factors; • can be determined using multiple methods, which can cause values (or a range of reasonable values) to differ; and • may require assumptions about costs/prices over time, discount and inflation rates, defaults and other relevant variables.
	Level 1	Level 2	Level 3
	Unadjusted quoted prices (in active markets accessible at the measurement date for identical assets or liabilities).	Quoted prices (in markets that are not active or based on inputs that are observable for substantially the full term of the asset or liability).	Prices or valuation techniques that require inputs that are both unobservable and significant to the overall measurement.
				Determination of the level hierarchy is based on the company’s assessment of the lowest level input that is significant to the fair value measurement and is subject to estimation and judgment.
Prepaid Expenses	Freight, transportation and distribution costs related to product inventory stored at warehouse and terminal facilities are classified as prepaid expenses.			Not applicable.
Restructuring Charges	Plant shutdowns, sales of business units or other corporate restructurings may trigger restructuring costs. Incremental costs for employee termination, contract termination and other exit costs are recognized as a liability and an expense when: • a detailed formal plan for restructuring has been demonstrably committed to; • withdrawal is without realistic possibility; and • a reliable estimate can be made.			Restructuring activities are complex, can take several months to complete and usually involve reassessing estimates throughout the process.
Foreign Currency Transactions	Items included in the consolidated financial statements of the company and each of its subsidiaries are measured using the currency of the primary economic environment in which the individual entity operates (“the functional currency”). Foreign currency transactions are generally translated to US dollars at the average exchange rate for the previous month. Monetary assets and liabilities are translated at period-end exchange rates. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies, are recognized and presented in the consolidated statements of income within other (expenses) income, as applicable, in the period in which they arise. Non-monetary assets and liabilities carried at fair value are translated using the exchange rate at the date when the fair value is determined and translation differences are recognized as part of changes in fair value. Translation differences onnon-monetary financial assets such as investments in equity securities classified as available-for-sale are included in OCI. Non-monetary assets measured at historical cost are translated at the average monthly exchange rate prevailing at the time of the transaction, unless the exchange rate in effect on the date that the transaction occurred is available and it is apparent that such rate is a more suitable measurement.			The consolidated financial statements are presented in United States dollars (“US dollars”), which was determined to be the functional currency of the company and the majority of its subsidiaries.

¹ Certain of the company’s policies involve accounting estimates and judgments because they require the company to make subjective or complex judgments about matters that are inherently uncertain and because of the likelihood that materially different amounts could be reported under different conditions or using different assumptions.

Standards, Amendments and Interpretations Effective and Applied

The International Accounting Standards Board (“IASB”) and International Financial Reporting Interpretations Committee (“IFRIC”) have issued the following standards and amendments or interpretations to existing standards that were effective and applied by the company.

Standard	Description	Impact
Amendments to IAS 7, Statement of Cash Flows	Issued to require a reconciliation of the opening and closing liabilities that form part of an entity’s financing activities, including both changes arising from cash flows and non-cash changes.	Adopted prospectively effective January 1, 2017, with required disclosures included in Note 10.
Amendments to IAS 12, Income Taxes	Issued to clarify the requirements on recognition of deferred tax assets for unrealized losses on debt instruments measured at fair value.	Adopted effective January 1, 2017, with no change to these annual consolidated financial statements.

Standards, Amendments and Interpretations Not Yet Effective and Not Applied

The IASB and IFRIC have issued the following standards and amendments or interpretations to existing standards that were not yet effective and not applied as at December 31, 2017. The company does not anticipate early adoption of these standards at this time.

Standard	Description	Expected Impact	Effective Date 1
IFRS 15, Revenue From Contracts With Customers	Issued to provide guidance on the recognition of revenue from contracts with customers, including multiple-element arrangements and transactions not previously addressed comprehensively, and enhance disclosures about revenue.	The company’s assessment of the standard is complete with no significant changes to accounting policies, estimates or judgments. Additional disclosures will be included in its 2018 annual consolidated financial statements. Revenue recognition will remain largely unchanged including no cumulative adjustment required to the opening balance of retained earnings or to any financial statement line items in the current reporting period.	The company will adopt the standard effective January 1, 2018, using the modified retrospective method.
IFRS 9, Financial Instruments	Issued to replace IAS 39, providing guidance on the classification, measurement and disclosure of financial instruments and introducing a new hedge accounting model. Basis for conclusions was updated to clarify the accounting for a modification or exchange of a financial liability, measured at amortized cost, does not result in derecognition. If the gross carrying amount is changed it will lead to an immediate gain or loss in profit or loss.	Upon adoption of the standard, the company will reclassify realized cash flow hedges as a basis adjustment to finished goods inventory, recorded directly through accumulated other comprehensive income (net of income taxes). Available-for-sale investments will be measured at fair value through OCI.	January 1, 2018, applied retrospectively with certain exceptions.
Amendments to IFRS 2, Share-Based Payment	Issued to provide clarification on the classification and measurement of share-based transactions. Specifically, accounting for cash-settled share-based transactions, share-based payment transactions with a net settlement feature and modifications of share-based payment transactions that change classification from cash-settled to equity-settled.	No significant impacts are anticipated.	January 1, 2018, with the option of retrospective or prospective application.
IFRS 16, Leases	Issued to supersede IAS 17, IFRIC 4, SIC-15 and SIC-27, providing the principles for the recognition, measurement, presentation and disclosure of leases. Lessees would be required to recognize assets and liabilities for the rights and obligations created by leases. Lessors would continue to classify leases using a similar approach to that of the superseded standards but with enhanced disclosure to improve information about a lessor’s risk exposure, particularly to residual value risk.	The company is reviewing the standard to determine the potential impact.	January 1, 2019, applied retrospectively with certain practical expedients available.
IFRIC 23, Uncertainty Over Income Tax Treatments	Issued to provide guidance on recognition and measurement of uncertain income tax treatments.	The company is reviewing the standard to determine the potential impact, if any.	January 1, 2019, applied retrospectively with certain practical expedients available.
Amendments to IAS 28, Long-term Interests in Associates and Joint Ventures	Issued to clarify that IFRS 9, including its impairment requirements, applies to long-term interests in associates and joint ventures that form part of an entity’s net investment in these investees.	The company is reviewing the standard to determine the potential impact, if any.	January 1, 2019, applied retrospectively.
Amendments to IAS 19, Employee Benefits	Issued to require the use of updated assumptions when determining current service cost and net interest for the remainder of the period after a plan amendment, curtailment or settlement. Also required is any reduction in surplus, even amounts not previously recognized due to an asset ceiling limitation, to be recognized in profit or loss as part of past service cost or a gain or loss on settlement.	The company is reviewing the standard to determine the potential impact, if any.	January 1, 2019, applied prospectively.
IFRS 17, Insurance Contracts	Issued to replace IFRS 4, providing guidance for the recognition, measurement, presentation and disclosure of insurance contracts giving consideration to: substantive rights and obligations arising from a contract, law or regulation; enforceable rights and obligations in a contract; and whether contracts are written, oral or implied by customary business practices.	Although the company does not underwrite insurance contracts, all significant contracts will be reviewed under the scope of the standard to determine the potential impact, if any.	January 1, 2021, applied retrospectively with certain practical expedients available.

¹ Effective date for annual periods beginning on or after the stated date.

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Merger of Equals with Agrium

12 Months Ended

Dec. 31, 2017

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Merger of Equals with Agrium

Note 32 Merger of Equals with Agrium

Business Combination

Accounting Policies

Accounting Estimates and Judgments

Business combinations are recognized as follows: • Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. • Consideration for each acquisition is measured at the aggregate of the fair values of assets given, liabilities incurred or assumed, and equity instruments issued in exchange for control of the acquiree at the acquisition date. • The acquisition date is the date the company obtains control over the acquiree and is generally the day the purchase consideration transfers. • At the acquisition date, the identifiable assets acquired and liabilities assumed are recognized at their fair values with the exception of deferred taxes, employee benefit arrangements, replaced acquiree share-based payment awards and assets held for sale, where IFRS provides exceptions to recording amounts at fair value. • Acquisition-related costs are recognized in earnings as incurred. • On an acquisition-by-acquisition basis, non-controlling interest (if any) in the acquiree is recognized either at fair value or at the noncontrolling interest’s proportionate share of the acquiree’s net assets. • The excess of total consideration for each acquisition plus non-controlling interest in the acquiree, over the fair value of the identifiable net assets acquired, is recorded as goodwill. If the total consideration plus non-controlling interest is less than the fair value of the net assets acquired, a purchase gain is recognized in earnings. • If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, provisional amounts are recorded for the incomplete items. The measurement period is the period from the date of acquisition to the date complete information about facts and circumstances that existed as of the acquisition date is received, subject to a maximum of one year. Provisional amounts are retrospectively adjusted during the measurement period, or recognized as additional assets or liabilities to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date.

Estimation is required to allocate the purchase consideration to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed. Judgment is required to determine which entity is the acquirer in a merger of equals.

Supporting Information

On January 1, 2018, after receiving all required regulatory approvals, the company and Agrium combined their businesses in a merger of equals by becoming wholly owned subsidiaries of a new parent company named Nutrien. On January 2, 2018, the merged entity began trading on the Toronto Stock Exchange and New York Stock Exchange (NYSE) under the symbol NTR, and the shares of PotashCorp and Agrium were delisted. Shareholders of PotashCorp received 0.400 common shares of Nutrien for each PotashCorp share held and shareholders of Agrium received 2.230 common shares of Nutrien for each Agrium share held. The exchange ratios represent the respective closing share prices of each company’s common shares at market close on the NYSE on August 29, 2016, the last trading day prior to when the companies announced that they were in preliminary discussions regarding a merger of equals, which is consistent with the approximate 10-day and 60-day volume weighted average prices through that date. PotashCorp is the acquirer for accounting purposes, and as a result, the financial statements and related notes of Nutrien in 2018 and beyond will reflect the operations of Nutrien. Figures for 2017 and prior will reflect the operations of PotashCorp. The purchase consideration is approximately $16 billion.

Key dates of the Merger:

• September 11, 2016 - The company entered into an agreement with Agrium to combine their businesses under the Canada Business Corporations Act.

• November 3, 2016 - The plan of arrangement was approved by shareholders of both companies.

• November 7, 2016 - The Ontario Superior Court of Justice issued a final order approving the plan of arrangement.

• October 18, 2017 - Conditional approval was received from the Competition Commission of India, requiring PotashCorp to divest minority shareholdings in SQM, APC and ICL within a period of 18 months from the issuance of the order.

• November 6, 2017 - Agrium signed definitive asset sales agreements to divest its Conda phosphate and North Bend nitric acid operations intended to address United States regulatory concerns.

• November 7, 2017 - Approval was received from China’s Ministry of Commerce, conditioned on the divestiture of PotashCorp’s minority shareholdings in SQM and APC within 18 months, and ICL within nine months, from the closing of the Merger.

• December 27, 2017 - Clearance was received from the United States’ Federal Trade Commission conditional on certain divestitures by Agrium.

The sale of PotashCorp’s interest in ICL closed on January 24, 2018. Agrium completed the dispositions of certain operations on January 12, 2018, as required by the conditional approval of the Merger from the United States’ Federal Trade Commission.

The companies had previously received unconditional regulatory clearance from Canada, Brazil and Russia.

Agrium is a retail distributor of agricultural crop inputs, providing growers with fertilizer, crop protection products, seed, services and solutions. Agrium is also one of the largest manufacturers of fertilizer in the world producing and marketing all three major crop nutrients – nitrogen, potash and phosphate.

Nutrien is expected to be the largest crop nutrient company in the world, the third largest natural resource company in Canada, a low-cost producer of potash and high-quality nitrogen and phosphate, integrated with a leading global retail distribution platform.

Due to the timing of the Merger and the ongoing nature of the valuation process for Agrium’s global operations, the following fair values were not available as of February 20, 2018: tangible or intangible assets; liabilities incurred; contingent consideration; indemnification assets; gross contractual amounts receivable; contractual cash flows not expected to be collected; major classes of assets and liabilities; contingent liabilities; goodwill deductible for tax purposes; and transactions separately recognized from acquired assets and assumed liabilities, including acquisition-related costs.

On acquisition date, the fair value considerations of cash and receivables transferred to Nutrien were $466 and $2,424, respectively.

Goodwill is anticipated to be comprised of expected synergies from: bringing together world-class nutrient production assets and retail distribution, providing an integrated platform with multiple paths for growth; creating annual run-rate operating synergies; enhancing financial flexibility through the use of a strong balance sheet and improved cash flows, enabling the support of growth initiatives and shareholder returns; and leveraging best-in-class leadership and governance through the combination of two experienced teams that are focused on creating long-term value.

If the accounting acquisition of Agrium occurred on January 1, 2017, pro forma revenue and net earnings as at December 31, 2017 would have been $18,242 and $816, respectively. In accordance with IFRS, the final fair values are expected to be determined within 12 months from the acquisition date.

Contingent liabilities acquired but not recognized include:

Idaho phosphate mining and processing sites

• Nu-West Industries, Inc. (“Nu-West”), a wholly owned subsidiary of Agrium, has been working co-operatively with federal and state agencies on environmental remediation at existing and former phosphate mining and processing sites in Idaho. Nu-West has been notified of potential violations of federal and state statutes by US federal and state agencies. Depending on the site, Nu-West is in the investigation or risk assessment stage or has, for some sites, begun preliminary remediation work under agreements with the agencies. Completion of investigations, risk assessments or preliminary work will enable Nu-West and the agencies to determine what, if any, remediation work will be required. During 2016 and 2017, Nu-West completed substantial remedial construction and investigative fieldwork for certain of the Idaho sites. Results of the construction and site monitoring will determine future investigation and remediation requirements. In 2015, Nu-West received a Notice of Intent advising that trustees for US federal and state agencies will conduct a damage assessment at the Idaho phosphate mining and processing sites. Discussions with the trustees, including negotiation of the scope of future remediation, continued in 2017; the assessment may take many years to mature to a stage where the trustees assert a claim for damages.

Manitoba mining properties

• In 1996, Agrium acquired Viridian Inc. (“Viridian”). Viridian has retained certain liabilities associated with the Fox Mine - a closed mineral processing site near Lynn Lake, Manitoba. Viridian was amalgamated with Agrium in 2017. Agrium is currently treating water draining from the site to meet provincial downstream water quality standards. Agrium has substantially completed the investigation phase of remediation and is currently in discussions with the Province of Manitoba regarding remedial alternatives selection. Concurrence and approval from the Province of a remedial design are expected within the next 12-36 months. For this matter, we have not disclosed information about the amount accrued for site remediation because disclosure of such information would seriously prejudice our position in discussions with the Province. There were no significant developments in 2017.

Other events occurring after December 31, 2017 related to the Merger include:

Event	Location
Sale of ICL	Note 19, Page 91
Share-based compensation plan modifications	Note 27, Page 110
Acquisition of Agrichem	See below

On January 29, 2018, Nutrien announced the planned acquisition of Agrichem, a leading Brazilian specialty plant nutrition and plant health product company. The acquisition will be made in two tranches, with 80 percent of the business expected to be acquired by the end of March 2018. The remaining 20 percent of the business is expected to be acquired in 2019, with the price being based on 2018 earnings before interest, taxes, depreciation and amortization levels. Closing of the transaction is subject to regulatory approvals and satisfaction of customary conditions precedent.

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Comparative Figures

12 Months Ended

Dec. 31, 2017

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Comparative Figures

Note 33 Comparative Figures

In 2017, 2016 and 2015, prior period amounts classified as share of earnings of equity-accounted investees, dividend income and income tax recovery (expense) relating to discontinued operations, as described in Note 19, were reclassified from operating income and income tax recovery (expense) to net income from discontinued operations on the consolidated statements of income. The remaining immaterial amounts associated with continuing operations for share of earnings of equity-accounted investees, dividend income and impairment of available-for-sale investment were aggregated in other (expenses) income in Note 6. Transaction costs that were previously included in other (expenses) income were reported as a separate line item in the consolidated statements of income given their significance in Note 6. Impairment for available-for-sale investment of $10 in 2016 was combined with other long-term liabilities and miscellaneous in Note 10 as the amount was not considered significant.

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Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2017

Disclosure - Accounting Policies [Abstract]

Segment Information

Accounting Policies

Accounting Estimates and Judgments

Accounting policies of the segments are: • the same as those described in Note 2 and Note 31; and • measured in a manner consistent with the financial statements. Sales revenue is recognized when: • product is shipped; • the sale price and costs incurred or to be incurred can be measured reliably; and • collectibility is probable. Sales revenue is recorded and measured based on: • the FOB mine, plant, warehouse or terminal price (except for certain vessel sales or specific product sales that are shipped and recorded on a delivered basis); and • the fair value of the consideration received or receivable (net of any trade discounts and volume rebates allowed). Inter-segment sales are made under terms that approximate market value. Transportation costs are recovered from the customer through sales pricing.

Segments are determined based on reports, used to make strategic decisions, that are reviewed by the Chief Executive Officer, assessed to be the company’s chief operating decision-maker.

Cost of goods sold

Cost of goods sold is costs primarily incurred at, and charged to, an active producing facility.

Selling and administrative expenses

The primary components of selling and administrative expenses are compensation, other employee benefits, supplies, communications, travel, professional services and depreciation and amortization.

Income Taxes

Accounting Policies

The company operates in a specialized industry and in several tax jurisdictions. As a result, its income is subject to various rates of taxation. Taxation on items recognized in the statements of income, other comprehensive income (“OCI”) or contributed surplus is recognized in the same location as those items.

Taxation on earnings is comprised of current and deferred income tax.

Current income tax is:

Deferred income tax is:

• the expected tax payable on the taxable income for the year; • calculated using rates enacted or substantively enacted at the consolidated statements of financial position date in the countries where the company’s subsidiaries, held for sale investees and equity-accounted investees operate and generate taxable income; and • inclusive of any adjustment to income tax payable or recoverable in respect of previous years.

• recognized using the liability method; • based on temporary differences between financial statements’ carrying amounts of assets and liabilities and their respective income tax bases; and • determined using tax rates that have been enacted or substantively enacted by the statements of financial position date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

The realized and unrealized excess tax benefit from share-based payment arrangements is recognized in contributed surplus as current and deferred tax, respectively.

Uncertain income tax positions are accounted for using the standards applicable to current income tax liabilities and assets; i.e., both liabilities and assets are recorded when probable and measured at the amount expected to be paid to (recovered from) the taxation authorities using the company’s best estimate of the amount.

Deferred income tax is not accounted for:

• with respect to investments in subsidiaries and equity-accounted investees where the company is able to control the reversal of the temporary difference and that difference is not expected to reverse in the foreseeable future; and

• if arising from initial recognition of an asset or liability in a transaction, other than a business combination, that at the time of the transaction affects neither accounting nor taxable profit or loss.

Deferred income tax assets are reviewed at each statements of financial position date and amended to the extent that it is no longer probable that the related tax benefit will be realized.

Accounting Estimates and Judgments

Estimates and judgments to determine the company’s taxes are impacted by:

• the breadth of the company’s operations; and

• global complexity of tax regulations.

The final taxes paid, and potential adjustments to tax assets and liabilities, are dependent upon many factors including:

• negotiations with taxing authorities in various jurisdictions;

• outcomes of tax litigation; and

• resolution of disputes arising from federal, provincial, state and local tax audits.

Estimates and judgments are used to recognize the amount of deferred tax assets, which:

• includes the probability that future taxable profit will be available to use deductible temporary differences; and

• could be reduced if projected income is not achieved or increased if income previously not projected becomes probable.

Accounting Policies continued

Income tax assets and liabilities are offset when:

For current income taxes, the company has:	For deferred income taxes:
• a legally enforceable right 1 to offset the recognized amounts; and • the intention to settle on a net basis or realize the asset and settle the liability simultaneously.	• the company has a legally enforceable right to set off current tax assets against current tax liabilities; and • they relate to income taxes levied by the same taxation authority on either: (1) the same taxable entity; or (2) different taxable entities intending to settle current tax liabilities and assets on a net basis, or realize assets and settle liabilities simultaneously in each future period.2
1 For income taxes levied by the same taxation authority and the authority permits the company to make or receive a single net payment or receipt. 2 In which significant amounts of deferred tax liabilities or assets expected are to be settled or recovered.

Cash Flow

Accounting Policy

Highly liquid investments with a maturity of three months or less from the date of purchase are considered to be cash equivalents.

Trade Receivables

Accounting Policies

Trade receivables are recognized initially at fair value and subsequently measured at amortized cost less provision for impairment of trade accounts receivable. When a trade receivable is uncollectible, it is written off against the provision. Subsequent recoveries of amounts previously written off are credited to the consolidated statements of income.

Inventories

Accounting Policies
Inventories are valued monthly at the lower of cost and net realizable value. Costs, allocated to inventory using the weighted average cost method, include direct acquisition costs, direct costs related to the units of production and a systematic allocation of fixed and variable production overhead, as applicable. Net realizable value is based on:
For products and raw materials	For materials and supplies
• selling price of the finished product (in ordinary course of business); • less the estimated costs of completion; and • less the estimated costs to make the sale.	• replacement cost, considered to be the best available measure of net realizable value.
A writedown is recognized if carrying amount exceeds net realizable value, and may be reversed if the circumstances which caused it no longer exist.

Property, Plant and Equipment

Accounting Policies

Property, plant and equipment (which include certain mine development costs, pre-stripping costs and assets under construction) are carried at cost less accumulated depreciation and any recognized impairment loss. 

Cost includes all expenditures directly attributable to bringing the asset to the location and installing it in working condition for its intended use, including:

• income or expenses;¹

• a reduction for investment tax credits to which the company is entitled;

• additions, betterments and renewals; and

• borrowing costs during construction.²

Each component of an item of property, plant and equipment with a cost that is significant in relation to the item’s total cost is depreciated separately. When the cost of replacing part of an item of property, plant and equipment is capitalized, the carrying amount of the replaced part is derecognized. The cost of major inspections and overhauls is capitalized and depreciated over the period until the next major inspection or overhaul. Maintenance and repair expenditures that do not improve or extend productive life are expensed in the period incurred.

Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sale proceeds and the carrying amount of the asset, and is recognized in operating income.

¹  Derived from the necessity to bring an asset under construction to the location and condition necessary to be capable of operating in the manner and location intended.

²  The capitalization rate is based on the weighted average interest rate on all of the company’s outstanding third-party debt. Capitalization ceases when assets are substantially ready for their intended use.

Accounting Estimates and Judgments

Judgment involves determining:

• which costs are directly attributable (e.g., labor, overhead) and when income or expenses derived from an asset under construction are recognized as part of the asset cost;

• appropriate timing for cessation of cost capitalization¹, considering the circumstances and the industry in which the asset is to be operated, normally predetermined by management with reference to such factors as productive capacity;

• the appropriate level of componentization (for individual components for which different depreciation methods or rates are appropriate);

• which repairs and maintenance constitute major inspections and overhauls; and

• the appropriate life over which such costs should be amortized.

Certain mining and milling assets are depreciated using the units-of-production method based on the shorter of estimates of reserves or service lives. Pre-stripping costs are depreciated on a units-of-production basis over the ore mined from the mineable acreage stripped. Land is not depreciated. Other asset classes are depreciated on a straight-line basis.

The following estimated useful lives have been applied to the majority of property, plant and equipment assets as at December 31, 2017:

	Useful Life Range (years)		Weighted Average Useful Life (years) 3
Land improvements		8 to 69		38
Buildings and improvements		9 to 60		38
Machinery and equipment 2		3 to 60		25

Asset residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the depreciation period or method, as appropriate, and are treated as changes in accounting estimates.

The company assesses its existing assets and their depreciable lives in connection with the review of mine and plant operating plans at the end of each reporting period. When it is determined that assigned asset lives do not reflect the expected remaining period of benefit, prospective changes are made to their depreciable lives. Uncertainties are inherent in estimating reserve quantities, particularly as they relate to assumptions regarding future prices, the geology of the company’s mines, the mining methods used and the related costs incurred to develop and mine its reserves. Changes in these assumptions could result in material adjustments to reserve estimates, which could result in impairments or changes to depreciation expense in future periods, particularly if reserve estimates are reduced.

¹  Generally when the asset or asset under construction is substantially complete and in the location and condition necessary for it to be capable of operating in the manner intended by management.

²  Comprised primarily of plant equipment.

³  Weighted by carrying amount as at December 31, 2017.

Accounting policies, estimates and judgments related to impairment of long-lived assets are included within Note 31 on Page 121.

Intangible Assets and Goodwill

Accounting Policies

Accounting Estimates and Judgments

An intangible asset is recognized when it is: • reliably measurable; • identifiable (separable or arises from contractual rights); • probable that expected future economic benefits will flow to the company; and • controllable by the company. Intangible assets are recorded initially at cost, including development and applicable employee costs, and relate primarily to: • production and technology rights; • contractual customer relationships; • computer software; • goodwill; and • computer software and other developed projects (internally generated). The following expenses are never recognized as an asset in current or subsequent periods: • costs to maintain software programs; and • development costs previously recognized as an expense. Amortization is recognized in net income as an expense related to the function of the intangible asset. Useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. All business combinations are accounted for using the acquisition method. Identifiable intangible assets are recognized separately from goodwill. Goodwill is carried at cost, is no longer amortized and represents the excess of the cost of an acquisition over the fair value of the company’s share of the net identifiable assets of the acquired subsidiary or equity method investee at the date of acquisition. Separately recognized goodwill is carried at cost less accumulated amortization (recognized prior to 2002) and impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Judgment is applied to determine non-tangible expenditures eligible for capitalization. Estimation is applied to determine expected useful lives used in the straight-line amortization of intangible assets with finite lives. Changes in accounting estimates can result from changes in useful life or the expected pattern of consumption of an asset (taken into account by changing the amortization period or method, as appropriate). Goodwill is allocated to CGUs or groups of CGUs for the purpose of impairment testing based on the level at which it is monitored by management, and not at a level higher than an operating segment. The allocation is made to those CGUs or groups of CGUs expected to benefit from the business combination in which the goodwill arose.

Derivative instruments

Accounting Policies	Accounting Estimates and Judgments
Derivative financial instruments are used to lock in commodity prices, exchange rates and interest rates. Contracts to buy or sell a non-financial item 1 are recognized at fair value on the consolidated statements of financial position where appropriate. For designated and qualified cash flow hedges: • the effective portion of the change in the fair value of the derivative is accumulated in OCI until the variability in cash flows being hedged is recognized in net income in future accounting periods; and • the ineffective portions of hedges are recorded in net income in the current period. The change in fair value of derivative instruments, not designated or not qualified as hedges, is recorded in net income in the current period. The company’s policy is not to use derivative instruments for trading or speculative purposes. The company may choose not to designate a qualifying derivative instrument in an economic hedging relationship as an accounting hedge. For natural gas derivative instruments designated as accounting hedges, the company formally documents: • all relationships between hedging instruments and hedged items; • its risk management objective and strategy for undertaking the hedge transaction; and • the linkage of derivatives to specific assets and liabilities or to specific firm commitments or forecast transactions. The company also assesses whether the natural gas derivatives used in hedging transactions are expected to be or were highly effective, both at the hedge’s inception and on an ongoing basis, in offsetting changes in fair values of hedged items. Hedge effectiveness related to the company’s natural gas hedges is assessed on a prospective and retrospective basis using regression analyses. A hedging relationship is terminated if: • the hedge ceases to be effective; • the underlying asset or liability being hedged is derecognized; or • the derivative instrument is no longer designated as a hedging instrument. In such instances, the difference between the fair value and the accrued value of the hedging derivatives upon termination is deferred and recognized in net income on the same basis that gains, losses, revenue and expenses of the previously hedged item are recognized. If a cash flow hedging relationship is terminated because it is no longer probable that the anticipated transaction will occur, then the net gain or loss accumulated in OCI is recognized in current period net income.	Uncertainties, estimates and use of judgment include the assessment of contracts as derivative instruments and for embedded derivatives, application of hedge accounting and valuation of derivatives at fair value (discussed further in Note 29). For derivatives or embedded derivatives, the most significant area of judgment is whether the contract can be settled net, one of the criteria in determining whether a contract for a non-financial asset is considered a derivative and accounted for as such. Judgment is also applied in determining whether an embedded derivative is closely related to the host contract, in which case bifurcation and separate accounting are not necessary. The process to test effectiveness and meet stringent documentation standards requires the application of judgment and estimation.
1 Can be settled net in cash or another financial instrument, or by exchanging financial instruments, as if the contracts were financial instruments (except contracts that were entered into and continue to be held for the purpose of the receipt or delivery of a non-financial item in accordance with expected purchase, sale or usage requirements).

Provisions for Asset Retirement, Environmental and Other Obligations

Accounting Policies	Accounting Estimates and Judgments
Provisions are recognized when: • there is a present legal or constructive obligation as a result of past events; • it is probable an outflow of resources will be required to settle the obligation; and • the amount has been reliably estimated. Provisions are not recognized for costs that need to be incurred to operate in the future or expected future operating losses. The company recognizes provisions for termination benefits at the earlier of when it can no longer withdraw the offer of the termination benefits and when it recognizes any related restructuring costs. Provisions are measured at the present value of the cash flow 1 expected to be required to settle the obligation.	Estimates for provisions take into account: • most provisions will not be settled for a number of years; • environmental laws and regulations and interpretations by regulatory authorities could change or circumstances affecting the company’s operations could change, either of which could result in significant changes to current plans; and • the nature, extent and timing of current and proposed reclamation and closure techniques in view of present environmental laws and regulations.
1 Using a pre-tax risk-free discount rate that reflects current market assessments of the time value of money and the risks specific to the timing and jurisdiction of the obligation.

Accounting Policies continued
Environmental costs related to current operations are:
	Capitalized as an asset, if	Expensed, if	Recorded as a provision, when
	• property life is extended; • capacity is increased; • contamination from future operations is mitigated or prevented; or • related to legal or constructive asset retirement obligations.	• related to existing conditions caused by past operations; and • they do not contribute to current or future revenue generation.	• environmental remedial efforts are likely; and • the costs can be reasonably estimated. The company uses the most current information available, including similar past experiences, available technology, regulations in effect, the timing of remediation, and cost-sharing arrangements.
The company recognizes provisions for decommissioning obligations (also known as asset retirement obligations) primarily related to mining and mineral activities. The major categories of asset retirement obligations are: • reclamation and restoration costs at its potash and phosphate mining operations, including management of materials generated by mining and mineral processing, such as various mine tailings and gypsum; • land reclamation and revegetation programs; • decommissioning of underground and surface operating facilities; • general cleanup activities aimed at returning the areas to an environmentally acceptable condition; and • post-closure care and maintenance. The present value of a liability for a decommissioning obligation is recognized in the period in which it is incurred if a reasonable estimate can be made. The associated costs are: • capitalized as part of the carrying amount of any related long-lived asset and then amortized over its estimated remaining useful life; • recorded as inventory; or • expensed in the period. The best estimate of the amount required to settle the obligation is reviewed at the end of each reporting period and updated to reflect changes in the discount and foreign exchange rates and the amount or timing of the underlying cash flows. When there is a change in the best estimate, an adjustment is recorded against the carrying amount of the provision and any related asset, and the effect is then recognized in net income over the remaining life of the asset. The increase in the provision due to the passage of time is recognized as a finance cost. A gain or loss may be incurred upon settlement of the liability.

Accounting Estimates and Judgments continued

It is reasonably possible that the ultimate costs could change in the future and that changes to these estimates could have a material effect on the company’s consolidated financial statements.

Estimates for asset retirement obligation costs depend on the development of environmentally acceptable closure and post-closure plans. In some cases, this may require significant research and development to identify preferred methods for such plans that are economically sound and that, in most cases, may not be implemented for several decades. The company uses appropriate technical resources, including outside consultants, to develop specific site closure and post-closure plans in accordance with the requirements of the various jurisdictions in which it operates. Other than certain land reclamation programs, settlement of the obligations is typically correlated with mine life estimates.

Non-current Assets Held for Sale and Discontinued Operations

Investments Held for Sale and Discontinued Operations

Accounting Policies

Accounting Estimates and Judgments

The company classifies assets and liabilities as held for sale if it is highly probable that the carrying value will be recovered through a sale transaction within one year rather than through continuing use. The company’s significant policies include: • cessation of equity accounting for associates and joint ventures at the date the investments were classified as held for sale; • measurement of assets at the lower of carrying amount and fair value less costs to sell, with the exception of financial assets (including investments classified as available-for-sale); • recognition of impairment losses on the statement of operations for equity-accounted investees when fair value less costs to sell is below the carrying amount; • reversal of impairment losses for equity-accounted investees if the recoverable amount subsequently exceeds the carrying amount; • unrealized gains and losses on remeasurement of available-for-sale investments are recorded, net of related income taxes, to OCI; • dividends received are recorded on the statement of operations; and • discontinued operations represent a component of the company’s business that either has been disposed of, or is classified as held for sale, and represents a separate major line of business or geographic area of operations or is a part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations.

Estimation is used to determine fair value less cost to sell. Judgment is used in determining if objective evidence of impairment exists, and if so, the amount of impairment. Judgment is used to assess highly probable and the date when equity accounting ceases. Judgment is also used in determining if the discontinued operations are a component of the company.

Investments in Equity-Accounted Investees

Investments in Equity-Accounted Investees

Accounting Policies

Accounting Estimates and Judgments

Investments in which the company exercises significant influence (but does not control) are accounted for using the equity method. Significant influence is the power to participate in the financial and operating policy decisions of the investee. Such investees that are not jointly controlled are referred to as associates. All investees the company jointly controls are classified and accounted for as joint ventures, which are also accounted for using the equity method. These associates and joint ventures follow similar accounting principles and policies to PotashCorp. The company’s significant policies include: • its proportionate share of any net income or losses from investees, and any gain or loss on disposal, are recorded in net income; • its proportionate share of post-acquisition movements in OCI is recognized in the company’s OCI; • the cumulative post-acquisition movements in net income and OCI are adjusted against the carrying amount of the investment; dividends received reduce the carrying amount of the company’s investment; • an impairment test is performed when there is objective evidence of impairment, such as significant adverse changes in the environment in which the equity-accounted investee operates or a significant or prolonged decline in the fair value of the investment below its carrying amount. An impairment loss is recorded when the recoverable amount1 becomes lower than the carrying amount; and • impairment losses are reversed if the recoverable amount subsequently exceeds the carrying amount. 1 The higher of value in use and fair value less costs to sell.

Judgment is necessary in determining when significant influence (power to participate in the financial and operating policy decisions of the investee but not control or joint control over those policies) exists. Judgment is also used in determining if objective evidence of impairment exists, and if so, the amount of impairment.

Available-for-Sale Investments

Available-for-Sale Investments

Accounting Policies

Accounting Estimates and Judgments

The fair value of investments designated as available-for-sale is recorded in the consolidated statements of financial position, with unrealized gains and losses, net of related income taxes, recorded in AOCI. The company’s significant policies include: • the cost of investments sold is based on the weighted average method; • realized gains and losses on these investments are removed from AOCI and recorded in net income; and • the company assesses at the end of each reporting period whether there is objective evidence of impairment. A significant or prolonged decline in the fair value of the investment below its cost would be evidence that the asset is impaired. If objective evidence of impairment exists, the impaired amount (i.e., the unrealized loss) is recognized in net income; any subsequent reversals of a previous impairment would be recognized in OCI and not net income. Any subsequent decline in the fair value below the carrying amount at the impairment date would represent a further impairment to be recognized in net income. See Note 29 for a description of how the company determines fair value for its investments.

The company’s 22 percent ownership of Sinofert does not constitute significant influence and its investment is therefore accounted for as available-for-sale. The determination of when an investment is impaired, and if so, the amount of impairment, requires judgment. In making this judgment, the company evaluates, among other factors, the duration and extent to which the fair value of the investment is less than its cost at each reporting period-end.

Long-Term Debt

Accounting Policy

Issue costs of long-term debt obligations are capitalized to long-term obligations and are amortized to expense over the term of the related liability using the effective interest method.

Commitments

Accounting Policies

Accounting Estimates and Judgments

Leases entered into are classified as either finance or operating leases. Leases that transfer substantially all of the risks and rewards of ownership of property to the company are accounted for as finance leases. They are capitalized at the commencement of the lease at the lower of the fair value of the leased property and the present value of the minimum lease payments. Property acquired under a finance lease is depreciated over the shorter of the period of expected use on the same basis as other similar property, plant and equipment and the lease term. Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Rental payments under operating leases are expensed in net income on a straight-line basis over the period of the lease.

The company is party to various leases, including leases for railcars and vessels. Judgment is required in considering a number of factors to ensure that leases to which the company is party are classified appropriately as operating or financing. Such factors include whether the lease term is for the major part of the asset’s economic life and whether the present value of minimum lease payments amounts to substantially all of the fair value of the leased asset. Substantially all of the leases to which the company is party have been classified as operating leases.

Guarantees

Accounting Policies

General guarantees are not recognized in the consolidated statements of financial position but are disclosed and include:

• contracts or indemnifications that contingently require the guarantor to make payments based on changes in an underlying;

• contracts that contingently require payments to a guaranteed party based on another entity’s failure to perform under an agreement; and

• an indirect guarantee of the indebtedness of another party.

A financial guarantee contract requires the issuer to make payments to reimburse the holder for a loss it incurs because a debtor fails to make payment when due. A financial guarantee contract is recognized as a financial instrument in the consolidated statements of financial position when the company becomes party to the contract.

Defined Benefit Plans

Defined Benefit Plans

Accounting Policies	Accounting Estimates and Judgments
For employee retirement and other defined benefit plans: • accrued liabilities are recorded net of plan assets; • costs 1 are actuarially determined on a regular basis using the projected unit credit method; • net interest is based on the discount rate used to measure plan obligations or assets at the beginning of the annual period;	Estimates and judgments are required to determine discount rates, health care cost trend rates, projected salary increases, retirement age, longevity and termination rates. These assumptions are determined by management and are reviewed annually by the company’s independent actuaries.

Accounting Policies continued	Accounting Estimates and Judgments continued
• past service cost is recognized in net income at the earlier of when i) a plan amendment or curtailment occurs; or ii) related restructuring costs or termination benefits are recognized; • net interest is presented within finance costs; and • other components of costs are presented within cost of goods sold or selling and administrative expenses, as applicable. Remeasurements, recognized immediately in OCI in the period they occur, are comprised of actuarial gains and losses, return on plan assets (excluding amounts included in net interest) and the effect of the asset ceiling (if applicable). When a plan amendment occurs before a settlement, the company recognizes past service cost before any gain or loss on settlement.	The company’s discount rate assumption is impacted by: • the weighted average interest rate at which each pension and other post-retirement plan liability could be effectively settled at the measurement date; • country specific rates; and • the use of a yield curve approach.2
	2 Based on the respective plans’ demographics, expected future pension benefits and medical claims, payments are measured and discounted to determine the present value of the expected future cash flows. The cash flows are discounted using yields on high-quality AA-rated non-callable bonds with cash flows of similar timing where there is a deep market for such bonds. Where the company does not believe there is a deep market for such bonds (such as for terms in excess of 10 years in Canada), the cash flows are discounted using a yield curve derived from yields on provincial bonds rated AA or better to which a spread adjustment is added to reflect the additional risk of corporate bonds. For Trinidad plans, the cash flows are discounted using yields on local market government bonds with cash flows of similar timing. The resulting rates are used by the company to determine the final discount rate.
1 Including service costs, past service costs, gains and losses on curtailments and settlements, net interest and remeasurements.

Defined contribution plan

Accounting Policy

Defined contribution plan costs are recognized in net income for services rendered by employees during the period.

Share-Based Compensation

Accounting Policies

Accounting Estimates and Judgments

The accounting for share-based compensation plans is fair value-based. The grant date is the date the company and the employee have a shared understanding of the terms and conditions of the arrangement, at which time the company confers on the employee the right to cash equity instruments, provided the specified vesting conditions, if any, are met. For those awards with performance conditions that determine the number of options or units to which employees will be entitled, measurement of compensation cost is based on the company’s best estimate of the outcome of the performance conditions. For plans settled through the issuance of equity: • fair value for stock options is determined on grant date using the Black-Scholes-Merton option-pricing model; • fair value for PSUs is determined on grant date by projecting the outcome of performance conditions; • compensation expense is recorded over the period the plans vest (corresponding increase to contributed surplus); • forfeitures are estimated throughout the vesting period based on past experience and future expectations, and adjusted upon actual vesting; and • when exercised, the proceeds and amounts recorded in contributed surplus are recorded in share capital. For plans settled in cash or other assets: • a liability is recorded based on the fair value of the awards each period; • expense accrues from the grant date over the vesting period; and • fluctuations in fair value of the award and related compensation expense are recognized in the period the fluctuation occurs.

Judgment involves determining: • at which date the company and employee agree to a share-based payment award, and hence what the grant date is; and • the fair value of share-based compensation awards at the grant date. Estimation involves determining: • stock option pricing model assumptions described in the weighted average assumptions table below; • the number of stock option awards expected to be forfeited; • the projected outcome of performance conditions for PSUs, including the relative ranking of the company’s total shareholder return, including expected dividends, compared with a specified peer group using a Monte Carlo simulation option-pricing model and forecasting the company’s cash flow return on investment compared with its weighted average cost of capital. Actual results may significantly differ from these estimates; and • the number of dividend equivalent units expected to be earned. Prior to a POP award vesting, assumptions regarding vesting are made during the first three years based on the relevant actual and/or forecast financial results. As at December 31, 2017, the awards under the 2015 POP were expected to vest at 52 percent. PSUs vest based on the achievement of performance metrics over performance periods ranging from one to three years. Changes to vesting assumptions may change based on non-market vesting conditions at the end of each reporting period. As at December 31, 2017, the 2017 and 2016 PSUs were expected to vest at 79 percent and 59 percent, respectively. See under PSUs on the next page for more information. Changes to vesting assumptions are reflected in earnings immediately for compensation cost already recognized.

Related Party Transactions

Accounting Policies

A person or entity is considered a related party if it is:

• an associate or joint venture of PotashCorp;

• a member of key management personnel (and their families), which are the company’s directors and executive officers as disclosed in its 2017 Annual Information Form and 2016 and 2015 Annual Reports on Form 10-K, as applicable;

• a post-employment benefit plan for the benefit of PotashCorp employees; or

• a person that has significant influence over PotashCorp.

Financial Instruments and Related Risk Management

Accounting Policies

Accounting Estimates and Judgments

Financial assets and financial liabilities are recognized as follows: • initially in the consolidated statements of financial position at fair value (normally the transaction price) and adjusted for transaction costs (recognized immediately in net income for financial instruments at fair value through profit or loss); • regular way purchases and sales of financial assets are accounted for on the trade date; and • financial instruments recorded at fair value on an ongoing basis are remeasured at each reporting date and changes in the fair value are recorded in either net income or OCI. Financial assets and financial liabilities are offset and the net amount is presented in the statements of financial position when the company: • currently has a legally enforceable right to offset the recognized amounts; and • intends either to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.

Judgment is required to determine whether the right to offset is legally enforceable.

Contingencies

Accounting Policies

Accounting Estimates and Judgments

Generally, a contingent liability arises from past events and is: • a possible obligation whose existence will be confirmed only by one or more uncertain future events or non-events outside the control of the company; or • a present obligation not recognized because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability. Contingent liabilities are not recognized in the financial statements but are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. Where the company is jointly and severally liable for an obligation, the part of the obligation that is expected to be met by other parties is treated as a contingent liability. A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the company. Contingent assets are not recognized in the financial statements and are only disclosed where an inflow of economic benefits is probable.

The following judgments are required to determine the company’s exposure to possible losses and gains related to environmental matters and other various claims and lawsuits pending: • prediction of the outcome of uncertain events (i.e., being virtually certain, probable, remote or undeterminable); • determination of whether recognition or disclosure in the consolidated financial statements is required; and • estimation of potential financial effects. Where no amounts are recognized, such amounts are contingent and disclosure may be appropriate. While the amount disclosed in the consolidated financial statements may not be material, the potential for large liabilities exists and therefore these estimates could have a material impact on the company’s consolidated financial statements.

Principles of Consolidation

Topic	Accounting Policies	Accounting Estimates and Judgments 1
Principles of Consolidation	These consolidated financial statements include the accounts of the company and entities controlled by it (its subsidiaries). Control is achieved by having each of: • power over the investee via existing rights that give the company the current ability to direct the relevant activities of the investee; • exposure, or rights, to variable returns from involvement with the investee; and • the ability for the company to use its power over the investee to affect the amount of the company’s returns. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the company controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the company. They are deconsolidated from the date that control ceases.	Judgment involves: • assessing control, including if the company has the power to direct the relevant activities of the investee; and • determining the relevant activities and which party controls them.

Topic	Accounting Policies				Accounting Estimates and Judgments 1
Principles of Consolidation continued	Principal (wholly owned) Operating Subsidiaries:	Location		Principal Activity	Consideration is given to: • voting rights; • the relative size and dispersion of the voting rights held by other shareholders; • the extent of participation by those shareholders in appointing key management personnel or board members; • the right to direct the investee to enter into transactions for the company’s benefit; and • the exposure, or rights, to variability of returns from the company’s involvement with the investee.
	• PCS Sales (Canada) Inc.		Canada	Marketing and sales of the company’s products
	• PCS Sales (USA), Inc.		United States	Marketing and sales of the company’s products
	• PCS Phosphate Company, Inc. (“PCS Phosphate”) – PCS Purified Phosphates		United States	Mining and/or processing of phosphate products in the states of North Carolina, Illinois, Missouri and Nebraska
	• White Springs Agricultural Chemicals, Inc. (“White Springs”)		United States	Mining and processing of phosphate products in the state of Florida
	• PCS Nitrogen Fertilizer, L.P.		United States	Production of nitrogen products in the states of Georgia and Louisiana, and of phosphate products in the state of Louisiana
	• PCS Nitrogen Ohio, L.P.		United States	Production of nitrogen products in the state of Ohio
	• PCS Nitrogen Trinidad Limited		Trinidad	Production of nitrogen products in Trinidad
	• PCS Cassidy Lake Company		Canada	Brine pumping operations for the company’s New Brunswick operation
	Intercompany balances and transactions are eliminated on consolidation.

Long-Lived Asset Impairment

Long-Lived Asset Impairment

At the end of each reporting period, the company reviews conditions potentially impacting the carrying amounts of both its long-lived assets to be held and used and its identifiable intangible assets with finite lives to determine whether there is any indication that they have suffered an impairment loss. When such indicators exist, impairment testing is performed. Regardless, goodwill is tested at least annually (typically in the second quarter).   For assessing impairment, assets are grouped at the smallest levels for which there are separately identifiable cash inflows that are largely independent of the cash inflows from other assets or groups of assets (this can be at the asset or CGU level).   Where impairment indicators exist for the asset or CGU:   • the recoverable amount is estimated (the recoverable amount is the higher of fair value less costs to sell and value in use);   • to assess value in use, the estimated future cash flows are discounted to their present value (using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU for which the estimates of future cash flows have not been adjusted);   • the impairment loss is the amount by which the carrying amount exceeds its recoverable amount; and   • the impairment loss is allocated first to reduce the carrying amount of any related goodwill and then pro rata to each asset in the unit (on the basis of the carrying amount).   Non-financial assets, other than goodwill, that previously suffered an impairment loss are reviewed at each reporting date for possible reversal of the impairment. Judgment involves:   • identifying the appropriate asset or CGU;   • determining the appropriate discount rate for assessing value in use; and   • making assumptions about future sales, margins and market conditions over the long-term life of the assets or CGUs.   The company cannot predict if an event that triggers impairment will occur, when it will occur or how it will affect reported asset amounts. It is reasonably possible that the amounts reported for asset impairments could be different if different assumptions were used or if market and other conditions change. The changes could result in non-cash charges that could materially affect the company’s consolidated financial statements.   Impairments were recognized during 2017 and 2016 as shown in Note 13.

Fair Value Measurements

Topic	Accounting Policies			Accounting Estimates and Judgments 1
Fair Value Measurements	Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. Fair value measurements are categorized into levels based on the degree to which inputs are observable and their significance:			Fair values estimates: • are at a point-in-time and may change in subsequent reporting periods due to market conditions or other factors; • can be determined using multiple methods, which can cause values (or a range of reasonable values) to differ; and • may require assumptions about costs/prices over time, discount and inflation rates, defaults and other relevant variables.
	Level 1	Level 2	Level 3
	Unadjusted quoted prices (in active markets accessible at the measurement date for identical assets or liabilities).	Quoted prices (in markets that are not active or based on inputs that are observable for substantially the full term of the asset or liability).	Prices or valuation techniques that require inputs that are both unobservable and significant to the overall measurement.
				Determination of the level hierarchy is based on the company’s assessment of the lowest level input that is significant to the fair value measurement and is subject to estimation and judgment.

Prepaid Expenses

Prepaid Expenses Freight, transportation and distribution costs related to product inventory stored at warehouse and terminal facilities are classified as prepaid expenses. Not applicable.

Restructuring Charges

Restructuring Charges    

Plant shutdowns, sales of business units or other corporate restructurings may trigger restructuring costs. Incremental costs for employee termination, contract termination and other exit costs are recognized as a liability and an expense when:   • a detailed formal plan for restructuring has been demonstrably committed to;   • withdrawal is without realistic possibility; and   • a reliable estimate can be made. Restructuring activities are complex, can take several months to complete and usually involve reassessing estimates throughout the process.

Foreign Currency Transactions

Foreign Currency Transactions

Items included in the consolidated financial statements of the company and each of its subsidiaries are measured using the currency of the primary economic environment in which the individual entity operates (“the functional currency”).   Foreign currency transactions are generally translated to US dollars at the average exchange rate for the previous month. Monetary assets and liabilities are translated at period-end exchange rates. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies, are recognized and presented in the consolidated statements of income within other (expenses) income, as applicable, in the period in which they arise.   Non-monetary assets and liabilities carried at fair value are translated using the exchange rate at the date when the fair value is determined and translation differences are recognized as part of changes in fair value. Translation differences on non-monetary financial assets such as investments in equity securities classified as available-for-sale are included in OCI. Non-monetary assets measured at historical cost are translated at the average monthly exchange rate prevailing at the time of the transaction, unless the exchange rate in effect on the date that the transaction occurred is available and it is apparent that such rate is a more suitable measurement. The consolidated financial statements are presented in United States dollars (“US dollars”), which was determined to be the functional currency of the company and the majority of its subsidiaries.

Business Combination

Accounting Policies

Accounting Estimates and Judgments

Business combinations are recognized as follows: • Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. • Consideration for each acquisition is measured at the aggregate of the fair values of assets given, liabilities incurred or assumed, and equity instruments issued in exchange for control of the acquiree at the acquisition date. • The acquisition date is the date the company obtains control over the acquiree and is generally the day the purchase consideration transfers. • At the acquisition date, the identifiable assets acquired and liabilities assumed are recognized at their fair values with the exception of deferred taxes, employee benefit arrangements, replaced acquiree share-based payment awards and assets held for sale, where IFRS provides exceptions to recording amounts at fair value. • Acquisition-related costs are recognized in earnings as incurred. • On an acquisition-by-acquisition basis, non-controlling interest (if any) in the acquiree is recognized either at fair value or at the noncontrolling interest’s proportionate share of the acquiree’s net assets. • The excess of total consideration for each acquisition plus non-controlling interest in the acquiree, over the fair value of the identifiable net assets acquired, is recorded as goodwill. If the total consideration plus non-controlling interest is less than the fair value of the net assets acquired, a purchase gain is recognized in earnings. • If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, provisional amounts are recorded for the incomplete items. The measurement period is the period from the date of acquisition to the date complete information about facts and circumstances that existed as of the acquisition date is received, subject to a maximum of one year. Provisional amounts are retrospectively adjusted during the measurement period, or recognized as additional assets or liabilities to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date.

Estimation is required to allocate the purchase consideration to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed. Judgment is required to determine which entity is the acquirer in a merger of equals.

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Segment Information (Tables)

12 Months Ended

Dec. 31, 2017

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Summary of Financial Information on Segments

Supporting Information Financial information on each of these segments is summarized in the following tables:																15% Gross margin as a percentage of sales earned from all nutrients in 2017 (unaudited)
2017	Potash			Nitrogen			Phosphate			All Others			Consolidated
Sales – third party	$	1,868		$	1,395		$	1,284		$	–		$	4,547
Freight, transportation and distribution – third party		(235	)		(129	)		(173	)		–			(537	)
Net sales – third party		1,633			1,266			1,111			–
Cost of goods sold – third party		(848	)		(1,046	)		(1,441	)		–			(3,335	)
Margin (cost) on inter-segment sales 1		–			36			(36	)		–			–
Gross margin		785			256			(366	)		–			675
Items included in cost of goods sold, selling and administrative expenses or other expenses:
Depreciation and amortization		(232	)		(203	)		(220	)		(37	)		(692	)
Impairment of property, plant and equipment (Note 13)		–			–			(305	)		–			(305	)
Assets 2		9,756			2,577			1,938			2,727			16,998
Cash outflows for additions to property, plant and equipment		219			239			185			8			651

¹ Inter-segment net sales were $74.

² Included in the total assets relating to the All Others segment are $1,858 relating to the investments held for sale as described in Note 19.

2016	Potash			Nitrogen			Phosphate			All Others			Consolidated
Sales – third party	$	1,630		$	1,467		$	1,359		$	–		$	4,456
Freight, transportation and distribution – third party		(250	)		(122	)		(163	)		–			(535	)
Net sales – third party		1,380			1,345			1,196			–			–
Cost of goods sold – third party		(943	)		(1,016	)		(1,132	)		–			(3,091	)
Margin (cost) on inter-segment sales 1		–			32			(32	)		–			–
Gross margin		437			361			32			–			830
Items included in cost of goods sold, selling and administrative expenses or other expenses:
Depreciation and amortization		(216	)		(213	)		(223	)		(43	)		(695	)
Share of Canpotex’s Prince Rupert project exit costs		(33	)		–			–			–			(33	)
Termination benefit costs		(32	)		–			–			–			(32	)
Impairment of property, plant and equipment (Note 13)		–			–			(47	)		–			(47	)
Assets		9,795			2,515			2,306			2,639			17,255
Cash outflows for additions to property, plant and equipment		342			263			216			72			893

¹ Inter-segment net sales were $62.

2015	Potash			Nitrogen			Phosphate			All Others			Consolidated
Sales – third party	$	2,543		$	1,960		$	1,776		$	–		$	6,279
Freight, transportation and distribution – third party		(214	)		(101	)		(173	)		–			(488	)
Net sales – third party		2,329			1,859			1,603			–
Cost of goods sold – third party		(1,007	)		(1,210	)		(1,305	)		–			(3,522	)
Margin (cost) on inter-segment sales 1		–			57			(57	)		–			–
Gross margin		1,322			706			241			–			2,269
Items included in cost of goods sold, selling and administrative expenses or other expenses:
Depreciation and amortization		(214	)		(198	)		(240	)		(33	)		(685	)
Assets		9,772			2,563			2,367			2,767			17,469
Cash outflows for additions to property, plant and equipment		537			398			202			80			1,217

¹ Inter-segment net sales were $87.

Summary of Financial Information by Geographical Area

Financial information by geographic area is summarized in the following tables:

	Country of Origin
2017	Canada		United States		Trinidad		Other		Consolidated
Sales to customers outside the company
Canada	$	95	$	194	$	–	$	–	$	289
United States		784		1,657		274		–		2,715
Canpotex 1		988		–		–		–		988
Mexico		–		76		9		–		85
Trinidad		–		–		132		–		132
Brazil		1		26		–		–		27
Colombia		–		12		36		–		48
Other Latin America		–		26		42		–		68
India		–		97		7		–		104
Other		–		10		81		–		91
	$	1,868	$	2,098	$	581	$	–	$	4,547
Non-current assets 2	$	9,501	$	3,259	$	554	$	6	$	13,320

¹ Canpotex’s 2017 sales volumes were made to: Latin America 30%, China 18%, India 12%, Other Asian markets 33%, other markets 7% (Note 28).

² Includes non-current assets other than financial instruments, equity-accounted investees, deferred tax assets and post-employment benefit assets.

	Country of Origin
2016	Canada		United States		Trinidad		Other		Consolidated
Sales to customers outside the company
Canada	$	97	$	129	$	–	$	–	$	226
United States		752		1,820		314		–		2,886
Canpotex 1		778		–		–		–		778
Mexico		–		91		7		–		98
Trinidad		–		–		115		–		115
Brazil		2		39		–		–		41
Colombia		–		6		29		–		35
Other Latin America		1		22		45		–		68
India		–		138		–		–		138
Other		–		15		56		–		71
	$	1,630	$	2,260	$	566	$	–	$	4,456
Non-current assets 2	$	9,534	$	3,532	$	597	$	14	$	13,677

¹ Canpotex’s 2016 sales volumes were made to: Latin America 33%, China 16%, India 9%, Other Asian markets 36%, other markets 6% (Note 28).

² Includes non-current assets other than financial instruments, equity-accounted investees, deferred tax assets and post-employment benefit assets.

	Country of Origin
2015	Canada		United States		Trinidad		Other		Consolidated
Sales to customers outside the company
Canada	$	119	$	175	$	–	$	–	$	294
United States		913		2,299		506		–		3,718
Canpotex 1		1,346		–		–		–		1,346
Mexico		2		98		–		–		100
Trinidad		–		–		259		–		259
Brazil		65		61		–		–		126
Colombia		37		17		35		–		89
Other Latin America		61		39		53		–		153
India		–		144		–		–		144
Other		–		24		26		–		50
	$	2,543	$	2,857	$	879	$	–	$	6,279
Non-current assets 2	$	9,472	$	3,472	$	625	$	16	$	13,585

¹ Canpotex’s 2015 sales volumes were made to: Latin America 30%, China 20%, India 9%, Other Asian markets 34%, other markets 7% (Note 28).

² Includes non-current assets other than financial instruments, equity-accounted investees, deferred tax assets and post-employment benefit assets.

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Nature of Expenses (Tables)

12 Months Ended

Dec. 31, 2017

Text block1 [abstract]

Summary of Detailed Information About Expenses by Nature

Expenses by nature were comprised of:

	Cost of Goods Sold						Other						Total
	2017		2016		2015		2017		2016 3		2015 3		2017		2016 3		2015 3
Depreciation and amortization	$	655	$	652	$	652	$	37	$	43	$	33	$	692	$	695	$	685
Employee costs 1		563		575		566		113		93		90		676		668		656
Energy and fuel		389		358		452		–		–		–		389		358		452
Freight		–		–		–		372		367		345		372		367		345
Impairment of property, plant and equipment (Note 13)		305		47		–		–		–		–		305		47		–
Raw materials 2
Natural gas – feedstock		260		250		359		–		–		–		260		250		359
Sulfur		143		151		236		–		–		–		143		151		236
Ammonia		103		92		114				–		–		103		92		114
Natural gas hedge loss		55		77		89		–		–		–		55		77		89
Reagents		77		76		87		–		–		–		77		76		87
Other raw materials		107		110		131		–		–		–		107		110		131
Contract services		255		256		305		–		–		–		255		256		305
Supplies		238		258		289		–		–		–		238		258		289
Railcar and vessel costs		–		–		–		102		106		86		102		106		86
Transaction costs		–		–		–		84		18		–		84		18		–
Off-site warehouse costs		–		–		–		47		47		47		47		47		47
Property and other taxes		40		39		38		–		–		–		40		39		38
Royalties		39		38		69		–		–		–		39		38		69
Products purchased for resale		18		1		58		–		–		–		18		1		58
Other		88		111		77		97		108		93		185		219		170
Total	$	3,335	$	3,091	$	3,522	$	852	$	782	$	694	$	4,187	$	3,873	$	4,216
Expenses included in:
Freight, transportation and distribution													$	537	$	535	$	488
Cost of goods sold														3,335		3,091		3,522
Selling and administrative expenses														214		212		239
Transaction costs														84		18		–
Other expenses (income)														17		17		(33	)

¹ Includes employee benefits and share-based compensation.

² Includes inbound freight, purchasing and receiving costs.

³ Certain amounts have been reclassified for presentation purposes as described in Note 33.

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Provincial Mining and Other Taxes (Tables)

12 Months Ended

Dec. 31, 2017

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Summary of Detailed Information About Provincial Mining and Other Taxes

Under Saskatchewan provincial legislation, the company is subject to resource taxes, including the potash production tax and the resource surcharge.

	2017		2016		2015
Potash production tax		$             95	$	74	$	239
Saskatchewan resource surcharge and other		56		50		71
		$           151	$	124	$	310

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Other (Expenses) Income (Tables)

12 Months Ended

Dec. 31, 2017

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Summary of Detailed Information About Other Income and Expenses

	2017			2016			2015
Foreign exchange (loss) gain	$	(21	)	$	(9	)	$	48
Share of earnings of equity-accounted investees		7			3			9
Dividend income		–			2			2
Impairment of available-for-sale investment		–			(10	)		–
Other		(3	)		(3	)		(26	)
	$	(17	)	$	(17	)	$	33

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Finance Costs (Tables)

12 Months Ended

Dec. 31, 2017

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Summary of Finance Costs

Finance costs mainly arise from interest expense on long-term senior notes.

	2017			2016			2015
Interest expense on
Short-term debt	$	9		$	9		$	4
Long-term debt		206			188			198
Interest on net defined benefit pension and other post-retirement plan obligations (Note 26)		19			19			19
Unwinding of discount on asset retirement obligations (Note 18)		17			14			13
Borrowing costs capitalized to property, plant and equipment		(11	)		(11	)		(40	)
Interest income		(2	)		(3	)		(2	)
	$	238		$	216		$	192

Borrowing costs capitalized to property, plant and equipment during 2017 were calculated by applying an average capitalization rate of 4.4 percent (2016 – 4.0 percent, 2015 – 4.5 percent) to expenditures on qualifying assets.

See Note 10 for interest paid.

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2017

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Summary of Provision for Income Taxes

The provision for income taxes differs from the amount that would have resulted from applying the Canadian statutory income tax rates to income before income taxes as follows:

	2017			2016 1			2015 1
(Loss) income before income taxes
Canada	$	123		$	(43	)	$	726
United States		(271	)		174			585
Trinidad		95			88			224
Other		24			24			26
	$	(29	)	$	243		$	1,561
Canadian federal and provincial statutory income tax rate		27.02%			27.02%			27.00%
Income tax at statutory rates	$	8		$	(66	)	$	(421	)
Adjusted for the effect of:
Impact of tax rate changes		187			–			–
Production-related deductions		14			27			37
Tax authority examinations		–			16			17
Impact of foreign tax rates (US, Trinidad and other)		(25	)		(17	)		(62	)
Other		(1	)		(4	)		(17	)
Income tax recovery (expense) included in net income from continuing operations	$	183		$	(44	)	$	(446	)

¹ Certain amounts have been reclassified as a result of investments in SQM, APC and ICL being classified as discontinued operations in 2017.

Summary of Total Income Tax Expense

Total income tax recovery (expense), included in net income from continuing operations, was comprised of the following:

	2017			2016 1			2015 1
Current income tax
Tax expense for current year	$	(70	)	$	(76	)	$	(259	)
Adjustments in respect of prior years		(20	)		13			16
Total current income tax expense		(90	)		(63	)		(243	)
Deferred income tax
Impact of tax rate changes		187			–			–
Origination and reversal of temporary differences		69			13			(196	)
Adjustment in respect of prior years		20			7			2
Other		(3	)		(1	)		(9	)
Total deferred income tax recovery (expense)		273			19			(203	)
Income tax recovery (expense) included in net income from continuing operations	$	183		$	(44	)	$	(446	)

¹ Certain amounts have been reclassified as a result of investments in SQM, APC and ICL being classified as discontinued operations in 2017.

Summary of Income Tax Assets (Liabilities)

Income tax balances within the consolidated statements of financial position as at December 31 were comprised of the following:

Income Tax Assets (Liabilities)	Statements of Financial Position Location	2017			2016
Current income tax assets
Current	Receivables (Note 11)	$	24		$	41
Non-current	Other assets (Note 14)		64			67
Deferred income tax assets	Other assets		18			10
Total income tax assets		$	106		$	118
Current income tax liabilities
Current	Payables and accrued charges (Note 16)	$	(16	)	$	(25	)
Non-current	Other non-current liabilities and deferred credits		(43	)		(43	)
Deferred income tax liabilities	Deferred income tax liabilities		(2,205	)		(2,463	)
Total income tax liabilities		$	(2,264	)	$	(2,531	)

Summary of Deferred Income Tax Assets (Liabilities)

In respect of each type of temporary difference, unused tax loss and unused tax credit, the amounts of deferred tax assets and liabilities recognized in the consolidated statements of financial position as at December 31 and the amount of the deferred tax recovery or expense recognized in net income from continuing operations were:

	Deferred Income Tax Assets (Liabilities)						Deferred Income Tax Recovery (Expense) Recognized in Net Income
	2017			2016			2017			2016 1			2015 1
Deferred income tax assets
Tax loss and other carryforwards	$	13		$	118		$	(105	)	$	116		$	(1	)
Asset retirement obligations and accrued environmental costs		120			176			(56	)		2			–
Derivative instrument liabilities		13			35			–			–			–
Inventories		4			6			(2	)		(25	)		9
Post-retirement benefits and share-based compensation		124			166			(22	)		13			5
Other assets		11			22			(11	)		8			(7	)
Deferred income tax liabilities
Property, plant and equipment		(2,458	)		(2,930	)		472			(93	)		(212	)
Investments in equity-accounted investees		–			(35	)		–			–			–
Other liabilities		(14	)		(11	)		(3	)		(2	)		3
	$	(2,187	)	$	(2,453	)	$	273		$	19		$	(203	)

¹ Certain amounts have been reclassified as a result of investments in SQM, APC and ICL being classified as discontinued operations in 2017.

Summary of Reconciliation of Net Deferred Income Tax Liabilities

Reconciliation of net deferred income tax liabilities:

	2017			2016 1
Balance, beginning of year		$        (2,453	)	$	(2,428	)
Income tax recovery recognized in net income from continuing operations		273			19
Reclassified as held for sale		36			–
Income tax charge recognized in OCI		(43	)		(48	)
Other		–			4
Balance, end of year		$        (2,187	)	$	(2,453	)

¹ Certain amounts have been reclassified as a result of investments in SQM, APC and ICL being classified as held for sale and discontinued operations in 2017.

Summary of Amounts and Expiry Dates of Unused Tax Losses and Unused Tax Credits

Amounts and expiry dates of unused tax losses and unused tax credits as at December 31, 2017 were:

	Amount		Expiry Date
Unused operating losses	$	9		2028 – Indefinite
Unused investment tax credits	$	50		2018 – 2036
Unused alternative minimum tax credits	$	9		None

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Net Income per Share (Tables)

12 Months Ended

Dec. 31, 2017

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Summary of Net Income per Share

Basic net income per share provides a measure of the interests of each ordinary common share in the company’s performance over the year.

Diluted net income per share adjusts basic net income per share for the effects of all dilutive potential common shares.

	2017		2016		2015
Basic net income per share 1
Net income from continuing operations available to common shareholders	$	154	$	199	$	1,115
Net income from discontinued operations available to common shareholders		173		124		155
Total Net Income	$	327	$	323	$	1,270
Weighted average number of common shares		840,079,000		838,928,000		834,141,000
Basic net income per share from continuing operations	$	0.18	$	0.24	$	1.34
Basic net income per share from discontinued operations	$	0.21	$	0.15	$	0.18
Basic net income per share from continuing and discontinued operations	$	0.39	$	0.39	$	1.52
Diluted net income per share 1
Net income from continuing operations available to common shareholders	$	154	$	199	$	1,115
Net income from discontinued operations available to common shareholders		173		124		155
Total Net Income	$	327	$	323	$	1,270
Weighted average number of common shares		840,079,000		838,928,000		834,141,000
Dilutive effect of stock options		199,000		210,000		3,208,000
Dilutive effect of share-settled performance share units		38,000		321,000		–
Weighted average number of diluted common shares		840,316,000		839,459,000		837,349,000
Diluted net income per share from continuing operations	$	0.18	$	0.24	$	1.34
Diluted net income per share from discontinued operations	$	0.21	$	0.14	$	0.18
Diluted net income per share from continuing and discontinued operations	$	0.39	$	0.38	$	1.52

¹ Net income per share calculations are based on dollar and share amounts each rounded to the nearest thousand

Summary of Options Excluded from Calculation of Diluted Net Income per Share

Options excluded from the calculation of diluted net income per share due to the option exercise prices being greater than the average market price of common shares were as follows:

	2017		2016		2015
Weighted average number of options		12,304,351		12,697,691		7,269,775
Option plan years fully excluded		2008- 2015,2017		2007-2014		2008, 2009, 2011-2013

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Consolidated Statements of Cash Flow (Tables)

12 Months Ended

Dec. 31, 2017

Text block1 [abstract]

Summary of Cash Provided by Operating Activities

Accounting Policy
Highly liquid investments with a maturity of three months or less from the date of purchase are considered to be cash equivalents.
For the years ended December 31	2017					2016					2015
Reconciliation of cash provided by operating activities
Net income				$	327				$	323				$	1,270
Adjustments to reconcile net income to cash provided by operating activities
Depreciation and amortization		692					695					685
Impairment of property, plant and equipment (Note 13)		305					47					–
Net (undistributed) distributed earnings of equity-accounted investees		(1	)				70					(35	)
Share-based compensation		11					2					22
(Recovery of) provision for deferred income tax		(273	)				(22	)				204
Pension and other post-retirement benefits		64					46					30
Asset retirement obligations and accrued environmental costs		7					29					20
Other long-term liabilities and miscellaneous		21					10					15
Subtotal of adjustments					826					877					941
Changes in non-cash operating working capital
Receivables		47					114					259
Inventories		(10	)				(21	)				(99	)
Prepaid expenses and other current assets		(13	)				17					(19	)
Payables and accrued charges		48					(50	)				(14	)
Subtotal of changes in non-cash operating working capital					72					60					127
Cash provided by operating activities				$	1,225				$	1,260				$	2,338
Supplemental cash flow disclosure
Interest paid				$	198				$	189				$	193
Income taxes paid				$	83				$	50				$	171

Summary of Changes in Liabilities Arising From Financing Activities

The following is a summary of changes in liabilities arising from financing activities:

	December 31, 2016		Cash Flows 1			Non-cash Changes		December 31, 2017
Short-term debt and current portion of long-term debt 1	$	884	$	(159	)	$	5	$	730
Long-term debt		3,707		(1	)		5		3,711
Total liabilities from financing activities	$	4,591	$	(160	)	$	10	$	4,441

¹ Cash inflows and cash outflows arising from short-term debt transactions are presented on a net basis.

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Receivables (Tables)

12 Months Ended

Dec. 31, 2017

Text block1 [abstract]

Summary of Receivables

Supporting Information

	2017			2016
Trade accounts – Canpotex (Note 28)	$	82		$	141
– Other		314			292
Less provision for impairment of trade accounts receivable		(6	)		(6	)
		390			427
Income taxes receivable (Note 8)		24			41
Margin deposits on derivative instruments		21			27
GST and VAT receivable		24			22
Other non-trade accounts		30			28
	$	489		$	545

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Inventories (Tables)

12 Months Ended

Dec. 31, 2017

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Summary of Inventories

Inventories as at December 31 were comprised of:

	2017		2016
Finished products	$	260	$	269
Intermediate products		202		174
Raw materials		62		75
Materials and supplies		264		250
	$	788	$	768

Summary of Items Affecting Cost of Goods Sold

The following items affected cost of goods sold during the year:

	2017		2016		2015
Expensed inventories before the following items	$	2,791	$	2,712	$	3,233
Reserves, reversals and writedowns of inventories		44		31		11
	$	2,835	$	2,743	$	3,244

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Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2017

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Summary of Estimated Useful Lives

The following estimated useful lives have been applied to the majority of property, plant and equipment assets as at December 31, 2017:

	Useful Life Range (years)		Weighted Average Useful Life (years) 3
Land improvements		8 to 69		38
Buildings and improvements		9 to 60		38
Machinery and equipment 2		3 to 60		25

Summary of Reconciliation of Changes in Property Plant and Equipment

Supporting Information

	Land and Improvements			Buildings and Improvements			Machinery and Equipment			Mine Development Costs			Assets Under Construction			Total
Carrying amount – December 31, 2016		$             618			$          4,212			$          6,859			$               1,027			$              602			$        13,318
Additions		–			–			9			88			528			625
Change in investment tax credits		–			–			7			–			–			7
Disposals		–			–			(2	)		–			–			(2	)
Transfers		63			71			521			(21	)		(634	)		–
Change in asset retirement costs		–			–			–			15			–			15
Depreciation		(19	)		(83	)		(487	)		(98	)		–			(687	)
Impairment		(50	)		(16	)		(163	)		(32	)		(44	)		(305	)
Carrying amount – December 31, 2017		$             612			$          4,184			$          6,744			$                  979			$              452			$        12,971
Balance as at December 31, 2017 comprised of:
Cost		$             868			$          4,837			$        12,000			$               1,985			$              452			$        20,142
Accumulated depreciation		(256	)		(653	)		(5,256	)		(1,006	)		–			(7,171	)
Carrying amount		$             612			$          4,184			$          6,744			$                  979			$              452			$        12,971
Carrying amount – December 31, 2015		$             538			$          3,636			$          7,005			$                   571			$            1,462			$        13,212
Additions		–			2			9			65			744			820
Change in investment tax credits		–			–			(6	)		–			5			(1	)
Disposals		–			–			(1	)		–			–			(1	)
Transfers		102			639			391			469			(1,601	)		–
Change in asset retirement costs		–			–			–			12			–			12
Depreciation		(22	)		(65	)		(500	)		(90	)		–			(677	)
Impairment		–			–			(39	)		–			(8	)		(47	)
Carrying amount – December 31, 2016		$             618			$          4,212			$          6,859			$                1,027			$              602			$        13,318
Balance as at December 31, 2016 comprised of:
Cost		$             807			$          4,813			$        11,574			$                1,930			$              602			$        19,726
Accumulated depreciation		(189	)		(601	)		(4,715	)		(903	)		–			(6,408	)
Carrying amount		$             618			$          4,212			$          6,859			$                1,027			$              602			$        13,318

Summary of Depreciation of Property Plant and Equipment

Depreciation of property, plant and equipment was included in the following:

	2017		2016		2015
Cost of goods sold and selling and administrative expenses		$             668		$             671		$             667
Cost of property, plant and equipment and inventory		19		6		13
		$             687		$             677		$             680

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Other Assets (Tables)

12 Months Ended

Dec. 31, 2017

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Summary of Other Assets

Other assets as at December 31 were comprised of:

	2017		2016
Long-term income taxes receivable (Note 8)	$	64	$	67
Ammonia catalysts – net of accumulated amortization of $61 (2016 – $53)		42		39
Accrued pension benefit asset (Note 26)		24		23
Investment tax credits receivable		24		23
Margin deposits on derivative instruments		17		34
Upfront lease costs – net of accumulated amortization of $12 (2016 – $11)		15		16
Other – net of accumulated amortization of $23 (2016 – $21)		60		48
	$	246	$	250

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Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2017

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Summary of Reconciliation of Intangible Assets

All other intangible assets have finite useful lives. Following is a reconciliation of intangible assets:

	Goodwill 1						Other						Total
	2017			2016			2017			2016			2017			2016
Carrying amount, beginning of year	$	97		$	97		$	83		$	95		$	180		$	192
Additions		–			–			1			2			1			2
Amortization		–			–			(15	)		(14	)		(15	)		(14	)
Carrying amount, end of year	$	97		$	97		$	69		$	83		$	166		$	180
Balance as at December 31 comprised of:
Cost	$	104		$	104		$	123		$	122		$	227		$	226
Accumulated amortization		(7	)		(7	)		(54	)		(39	)		(61	)		(46	)
Carrying amount	$	97		$	97		$	69		$	83		$	166		$	180

¹ The company’s aggregate carrying amount of goodwill was $97 (2016 – $97), representing 1.2 percent of shareholders’ equity as at December 31, 2017 (2016 – 1.2 percent). Substantially all of the company’s recorded goodwill relates to the nitrogen segment.

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Payables and Accrued Charges (Tables)

12 Months Ended

Dec. 31, 2017

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Summary of Payables and Accrued Charges

Payables and accrued charges as at December 31 were comprised of:

	2017		2016		38% Total trade accounts included in payables and accrued changes at December 31, 2017 (unaudited)
Trade accounts	$	306	$	340
Accrued compensation		98		76
Dividends		84		84
Current portion of asset retirement obligations and accrued environmental costs (Note 18)		72		58
Deferred revenue		51		59
Accrued transaction costs (Note 32)		42		–
Current portion of pension and other post-retirement benefits (Note 26)		35		32
Accrued interest		33		35
Income taxes (Note 8)		16		25
Other payables and other accrued charges		70		63
	$	807	$	772

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Derivative Instruments (Tables)

12 Months Ended

Dec. 31, 2017

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Summary of Derivatives

Derivatives as at December 31 were comprised of:

	2017									2016
	Assets			Liabilities			Net			Assets			Liabilities			Net
Natural gas derivatives – designated cash flow hedges	$	–		$	35		$	(35	)	$	–		$	44		$	(44	)
Natural gas derivatives		9			29			(20	)		6			53			(47	)
Foreign currency derivatives		1			–			1			–			–			–
Total		10			64			(54	)		6			97			(91	)
Less current portion		(7	)		(29	)		22			(1	)		(41	)		40
Long-term portion	$	3		$	35		$	(32	)	$	5		$	56		$	(51)

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Provisions for Asset Retirement, Environmental and Other Obligations (Tables)

12 Months Ended

Dec. 31, 2017

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Summary of Risk-Free Rate and Expected Cash Flow Payments

The risk-free rate and expected cash flow payments for asset retirement obligations at December 31 were as follows:

2017	Risk-Free Rate	Cash Flow Payments 1
Phosphate	2.16%-2.74%	1-85 years
Potash	5%	40-360 years

2016
Phosphate	1.86%-3.06%	1-85 years
Potash	5%	50-340 years

¹ Timeframe in which payments are expected to principally occur from December 31, with the majority of phosphate payments taking place over the next 35 years. Changes in years can result from changes to the mine life and/or changes in the rate in tailing volumes.

Summary of Sensitivity of Asset Retirement Obligations to Changes in Discount Rate and Inflation Rate on Recorded Liability

Sensitivity of asset retirement obligations to changes in the discount rate and inflation rate on the recorded liability as at December 31, 2017 is as follows:

	Undiscounted Cash Flows			Discounted Cash Flows		Discount Rate				Inflation Rate
						+0.5%		-0.5%		+0.5%		-0.5%
Potash obligation 1		$    1,017	2	$	114		$    (25)	$	37	$	39		$    (27)
Nitrogen obligation		62			3		(1)		1		1		(1)
Phosphate obligation		954			608		(36)		42		43		(37)

¹ Stated in millions of Canadian dollars.

² Represents total undiscounted cash flows in the first year of decommissioning. Excludes subsequent years of tailings dissolution, fine tails capping, tailings management area reclamation, post reclamation activities and monitoring, and final decommissioning, which are estimated to take an additional 92-292 years.

Summary of Reconciliation of Asset Retirement, Environmental Restoration and Other Obligations

Following is a reconciliation of asset retirement, environmental restoration and other obligations:

	Asset Retirement Obligations			Environmental Restoration Obligations			Subtotal			Other Obligations			Total
Balance – December 31, 2016	$	678		$	23		$	701		$	3		$	704
Charged to income
New obligations		3			2			5			–			5
Change in discount rate		1			–			1			–			1
Change in other estimates		15			(2	)		13			–			13
Unwinding of discount		17			–			17			–			17
Capitalized to property, plant and equipment
Change in discount rate		11			–			11			–			11
Change in other estimates		4			–			4			–			4
Settled during period		(33	)		(2	)		(35	)		–			(35	)
Exchange differences		6			–			6			–			6
Balance – December 31, 2017	$	702		$	21		$	723		$	3		$	726
Balance as at December 31, 2017 comprised of:
Current liabilities
Payables and accrued charges (Note 16)	$	67		$	5		$	72		$	3		$	75
Non-current liabilities
Asset retirement obligations and accrued environmental costs		635			16			651			–			651
Balance – December 31, 2015	$	637		$	22		$	659		$	6		$	665
Charged to income
New obligations		3			3			6			1			7
Change in discount rate		9			–			9			–			9
Change in other estimates		42			–			42			–			42
Unwinding of discount		14			–			14			–			14
Capitalized to property, plant and equipment
Change in discount rate		11			–			11			–			11
Change in other estimates		1			–			1			–			1
Settled during period		(40	)		(2	)		(42	)		(4	)		(46	)
Exchange differences		1			–			1			–			1
Balance – December 31, 2016	$	678		$	23		$	701		$	3		$	704
Balance as at December 31, 2016 comprised of:
Current liabilities
Payables and accrued charges (Note 16)	$	51		$	7		$	58		$	3		$	61
Non-current liabilities
Asset retirement obligations and accrued environmental costs		627			16			643			–			643

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Investments (Tables)

12 Months Ended

Dec. 31, 2017

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Summary of Assets and Liabilities held for Sale

Assets and liabilities held for sale as at December 31 were comprised of:

	2017		2016
Assets
Equity-accounted investees 1	$	1,146	$	–
Available-for-sale investment 2		708		–
Current tax asset		4		–
Assets held for sale	$	1,858	$	–

Liabilities
Deferred income tax liabilities	$	36	$	–

¹ SQM and APC.

² ICL.

Summary of Net Income and Cash Flows from Discontinued Operations

Net income from discontinued operations was comprised of:

	2017			2016		2015
Share of earnings of equity-accounted investees	$	151		$	92	$	112
Dividend income		24			31		48
Income tax (expense) recovery		(2	)		1		(5	)
Net income from discontinued operations	$	173		$	124	$	155

	2017		2016		2015
Net income per share from discontinued operations
Basic	$	0.21	$	0.15	$	0.18
Diluted	$	0.21	$	0.14	$	0.18

Cash flows from discontinued operations were comprised of:

	2017		2016		2015
Dividends from discontinued operations 1	$	176	$	195	$	127

¹ Dividends from discontinued operations are classified as cash provided by operating activities.

Summary of Assets held for Sale

Assets held for sale as at December 31 were comprised of:

	Principal Activity		Principal Place of Business and Incorporation		Proportion of Ownership Interest and Voting Rights Held					Quoted Fair Value 1				Carrying Amount
Name					2017			2016 2		2017		2016 2		2017		2016 2
SQM		Chemicals & Mining		Chile		32%	3		–	$	4,645	$	–	$	784	$	–
APC		Mining		Jordan		28%			–		543		–		362		–
ICL		Fertilizer & Specialty Chemicals		Israel		14%			–		708		–		708		–
														$	1,854	$	–

¹ The quoted market value (fair value) was based on unadjusted quoted prices in active markets (Level 1).

² Investments in SQM, APC and ICL were classified as held for sale in 2017.

³ Due to provisions in SQM’s bylaws, the company holds proportional voting rights of 28 percent.

Summary of Equity-accounted Investees

Equity-accounted investees as at December 31 were comprised of:

Name	Principal Activity		Principal Place of Business and Incorporation		Proportion of Ownership Interest and Voting Rights Held						Quoted Fair Value 1						Carrying Amount
					2017			2016			2017			2016			2017		2016
SQM 2		Chemicals & Mining		Chile		–			32%	3	$	–		$	2,228		$	–	$	781
APC 2		Mining		Jordan		–			28%			–			618			–		362
Canpotex		Marketing & Logistics		Canada		33%	4		33%			n/a	5		n/a	5		–		–
Other associates and joint ventures																		30		30
Total equity-accounted investees																	$	30	$	1,173

¹ The quoted market value (fair value) was based on unadjusted quoted prices in active markets (Level 1).

² Investments in SQM and APC were classified as held for sale at December 31, 2017.

³ Due to provisions in SQM’s bylaws, the company holds proportional voting rights of 28 percent.

⁴ Upon closing of the Merger on January 1, 2018 as described in Note 32, Nutrien’s interest in Canpotex is 50% and the classification of the investment changed from an associate to a joint venture. The equity method is required for both associates and joint ventures, therefore, there is no change in the accounting for Canpotex.

⁵ Canpotex is a private company and there is no quoted market price available for the shares.

Aggregated financial information of the company’s proportionate interest in equity-accounted investees for the year ended December 31 was as follows:

	Associates						Joint Ventures
	2017		2016 1		2015 1		2017		2016		2015
Income from continuing operations and net income	$	–	$	–	$	–	$	9	$	6	$	8
Other comprehensive income		–		–		–		–		–		–
Total comprehensive income		–		–		–		9		6		8

¹ Certain amounts have been reclassified as a result of investments in SQM and APC being classified as discontinued operations in 2017.

Additional aggregated financial information of all the company’s equity-accounted investees, including the discontinued operations of SQM and APC, are set out below. The financial information represents an aggregation of full amounts shown in each associate’s and joint venture’s financial statements prepared in accordance with IFRS as at and for the year ended December 31, as applicable.

	2017		2016
Current assets	$	3,581	$	3,762
Non-current assets		2,869		2,885
Current liabilities		1,235		1,292
Non-current liabilities		1,751		1,730
Non-controlling interest		60		61

	2017		2016		2015
Sales	$	5,509	$	4,739	$	5,892
Gross profit		992		811		900
Income from continuing operations and net income		573		382	$	419

Summary of Available-for-sale Investments

Available-for-sale investments as at December 31 were as follows:

	Principal Activity		Principal Place of Business and Incorporation		Proportion of Ownership Interest and Voting Rights Held				Fair Value and Carrying Amount
Name					2017		2016		2017		2016
ICL 1		Fertilizer & Specialty Chemicals		Israel		–		14%	$	–	$	725
Sinofert		Fertilizer Supplier & Distributor		China/Bermuda		22%		22%		258		212
Other										4		3
									$	262	$	940

Summary of Changes in Fair Value and Related Accounting for Investment

Changes in fair value, and related accounting, for the company’s investment in Sinofert since December 31, 2014 were as follows:

							Impact of Unrealized Loss on:
	Fair Value			Unrealized (Loss) Gain			OCI and AOCI			Net Income and Retained Earnings
Balance – December 31, 2014	$	252		$	(327	)	$	52		$	(379	)
Increase in fair value during the year		14			14			14			–
Balance – December 31, 2015	$	266		$	(313	)	$	66		$	(379	)
Decrease in fair value and recognition of impairment	$	(76	)	$	(76	)	$	(66	)	$	(10	)
Increase in fair value subsequent to recognition of impairment		22			22			22			–
Balance – December 31, 2016	$	212		$	(367	)	$	22		$	(389	)
Increase in fair value during the year		46			46			46			–
Balance – December 31, 2017	$	258		$	(321	)	$	68		$	(389	)

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Short-Term Debt (Tables)

12 Months Ended

Dec. 31, 2017

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Summary of Short-Term Debt

Short-term debt as at December 31 was comprised of:

	2017		2016
Commercial paper	$	730	$	389

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Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2017

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Summary of Long-Term Debt

Long-term debt as at December 31 was comprised of:

	Rate of Interest		Maturity		2017			2016
Senior notes 1
Notes issued 2010		3.250%		December 1, 2017	$	–		$	500
Notes issued 2009		6.500%		May 15, 2019		500			500
Notes issued 2009		4.875%		March 30, 2020		500			500
Notes issued 2014		3.625%		March 15, 2024		750			750
Notes issued 2015		3.000%		April 1, 2025		500			500
Notes issued 2016		4.000%		December 15, 2026		500			500
Notes issued 2006		5.875%		December 1, 2036		500			500
Notes issued 2010		5.625%		December 1, 2040		500			500
						3,750			4,250
Less net unamortized debt issue costs						(43	)		(48	)
						3,707			4,202
Less current maturities						–			(500	)
Add current portion of amortization						4			5
					$	3,711		$	3,707

Summary of Credit Facilities

Details of the company’s credit facilities were as follows:

	2017		2016
Facility as at December 31		$3,250 – maturity May 31, 2021 $250 – maturity May 31, 2020		$3,250 – maturity May 31, 2021 $250 – maturity May 31, 2020
Borrowings outstanding as at December 31		$NIL		$NIL
Commercial paper outstanding, backstopped by the credit facility, as at December 31 (Note 20)		$730		$389
Amounts borrowed and repaid during the year ended December 31		$NIL		$NIL

Summary of Long-Term Debt Obligations

Long-term debt obligations as at December 31, 2017 will mature as follows ¹ :

2018	$	–
2019		500
2020		500
2021		–
2022		–
Subsequent years		2,750
	$	3,750

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Share Capital (Tables)

12 Months Ended

Dec. 31, 2017

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Summary of Shares Issued

Issued

	Number of Common Shares		Consideration
Balance – December 31, 2014		830,242,574	$	1,632
Issued under option plans		4,803,560		72
Issued for dividend reinvestment plan		1,494,017		43
Balance – December 31, 2015		836,540,151		1,747
Issued under option plans		2,329,600		36
Issued for dividend reinvestment plan		920,628		15
Balance – December 31, 2016		839,790,379		1,798
Issued under option plans and share-settled plans		114,900		2
Issued for dividend reinvestment plan		317,762		6
Balance – December 31, 2017		840,223,041		1,806

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Capital Management (Tables)

12 Months Ended

Dec. 31, 2017

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Schedule of Net Debt, Adjusted Shareholders' Equity and Adjusted Capital

The calculation of net debt, adjusted shareholders’ equity and adjusted capital is set out in the following table:

	2017			2016
Short-term debt obligations	$	730		$	389
Current portion of long-term debt obligations		–			500
Long-term debt obligations		3,750			3,750
Net unamortized debt issue costs		(39	) 1		(48	)
Total debt		4,441			4,591
Cash and cash equivalents		(116	)		(32	)
Net debt		4,325			4,559
Total shareholders’ equity		8,303			8,199
Accumulated other comprehensive (income) loss		(25	)		25
Adjusted shareholders’ equity		8,278			8,224
Adjusted capital 2	$	12,603		$	12,783

¹ Comprised of net unamortized debt issue costs less current portion of amortization included in prepaid expenses and other current assets.

² Adjusted capital = (total debt – cash and cash equivalents) + (total shareholders’ equity – accumulated other comprehensive (income) loss).

Components of Ratios

The company monitors capital on the basis of a number of factors, including the ratios of: net debt to net income from continuing operations before finance costs, income taxes, depreciation and amortization, exit costs, termination benefit costs, certain impairment charges and Transaction costs (“adjusted EBITDA”); adjusted EBITDA to finance costs before unwinding of discount on asset retirement obligations, borrowing costs capitalized to property, plant and equipment and interest on net defined benefit pension and other post-retirement plan obligations (“adjusted finance costs”); net debt to adjusted capital; and fixed-rate debt obligations as a percentage of total debt obligations.

	2017		2016 5
Components of ratios
Adjusted EBITDA	$	1,290	$	1,294
Net debt	$	4,325	$	4,559
Adjusted finance costs	$	213	$	194
Adjusted capital	$	12,603	$	12,783
Ratios
Net debt to adjusted EBITDA 1		3.35		3.52
Adjusted EBITDA to adjusted finance costs 2		6.06		6.67
Net debt to adjusted capital 3		34.3%		35.7%
Fixed-rate debt obligations as a percentage of total debt obligations 4		83.7%		91.6%

¹  Net debt to adjusted EBITDA = (total debt – cash and cash equivalents) / adjusted EBITDA.

² Adjusted EBITDA to adjusted finance costs = adjusted EBITDA / adjusted finance costs.

³ Net debt to adjusted capital = (total debt – cash and cash equivalents) / (total debt – cash and cash equivalents + total shareholders’ equity – accumulated other comprehensive income (loss)).

⁴ Fixed-rate debt obligations as a percentage of total debt obligations is determined by dividing fixed-rate debt obligations by total debt obligations.

⁵ Figures recalculated due to adjustments described in the table on page 99.

Summary of Adjusted EBITDA and Adjusted Finance Costs

	2017			2016 1
Net income from continuing operations	$	154		$	199
Finance costs		238			216
Income taxes		(183	)		44
Depreciation and amortization		692			695
Share of Canpotex’s Prince Rupert project exit costs		–			33
Termination benefit costs		–			32
Impairment charges		305			57
Transaction costs		84			18
Adjusted EBITDA	$	1,290		$	1,294

¹ $92 of dividend income, $31 of share of earnings of equity-accounted investees and $1 of income tax recovery have been reclassified as a result of investments in SQM, APC and ICL being classified as discontinued operations in 2017.

	2017			2016
Finance costs	$	238		$	216
Unwinding of discount on asset retirement obligations		(17	)		(14	)
Borrowing costs capitalized to property, plant and equipment		11			11
Interest on net defined benefit pension and other post-retirement plan obligations		(19	)		(19	)
Adjusted finance costs	$	213		$	194

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Commitments (Tables)

12 Months Ended

Dec. 31, 2017

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Summary of Minimum Future Commitments under Contractual Agreements

Minimum future commitments, excluding any matters that may be impacted as a result of the completion of the Merger, under these contractual arrangements were as follows at December 31, 2017:

	Operating Leases		Purchase Commitments		Capital Commitments		Other Commitments		Total
Within 1 year	$	85	$	303	$	18	$	44	$	450
1 to 3 years		129		–		13		49		191
3 to 5 years		105		–		10		42		157
Over 5 years		182		–		–		24		206
Total	$	501	$	303	$	41	$	159	$	1,004

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Pension and Other Post-Retirement Benefits (Tables)

12 Months Ended

Dec. 31, 2017

Text block1 [abstract]

Summary of Significant Assumptions Used to Determine Benefit Obligations and Expense

The significant assumptions used to determine the benefit obligations and expense for the company’s significant plans were as follows:

	Pension						Other
	2017		2016		2015		2017			2016			2015
Assumptions used to determine benefit obligations as at December 31
Discount rate, %		3.65		4.25		4.35		3.65			4.40			4.45
Rate of increase in compensation levels, %		5.00		5.00		5.00		n/a			n/a			n/a
Medical cost trend rate – assumed, %		n/a		n/a		n/a		5.60-4.50	1		5.70-4.50	1		5.80-4.50	1
Medical cost trend rate – year reaches ultimate trend rate		n/a		n/a		n/a		2037			2037			2037
Mortality assumptions 2
Life expectancy at 65 for a male member currently at age 65		20.7		21.8		21.7		20.0			21.1			21.0
Life expectancy at 65 for a female member currently at age 65		22.7		24.0		23.9		22.4			23.7			23.6
Assumptions used to determine benefit expense for the year
Discount rate, %		4.25		4.35		4.00		4.40			4.45			4.00
Rate of increase in compensation levels, %		5.00		5.00		5.00		n/a			n/a			n/a
Medical cost trend rate – assumed, %		n/a		n/a		n/a		5.70-4.50	1		5.80-4.50	1		6.90-4.50	1
Medical cost trend rate – year reaches ultimate trend rate		n/a		n/a		n/a		2037			2037			2027
Mortality assumptions 2
Life expectancy at 65 for a male member currently at age 65		21.8		21.7		21.6		21.1			21.0			21.6
Life expectancy at 65 for a female member currently at age 65		24.0		23.9		23.8		23.7			23.6			23.8

¹ The company assumed a graded medical cost trend rate starting at 5.60 percent in 2017, moving to 4.50 percent by 2037 (starting at 5.70 and 5.80 percent in 2016 and 2015, respectively, moving to 4.50 percent by 2037 and 2027, respectively).

² Based on actuarial advice in accordance with the latest available published tables, adjusted where appropriate to reflect future longevity improvements for each country.

n/a = not applicable

Summary of Other Variables that Impacted Benefit Obligations and Expense

Other variables that impacted the benefit obligations and expense for the company’s significant plans as at December 31 were as follows:

	Pension						Other
	2017		2016		2015		2017		2016		2015
Average remaining service period of active employees (years)		9.0		9.8		9.7		12.2		11.9		11.8
Average duration of the defined benefit obligations 1 (years)		15.7		15.5		15.5		19.0		19.3		19.2

¹ Weighted average length of the underlying cash flows.

Summary of Significant Assumptions, Change in Discount Rates has Greatest Potential Impact

Of the most significant assumptions, a change in discount rates has the greatest potential impact on the company’s pension and other post-retirement benefit plans, with sensitivity to change as follows:

			2017						2016					These sensitivities are hypothetical, should be used with caution and cannot be extrapolated because the relationship of the change in assumption to the change in amounts may not be linear. The sensitivities have been calculated independently of changes in other key variables. Changes in one factor may result in changes in another, which could amplify or reduce certain sensitivities.
	Change in Assumption	Benefit Obligations			Expense in Income Before Income Taxes			Benefit Obligations			Expense in Income Before Income Taxes
As reported		$	1,831		$	75		$	1,698		$	66
Discount rate	1.0 percentage point i		326			20			302			18
	1.0 percentage point h		(251	)		(18	)		(234	)		(17	)

Summary of Defined Benefit Expense Recognized in Consolidated Statements of Income

Components of defined benefit expense recognized in the consolidated statements of income

	Pension								Other								Total
	2017		2016			2015			2017		2016			2015			2017		2016			2015
Current service cost for benefits earned during the year	$	38	$	35		$	36		$	10	$	10		$	12		$	48	$	45		$	48
Net interest expense		3		3			4			16		16			15			19		19			19
Past service cost, including curtailment gains and settlements		–		(2	)		(2	)		–		(2	)		–			–		(4	)		(2	)
Foreign exchange rate changes and other		4		5			(7	)		4		1			(9	)		8		6			(16	)
Components of defined benefit expense recognized in net income	$	45	$	41		$	31		$	30	$	25		$	18		$	75	$	66		$	49

Summary of Remeasurements of Net Defined Benefit Liability in Consolidated Statements of Comprehensive Income

Remeasurements of the net defined benefit liability recognized in the consolidated statements of comprehensive income

	Pension									Other									Total
	2017			2016			2015			2017			2016			2015			2017			2016			2015
Actuarial loss (gain) arising from changes in financial assumptions	$	113		$	13		$	(39	)	$	27			$         (5	)	$	(46	)	$	140			$         8		$	(85	)
Actuarial (gain) loss arising from changes in demographic assumptions		(49	)		5			(15	)		(34	)		3			(13	)		(83	)		8			(28	)
(Return) loss on plan assets (excluding amounts included in net interest)		(123	)		(48	)		55			–			–			–			(123	)		(48	)		55
Components of defined benefit expense recognized in OCI 1	$	(59	)	$	(30	)	$	1		$	(7	)		$         (2	)	$	(59	)	$	(66	)		$         (32	)	$	(58	)

¹ Total net of income taxes was $(46) (2016 – $(16), 2015 – $(36)).

Summary of Movements in Pension and Other Post-retirement Benefit Assets (Liabilities)

Movements in the pension and other post-retirement benefit assets (liabilities) as at and for the years ended December 31

	Pension						Other						Total
	2017			2016			2017			2016			2017			2016
Change in benefit obligations
Balance, beginning of year	$	1,330		$	1,305		$	368		$	354		$	1,698		$	1,659
Current service cost		38			35			10			10			48			45
Interest expense		56			54			16			16			72			70
Actuarial loss (gain) arising from changes in financial assumptions		113			13			27			(5	)		140			8
Actuarial (gain) loss arising from changes in demographic assumptions		(49	)		5			(34	)		3			(83	)		8
Foreign exchange rate changes		7			(1	)		4			1			11			–
Contributions by plan participants		1			1			4			4			5			5
Benefits paid		(51	)		(54	)		(9	)		(13	)		(60	)		(67	)
Past service cost, including curtailment gains and settlements		–			(28	)		–			(2	)		–			(30	)
Balance, end of year		1,445			1,330			386			368			1,831			1,698
Change in plan assets
Fair value, beginning of year		1,246			1,197			–			–			1,246			1,197
Interest included in net income		53			51			–			–			53			51
Return on plan assets (excluding amounts included in net interest)		123			48			–			–			123			48
Foreign exchange rate changes and other		3			(6	)		–			–			3			(6	)
Contributions by plan participants		1			1			4			4			5			5
Employer contributions		5			35			5			8			10			43
Benefits paid		(51	)		(54	)		(9	)		(12	)		(60	)		(66	)
Settlements		–			(26	)		–			–			–			(26	)
Fair value, end of year		1,380			1,246			–			–			1,380			1,246
Funded status	$	(65	)	$	(84	)	$	(386	)	$	(368	)	$	(451	)	$	(452	)
Balance comprised of:
Non-current assets
Other assets (Note 14)	$	24		$	23		$	–		$	–		$	24		$	23
Current liabilities
Payables and accrued charges (Note 16)		(25	)		(22	)		(10	)		(10	)	$	(35	)		(32	)
Non-current liabilities
Pension and other post-retirement benefit liabilities		(64	)		(85	)		(376	)		(358	)		(440	)		(443	)

Summary of Fair Value of Plan Assets of the Defined Benefit Pension Plans, by Asset Category

The fair value of plan assets of the company’s defined benefit pension plans, by asset category, was as follows as at December 31:

	2017								2016
	Quoted Prices in Active Markets for Identical Assets (Level 1)			Other (Levels 2 & 3)		Total			Quoted Prices in Active Markets for Identical Assets (Level 1)			Other (Levels 2 & 3)		Total
Cash and cash equivalents	$	13		$	33	$	46		$	9		$	29	$	38
Equity securities
US		250			2		252			207			–		207
International		27			29		56			26			31		57
US mutual/commingled funds		315			–		315			316			–		316
International mutual/commingled funds		124			–		124			100			53		153
Debt securities
US corporate debt instruments		–			61		61			–			55		55
International corporate debt instruments		–			21		21			–			19		19
US government and agency securities		38			–		38			–			103		103
International government and agency securities		–			49		49			–			50		50
Mortgage-backed securities		–			88		88			–			28		28
US mutual/commingled funds		152			16		168			123			20		143
International mutual/commingled funds		–			9		9			–			–		–
International balanced fund		–			173		173			–			89		89
Other		(20	)		–		(20	)		(14	)		2		(12	)
Total pension plan assets	$	899		$	481	$	1,380		$	767		$	479	$	1,246

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Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2017

Text block1 [abstract]

Summary of Weighted Average Assumptions in Stock Options

The following weighted average assumptions were used in arriving at the grant-date fair values associated with stock options for which compensation cost was recognized during 2017, 2016 and 2015:

		Year of Grant
Assumption	Based On	2017		2016		2015		2014		2013
Exercise price per option	Quoted market closing price 1	$	18.71	$	16.20	$	32.41	$	36.73	$	43.80
Expected annual dividend per share	Annualized dividend rate 2	$	0.40	$	1.00	$	1.52	$	1.40	$	1.40
Expected volatility	Historical volatility 3		29%		30%		31%		39%		50%
Risk-free interest rate	Zero-coupon government issues 4		1.67%		1.06%		1.54%		1.66%		1.06%
Expected life of options in years	Historical experience		5.7		5.7		5.5		5.5		5.5

¹ Of common shares on the last trading day immediately preceding the date of the grant.

² As of the date of grant.

³ Of the company’s stock over a period commensurate with the expected life of the option.

⁴ Implied yield available on equivalent remaining term at the time of the grant.

Summary of Outstanding Number of Options Per Plan, Vest Over Three Years and Settle in Shares

As at December 31, 2017, the outstanding number of options per plan, that vest over three years and settle in shares, was:

LTIP			POPs
2017	2016		2015		2014		2013		2012		2011		2010		2009		2008
1,462,367		3,006,815		3,329,000		2,705,072		1,684,200		1,201,100		841,200		837,300		1,182,450		921,150

Summary of Stock Option Plans

The company issues new common shares to satisfy stock option exercises. Options granted to Canadian participants have an exercise price in Canadian dollars.

A summary of the status of the stock option plans as at December 31, 2017, 2016 and 2015 and changes during the years ending on those dates is as follows:

	Number of shares subject to option									Weighted average exercise price
	2017			2016			2015			2017			2016			2015
Outstanding, beginning of year		19,470,014			19,153,275			20,909,835		$	31.15		$	30.97		$	28.01
Granted		1,482,829			3,099,913			3,474,900			18.71			16.20			32.41
Exercised		(22,100	)		(2,329,600	)		(4,803,560	)		(17.78	)		(11.09	)		(10.95	)
Forfeited or cancelled		(1,221,314	)		(453,574	)		(427,900	)		(34.55	)		(33.99	)		(43.14	)
Expired		(2,538,775	)		–			–			(20.06	)		–			–
Outstanding, end of year		17,170,654			19,470,014			19,153,275		$	32.24		$	31.15		$	30.97

Summary of Stock Options Outstanding

The following table summarizes information about stock options outstanding as at December 31, 2017:

	Options Outstanding						Options Exercisable
Range of Exercise Prices	Number		Weighted Average Remaining Life in Years		Weighted Average Exercise Price		Number		Weighted Average Exercise Price
$16.00 to $20.00		4,469,182		9	$	17.30		–	$	–
$27.00 to $36.00		7,627,545		5		32.32		4,298,545		32.63
$37.00 to $44.00		3,597,677		5		39.92		3,597,677		39.92
$52.00 to $67.00		1,476,250		1		58.33		1,476,250		58.33
		17,170,654		6	$	32.24		9,372,472	$	39.48

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Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2017

Text block1 [abstract]

Compensation to Key Management Personnel

Compensation to key management personnel was comprised of:

	2017		2016		2015
Salaries and other short-term benefits	$	14	$	13	$	9
Share-based payments		9		7		1
Post-employment benefits		3		3		5
	$	26	$	23	$	15

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Financial Instruments and Related Risk Management (Tables)

12 Months Ended

Dec. 31, 2017

Summary of Available Debt Facilities

The table below outlines the company’s available debt facilities as at December 31, 2017:

	Total Amount		Amount Outstanding and Committed			Amount Available
Credit facility 1	$	3,500		$     730		$	2,770
Line of credit		75		4	2		71

¹  As described in Note 21, $3,500 of this facility was available through May 31, 2020 and $3,250 of this facility was available through May 31, 2021. Included in the amount outstanding and committed was $730 of commercial paper. The amount available under the commercial paper program is limited to the availability of backup funds under the credit facility.

² Direct borrowings and letters of credit discussed in Note 20.

Summary of Maturity Analysis of Financial Liabilities and Gross Settled Derivative Contracts

The following maturity analysis of the company’s financial liabilities and gross settled derivative contracts (for which the cash flows are settled simultaneously) is based on the expected undiscounted contractual cash flows from the date of the consolidated statements of financial position to the contractual maturity date.

	Carrying Amount of Liability as at December 31, 2017			Contractual Cash Flows			Within 1 Year			1 to 3 Years		3 to 5 Years		Over 5 Years
Short-term debt obligations 1		$            730			$            730			$         730			$               –		$              –		$              –
Payables and accrued charges 2		570			570			570			–		–		–
Long-term debt obligations		3,750			5,542			178			1,295		242		3,827
Foreign currency derivatives		(1	)
Outflow					39			39			–		–		–
Inflow					(40	)		(40	)		–		–		–
Natural gas derivatives		64			62			25			22		15		–
		$         5,113			$         6,903			$      1,502			$         1,317		$           257		$        3,827

¹ Contractual cash flows include contractual interest payments related to debt obligations. Interest rates on variable rate debt are based on prevailing rates as at December 31, 2017. Disclosures regarding offsetting of certain debt obligations are provided in Note 21.

² Excludes taxes, accrued interest, deferred revenues and current portions of asset retirement obligations and accrued environmental costs and pension and other post-retirement benefits.

Fair value of senior notes to their carrying amounts

Presented below is a comparison of the fair value of the company’s senior notes to their carrying amounts as at December 31.

	2017				2016
	Carrying Amount of Liability 1		Fair Value of Liability		Carrying Amount of Liability 1		Fair Value of Liability
Long-term debt senior notes	$	3,707	$	4,045	$	4,202	$	4,384

¹  Includes net unamortized debt issue costs.

Summary of Fair Value Hierarchy for Financial Assets and Financial Liabilities

The following table presents the company’s fair value hierarchy for financial assets and financial liabilities carried at fair value on a recurring basis:

				Fair Value Measurements at Reporting Dates Using:
2017	Carrying Amount of Asset (Liability) as at December 31			Quoted Prices in Active Markets for Identical Assets (Level 1) 1		Significant Other Observable Inputs (Level 2) 1
Derivative instrument assets
Natural gas derivatives	$	9		$	–	$	9
Available-for-sale investments 2		970			970		–
Derivative instrument liabilities
Natural gas derivatives		(64	)		–		(64	)
2016
Derivative instrument assets
Natural gas derivatives	$	6		$	–	$	6
Available-for-sale investments 2		940			940		–
Derivative instrument liabilities
Natural gas derivatives		(97	)		–		(97	)

¹  During 2017 and 2016, there were no transfers between Level 1 and Level 2. The company’s policy is to recognize transfers at the end of the reporting period.

²  Available-for-sale investments are comprised of shares in ICL, Sinofert and other.

Summary of Recognized Financial Instruments that are Offset, or Subject to Enforceable Master Netting Arrangements

The following table presents the company’s recognized financial instruments that are offset, or subject to enforceable master netting arrangements:

									Amounts Not Offset
Financial assets (liabilities)	Gross			Offset		Net Amounts Presented			Included in Gross			Related To Cash Margin Deposits (Held) Placed			Net Amounts Presented Less Amounts Not Offset
December 31, 2017
Derivative instrument assets
Natural gas derivatives	$	11		$	(2)	$	9		$	–		$	(1	) 1	$	8
Derivative instrument liabilities
Natural gas derivatives		(74	)		10		(64	)		(27	)		38	2		(53	)
Other long-term debt instruments 3		(150	)		150		–			–			–			–
	$	(213	)	$	158	$	(55	)	$	(27	)	$	37		$	(45	)
December 31, 2016
Derivative instrument assets
Natural gas derivatives	$	6		$	–	$	6		$	–		$	(1	) 1	$	5
Derivative instrument liabilities
Natural gas derivatives		(125	)		28		(97	)		(30	)		61	2		(66	)
Other long-term debt instruments 3		(187	)		187		–			–			–			–
	$	(306	)	$	215	$	(91	)	$	(30	)	$	60		$	(61	)

¹ Cash margin deposits held related to legally enforceable master netting arrangements for natural gas derivatives.

² Cash margin deposits placed with counterparties related to legally enforceable master netting arrangements for natural gas derivatives.

³ Back-to-back loan arrangements (Note 21).

Foreign exchange risks [member]

Summary of financial instruments

Exposure to reasonably possible changes in relevant foreign currencies on the company’s financial instruments and the pre-tax effects on net income and OCI include the following:

2017	Carrying Amount of Asset (Liability) as at December 31			Foreign Exchange Risk
				5% decrease in US$					5% increase in US$
				Net Income			OCI		Net Income			OCI
Available-for-sale investments
ICL (New Israeli shekels) 1		$            708			$                –			$            35		$               –			$          (35	)
Sinofert (Hong Kong dollars) 2		258			–			13		–			(13	)
Payables (CDN)		(75	)		(4	)		–		4			–
Foreign currency derivatives		1			2			–		(2	)		–
2016
Available-for-sale investments
ICL (New Israeli shekels)		$           725			$                –			$            36		$               –			$          (36	)
Sinofert (Hong Kong dollars)		212			–			11		–			(11	)
Payables (CDN)		(83	)		(4	)		–		4			–
Foreign currency derivatives		–			1			–		(1	)		–

¹ Sold subsequent to December 31, 2017 (Note 19).

² Assumed any decrease below the carrying amount at the last impairment date would represent a further impairment recorded through net income. The carrying amount was $190 as at December 31, 2017 (December 31, 2016 – $190). All other variables were assumed to remain constant.

Commodity price risk [member]

Summary of financial instruments

Exposure to reasonably possible changes in price for a relevant commodity or security and the pre-tax effects on net income and OCI include the following:

	Carrying Amount of Asset (Liability) as at December 31			Price Risk
				Effect of 10% decrease in prices						Effect of 10% increase in prices
2017				Net Income			OCI			Net Income		OCI
Available-for-sale investments
ICL 1	$	708		$	–		$	(71	)	$	–	$	71
Sinofert 2		258			–			(26	)		–		26
Natural gas derivatives		(55	)		–			(7	)		–		7
2016
Available-for-sale investments
ICL	$	725		$	–		$	(73	)	$	–	$	73
Sinofert		212			–			(21	)		–		21
Natural gas derivatives		(91	)		(1	)		(13	)		–		14

¹  Sold subsequent to December 31, 2017 (Note 19).

²  Assumed any decrease below the carrying amount at the last impairment date ($190 as at December 31, 2017) (December 31, 2016 – $190) would represent a further impairment recorded through net income. All other variables were assumed to remain constant.

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Description of Business - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2017
Disclosure of description of business [line items]
Number of essential nutrients	3
Number of plants	3
Number of leased vessels	3
Number of multi-purpose vessels owned	1
Province of Saskatchewan [member] | Potash [member]
Disclosure of description of business [line items]
Number of operations	5
Province of New Brunswick [member] | Potash [member]
Disclosure of description of business [line items]
Number of operations	1
Georgia [member] | Nitrogen [member]
Disclosure of description of business [line items]
Number of plants	1
Louisiana [member] | Nitrogen [member]
Disclosure of description of business [line items]
Number of plants	1
Louisiana [member] | Phosphate [member]
Disclosure of description of business [line items]
Number of plants	1
Ohio [member] | Nitrogen [member]
Disclosure of description of business [line items]
Number of plants	1
Ohio [member] | Phosphate [member]
Disclosure of description of business [line items]
Number of plants	1
Trinidad [member] | Nitrogen [member]
Disclosure of description of business [line items]
Number of operations	1
North Carolina [member] | Phosphate [member]
Disclosure of description of business [line items]
Number of mine and processing plants	1
Number of plants	1
Florida [member] | Phosphate [member]
Disclosure of description of business [line items]
Number of mine and processing plants	1
North America [member]
Disclosure of description of business [line items]
Number of leased or owned terminals	294
Number of multi-product distribution points	411
Number of railcars	10,500
Malaysia [member]
Disclosure of description of business [line items]
Number of leased warehouses	1
ILLINOIS | Phosphate [member]
Disclosure of description of business [line items]
Number of plants	1
MISSOURI | Phosphate [member]
Disclosure of description of business [line items]
Number of plants	1
NEBRASKA | Phosphate [member]
Disclosure of description of business [line items]
Number of plants	1
BRAZIL
Disclosure of description of business [line items]
Number of leased dry bulk fertilizer port terminal	1

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Segment Information - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2017 Segments
Disclosure of operating segments [line items]
Number of reportable operating segments	3
Potash [member]
Disclosure of operating segments [line items]
Increase in sales percentage	15.00%

XML

Segment Information - Summary of Financial Information on Segments (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of operating segments [line items]
Sales - third party	$ 4,547	$ 4,456	$ 6,279
Freight, transportation and distribution - third party	(537)	(535)	(488)
Cost of goods sold - third party	(3,335)	(3,091)	(3,522)
Gross Margin	675	830	2,269
Depreciation and amortization	(692)	(695)	(685)
Impairment of property, plant and equipment (Note 13)	(305)	(47)	0
Assets	16,998	17,255	17,469
Cash outflows for additions to property, plant and equipment	651	893	1,217
Share of Canpotex's Prince Rupert project exit costs		(33)
Termination benefit costs		(32)
Potash [member]
Disclosure of operating segments [line items]
Sales - third party	1,868	1,630	2,543
Freight, transportation and distribution - third party	(235)	(250)	(214)
Net sales - third party	1,633	1,380	2,329
Cost of goods sold - third party	(848)	(943)	(1,007)
Gross Margin	785	437	1,322
Depreciation and amortization	(232)	(216)	(214)
Assets	9,756	9,795	9,772
Cash outflows for additions to property, plant and equipment	219	342	537
Share of Canpotex's Prince Rupert project exit costs		(33)
Termination benefit costs		(32)
Nitrogen [member]
Disclosure of operating segments [line items]
Sales - third party	1,395	1,467	1,960
Freight, transportation and distribution - third party	(129)	(122)	(101)
Net sales - third party	1,266	1,345	1,859
Cost of goods sold - third party	(1,046)	(1,016)	(1,210)
Margin (cost) on inter-segment sales	36	32	57
Gross Margin	256	361	706
Depreciation and amortization	(203)	(213)	(198)
Assets	2,577	2,515	2,563
Cash outflows for additions to property, plant and equipment	239	263	398
Phosphate [member]
Disclosure of operating segments [line items]
Sales - third party	1,284	1,359	1,776
Freight, transportation and distribution - third party	(173)	(163)	(173)
Net sales - third party	1,111	1,196	1,603
Cost of goods sold - third party	(1,441)	(1,132)	(1,305)
Margin (cost) on inter-segment sales	(36)	(32)	(57)
Gross Margin	(366)	32	241
Depreciation and amortization	(220)	(223)	(240)
Impairment of property, plant and equipment (Note 13)	(305)	(47)
Assets	1,938	2,306	2,367
Cash outflows for additions to property, plant and equipment	185	216	202
All others [member]
Disclosure of operating segments [line items]
Depreciation and amortization	(37)	(43)	(33)
Assets	2,727	2,639	2,767
Cash outflows for additions to property, plant and equipment	$ 8	$ 72	$ 80

XML

Segment Information - Summary of Financial Information on Segments (Parenthetical) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of operating segments [line items]
Gross margin as a percentage of sales earned from all nutrients	15.00%
All others [member]
Disclosure of operating segments [line items]
Assets held for sale	$ 1,858
Inter-segment sales [member]
Disclosure of operating segments [line items]
Inter-segment sales	$ 74	$ 62	$ 87

XML

Segment Information - Summary of Financial Information by Geographical Area (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of geographical areas [line items]
Sales to customers outside the company	$ 4,547	$ 4,456	$ 6,279
Non-current assets	13,320	13,677	13,585
Canada customer [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company	289	226	294
United States customer [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company	2,715	2,886	3,718
Canpotex customer [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company	988	778	1,346
Mexico customer [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company	85	98	100
Trinidad customer [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company	132	115	259
Brazil customer [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company	27	41	126
Colombia customer [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company	48	35	89
Other Latin America customer [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company	68	68	153
India customer [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company	104	138	144
Other customers [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company	91	71	50
Canada [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company	1,868	1,630	2,543
Non-current assets	9,501	9,534	9,472
Canada [member] | Canada customer [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company	95	97	119
Canada [member] | United States customer [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company	784	752	913
Canada [member] | Canpotex customer [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company	988	778	1,346
Canada [member] | Mexico customer [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company			2
Canada [member] | Brazil customer [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company	1	2	65
Canada [member] | Colombia customer [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company			37
Canada [member] | Other Latin America customer [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company		1	61
United States [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company	2,098	2,260	2,857
Non-current assets	3,259	3,532	3,472
United States [member] | Canada customer [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company	194	129	175
United States [member] | United States customer [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company	1,657	1,820	2,299
United States [member] | Mexico customer [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company	76	91	98
United States [member] | Brazil customer [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company	26	39	61
United States [member] | Colombia customer [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company	12	6	17
United States [member] | Other Latin America customer [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company	26	22	39
United States [member] | India customer [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company	97	138	144
United States [member] | Other customers [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company	10	15	24
Trinidad [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company	581	566	879
Non-current assets	554	597	625
Trinidad [member] | United States customer [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company	274	314	506
Trinidad [member] | Mexico customer [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company	9	7
Trinidad [member] | Trinidad customer [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company	132	115	259
Trinidad [member] | Colombia customer [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company	36	29	35
Trinidad [member] | Other Latin America customer [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company	42	45	53
Trinidad [member] | India customer [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company	7
Trinidad [member] | Other customers [member]
Disclosure of geographical areas [line items]
Sales to customers outside the company	81	56	26
Other [member]
Disclosure of geographical areas [line items]
Non-current assets	$ 6	$ 14	$ 16

XML

Segment Information - Summary of Financial Information by Geographical Area (Parenthetical) (Detail) - Canpotex customer [member]	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Other countries [member]
Disclosure of geographical areas [line items]
Sales volume percentage	7.00%	6.00%	7.00%
Latin America [member]
Disclosure of geographical areas [line items]
Sales volume percentage	30.00%	33.00%	30.00%
China [member]
Disclosure of geographical areas [line items]
Sales volume percentage	18.00%	16.00%	20.00%
India [member]
Disclosure of geographical areas [line items]
Sales volume percentage	12.00%	9.00%	9.00%
Other Asian countries [member]
Disclosure of geographical areas [line items]
Sales volume percentage	33.00%	36.00%	34.00%

XML

Nature of Expenses - Additional Information (Detail) $ in Millions	12 Months Ended
	Dec. 31, 2017 USD ($)
Disclosure Of Expenses By Nature [Abstract]
Increase in impairment	$ 258

XML

Nature of Expenses - Summary of Detailed Information About Expenses by Nature (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of expenses [Line Items]
Freight, transportation and distribution	$ 537	$ 535	$ 488
Cost of goods sold	3,335	3,091	3,522
Selling and administrative expenses	214	212	239
Other	852	782	694
Transaction costs	84	18
Total	4,187	3,873	4,216
Other expenses (income)	17	17	(33)
Depreciation and amortization [member]
Disclosure of expenses [Line Items]
Cost of goods sold	655	652	652
Other	37	43	33
Total	692	695	685
Employee costs [member]
Disclosure of expenses [Line Items]
Cost of goods sold	563	575	566
Other	113	93	90
Total	676	668	656
Energy and fuel [member]
Disclosure of expenses [Line Items]
Cost of goods sold	389	358	452
Total	389	358	452
Freight [member]
Disclosure of expenses [Line Items]
Other	372	367	345
Total	372	367	345
Impairment of property, plant and equipment [member]
Disclosure of expenses [Line Items]
Cost of goods sold	305	47
Total	305	47
Natural gas feedstock [member]
Disclosure of expenses [Line Items]
Cost of goods sold	260	250	359
Total	260	250	359
Sulfur [member]
Disclosure of expenses [Line Items]
Cost of goods sold	143	151	236
Total	143	151	236
Ammonia [member]
Disclosure of expenses [Line Items]
Cost of goods sold	103	92	114
Total	103	92	114
Natural gas hedge loss [member]
Disclosure of expenses [Line Items]
Cost of goods sold	55	77	89
Total	55	77	89
Reagents [member]
Disclosure of expenses [Line Items]
Cost of goods sold	77	76	87
Total	77	76	87
Other raw materials [member]
Disclosure of expenses [Line Items]
Cost of goods sold	107	110	131
Total	107	110	131
Contract services [member]
Disclosure of expenses [Line Items]
Cost of goods sold	255	256	305
Total	255	256	305
Supplies [member]
Disclosure of expenses [Line Items]
Cost of goods sold	238	258	289
Total	238	258	289
Railcar and vessel costs [member]
Disclosure of expenses [Line Items]
Other	102	106	86
Total	102	106	86
Transaction costs [Member]
Disclosure of expenses [Line Items]
Other	84	18
Total	84	18
Off-site warehouse costs [member]
Disclosure of expenses [Line Items]
Other	47	47	47
Total	47	47	47
Property and other taxes [member]
Disclosure of expenses [Line Items]
Cost of goods sold	40	39	38
Total	40	39	38
Royalties [member]
Disclosure of expenses [Line Items]
Cost of goods sold	39	38	69
Total	39	38	69
Products purchased for resale [member]
Disclosure of expenses [Line Items]
Cost of goods sold	18	1	58
Total	18	1	58
Other expenses [member]
Disclosure of expenses [Line Items]
Cost of goods sold	88	111	77
Other	97	108	93
Total	$ 185	$ 219	$ 170

XML

Provincial Mining and Other Taxes - Summary of Detailed Information About Provincial Mining and Other Taxes (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure Of Provincial Mining And Other Taxes [Abstract]
Potash production tax	$ 95	$ 74	$ 239
Saskatchewan resource surcharge and other	56	50	71
Total	$ 151	$ 124	$ 310

XML

Other (Expenses) Income - Summary of Detailed Information About Other Income and Expenses (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Other Operating Income Expense [Abstract]
Foreign exchange (loss) gain	$ (21)	$ (9)	$ 48
Share of earnings of equity-accounted investees	7	3	9
Dividend income		2	2
Impairment of available-for-sale investment		(10)
Other	(3)	(3)	(26)
Other (expenses) income	$ (17)	$ (17)	$ 33

XML

Finance Costs - Summary of Finance Costs (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of finance costs [line Items]
Interest on net defined benefit pension and other post-retirement plan obligations (Note 26)	$ 19	$ 19	$ 19
Unwinding of discount on asset retirement obligations (Note 18)	17	14	13
Borrowing costs capitalized to property, plant and equipment	(11)	(11)	(40)
Interest income	(2)	(3)	(2)
Finance costs	238	216	192
Short-term debt [member]
Disclosure of finance costs [line Items]
Interest expense	9	9	4
Long-term debt [member]
Disclosure of finance costs [line Items]
Interest expense	$ 206	$ 188	$ 198

XML

Finance Cost - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of finance costs [Abstract]
Average capitalization rate	4.40%	4.00%	4.50%

XML

Income Taxes - Summary of Provision for Income Taxes (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of income tax expense benefits [line Items]
(Loss) income before income taxes	$ (29)	$ 243	$ 1,561
Canadian federal and provincial statutory income tax rate	27.02%	27.02%	27.00%
Income tax at statutory rates	$ 8	$ (66)	$ (421)
Adjusted for the effect of:
Impact of tax rate changes	187
Production-related deductions	14	27	37
Tax authority examinations		16	17
Impact of foreign tax rates (US, Trinidad and other)	(25)	(17)	(62)
Other	(1)	(4)	(17)
Income tax recovery (expense) included in net income from continuing operations	183	(44)	(446)
Canada [member]
Disclosure of income tax expense benefits [line Items]
(Loss) income before income taxes	123	(43)	726
United States [member]
Disclosure of income tax expense benefits [line Items]
(Loss) income before income taxes	(271)	174	585
Trinidad [member]
Disclosure of income tax expense benefits [line Items]
(Loss) income before income taxes	95	88	224
Other countries [member]
Disclosure of income tax expense benefits [line Items]
(Loss) income before income taxes	$ 24	$ 24	$ 26

XML

Income Taxes - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Disclosure of income taxes [abstract]
Deferred tax recovery from tax rate decrease due to US tax reform legislation	$ 187
Tax losses and deductible temporary differences for which no deferred tax assets recognized	7
Capital losses anticipated to be utilized to increase tax adjusted cost base of investments in certain subsidiaries	297
Temporary differences associated with investments in subsidiaries and equity-accounted investees, for which deferred tax liabilities have not been recognized	$ 5,252	$ 6,463

XML

Income Taxes - Summary of Total Income Tax Recovery (Expense) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Current income tax
Tax expense for current year	$ (70)	$ (76)	$ (259)
Adjustments in respect of prior years	(20)	13	16
Total current income tax expense	(90)	(63)	(243)
Deferred income tax
Impact of tax rate changes	187
Origination and reversal of temporary differences	69	13	(196)
Adjustment in respect of prior years	20	7	2
Other	(3)	(1)	(9)
Total deferred income tax recovery (expense)	273	19	(203)
Income tax recovery (expense) included in net income from continuing operations	$ 183	$ (44)	$ (446)

XML

Income Taxes - Summary of Income Tax Assets (Liabilities) (Detail) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Current income tax assets
Current	$ 24	$ 41
Non-current	64	67
Total income tax assets	106	118
Current income tax liabilities
Current	(16)	(25)
Deferred income tax liabilities	(2,205)	(2,463)
Total income tax liabilities	(2,264)	(2,531)
Receivables [member]
Current income tax assets
Current	24	41
Other assets [member]
Current income tax assets
Non-current	64	67
Deferred income tax assets	18	10
Payables and accrued charges [member]
Current income tax liabilities
Current	(16)	(25)
Other non-current liabilities and deferred credits [member]
Current income tax liabilities
Non-current	(43)	(43)
Deferred income tax liabilities [member]
Current income tax liabilities
Deferred income tax liabilities	$ (2,205)	$ (2,463)

XML

Income Taxes - Summary of Deferred Income Taxes (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred income tax liabilities	$ (2,205)	$ (2,463)
Deferred income tax (liability) asset	(2,187)	(2,453)	$ (2,428)
Deferred income tax recovery (expense) recognized in net income	273	19	(203)
Tax loss and other carryforwards [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred income tax assets	13	118
Deferred income tax recovery (expense) recognized in net income	(105)	116	(1)
Asset retirement obligations and accrued environmental costs [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred income tax assets	120	176
Deferred income tax recovery (expense) recognized in net income	(56)	2
Derivative instrument liabilities [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred income tax assets	13	35
Inventories [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred income tax assets	4	6
Deferred income tax recovery (expense) recognized in net income	(2)	(25)	9
Post-retirement benefits and share-based compensation [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred income tax assets	124	166
Deferred income tax recovery (expense) recognized in net income	(22)	13	5
Other assets [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred income tax assets	11	22
Deferred income tax recovery (expense) recognized in net income	(11)	8	(7)
Property plant and equipment [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred income tax liabilities	(2,458)	(2,930)
Deferred income tax recovery (expense) recognized in net income	472	(93)	(212)
Investments in equity-accounted investees [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred income tax liabilities		(35)
Other liabilities [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred income tax liabilities	(14)	(11)
Deferred income tax recovery (expense) recognized in net income	$ (3)	$ (2)	$ 3

XML

Income Taxes - Summary of Reconciliation of Net Deferred Income Tax Liabilities (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Reconciliation of changes in deferred tax liability (asset) [abstract]
Balance, beginning of year	$ (2,453)	$ (2,428)
Income tax recovery recognized in net income from continuing operations	273	19	$ (203)
Reclassified as held for sale	36
Income tax charge recognized in OCI	(43)	(48)
Other		4
Balance, end of year	$ (2,187)	$ (2,453)	$ (2,428)

XML

Income Taxes - Summary of Amounts and Expiry Dates of Unused Tax Losses and Unused Tax Credits (Detail) $ in Millions	12 Months Ended
	Dec. 31, 2017 USD ($)
Unused operating tax credits [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Amount	$ 9
Expiry Date	2028 - Indefinite
Unused investment tax credits [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Amount	$ 50
Expiry Date	2018 - 2036
Unused alternative minimum tax credits [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Amount	$ 9
Expiry Date	None

XML

Net Income per Share - Summary of Net Income per Share (Detail) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Basic net income per share
Net income from continuing operations available to common shareholders	$ 154	$ 199	$ 1,115
Net income from discontinued operations available to common shareholders	173	124	155
Total Net Income	$ 327	$ 323	$ 1,270
Weighted average number of common shares	840,079,000	838,928,000	834,141,000
Basic net income per share from continuing operations	$ 0.18	$ 0.24	$ 1.34
Basic net income per share from discontinued operations	0.21	0.15	0.18
Basic net income per share from continuing and discontinued operations	$ 0.39	$ 0.39	$ 1.52
Diluted net income per share
Net income from continuing operations available to common shareholders	$ 154	$ 199	$ 1,115
Net income from discontinued operations available to common shareholders	173	124	155
Total Net Income	$ 327	$ 323	$ 1,270
Weighted average number of common shares	840,079,000	838,928,000	834,141,000
Dilutive effect of stock options	199,000	210,000	3,208,000
Dilutive effect of share-settled performance share units	38,000	321,000
Weighted average number of diluted common shares	840,316,000	839,459,000	837,349,000
Diluted net income per share from continuing operations	$ 0.18	$ 0.24	$ 1.34
Diluted net income per share from discontinued operations	0.21	0.14	0.18
Diluted net income per share from continuing and discontinued operations	$ 0.39	$ 0.38	$ 1.52

XML

Net Income per Share - Summary of Options Excluded from Calculation of Diluted Net Income per Share (Detail) - shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Earnings per share [abstract]
Weighted average number of options	12,304,351	12,697,691	7,269,775
Option plan years fully excluded	2008- 2015,2017	2007-2014	2008, 2009, 2011-2013

XML

Consolidated Statements of Cash Flow - Summary of Cash Provided by Operating Activities (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Reconciliation of cash provided by operating activities
Net income	$ 327	$ 323	$ 1,270
Adjustments to reconcile net income to cash provided by operating activities
Depreciation and amortization	692	695	685
Impairment of property, plant and equipment (Note 13)	305	47
Net (undistributed) distributed earnings of equity-accounted investees	(1)	70	(35)
Share-based compensation	11	2	22
(Recovery of) provision for deferred income tax	(273)	(22)	204
Pension and other post-retirement benefits	64	46	30
Asset retirement obligations and accrued environmental costs	7	29	20
Other long-term liabilities and miscellaneous	21	10	15
Subtotal of adjustments	826	877	941
Changes in non-cash operating working capital
Receivables	47	114	259
Inventories	(10)	(21)	(99)
Prepaid expenses and other current assets	(13)	17	(19)
Payables and accrued charges	48	(50)	(14)
Subtotal of changes in non-cash operating working capital	72	60	127
Cash provided by operating activities	1,225	1,260	2,338
Supplemental cash flow disclosure
Interest paid	198	189	193
Income taxes paid	$ 83	$ 50	$ 171

XML

Consolidated Statements of Cash Flow - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Statement of cash flows [abstract]
Total cash provided by operating activities	$ 1,225	$ 1,260	$ 2,338

XML

Consolidated Statements of Cash Flow - Summary of Changes in Liabilities Arising From Financing Activities (Detail) $ in Millions	12 Months Ended
	Dec. 31, 2017 USD ($)
Disclosure of reconciliation of liabilities arising from financing activities [line items]
Beginning balance	$ 4,591
Cash Flows	(160)
Non-cash Changes	10
Ending balance	4,441
Short-term debt and current portion of long-term debt [member]
Disclosure of reconciliation of liabilities arising from financing activities [line items]
Beginning balance	884
Cash Flows	(159)
Non-cash Changes	5
Ending balance	730
Long-term debt [member]
Disclosure of reconciliation of liabilities arising from financing activities [line items]
Beginning balance	3,707
Cash Flows	(1)
Non-cash Changes	5
Ending balance	$ 3,711

XML

Receivables - Summary of Receivables (Detail) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Trade and other current receivables [abstract]
Less provision for impairment of trade accounts receivable	$ (6)	$ (6)
Trade accounts receivable	390	427
Income taxes receivable (Note 8)	24	41
Margin deposits on derivative instruments	21	27
GST and VAT receivable	24	22
Other non-tradeaccounts	30	28
Receivables	489	545
Trade accounts receivable [member] | Canpotex [member]
Trade and other current receivables [abstract]
Trade accounts receivable	82	141
Trade accounts receivable [member] | Other customers [member]
Trade and other current receivables [abstract]
Trade accounts receivable	$ 314	$ 292

XML

Inventories - Summary of Inventories (Detail) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Classes of current inventories [abstract]
Finished products	$ 260	$ 269
Intermediate products	202	174
Raw materials	62	75
Materials and supplies	264	250
Inventories	$ 788	$ 768

XML

Inventories - Summary of Items Affecting Cost of Goods Sold (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of details of inventory costs [Abstract]
Expensed inventories before the following items	$ 2,791	$ 2,712	$ 3,233
Reserves, reversals and writedowns of inventories	44	31	11
Cost of inventories recognised as expense during period, Total	$ 2,835	$ 2,743	$ 3,244

XML

Inventories - Additional Information (Detail) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Classes of current inventories [abstract]
Inventories, at net realizable value	$ 45	$ 47

XML

Property, Plant and Equipment - Additional Information (Detail) $ in Millions	3 Months Ended		12 Months Ended
	Dec. 31, 2017 USD ($)	Sep. 30, 2017 USD ($)	Dec. 31, 2017 USD ($) Nutrients	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Mar. 31, 2016 USD ($)
Disclosure of detailed information about property, plant and equipment [line items]
Number of nutrients | Nutrients			3
Impairment loss recognized in cost of goods sold			$ 305	$ 47	$ 0
Property, plant and equipment	$ 12,971		12,971	13,318	13,212
Applicable net change in accounts payable reclassified (to) from investing activities (from) to operating activities			(22)	(68)	19
Carrying amount of idled assets	2,267		2,267	2,142	$ 2,015
Geismar phosphate [member]
Disclosure of detailed information about property, plant and equipment [line items]
Recoverable amount of asset or cash-generating unit				0
Impairment loss recognized in cost of goods sold				20
Phosphate [member]
Disclosure of detailed information about property, plant and equipment [line items]
Recoverable amount of asset or cash-generating unit						$ 0
Impairment loss recognized in cost of goods sold	26	$ 29		$ 27
Property, plant and equipment	31	$ 29	31			$ 27
White Springs and Feed Plants [member]
Disclosure of detailed information about property, plant and equipment [line items]
Recoverable amount of asset or cash-generating unit	$ 96		96
Impairment loss recognized in cost of goods sold			$ 250
After tax discount rate			8.00%

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Property, Plant and Equipment - Summary of Estimated Useful Lives (Detail)	12 Months Ended
	Dec. 31, 2017
Land Improvements 1 [member] | Bottom of range [member]
Disclosure of detailed information about property, plant and equipment [line items]
Useful Life Range (years)	8 years
Land Improvements 1 [member] | Top of range [member]
Disclosure of detailed information about property, plant and equipment [line items]
Useful Life Range (years)	69 years
Land Improvements 1 [member] | Weighted average [member]
Disclosure of detailed information about property, plant and equipment [line items]
Useful Life Range (years)	38 years
Buildings and Improvements [member] | Bottom of range [member]
Disclosure of detailed information about property, plant and equipment [line items]
Useful Life Range (years)	9 years
Buildings and Improvements [member] | Top of range [member]
Disclosure of detailed information about property, plant and equipment [line items]
Useful Life Range (years)	60 years
Buildings and Improvements [member] | Weighted average [member]
Disclosure of detailed information about property, plant and equipment [line items]
Useful Life Range (years)	38 years
Machinery and Equipment [member] | Bottom of range [member]
Disclosure of detailed information about property, plant and equipment [line items]
Useful Life Range (years)	3 years
Machinery and Equipment [member] | Top of range [member]
Disclosure of detailed information about property, plant and equipment [line items]
Useful Life Range (years)	60 years
Machinery and Equipment [member] | Weighted average [member]
Disclosure of detailed information about property, plant and equipment [line items]
Useful Life Range (years)	25 years

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Property, Plant and Equipment - Summary of Reconciliation Of Changes in Property Plant and Equipment (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	$ 13,318	$ 13,212
Additions	625	820
Change in investment tax credits	7	(1)
Disposals	(2)	(1)
Change in asset retirement costs	15	12
Depreciation	(687)	(677)	$ (680)
Impairment	(305)	(47)	0
Ending balance	12,971	13,318	13,212
Carrying amount [member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	19,726
Ending balance	20,142	19,726
Accumulated depreciation and amortisation [member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	(6,408)
Ending balance	(7,171)	(6,408)
Land and Improvements [member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	618	538
Transfers	63	102
Depreciation	(19)	(22)
Impairment	(50)
Ending balance	612	618	538
Land and Improvements [member] | Carrying amount [member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	807
Ending balance	868	807
Land and Improvements [member] | Accumulated depreciation and amortisation [member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	(189)
Ending balance	(256)	(189)
Buildings and Improvements [member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	4,212	3,636
Additions		2
Transfers	71	639
Depreciation	(83)	(65)
Impairment	(16)
Ending balance	4,184	4,212	3,636
Buildings and Improvements [member] | Carrying amount [member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	4,813
Ending balance	4,837	4,813
Buildings and Improvements [member] | Accumulated depreciation and amortisation [member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	(601)
Ending balance	(653)	(601)
Machinery and Equipment [member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	6,859	7,005
Additions	9	9
Change in investment tax credits	7	(6)
Disposals	(2)	(1)
Transfers	521	391
Depreciation	(487)	(500)
Impairment	(163)	(39)
Ending balance	6,744	6,859	7,005
Machinery and Equipment [member] | Carrying amount [member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	11,574
Ending balance	12,000	11,574
Machinery and Equipment [member] | Accumulated depreciation and amortisation [member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	(4,715)
Ending balance	(5,256)	(4,715)
Mine Development Costs [member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	1,027	571
Additions	88	65
Transfers	(21)	469
Change in asset retirement costs	15	12
Depreciation	(98)	(90)
Impairment	(32)
Ending balance	979	1,027	571
Mine Development Costs [member] | Carrying amount [member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	1,930
Ending balance	1,985	1,930
Mine Development Costs [member] | Accumulated depreciation and amortisation [member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	(903)
Ending balance	(1,006)	(903)
Assets Under Construction [member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	602	1,462
Additions	528	744
Change in investment tax credits		5
Transfers	(634)	(1,601)
Impairment	(44)	(8)
Ending balance	452	602	$ 1,462
Assets Under Construction [member] | Carrying amount [member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	602
Ending balance	$ 452	$ 602

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Property, Plant and Equipment - Summary of Depreciation in Property Plant and Equipment (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of detailed information about property, plant and equipment [line items]
Depreciation, property, plant and equipment	$ 687	$ 677	$ 680
Cost of goods sold and selling and administrative expenses [member]
Disclosure of detailed information about property, plant and equipment [line items]
Depreciation, property, plant and equipment	668	671	667
Cost of property, plant and equipment and inventory [member]
Disclosure of detailed information about property, plant and equipment [line items]
Depreciation, property, plant and equipment	$ 19	$ 6	$ 13

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Other Assets - Additional Information (Detail) - Other assets [member] - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of Other Assets [line items]
Amortization expense	$ 9	$ 10	$ 11
Bottom of range [member]
Disclosure of Other Assets [line items]
Estimated useful ives	1 year
Top of range [member]
Disclosure of Other Assets [line items]
Estimated useful ives	12 years

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Other Assets - Summary of Other Assets (Detail) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Miscellaneous non-current assets [abstract]
Long-term income taxes receivable (Note 8)	$ 64	$ 67
Ammonia catalysts - net of accumulated amortization of $61 (2016 - $53)	42	39
Accrued pension benefit asset (Note 26)	24	23
Investment tax credits receivable	24	23
Margin deposits on derivative instruments	17	34
Upfront lease costs - net of accumulated amortization of $12 (2016 - $11)	15	16
Other - net of accumulated amortization of $23 (2016 - $21)	60	48
Other assets	$ 246	$ 250

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Other Assets - Summary of Other Assets (Parenthetical) (Detail) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Miscellaneous non-current assets [abstract]
Ammonia catalyst	$ 61	$ 53
Upfront lease costs	12	11
Other	$ 23	$ 21

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Intangible Assets - Summary of Reconciliation of Intangible Assets (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Carrying amount, beginning of year	$ 180	$ 192
Additions	1	2
Amortization	(15)	(14)
Carrying amount, end of year	166	180
Carrying amount [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Carrying amount, beginning of year	226
Carrying amount, end of year	227	226
Accumulated depreciation, amortisation and impairment [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Carrying amount, beginning of year	(46)
Carrying amount, end of year	(61)	(46)
Goodwill [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Carrying amount, beginning of year	97	97
Carrying amount, end of year	97	97
Goodwill [member] | Carrying amount [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Carrying amount, beginning of year	104
Carrying amount, end of year	104	104
Goodwill [member] | Accumulated depreciation, amortisation and impairment [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Carrying amount, beginning of year	(7)
Carrying amount, end of year	(7)	(7)
Intangible assets other than goodwill [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Carrying amount, beginning of year	83	95
Additions	1	2
Amortization	(15)	(14)
Carrying amount, end of year	69	83
Intangible assets other than goodwill [member] | Carrying amount [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Carrying amount, beginning of year	122
Carrying amount, end of year	123	122
Intangible assets other than goodwill [member] | Accumulated depreciation, amortisation and impairment [member]
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Carrying amount, beginning of year	(39)
Carrying amount, end of year	$ (54)	$ (39)

XML

Intangible Assets - Summary of Reconciliation of Intangible Assets (Parenthetical) (Detail) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Disclosure of detailed information about intangible assets [abstract]
Goodwill	$ 97	$ 97
Percentage of goodwill in shareholder's equity	1.20%	1.20%

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Payables and Accrued Charges - Summary of Payables and Accrued Charges (Detail) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Trade and other payables [abstract]
Trade accounts	$ 306	$ 340
Accrued compensation	98	76
Dividends	84	84
Current portion of asset retirement obligations and accrued environmental costs (Note 18)	72	58
Deferred revenue	51	59
Accrued transaction costs (Note 32)	42
Current portion of pension and other post-retirement benefits (Note 26)	35	32
Accrued interest	33	35
Income taxes (Note 8)	16	25
Other payables and other accrued charges	70	63
Payables and accrued charges	$ 807	$ 772

XML

Payables and Accrued Charges - Additional Information (Detail)	Dec. 31, 2017
Trade and other payables [abstract]
Total trade accounts percentage included in payables and accrued charges	38.00%

XML

Derivative Instruments - Summary of Derivatives (Detail) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Disclosure of derivative financial instruments [line items]
Derivatives Assets	$ 10	$ 6
Less current portion	(7)	(1)
Long-term portion	3	5
Derivatives Liabilities	64	97
Less current portion	(29)	(41)
Long-term portion	35	56
Net	(54)	(91)
Less current portion	22	40
Long-term portion	(32)	(51)
Natural gas derivatives [member]
Disclosure of derivative financial instruments [line items]
Derivatives Assets	9	6
Derivatives Liabilities	29	53
Net	(20)	(47)
Foreign currency derivatives [member]
Disclosure of derivative financial instruments [line items]
Derivatives Assets	1
Net	1
Cash flow hedges [member] | Natural gas derivatives [member]
Disclosure of derivative financial instruments [line items]
Derivatives Liabilities	35	44
Net	$ (35)	$ (44)

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Derivative Instruments - Additional Information (Detail) MMBTU in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2017 USD ($) MMBTU	Dec. 31, 2016 USD ($) MMBTU	Dec. 31, 2015 USD ($)
Disclosure of derivative financial instruments [line items]
(Losses) gains before taxes recognized in other comprehensive income	$ (14)	$ 11	$ (83)
Losses recognized on ineffectiveness	1	2	0
Loss before taxes in AOCI to be reclassified to cost of goods sold within the next 12 months	25	44	79
Foreign currency forward contract [member] | Canadian dollars {member]
Disclosure of derivative financial instruments [line items]
Derivative notional amount	$ 39	$ 21
Average exchange rate	1.2754	1.3490
Cost of goods sold [member]
Disclosure of derivative financial instruments [line items]
Losses before taxes reclassified from accumulated other comprehensive income	$ 54	$ 78	$ 84
Natural gas derivatives [member]
Disclosure of derivative financial instruments [line items]
Derivative notional amount | MMBTU	27	46

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Provisions for Asset Retirement, Environmental and Other Obligations - Summary of Risk-Free Rate and Expected Cash Flow Payments (Detail)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Potash [member]
Disclosure of asset retirement obligations [Line Items]
Risk-Free Rate	5.00%	5.00%
Bottom of range [member] | Phosphate [member]
Disclosure of asset retirement obligations [Line Items]
Risk-Free Rate	2.16%	1.86%
Cash Flow Payments	1 year	1 year
Bottom of range [member] | Potash [member]
Disclosure of asset retirement obligations [Line Items]
Cash Flow Payments	40 years	50 years
Top of range [member] | Phosphate [member]
Disclosure of asset retirement obligations [Line Items]
Risk-Free Rate	2.74%	3.06%
Cash Flow Payments	85 years	85 years
Top of range [member] | Potash [member]
Disclosure of asset retirement obligations [Line Items]
Cash Flow Payments	360 years	340 years

XML

Provisions for Asset Retirement, Environmental and Other Obligations - Summary of Risk-Free Rate and Expected Cash Flow Payments (Parenthetical) (Detail)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Weighted average [member]
Disclosure of asset retirement obligations [Line Items]
Cash Flow Payments	35 years	35 years

XML

Provisions for Asset Retirement, Environmental and Other Obligations - Summary of Sensitivity of Asset Retirement Obligations to Changes in Discount Rate and Inflation Rate on Recorded Liability (Detail) $ in Millions	Dec. 31, 2017 USD ($)
Potash [member]
Disclosure of asset retirement obligations [Line Items]
Undiscounted cash flows	$ 1,017
Discounted Cash Flows	114
+0.5% Discount Rate	(25)
-0.5% Discount Rate	37
+0.5% Inflation Rate	39
-0.5% Inflation Rate	(27)
Nitrogen [member]
Disclosure of asset retirement obligations [Line Items]
Undiscounted cash flows	62
Discounted Cash Flows	3
+0.5% Discount Rate	(1)
-0.5% Discount Rate	1
+0.5% Inflation Rate	1
-0.5% Inflation Rate	(1)
Phosphate [member]
Disclosure of asset retirement obligations [Line Items]
Undiscounted cash flows	954
Discounted Cash Flows	608
+0.5% Discount Rate	(36)
-0.5% Discount Rate	42
+0.5% Inflation Rate	43
-0.5% Inflation Rate	$ (37)

XML

Provisions for Asset Retirement, Environmental and Other Obligations - Summary of Sensitivity of Asset Retirement Obligations to Changes in Discount Rate and Inflation Rate on Recorded Liability (Parenthetical) (Detail)	12 Months Ended
	Dec. 31, 2017
Bottom of range [member]
Disclosure of asset retirement obligations [Line Items]
Final decommissioning period	92 years
Top of range [member]
Disclosure of asset retirement obligations [Line Items]
Final decommissioning period	292 years

XML

Provisions for Asset Retirement, Environmental and Other Obligations - Summary of Reconciliation of Asset Retirement, Environmental Restoration and Other Obligations (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Disclosure of other provisions [line items]
Beginning balance	$ 704	$ 665
Charged to income
New obligations	5	7
Change in discount rate	1	9
Change in other estimates	13	42
Unwinding of discount	17	14
Capitalized to property, plant and equipment
Change in discount rate	11	11
Change in other estimates	4	1
Settled during period	(35)	(46)
Exchange differences	6	1
Ending balance	726	704
Current liabilities
Payables and accrued charges	75	61
Non-current liabilities
Asset retirement obligations and accrued environmental costs	651	643
Asset Retirement Obligations [member]
Disclosure of other provisions [line items]
Beginning balance	678	637
Charged to income
New obligations	3	3
Change in discount rate	1	9
Change in other estimates	15	42
Unwinding of discount	17	14
Capitalized to property, plant and equipment
Change in discount rate	11	11
Change in other estimates	4	1
Settled during period	(33)	(40)
Exchange differences	6	1
Ending balance	702	678
Current liabilities
Payables and accrued charges	67	51
Non-current liabilities
Asset retirement obligations and accrued environmental costs	635	627
Environmental Restoration Obligations [member]
Disclosure of other provisions [line items]
Beginning balance	23	22
Charged to income
New obligations	2	3
Change in other estimates	(2)
Capitalized to property, plant and equipment
Settled during period	(2)	(2)
Ending balance	21	23
Current liabilities
Payables and accrued charges	5	7
Non-current liabilities
Asset retirement obligations and accrued environmental costs	16	16
Asset Retirement and Environmental Restoration Obligation [member]
Disclosure of other provisions [line items]
Beginning balance	701	659
Charged to income
New obligations	5	6
Change in discount rate	1	9
Change in other estimates	13	42
Unwinding of discount	17	14
Capitalized to property, plant and equipment
Change in discount rate	11	11
Change in other estimates	4	1
Settled during period	(35)	(42)
Exchange differences	6	1
Ending balance	723	701
Current liabilities
Payables and accrued charges	72	58
Non-current liabilities
Asset retirement obligations and accrued environmental costs	651	643
Other obligations [member]
Disclosure of other provisions [line items]
Beginning balance	3	6
Charged to income
New obligations		1
Capitalized to property, plant and equipment
Settled during period		(4)
Ending balance	3	3
Current liabilities
Payables and accrued charges	$ 3	$ 3

XML

Provisions for Asset Retirement, Environmental and Other Obligations - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of other provisions [abstract]
Operating expenses, other than costs associated with asset retirement obligations	$ 99	$ 95	$ 111
Capital expenditures incurred to meet pollution prevention and control as well as other environmental objectives	$ 81	$ 82	$ 164

XML

Investments - Additional Information (Detail) - USD ($) $ in Millions		12 Months Ended
	Jan. 24, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2012
Investment [line Items]
Dividends received from equity-accounted investments		$ 6	$ 6	$ 7
Net unrealized loss on available-for-sale investments		320	346
Secondary offering [member] | Major ordinary share transactions [member]
Investment [line Items]
Net proceedss from sale of shares	$ 685
Loss on disposal of shares	19
Income taxes on disposal of investments	$ 0
Sinofert [member]
Investment [line Items]
Investment carrying value			200		$ 238
Impairment loss		$ 0	$ 10		$ 38	$ 341

XML

Investments - Summary of Assets and Liabilities held for Sale (Detail) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Disclosure of assets and liabilities held for sale [line items]
Equity-accounted investees	$ 30	$ 1,173
Current tax asset	24	$ 41
Deferred income tax liabilities	36
Disposal groups classified as held for sale [member]
Disclosure of assets and liabilities held for sale [line items]
Current tax asset	4
Assets held for sale	1,858
Deferred income tax liabilities	36
Disposal groups classified as held for sale [member] | SQM And APC [member]
Disclosure of assets and liabilities held for sale [line items]
Equity-accounted investees	1,146
Disposal groups classified as held for sale [member] | ICL [member]
Disclosure of assets and liabilities held for sale [line items]
Available-for-sale investment	$ 708

XML

Investments - Summary of Net Income and Cash Flows from Discontinued Operations (Detail) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of discontinued operations [line items]
Share of earnings of equity-accounted investees	$ 7	$ 3	$ 9
Dividend income		2	2
Net income from discontinued operations	$ 173	$ 124	$ 155
Net income per share from discontinued operations
Basic	$ 0.21	$ 0.15	$ 0.18
Diluted	$ 0.21	$ 0.14	$ 0.18
Discontinued operations [member]
Disclosure of discontinued operations [line items]
Share of earnings of equity-accounted investees	$ 151	$ 92	$ 112
Dividend income	24	31	48
Income tax (expense) recovery	(2)	1	(5)
Net income from discontinued operations	$ 173	$ 124	$ 155
Net income per share from discontinued operations
Basic	$ 0.21	$ 0.15	$ 0.18
Diluted	$ 0.21	$ 0.14	$ 0.18
Dividends from discontinued operations	$ 176	$ 195	$ 127

XML

Investments - Summary of Assets held for Sale (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Disposal groups classified as held for sale [member]
Disclosure of assets held for sale [line Items]
Held for sale investments	$ 1,854
SQM [member]
Disclosure of assets held for sale [line Items]
Principal Activity	Chemicals & Mining
Principal Place of Business and Incorporation	Chile
Proportion of ownership interest and voting rights held		32.00%
SQM [member] | Disposal groups classified as held for sale [member]
Disclosure of assets held for sale [line Items]
Principal Activity	Chemicals & Mining
Principal Place of Business and Incorporation	Chile
Proportion of ownership interest and voting rights held	32.00%
Held for sale investments	$ 784
APC [member]
Disclosure of assets held for sale [line Items]
Principal Activity	Mining
Principal Place of Business and Incorporation	Jordan
Proportion of ownership interest and voting rights held		28.00%
APC [member] | Disposal groups classified as held for sale [member]
Disclosure of assets held for sale [line Items]
Principal Activity	Mining
Principal Place of Business and Incorporation	Jordan
Proportion of ownership interest and voting rights held	28.00%
Held for sale investments	$ 362
ICL [member] | Disposal groups classified as held for sale [member]
Disclosure of assets held for sale [line Items]
Principal Activity	Fertilizer & Specialty Chemicals
Principal Place of Business and Incorporation	Israel
Proportion of ownership interest and voting rights held	14.00%
Held for sale investments	$ 708
Fair value [member] | SQM [member] | Disposal groups classified as held for sale [member]
Disclosure of assets held for sale [line Items]
Held for sale investments	4,645
Fair value [member] | APC [member] | Disposal groups classified as held for sale [member]
Disclosure of assets held for sale [line Items]
Held for sale investments	543
Fair value [member] | ICL [member] | Disposal groups classified as held for sale [member]
Disclosure of assets held for sale [line Items]
Held for sale investments	$ 708

XML

Investments - Summary of Assets held for Sale (Parenthetical) (Detail)	12 Months Ended
	Dec. 31, 2017
Disposal groups classified as held for sale [member] | SQM [member]
Disclosure of assets held for sale [line Items]
Proportional voting rights	28.00%

XML

Investments - Summary of Equity-accounted Investees (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Disclosure of interests in other entities [line items]
Investments in equity-accounted investees	$ 30	$ 1,173
SQM [member]
Disclosure of interests in other entities [line items]
Principal Activity	Chemicals & Mining
Principal Place of Business and Incorporation	Chile
Proportion of ownership interest and voting rights held		32.00%
Investments in equity-accounted investees		$ 781
APC [member]
Disclosure of interests in other entities [line items]
Principal Activity	Mining
Principal Place of Business and Incorporation	Jordan
Proportion of ownership interest and voting rights held		28.00%
Investments in equity-accounted investees		$ 362
Canpotex [member]
Disclosure of interests in other entities [line items]
Principal Activity	Marketing & Logistics
Principal Place of Business and Incorporation	Canada
Proportion of ownership interest and voting rights held	33.00%	33.00%
Other associates and joint ventures [member]
Disclosure of interests in other entities [line items]
Investments in equity-accounted investees	$ 30	$ 30
Fair value [member] | SQM [member]
Disclosure of interests in other entities [line items]
Investments in equity-accounted investees		2,228
Fair value [member] | APC [member]
Disclosure of interests in other entities [line items]
Investments in equity-accounted investees		$ 618

XML

Investments - Summary of Equity-accounted Investees (Parenthetical) (Detail)		12 Months Ended
	Jan. 01, 2018	Dec. 31, 2017	Dec. 31, 2016
SQM [member]
Disclosure of interests in other entities [line items]
Interests in associates and joint ventures			32.00%
Canpotex [member]
Disclosure of interests in other entities [line items]
Interests in associates and joint ventures		33.00%	33.00%
Major ordinary share transactions [member] | Canpotex [member]
Disclosure of interests in other entities [line items]
Interests in associates and joint ventures	50.00%
Disposal groups classified as held for sale [member] | SQM [member]
Disclosure of interests in other entities [line items]
Proportional voting rights		28.00%
Interests in associates and joint ventures		32.00%

XML

Investments - Summary of Aggregated Financial Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of interests in other entities [line items]
Gross profit	$ 675	$ 830	$ 2,269
Income from continuing operations and net income	327	323	1,270
Other comprehensive income	96	41	(517)
Total comprehensive income	423	364	753
Current assets	3,323	1,394
Current liabilities	1,602	1,697
Joint ventures [member]
Disclosure of interests in other entities [line items]
Income from continuing operations and net income	9	6	8
Other comprehensive income	0	0	0
Total comprehensive income	9	6	8
Associates and joint ventures investment [member]
Disclosure of interests in other entities [line items]
Sales	5,509	4,739	5,892
Gross profit	992	811	900
Income from continuing operations and net income	573	382	419
Current assets	3,581	3,762
Non-current assets	2,869	2,885
Current liabilities	1,235	1,292
Non-current liabilities	1,751	1,730
Non-controlling interest	60	61
Associates [member]
Disclosure of interests in other entities [line items]
Other comprehensive income	$ 0	$ 0	$ 0

XML

Investments - Summary of Available-for-sale Investments (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Disclosure of financial assets [line items]
Fair Value and Carrying Amount	$ 262	$ 940
ICL [member]
Disclosure of financial assets [line items]
Principal Activity	Fertilizer & Specialty Chemicals
Principal Place of Business and Incorporation	Israel
Proportion of ownership interest and voting rights held		14.00%
Fair Value and Carrying Amount		$ 725
Sinofert [member]
Disclosure of financial assets [line items]
Principal Activity	Fertilizer Supplier & Distributor
Principal Place of Business and Incorporation	China/Bermuda
Proportion of ownership interest and voting rights held	22.00%	22.00%
Fair Value and Carrying Amount	$ 258	$ 212
Other [member]
Disclosure of financial assets [line items]
Fair Value and Carrying Amount	$ 4	$ 3

XML

Investments - Summary of Changes in Fair Value and Related Accounting for Investment (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of fair value measurement of assets [line items]
Beginning balance	$ (346)
Ending balance	(320)	$ (346)
Fair value [member] | Sinofert [member]
Disclosure of fair value measurement of assets [line items]
Beginning balance	212	266	$ 252
Decrease in fair value and recognition of impairment		(76)
Increase in fair value subsequent to recognition of impairment		22
Increase in fair value during the year	46		14
Ending balance	258	212	266
Unrealized (loss) gain [member] | Sinofert [member]
Disclosure of fair value measurement of assets [line items]
Beginning balance	(367)	(313)	(327)
Decrease in fair value and recognition of impairment		(76)
Increase in fair value subsequent to recognition of impairment		22
Increase in fair value during the year	46		14
Ending balance	(321)	(367)	(313)
Impact of unrealized loss on OCI and AOCI [member] | Sinofert [member]
Disclosure of fair value measurement of assets [line items]
Beginning balance	22	66	52
Decrease in fair value and recognition of impairment		(66)
Increase in fair value subsequent to recognition of impairment		22
Increase in fair value during the year	46		14
Ending balance	68	22	66
Impact of unrealized loss on net income and retained earnings [member] | Sinofert [member]
Disclosure of fair value measurement of assets [line items]
Beginning balance	(389)	(379)	(379)
Decrease in fair value and recognition of impairment		(10)
Ending balance	$ (389)	$ (389)	$ (379)

XML

Short-Term Debt - Summary of Short-Term Debt (Detail) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Disclosure of detailed information about borrowings [abstract]
Commercial paper	$ 730	$ 389

XML

Short-Term Debt - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Disclosure of detailed information about borrowings [line items]
Commercial paper authorized to issue	$ 2,500,000,000	$ 2,500,000,000
Unsecured line of credit [member]
Disclosure of detailed information about borrowings [line items]
Unsecured line of credit available for short-term financing before letters of credit and direct borrowings	75,000,000	$ 75,000,000
Letters of credit	0
Direct borrowings	$ 4,000,000
Line of credit availability	2018-08	2017-08
Undrawn borrowing facilities	$ 71,000,000	$ 75,000,000
Unsecured line of credit [member] | Top of range [member]
Disclosure of detailed information about borrowings [line items]
Debt-to-capital ratio	65.00%
Percentage of net book value of disposed assets	25.00%
Debt of subsidiaries	$ 1,000,000,000
Permitted lien basket	300,000,000
Unsecured line of credit [member] | Bottom of range [member]
Disclosure of detailed information about borrowings [line items]
Non-payment of other debt trigger	$ 100,000,000
Non-payment of other debt trigger as percentage of shareholders' equity	2.00%

XML

Long-Term Debt - Summary of Long-Term Debt (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Disclosure of detailed information about borrowings [line items]
Borrowings Less net unamortized debt issue costs	$ 3,707	$ 4,202
Less current maturities		(500)
Add current portion of amortization	4	5
Long-term debt	3,711	3,707
Carrying amount [member]
Disclosure of detailed information about borrowings [line items]
Borrowings	3,750
Borrowings Less net unamortized debt issue costs	3,707	4,202
Accumulated depreciation and amortisation [member]
Disclosure of detailed information about borrowings [line items]
Less net unamortized debt issue costs	$ (43)	(48)
Notes issued 2010 [member]
Disclosure of detailed information about borrowings [line items]
Rate of interest	3.25%
Maturity	December 1, 2017
Notes issued 2010 [member] | Carrying amount [member]
Disclosure of detailed information about borrowings [line items]
Borrowings		500
Notes issued 2009 [member]
Disclosure of detailed information about borrowings [line items]
Rate of interest	6.50%
Maturity	May 15, 2019
Notes issued 2009 [member] | Carrying amount [member]
Disclosure of detailed information about borrowings [line items]
Borrowings	$ 500	500
Notes issued 2009 [member]
Disclosure of detailed information about borrowings [line items]
Rate of interest	4.875%
Maturity	March 30, 2020
Notes issued 2009 [member] | Carrying amount [member]
Disclosure of detailed information about borrowings [line items]
Borrowings	$ 500	500
Notes issued 2014 [member]
Disclosure of detailed information about borrowings [line items]
Rate of interest	3.625%
Maturity	March 15, 2024
Notes issued 2014 [member] | Carrying amount [member]
Disclosure of detailed information about borrowings [line items]
Borrowings	$ 750	750
Notes issued 2015 [member]
Disclosure of detailed information about borrowings [line items]
Rate of interest	3.00%
Maturity	April 1, 2025
Notes issued 2015 [member] | Carrying amount [member]
Disclosure of detailed information about borrowings [line items]
Borrowings	$ 500	500
Notes issued 2016 [member]
Disclosure of detailed information about borrowings [line items]
Rate of interest	4.00%
Maturity	December 15, 2026
Notes issued 2016 [member] | Carrying amount [member]
Disclosure of detailed information about borrowings [line items]
Borrowings	$ 500	500
Notes issued 2006 [member]
Disclosure of detailed information about borrowings [line items]
Rate of interest	5.875%
Maturity	December 1, 2036
Notes issued 2006 [member] | Carrying amount [member]
Disclosure of detailed information about borrowings [line items]
Borrowings	$ 500	500
Notes issued 2010 [member]
Disclosure of detailed information about borrowings [line items]
Rate of interest	5.625%
Maturity	December 1, 2040
Notes issued 2010 [member] | Carrying amount [member]
Disclosure of detailed information about borrowings [line items]
Borrowings	$ 500	500
Other [Member] | Carrying amount [member]
Disclosure of detailed information about borrowings [line items]
Borrowings	$ 3,750	$ 4,250

XML

Long-Term Debt - Summary of Long-Term Debt (Parenthetical) (Detail)	12 Months Ended
	Dec. 31, 2017 USD ($)
Disclosure of detailed information about borrowings [abstract]
Sinking fund requirement	$ 0
Percentage of principal amount of notes	100.00%
Principal amount of senior notes excluding 2016 senior notes	101.00%

XML

Long-Term Debt - Summary of Credit Facilities (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Disclosure of detailed information about borrowings [line items]
Borrowings outstanding as at December 31	$ 0	$ 0
Commercial paper outstanding, backstopped by the credit facility, as at December 31 (Note 20)	730,000,000	389,000,000
Amounts borrowed and repaid during the year ended December 31	0	0
Notes Due 2021 [member]
Disclosure of detailed information about borrowings [line items]
Facility as at December 31	$ 3,250,000,000	$ 3,250,000,000
Maturity	May 31, 2021	May 31, 2021
Borrowings outstanding as at December 31	$ 0	$ 0
Amounts borrowed and repaid during the year ended December 31	0	0
Notes Due 2020 [member]
Disclosure of detailed information about borrowings [line items]
Facility as at December 31	$ 250,000,000	$ 250,000,000
Maturity	May 31, 2020	May 31,2020
Borrowings outstanding as at December 31	$ 0	$ 0
Amounts borrowed and repaid during the year ended December 31	$ 0	$ 0

XML

Long-Term Debt - Additional Information (Detail) $ in Millions	Dec. 31, 2017 USD ($)
Disclosure of detailed information about borrowings [abstract]
Event of default for acceleration of other debt	$ 100
Other long-term debt, an event of default for non-payment of other debt	$ 25

XML

Long-Term Debt - Summary of Long-term Debt Obligations (Detail) - Carrying amount [member] $ in Millions	Dec. 31, 2017 USD ($)
Disclosure of detailed information about borrowings [line items]
Borrowings	$ 3,750
Later than one year and not later than two years [member]
Disclosure of detailed information about borrowings [line items]
Borrowings	500
Later than two years and not later than three years [member]
Disclosure of detailed information about borrowings [line items]
Borrowings	500
Over 5 years [member]
Disclosure of detailed information about borrowings [line items]
Borrowings	$ 2,750

XML

Share Capital - Summary of Shares Issued (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of classes of share capital [line items]
Beginning balance	$ 1,798
Issued under option plans	10	$ 28	$ 68
Issued for dividend reinvestment plan	6	15	$ 43
Ending balance	$ 1,806	$ 1,798
Share capital [member]
Disclosure of classes of share capital [line items]
Beginning balance	839,790,379	836,540,151	830,242,574
Issued under option plans and share-settled plans	114,900
Issued under option plans		2,329,600	4,803,560
Issued for dividend reinvestment plan	317,762	920,628	1,494,017
Ending balance	840,223,041	839,790,379	836,540,151
Beginning balance	$ 1,798	$ 1,747	$ 1,632
Issued under option plans	2	36	72
Issued for dividend reinvestment plan	6	15	43
Ending balance	$ 1,806	$ 1,798	$ 1,747

XML

Share Capital - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions		2 Months Ended
	Feb. 20, 2018	Feb. 26, 2018
Dividend Declared [member]
Disclosure of classes of share capital [line items]
Dividend declared per share		$ 0.40
Estimated dividend to be paid		$ 258
Share repurchase program [member]
Disclosure of classes of share capital [line items]
Maximum percentage of outstanding common shares to be repurchased	5.00%
Period of share repurchase program	1 year

XML

Capital Management - Schedule of Net Debt, Adjusted Shareholders' Equity and Adjusted Capital (Detail) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Disclosure of objectives, policies and processes for managing capital [abstract]
Short-term debt obligations	$ 730	$ 389
Current portion of long-term debt obligations		500
Long-term debt obligations	3,750	3,750
Net unamortized debt issue costs less current amortization	(39)	(48)
Total debt	4,441	4,591
Cash and cash equivalents	(116)	(32)	$ (91)	$ (215)
Net debt	4,325	4,559
Total shareholders' equity	8,303	8,199	$ 8,382	$ 8,792
Accumulated other comprehensive loss	(25)	25
Adjusted shareholders' equity	8,278	8,224
Adjusted capital	$ 12,603	$ 12,783

XML

Capital Management - Components of Ratios (Detail) $ in Millions	12 Months Ended
	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Disclosure of objectives, policies and processes for managing capital [abstract]
Adjusted EBITDA	$ 1,290	$ 1,294
Net debt	4,325	4,559
Adjusted finance costs	213	194
Adjusted capital	$ 12,603	$ 12,783
Net debt to adjusted EBITDA	3.35	3.52
Adjusted EBITDA to adjusted finance costs	6.06	6.67
Net debt to adjusted capital	34.30%	35.70%
Fixed-rate debt obligations as a percentage of total debt obligations	83.70%	91.60%

XML

Capital Management - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2017
Bottom of range [member]
Disclosure of objectives, policies and processes for managing capital [line items]
Potential percentage of free cash flow targeted to be paid out	40.00%
Top of range [member]
Disclosure of objectives, policies and processes for managing capital [line items]
Potential percentage of free cash flow targeted to be paid out	60.00%

XML

Capital Management - Summary of Adjusted EBITDA and Adjusted Finance Costs (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of objectives, policies and processes for managing capital [abstract]
Net Income from Continuing Operations	$ 154	$ 199	$ 1,115
Finance costs	238	216	192
Income taxes	(183)	44	446
Depreciation and amortization	692	695	685
Share of Canpotex's Prince Rupert project exit costs		33
Termination benefit costs		32
Impairment charges	305	57
Transaction costs	84	18
Adjusted EBITDA	1,290	1,294
Finance costs	238	216	192
Unwinding of discount on asset retirement obligations	(17)	(14)	(13)
Borrowing costs capitalized to property, plant and equipment	11	11	40
Interest on net defined benefit pension and other post-retirement plan obligations	(19)	(19)	$ (19)
Adjusted finance costs	$ 213	$ 194

XML

Capital Management - Summary of Adjusted EBITDA and Adjusted Finance Costs (Parenthetical) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of objectives, policies and processes for managing capital [line items]
Dividend income		$ 2	$ 2
Share of earnings of equity-accounted investees	$ 7	$ 3	$ 9
Disposal groups classified as held for sale [member]
Disclosure of objectives, policies and processes for managing capital [line items]
Dividend income	92
Share of earnings of equity-accounted investees	31
Income taxes	$ 1

XML

Commitments - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of commitments [line Items]
Rental expenses for operating leases	$ 87	$ 80	$ 90
Later than one year [member]
Disclosure of commitments [line Items]
Natural gas contracts	$ 94

XML

Commitments - Summary of Minimum Future Commitments under Contractual Agreements (Detail) $ in Millions	Dec. 31, 2017 USD ($)
Disclosure of future minimum commitments [line Items]
Operating Leases	$ 501
Purchase Commitments	303
Capital Commitments	41
Other Commitments	159
Total	1,004
Within 1 year [member]
Disclosure of future minimum commitments [line Items]
Operating Leases	85
Purchase Commitments	303
Capital Commitments	18
Other Commitments	44
Total	450
1 to 3 years [member]
Disclosure of future minimum commitments [line Items]
Operating Leases	129
Capital Commitments	13
Other Commitments	49
Total	191
3 to 5 years [member]
Disclosure of future minimum commitments [line Items]
Operating Leases	105
Capital Commitments	10
Other Commitments	42
Total	157
Over 5 years [member]
Disclosure of future minimum commitments [line Items]
Operating Leases	182
Other Commitments	24
Total	$ 206

XML

Guarantees - Additional Information (Detail) - 12 months ended Dec. 31, 2017 CAD in Millions, $ in Millions	USD ($)	CAD
Disclosure Of Guarantees [Line Items]
Maximum potential amount of future (undiscounted) payments under significant guarantees | $	$ 534
Guarantees outstanding | $	0
Previously established trust fund | CAD		CAD 3
Increase future established trust fund | CAD		25
Decommissioning and reclamation fund | CAD		CAD 15
Letters of credit outstanding | $	$ 43
Nutrien Ltd. [member] | Canpotex [member]
Disclosure Of Guarantees [Line Items]
Percentage allocation	63.82%

XML

Pension and Other Post-Retirement Benefits - Summary of Significant Assumptions Used to Determine Benefit Obligations and Expense (Detail)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Pension [member] | Benefit obligations [member]
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Discount rate, %	3.65%	4.25%	4.35%
Rate of increase in compensation levels, %	5.00%	5.00%	5.00%
Life expectancy at 65 for a male member currently at age 65	20.7	21.8	21.7
Life expectancy at 65 for a female member currently at age 65	22.7	24.0	23.9
Pension [member] | Benefit expense [member]
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Discount rate, %	4.25%	4.35%	4.00%
Rate of increase in compensation levels, %	5.00%	5.00%	5.00%
Life expectancy at 65 for a male member currently at age 65	21.8	21.7	21.6
Life expectancy at 65 for a female member currently at age 65	24.0	23.9	23.8
Other [member]
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Medical cost trend rate - year reaches ultimate trend rate	2037	2037	2027
Other [member] | Top of range [member]
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Medical cost trend rate - assumed, %	5.60%	5.70%	5.80%
Other [member] | Bottom of range [member]
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Medical cost trend rate - assumed, %	4.50%	4.50%	4.50%
Other [member] | Benefit obligations [member]
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Discount rate, %	3.65%	4.40%	4.45%
Medical cost trend rate - year reaches ultimate trend rate	2037	2037	2037
Life expectancy at 65 for a male member currently at age 65	20.0	21.1	21.0
Life expectancy at 65 for a female member currently at age 65	22.4	23.7	23.6
Other [member] | Benefit obligations [member] | Top of range [member]
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Medical cost trend rate - assumed, %	5.60%	5.70%	5.80%
Other [member] | Benefit obligations [member] | Bottom of range [member]
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Medical cost trend rate - assumed, %	4.50%	4.50%	4.50%
Other [member] | Benefit expense [member]
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Discount rate, %	4.40%	4.45%	4.00%
Medical cost trend rate - year reaches ultimate trend rate	2037	2037	2027
Life expectancy at 65 for a male member currently at age 65	21.1	21.0	21.6
Life expectancy at 65 for a female member currently at age 65	23.7	23.6	23.8
Other [member] | Benefit expense [member] | Top of range [member]
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Medical cost trend rate - assumed, %	5.70%	5.80%	6.90%
Other [member] | Benefit expense [member] | Bottom of range [member]
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Medical cost trend rate - assumed, %	4.50%	4.50%	4.50%

XML

Pension and Other Post-Retirement Benefits - Summary of Significant Assumptions Used to Determine Benefit Obligations and Expense (Parenthetical) (Detail) - Other [member]	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Medical cost trend rate - year reaches ultimate trend rate	2037	2037	2027
Top of range [member]
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Medical cost trend rate - assumed, %	5.60%	5.70%	5.80%
Bottom of range [member]
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Medical cost trend rate - assumed, %	4.50%	4.50%	4.50%

XML

Pension and Other Post-Retirement Benefits - Summary of Other Variables that Impacted Benefit Obligations and Expense (Detail) - yr	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Pension [member]
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Average remaining service period of active employees (years)	9.0	9.8	9.7
Average duration of the defined benefit obligations (years)	15.7	15.5	15.5
Other [member]
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Average remaining service period of active employees (years)	12.2	11.9	11.8
Average duration of the defined benefit obligations (years)	19.0	19.3	19.2

XML

Pension and Other Post-Retirement Benefits - Summary of Significant Assumptions, Change in Discount Rates has Greatest Potential Impact (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Benefit obligations, as reported	$ 1,831	$ 1,698
Expense in income before income taxes, as reported	$ 75	66
Discount rate [member]
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Change in Assumption, increase	1.00%
Change in Assumption, decrease	1.00%
Benefit obligations, 1.0 percentage point decrease	$ 326	302
Benefit obligations, 1.0 percentage point increase	(251)	(234)
Expense in income before income taxes, 1.0 percentage point decrease	20	18
Expense in income before income taxes, 1.0 percentage point increase	$ (18)	$ (17)

XML

Pension and Other Post-Retirement Benefits - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of defined benefit plans [line items]
Defined benefit plan maximum allocation, percentage in equities	50.00%
Defined benefit plan maximum allocation, percentage in assets	20.00%
Reduction in defined benefit asset	$ 0	$ 0
Payment percentage of the annual cost	25.00%
Company's share of annual inflation limit	75.00%
Percentage of annual health care plan cost - US	70.00%
Annual inflation limit	6.00%
Percentage of defined benefit pension plans funded	96.00%	94.00%
Contributions recognized as expense under the plan	$ 19,000,000	$ 20,000,000	$ 25,000,000
Total cash payments for pensions and other post-retirement benefits	29,000,000	63,000,000	44,000,000
Expected contribution to the plan in next fiscal year	$ 58,000,000
Canada [member]
Disclosure of defined benefit plans [line items]
Defined benefit plan settlement amount		$ 26,000,000
United States [member]
Disclosure of defined benefit plans [line items]
Defined benefit plan settlement amount			$ 45,000,000

XML

Pension and Other Post-Retirement Benefits - Summary of Defined Benefit Expense Recognized in Consolidated Statements of Income (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of defined benefit plans [line items]
Current service cost for benefits earned during the year	$ 48	$ 45	$ 48
Net interest expense	19	19	19
Past service cost, including curtailment gains and settlements		(4)	(2)
Foreign exchange rate changes and other	8	6	(16)
Components of defined benefit expense recognized in net income	75	66	49
Pension [member]
Disclosure of defined benefit plans [line items]
Current service cost for benefits earned during the year	38	35	36
Net interest expense	3	3	4
Past service cost, including curtailment gains and settlements		(2)	(2)
Foreign exchange rate changes and other	4	5	(7)
Components of defined benefit expense recognized in net income	45	41	31
Other [member]
Disclosure of defined benefit plans [line items]
Current service cost for benefits earned during the year	10	10	12
Net interest expense	16	16	15
Past service cost, including curtailment gains and settlements		(2)
Foreign exchange rate changes and other	4	1	(9)
Components of defined benefit expense recognized in net income	$ 30	$ 25	$ 18

XML

Pension and Other Post-Retirement Benefits - Summary of Remeasurements of Net Defined Benefit Liability in Consolidated Statements of Comprehensive Income (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of net defined benefit liability (asset) [line items]
Actuarial loss (gain) arising from changes in financial assumptions	$ 140	$ 8	$ (85)
Actuarial (gain) loss arising from changes in demographic assumptions	(83)	8	(28)
(Return) loss on plan assets (excluding amounts included in net interest)	(123)	(48)	55
Components of defined benefit expense recognized in OCI	(66)	(32)	(58)
Pension [member]
Disclosure of net defined benefit liability (asset) [line items]
Actuarial loss (gain) arising from changes in financial assumptions	113	13	(39)
Actuarial (gain) loss arising from changes in demographic assumptions	(49)	5	(15)
(Return) loss on plan assets (excluding amounts included in net interest)	(123)	(48)	55
Components of defined benefit expense recognized in OCI	(59)	(30)	1
Other [member]
Disclosure of net defined benefit liability (asset) [line items]
Actuarial loss (gain) arising from changes in financial assumptions	27	(5)	(46)
Actuarial (gain) loss arising from changes in demographic assumptions	(34)	3	(13)
Components of defined benefit expense recognized in OCI	$ (7)	$ (2)	$ (59)

XML

Pension and Other Post-Retirement Benefits - Summary of Remeasurements of Net Defined Benefit Liability in Consolidated Statements of Comprehensive Income (Parenthetical) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of net defined benefit liability (asset) [abstract]
Net actuarial gain on defined benefit plans	$ (46)	$ (16)	$ (36)

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Pension and Other Post-Retirement Benefits - Summary of Movements in Pension and Other Post-retirement Benefit Assets (Liabilities) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of net defined benefit liability (asset) [line items]
Current service cost	$ (48)	$ (45)	$ (48)
Interest expense	(19)	(19)	(19)
Actuarial loss (gain) arising from changes in financial assumptions	140	8	(85)
Return on plan assets (excluding amounts included in net interest)	123	48	(55)
Actuarial (gain) loss arising from changes in demographic assumptions	(83)	8	(28)
Foreign exchange rate changes	(8)	(6)	16
Past service cost, including curtailment gains and settlements		4	2
Funded status	(451)	(452)
Other assets (Note 14)	24	23
Payables and accrued charges (Note 16)	(35)	(32)
Pension and other post-retirement benefit liabilities	(440)	(443)
Change in benefit obligations [member]
Disclosure of net defined benefit liability (asset) [line items]
Beginning of year	1,698	1,659
Current service cost	48	45
Interest expense	72	70
Actuarial loss (gain) arising from changes in financial assumptions	140	8
Actuarial (gain) loss arising from changes in demographic assumptions	(83)	8
Foreign exchange rate changes	11
Contributions by plan participants	5	5
Benefits paid	(60)	(67)
Past service cost, including curtailment gains and settlements		(30)
End of year	1,831	1,698	1,659
Change in plan assets [member]
Disclosure of net defined benefit liability (asset) [line items]
Beginning of year	1,246	1,197
Interest expense	53	51
Return on plan assets (excluding amounts included in net interest)	123	48
Foreign exchange rate changes	3	(6)
Contributions by plan participants	5	5
Employer contributions	10	43
Benefits paid	(60)	(66)
Settlements		(26)
End of year	1,380	1,246	1,197
Pension [member]
Disclosure of net defined benefit liability (asset) [line items]
Current service cost	(38)	(35)	(36)
Interest expense	(3)	(3)	(4)
Actuarial loss (gain) arising from changes in financial assumptions	113	13	(39)
Return on plan assets (excluding amounts included in net interest)	123	48	(55)
Actuarial (gain) loss arising from changes in demographic assumptions	(49)	5	(15)
Foreign exchange rate changes	(4)	(5)	7
Past service cost, including curtailment gains and settlements		2	2
Funded status	(65)	(84)
Other assets (Note 14)	24	23
Payables and accrued charges (Note 16)	(25)	(22)
Pension and other post-retirement benefit liabilities	(64)	(85)
Pension [member] | Change in benefit obligations [member]
Disclosure of net defined benefit liability (asset) [line items]
Beginning of year	1,330	1,305
Current service cost	38	35
Interest expense	56	54
Actuarial loss (gain) arising from changes in financial assumptions	113	13
Actuarial (gain) loss arising from changes in demographic assumptions	(49)	5
Foreign exchange rate changes	7	(1)
Contributions by plan participants	1	1
Benefits paid	(51)	(54)
Past service cost, including curtailment gains and settlements		(28)
End of year	1,445	1,330	1,305
Pension [member] | Change in plan assets [member]
Disclosure of net defined benefit liability (asset) [line items]
Beginning of year	1,246	1,197
Interest expense	53	51
Return on plan assets (excluding amounts included in net interest)	123	48
Foreign exchange rate changes	3	(6)
Contributions by plan participants	1	1
Employer contributions	5	35
Benefits paid	(51)	(54)
Settlements		(26)
End of year	1,380	1,246	1,197
Other [member]
Disclosure of net defined benefit liability (asset) [line items]
Current service cost	(10)	(10)	(12)
Interest expense	(16)	(16)	(15)
Actuarial loss (gain) arising from changes in financial assumptions	27	(5)	(46)
Actuarial (gain) loss arising from changes in demographic assumptions	(34)	3	(13)
Foreign exchange rate changes	(4)	(1)	9
Past service cost, including curtailment gains and settlements		2
Funded status	(386)	(368)
Payables and accrued charges (Note 16)	(10)	(10)
Pension and other post-retirement benefit liabilities	(376)	(358)
Other [member] | Change in benefit obligations [member]
Disclosure of net defined benefit liability (asset) [line items]
Beginning of year	368	354
Current service cost	10	10
Interest expense	16	16
Actuarial loss (gain) arising from changes in financial assumptions	27	(5)
Actuarial (gain) loss arising from changes in demographic assumptions	(34)	3
Foreign exchange rate changes	4	1
Contributions by plan participants	4	4
Benefits paid	(9)	(13)
Past service cost, including curtailment gains and settlements		(2)
End of year	386	368	$ 354
Other [member] | Change in plan assets [member]
Disclosure of net defined benefit liability (asset) [line items]
Contributions by plan participants	4	4
Employer contributions	5	8
Benefits paid	$ (9)	$ (12)

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Pension and Other Post-Retirement Benefits - Summary of Fair Value of Plan Assets of the Defined Benefit Pension Plans, by Asset Category (Detail) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Disclosure of fair value of plan assets [line items]
Cash and cash equivalents	$ 46	$ 38
International balanced fund	173	89
Other	(20)	(12)
Total pension plan assets	1,380	1,246
US [member]
Disclosure of fair value of plan assets [line items]
Equity securities	252	207
International [member]
Disclosure of fair value of plan assets [line items]
Equity securities	56	57
US mutual/commingled funds [member]
Disclosure of fair value of plan assets [line items]
Equity securities	315	316
Debt securities	168	143
International mutual/commingled funds [member]
Disclosure of fair value of plan assets [line items]
Equity securities	124	153
Debt securities	9
US corporate debt instruments [member]
Disclosure of fair value of plan assets [line items]
Debt securities	61	55
International corporate debt instruments [member]
Disclosure of fair value of plan assets [line items]
Debt securities	21	19
US government and agency securities [member]
Disclosure of fair value of plan assets [line items]
Debt securities	38	103
International government and agency securities [member]
Disclosure of fair value of plan assets [line items]
Debt securities	49	50
Mortgage-backed securities [member]
Disclosure of fair value of plan assets [line items]
Debt securities	88	28
Quoted prices in active markets for identical assets (Level 1) [member]
Disclosure of fair value of plan assets [line items]
Cash and cash equivalents	13	9
Other	(20)	(14)
Total pension plan assets	899	767
Quoted prices in active markets for identical assets (Level 1) [member] | US [member]
Disclosure of fair value of plan assets [line items]
Equity securities	250	207
Quoted prices in active markets for identical assets (Level 1) [member] | International [member]
Disclosure of fair value of plan assets [line items]
Equity securities	27	26
Quoted prices in active markets for identical assets (Level 1) [member] | US mutual/commingled funds [member]
Disclosure of fair value of plan assets [line items]
Equity securities	315	316
Debt securities	152	123
Quoted prices in active markets for identical assets (Level 1) [member] | International mutual/commingled funds [member]
Disclosure of fair value of plan assets [line items]
Equity securities	124	100
Quoted prices in active markets for identical assets (Level 1) [member] | US government and agency securities [member]
Disclosure of fair value of plan assets [line items]
Debt securities	38
Other (Levels 2 & 3) [member]
Disclosure of fair value of plan assets [line items]
Cash and cash equivalents	33	29
International balanced fund	173	89
Other		2
Total pension plan assets	481	479
Other (Levels 2 & 3) [member] | US [member]
Disclosure of fair value of plan assets [line items]
Equity securities	2
Other (Levels 2 & 3) [member] | International [member]
Disclosure of fair value of plan assets [line items]
Equity securities	29	31
Other (Levels 2 & 3) [member] | US mutual/commingled funds [member]
Disclosure of fair value of plan assets [line items]
Debt securities	16	20
Other (Levels 2 & 3) [member] | International mutual/commingled funds [member]
Disclosure of fair value of plan assets [line items]
Equity securities		53
Debt securities	9
Other (Levels 2 & 3) [member] | US corporate debt instruments [member]
Disclosure of fair value of plan assets [line items]
Debt securities	61	55
Other (Levels 2 & 3) [member] | International corporate debt instruments [member]
Disclosure of fair value of plan assets [line items]
Debt securities	21	19
Other (Levels 2 & 3) [member] | US government and agency securities [member]
Disclosure of fair value of plan assets [line items]
Debt securities		103
Other (Levels 2 & 3) [member] | International government and agency securities [member]
Disclosure of fair value of plan assets [line items]
Debt securities	49	50
Other (Levels 2 & 3) [member] | Mortgage-backed securities [member]
Disclosure of fair value of plan assets [line items]
Debt securities	$ 88	$ 28

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Share-Based Compensation - Additional Information (Detail)		12 Months Ended
	Jul. 01, 2017	Dec. 31, 2017 USD ($) yr Plans Option Tranches $ / shares shares	Dec. 31, 2016 USD ($) Plans $ / shares	Dec. 31, 2015 USD ($) Plans
Disclosure of terms and conditions of share-based payment arrangement [line items]
Number of share based compensation plans | Plans		11	12	12
Compensation cost charged against earnings | $		$ 26,000,000	$ 13,000,000	$ 14,000,000
Maximum term of options granted		10 years
Aggregate grant-date fair value of all options granted | $		$ 6,000,000	6,000,000	19,000,000
Average share price | $		$ 17.97	$ 16.85	$ 28.23
POPs [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vesting period Share-based compensation (in years) | yr		3
Other stock option plans included in POPs | Option		8
Remaining common shares available for issuance | shares		0
2015 POPs [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Share-based compensation, percentage of plan shares expected to vest		52.00%
PSUs [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vesting percentage expected for share-based payment arrangement		79.00%	59.00%
Number of tranches | Tranches		3
PSUs settled in shares		92,800
PSUs [member] | Bottom of range [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vesting period Share-based compensation (in years) | yr		1
PSUs [member] | Top of range [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vesting period Share-based compensation (in years) | yr		3
LTIP [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Maximum common shares available for issuance | shares		21,000,000
Remaining common shares available for issuance | shares		16,530,818
Share-settled performance share units [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Shares outstanding		935,570	602,740
Grant date fair value per unit | $ / shares		$ 19.93	$ 17.19
Cash-settled performance share units [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Shares outstanding		1,556,980	1,014,188
DSUs [member] | Directors [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Shares outstanding		613,703	582,048	711,131
DSUs [member] | CEO [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Shares outstanding		106,810	104,481	98,414
Share-based compensation vested units	50.00%
Major business combination [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Exchange ratio		0.40%

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Share-Based Compensation - Summary of Weighted Average Assumptions in Stock Options (Detail)	12 Months Ended
	Dec. 31, 2017 USD ($) yr	Dec. 31, 2016 USD ($) yr	Dec. 31, 2015 USD ($) yr	Dec. 31, 2014 USD ($) yr	Dec. 31, 2013 USD ($) yr
Disclosure Of Share Based Compensation Expense [Abstract]
Exercise price per option	$ 18.71	$ 16.20	$ 32.41	$ 36.73	$ 43.80
Expected annual dividend per share	$ 0.40	$ 1.00	$ 1.52	$ 1.40	$ 1.40
Expected volatility	29.00%	30.00%	31.00%	39.00%	50.00%
Risk-free interest rate	1.67%	1.06%	1.54%	1.66%	1.06%
Expected life of options in years | yr	5.7	5.7	5.5	5.5	5.5

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Share-Based Compensation - Summary of Outstanding Number of Options Per Plan, Vest Over Three Years and Settle in Shares (Detail)	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2008
Disclosure of number of outstanding share options [Line Items]
Outstanding number of options	17,170,654	19,470,014	19,153,275	20,909,835
LTIP [member]
Disclosure of number of outstanding share options [Line Items]
Outstanding number of options	1,462,367	3,006,815
POPs [member]
Disclosure of number of outstanding share options [Line Items]
Outstanding number of options			3,329,000	2,705,072	1,684,200	1,201,100	841,200	837,300	1,182,450	921,150

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Share-Based Compensation - Summary of Stock Option Plans (Detail)	12 Months Ended
	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Disclosure Of Number And Weighted Average Exercise Price Of Outstanding Share Options [Abstract]
Number of shares subject to option, Outstanding, beginning of year	19,470,014	19,153,275	20,909,835
Number of shares subject to option, Granted	1,482,829	3,099,913	3,474,900
Number of shares subject to option, Exercised	(22,100)	(2,329,600)	(4,803,560)
Number of shares subject to option, Forfeited or cancelled	(1,221,314)	(453,574)	(427,900)
Number of shares subject to option, Expired	(2,538,775)
Number of shares subject to option, Outstanding, end of year	17,170,654	19,470,014	19,153,275
Weighted average exercise price, Outstanding, beginning of year	$ 31.15	$ 30.97	$ 28.01
Weighted average exercise price, Granted	18.71	16.20	32.41
Weighted average exercise price, Exercised	(17.78)	(11.09)	(10.95)
Weighted average exercise price, Forfeited or cancelled	(34.55)	(33.99)	(43.14)
Weighted average exercise price, Expired	(20.06)
Weighted average exercise price, Outstanding, end of year	$ 32.24	$ 31.15	$ 30.97

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Share-Based Compensation - Summary of Stock Options Outstanding (Detail)	Dec. 31, 2017 USD ($) yr	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)
Disclosure of range of exercise prices of outstanding share options [line items]
Options Outstanding, Number	17,170,654	19,470,014	19,153,275	20,909,835
Options Outstanding, Weighted Average Remaining Life in Years | yr	6
Options Outstanding, Weighted Average Exercise Price	$ 32.24	$ 31.15	$ 30.97	$ 28.01
Options Exercisable, Number	9,372,472
Options Exercisable, Weighted Average Exercise Price	$ 39.48
$16.00 to $20.00 [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Options Outstanding, Number	4,469,182
Options Outstanding, Weighted Average Remaining Life in Years | yr	9
Options Outstanding, Weighted Average Exercise Price	$ 17.30
$16.00 to $20.00 [member] | Bottom of range [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Range of Exercise Prices	16.00
$16.00 to $20.00 [member] | Top of range [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Range of Exercise Prices	$ 20.00
$27.00 to $36.00 [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Options Outstanding, Number	7,627,545
Options Outstanding, Weighted Average Remaining Life in Years | yr	5
Options Outstanding, Weighted Average Exercise Price	$ 32.32
Options Exercisable, Number	4,298,545
Options Exercisable, Weighted Average Exercise Price	$ 32.63
$27.00 to $36.00 [member] | Bottom of range [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Range of Exercise Prices	27.00
$27.00 to $36.00 [member] | Top of range [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Range of Exercise Prices	$ 36.00
$37.00 to $44.00 [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Options Outstanding, Number	3,597,677
Options Outstanding, Weighted Average Remaining Life in Years | yr	5
Options Outstanding, Weighted Average Exercise Price	$ 39.92
Options Exercisable, Number	3,597,677
Options Exercisable, Weighted Average Exercise Price	$ 39.92
$37.00 to $44.00 [member] | Bottom of range [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Range of Exercise Prices	37.00
$37.00 to $44.00 [member] | Top of range [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Range of Exercise Prices	$ 44.00
$52.00 to $67.00 [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Options Outstanding, Number	1,476,250
Options Outstanding, Weighted Average Remaining Life in Years | yr	1
Options Outstanding, Weighted Average Exercise Price	$ 58.33
Options Exercisable, Number	1,476,250
Options Exercisable, Weighted Average Exercise Price	$ 58.33
$52.00 to $67.00 [member] | Bottom of range [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Range of Exercise Prices	52.00
$52.00 to $67.00 [member] | Top of range [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Range of Exercise Prices	$ 67.00

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Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Canpotex [member]
Disclosure of transactions between related parties [line items]
Sales	$ 988	$ 778	$ 1,346
Agrium Inc [member]
Disclosure of transactions between related parties [line items]
Sales	$ 71	$ 74	$ 93

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Related Party Transactions - Summary of Compensation to Key Management (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of transactions between related parties [abstract]
Salaries and other short-term benefits	$ 14	$ 13	$ 9
Share-based payments	9	7	1
Post-employment benefits	3	3	5
Total	$ 26	$ 23	$ 15

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Financial Instruments and Related Risk Management - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Disclosure of detailed information about financial instruments [line items]
Interest rate on unpaid balance sales, per month	1.50%
Impaired non-trade receivables	$ 0
Letter of credit facility, outstanding	43,000,000
Derivatives Liabilities	$ 64,000,000	$ 97,000,000
Current [member]
Disclosure of detailed information about financial instruments [line items]
Percent of trade receivables	84.00%	88.00%
Past due [Member]
Disclosure of detailed information about financial instruments [line items]
Percent of trade receivables	16.00%	12.00%
Liquidity risk [member]
Disclosure of detailed information about financial instruments [line items]
Uncommitted letter of credit facility	$ 100,000,000
Letter of credit facility, outstanding	43,000,000	$ 40,000,000
Derivatives Liabilities	64,000,000
Collateral posted for derivative instruments	38,000,000
Liquidity risk [member] | Counterparties [Member]
Disclosure of detailed information about financial instruments [line items]
Collateral posted for derivative instruments	$ 22,000,000
Commodity price risk [member]
Disclosure of detailed information about financial instruments [line items]
Maximum period for fixed price natural gas hedges	10 years
Foreign exchange risks [member]
Disclosure of detailed information about financial instruments [line items]
Exposure to foreign exchange risk	$ 0
Interest rate risk [member]
Disclosure of detailed information about financial instruments [line items]
Exposure to interest rate risk	$ 0	$ 0
Fertilizer customers [member]
Disclosure of detailed information about financial instruments [line items]
Credit period	15 days
Industrial and feed customers [member]
Disclosure of detailed information about financial instruments [line items]
Credit period	30 days
Export sales customers [member]
Disclosure of detailed information about financial instruments [line items]
Credit period	180 days
Foreign credit insurance association [member]
Disclosure of detailed information about financial instruments [line items]
Percentage of trade receivables covered	90.00%
Export insurance [member]
Disclosure of detailed information about financial instruments [line items]
Percentage of trade receivables covered	98.00%	98.00%
Total receivables	$ 84,000,000	$ 46,000,000
Export development Canada [member]
Disclosure of detailed information about financial instruments [line items]
Percentage of trade receivables covered	90.00%

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Financial Instruments and Related Risk Management - Summary of Available Debt Facilities (Detail) - USD ($) $ in Millions	Dec. 31, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016
Disclosure of detailed information about borrowings [line items]
Amount Outstanding and Committed	$ 730			$ 389
Unsecured line of credit [member]
Disclosure of detailed information about borrowings [line items]
Total Amount	75			75
Amount Outstanding and Committed	4
Amount Available	71			$ 75
Liquidity risk [member]
Disclosure of detailed information about borrowings [line items]
Total Amount		$ 3,250	$ 3,500
Amount Outstanding and Committed	730
Liquidity risk [member] | Credit facility [member]
Disclosure of detailed information about borrowings [line items]
Total Amount	3,500
Amount Outstanding and Committed	730
Amount Available	2,770
Liquidity risk [member] | Unsecured line of credit [member]
Disclosure of detailed information about borrowings [line items]
Total Amount	75
Amount Outstanding and Committed	4
Amount Available	$ 71

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Financial Instruments and Related Risk Management - Summary of Available Debt Facilities (Parenthetical) (Detail) - USD ($) $ in Millions	3 Months Ended
	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Disclosure of detailed information about borrowings [line items]
Commercial paper outstanding, backstopped by the credit facility			$ 730	$ 389
Liquidity risk [member]
Disclosure of detailed information about borrowings [line items]
Credit facility	$ 3,250	$ 3,500
Commercial paper outstanding, backstopped by the credit facility			$ 730
Credit facility extended maturity date	May 31, 2021	May 31, 2020

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Financial Instruments and Related Risk Management - Summary of Maturity Analysis of Financial Liabilities and Gross Settled Derivative Contracts (Detail) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Disclosure of maturity analysis for derivative financial liabilities [line items]
Short-term debt obligations	$ 730	$ 389
Derivatives Liabilities	64	$ 97
Carrying amount [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Long-term debt obligations	3,750
Over 5 years [member] | Carrying amount [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Long-term debt obligations	2,750
Liquidity risk [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Short-term debt obligations	730
Derivatives Liabilities	64
Short-term debt obligations, contractual cash flows	730
Payables and accrued charges, contractual cash flows	570
Long-term debt obligations, contractual cash flows	5,542
Outflow, contractual cash flows	39
Inflow, contractual cash flows	(40)
Natural gas derivatives, contractual cash flows	62
Contractual cash flows	6,903
Liquidity risk [member] | Carrying amount [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Short-term debt obligations	730
Payables and accrued charges	570
Long-term debt obligations	3,750
Carrying amount of liability	5,113
Liquidity risk [member] | Carrying amount [member] | Foreign currencies [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Derivatives Liabilities	(1)
Liquidity risk [member] | Carrying amount [member] | Natural gas derivative liabilities [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Derivatives Liabilities	64
Liquidity risk [member] | Within 1 year [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Short-term debt obligations, contractual cash flows	730
Payables and accrued charges, contractual cash flows	570
Long-term debt obligations, contractual cash flows	178
Outflow, contractual cash flows	39
Inflow, contractual cash flows	(40)
Natural gas derivatives, contractual cash flows	25
Contractual cash flows	1,502
Liquidity risk [member] | 1 to 3 years [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Long-term debt obligations, contractual cash flows	1,295
Natural gas derivatives, contractual cash flows	22
Contractual cash flows	1,317
Liquidity risk [member] | 3 to 5 years [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Long-term debt obligations, contractual cash flows	242
Natural gas derivatives, contractual cash flows	15
Contractual cash flows	257
Liquidity risk [member] | Over 5 years [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Long-term debt obligations, contractual cash flows	3,827
Contractual cash flows	$ 3,827

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Financial Instruments and Related Risk Management - Summary of Foreign Exchange Risk (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Disclosure Of Foreign Currency Exchange Risk On Financial Instruments [Line Items]
Derivatives Liabilities	$ 64	$ 97
Foreign exchange risks [member]
Disclosure Of Foreign Currency Exchange Risk On Financial Instruments [Line Items]
Available-for-sale investments	190	190
Foreign exchange risks [member] | Carrying amount [member]
Disclosure Of Foreign Currency Exchange Risk On Financial Instruments [Line Items]
Payables (CDN)	(75)	(83)
Foreign exchange risks [member] | Carrying amount [member] | Foreign currencies [member]
Disclosure Of Foreign Currency Exchange Risk On Financial Instruments [Line Items]
Derivatives Liabilities	1
Foreign exchange risks [member] | Carrying amount [member] | Israel, New Shekels
Disclosure Of Foreign Currency Exchange Risk On Financial Instruments [Line Items]
Available-for-sale investments	708	725
Foreign exchange risks [member] | Carrying amount [member] | Hong Kong, Dollars [member]
Disclosure Of Foreign Currency Exchange Risk On Financial Instruments [Line Items]
Available-for-sale investments	258	212
5% Decrease in US$ [Member] | Foreign exchange risks [member]
Disclosure Of Foreign Currency Exchange Risk On Financial Instruments [Line Items]
Pre-tax increase decrease on net income payables foreign exchange	(4)	(4)
Pre-tax increase decrease on net income foreign currency derivative	2	1
5% Decrease in US$ [Member] | Foreign exchange risks [member] | Israel, New Shekels
Disclosure Of Foreign Currency Exchange Risk On Financial Instruments [Line Items]
Pre-tax increase decrease on other comprehensive income financial asset foreign exchange	35	36
5% Decrease in US$ [Member] | Foreign exchange risks [member] | Hong Kong, Dollars [member]
Disclosure Of Foreign Currency Exchange Risk On Financial Instruments [Line Items]
Pre-tax increase decrease on other comprehensive income financial asset foreign exchange	13	11
5% Increase in US$ [Member] | Foreign exchange risks [member]
Disclosure Of Foreign Currency Exchange Risk On Financial Instruments [Line Items]
Pre-tax increase decrease on net income payables foreign exchange	4	4
Pre-tax increase decrease on net income foreign currency derivative	(2)	(1)
5% Increase in US$ [Member] | Foreign exchange risks [member] | Israel, New Shekels
Disclosure Of Foreign Currency Exchange Risk On Financial Instruments [Line Items]
Pre-tax increase decrease on other comprehensive income financial asset foreign exchange	(35)	(36)
5% Increase in US$ [Member] | Foreign exchange risks [member] | Hong Kong, Dollars [member]
Disclosure Of Foreign Currency Exchange Risk On Financial Instruments [Line Items]
Pre-tax increase decrease on other comprehensive income financial asset foreign exchange	$ (13)	$ (11)

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Financial Instruments and Related Risk Management - Summary of Foreign Exchange Risk (Parenthetical) (Detail) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Foreign exchange risks [member]
Disclosure Of Foreign Currency Exchange Risk On Financial Instruments [Line Items]
Carrying amount of asset	$ 190	$ 190

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Financial Instruments and Related Risk Management - Summary of Available for Sale Equity Securities (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Disclosure of available for sale equity securities [line items]
Derivatives Liabilities	$ 64	$ 97
Commodity price risk [member]
Disclosure of available for sale equity securities [line items]
Available-for-sale investments	190	190
Commodity price risk [member] | Carrying amount [member] | Natural gas derivative liabilities [member]
Disclosure of available for sale equity securities [line items]
Derivatives Liabilities	(55)	(91)
Commodity price risk [member] | Carrying amount [member] | Israel, New Shekels
Disclosure of available for sale equity securities [line items]
Available-for-sale investments	708	725
Commodity price risk [member] | Carrying amount [member] | Hong Kong, Dollars [member]
Disclosure of available for sale equity securities [line items]
Available-for-sale investments	258	212
10% decrease in commodity price risk [member] | Commodity price risk [member]
Disclosure of available for sale equity securities [line items]
Pre-tax increase decrease on net income natural gas derivative		(1)
Pre-tax increase decrease on other comprehensive income natural gas derivative	(7)	(13)
10% decrease in commodity price risk [member] | Commodity price risk [member] | Israel, New Shekels
Disclosure of available for sale equity securities [line items]
Pre-tax increase decrease on other comprehensive income for available-for-sale investments	(71)	(73)
10% decrease in commodity price risk [member] | Commodity price risk [member] | Hong Kong, Dollars [member]
Disclosure of available for sale equity securities [line items]
Pre-tax increase decrease on other comprehensive income for available-for-sale investments	(26)	(21)
10% increase in commodity price risk [member] | Commodity price risk [member]
Disclosure of available for sale equity securities [line items]
Pre-tax increase decrease on other comprehensive income natural gas derivative	7	14
10% increase in commodity price risk [member] | Commodity price risk [member] | Israel, New Shekels
Disclosure of available for sale equity securities [line items]
Pre-tax increase decrease on other comprehensive income for available-for-sale investments	71	73
10% increase in commodity price risk [member] | Commodity price risk [member] | Hong Kong, Dollars [member]
Disclosure of available for sale equity securities [line items]
Pre-tax increase decrease on other comprehensive income for available-for-sale investments	$ 26	$ 21

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Financial Instruments and Related Risk Management - Summary of Available for Sale Equity Securities (Parenthetical) (Detail) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Commodity price risk [member]
Disclosure of available for sale equity securities [line items]
Carrying amount of asset	$ 190	$ 190

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Financial Instruments and Related Risk Management - Summary of Long-term Debt (Detail) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Disclosure of fair value measurement of liabilities [line items]
Long-term debt senior notes, carrying amount	$ 3,707	$ 4,202
Fair value [member]
Disclosure of fair value measurement of liabilities [line items]
Long-term debt senior notes, carrying amount	4,045	4,384
Carrying amount [member]
Disclosure of fair value measurement of liabilities [line items]
Long-term debt senior notes, carrying amount	$ 3,707	$ 4,202

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Financial Instruments and Related Risk Management - Summary of Fair Value Hierarchy for Financial Assets and Financial Liabilities (Detail) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Disclosure of fair value measurement of assets and liabilities [Line Items]
Derivatives Assets	$ 10	$ 6
Derivatives Liabilities	64	97
Recurring fair value measurement [member]
Disclosure of fair value measurement of assets and liabilities [Line Items]
Available-for-sale investments	970	940
Recurring fair value measurement [member] | Natural gas derivative liabilities [member]
Disclosure of fair value measurement of assets and liabilities [Line Items]
Derivatives Liabilities	(64)	(97)
Recurring fair value measurement [member] | Natural gas derivative asset [member]
Disclosure of fair value measurement of assets and liabilities [Line Items]
Derivatives Assets	9	6
Quoted prices in active markets for identical assets (Level 1) [member] | Recurring fair value measurement [member]
Disclosure of fair value measurement of assets and liabilities [Line Items]
Available-for-sale investments	970	940
Level 2 of fair value hierarchy [member] | Recurring fair value measurement [member] | Natural gas derivative liabilities [member]
Disclosure of fair value measurement of assets and liabilities [Line Items]
Derivatives Liabilities	(64)	(97)
Level 2 of fair value hierarchy [member] | Recurring fair value measurement [member] | Natural gas derivative asset [member]
Disclosure of fair value measurement of assets and liabilities [Line Items]
Derivatives Assets	$ 9	$ 6

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Financial Instruments and Related Risk Management - Summary of Fair Value Hierarchy for Financial Assets and Financial Liabilities (Parenthetical) (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Disclosure of financial liabilities [abstract]
Transfers between Level 1 and Level 2, assets	$ 0	$ 0
Transfers between Level 1 and Level 2, liabilities	$ 0	$ 0

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Financial Instruments and Related Risk Management - Summary of Recognized Financial Instruments that are Offset, or Subject to Enforceable Master Netting Arrangements (Detail) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Disclosure Of Derivative Financial Asset And Liabilities Offsetting Arrangements [Line Items]
Gross financial assets (liabilities)	$ (213)	$ (306)
Offset financial assets (liabilities)	158	215
Net Amounts Presented financial assets (liabilities)	(55)	(91)
Amounts Not Offset Included in Gross financial assets (liabilities)	(27)	(30)
Amounts Not Offset Related To Cash Margin Deposits (Held) Placed financial assets (liabilities)	37	60
Net Amounts Presented Less Amounts Not Offset financial assets	(45)	(61)
Natural gas derivative asset [member]
Disclosure Of Derivative Financial Asset And Liabilities Offsetting Arrangements [Line Items]
Gross financial assets (liabilities)	11	6
Offset financial assets (liabilities)	(2)
Net Amounts Presented financial assets (liabilities)	9	6
Amounts Not Offset Related To Cash Margin Deposits (Held) Placed financial assets (liabilities)	(1)	(1)
Net Amounts Presented Less Amounts Not Offset financial assets	8	5
Natural gas derivative liabilities [member]
Disclosure Of Derivative Financial Asset And Liabilities Offsetting Arrangements [Line Items]
Gross financial assets (liabilities)	(74)	(125)
Offset financial assets (liabilities)	10	28
Net Amounts Presented financial assets (liabilities)	(64)	(97)
Amounts Not Offset Included in Gross financial assets (liabilities)	(27)	(30)
Amounts Not Offset Related To Cash Margin Deposits (Held) Placed financial assets (liabilities)	38	61
Net Amounts Presented Less Amounts Not Offset financial assets	(53)	(66)
Other long-term debt [member]
Disclosure Of Derivative Financial Asset And Liabilities Offsetting Arrangements [Line Items]
Gross financial assets (liabilities)	(150)	(187)
Offset financial assets (liabilities)	$ 150	$ 187

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Contingencies and Other Matters - Additional Information (Detail) $ in Millions	12 Months Ended
	Dec. 31, 2017 USD ($)
Disclosure of contingent liabilities [abstract]
Percentage of liability for responses costs	30.00%
Reimbursement of response costs	$ 3
Estimated total cost commitment	$ 80
Government national plan to put price on carbon emission beginning in 2018	$10 per tonne
Government national plan to put price on carbon emission each year increasing by through 2022	$10 per tonne

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Merger of Equals with Agrium - Additional Information (Detail) - Nutrien Ltd. [member] - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2019	Mar. 31, 2018	Jan. 01, 2018
Disclosure of detailed information about business combination [line items]
Pro forma total consolidated revenue	$ 18,242
Pro forma net income	$ 816
Major business combination [member]
Disclosure of detailed information about business combination [line items]
Purchase consideration				$ 16,000
Cash recognized on acquisition date				466
Receivables recognized on acquisition date				$ 2,424
Agrichem [member] | Scenario, Forecast [Member]
Disclosure of detailed information about business combination [line items]
Percentage of voting equity interests expected to be acquired		20.00%	80.00%
Potash Corp [member] | Major business combination [member]
Disclosure of detailed information about business combination [line items]
Common shares, per share				$ 0.400
Agrium Inc [member] | Major business combination [member]
Disclosure of detailed information about business combination [line items]
Common shares, per share				$ 2.230

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Comparative Figures - Additional Information (Detail) $ in Millions	12 Months Ended
	Dec. 31, 2016 USD ($)
Disclosure of comparative figure [abstract]
Impairment of available-for-sale investment	$ 10