Nutrien Ltd.
For the period ended Dec 31, 2023. Filed Mar 1, 2024.
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The yearly report of certain Canadian companies, filed under a joint US and Canadian system. It is the main yearly account these companies give US investors, largely as filed in Canada.
FY2023 · Filed Mar 1, 2024
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Contents
EX-99.3 · Dividends Declared
Dividends Declared
During 2023, we declared dividends of $2.12 (2022 - $1.92). On February 21, 2024, our Board of Directors declared and increased our quarterly dividend to $0.54 per share payable on April 11, 2024, to shareholders of record on March 28, 2024. The total estimated dividend to be paid is $265.
Note 24 | Capital management
Our capital allocation policy prioritizes safe and reliable operations, a healthy balance sheet, a sustainable dividend to shareholders, and a strategy to allocate remaining cash flow that maximizes shareholder value.
We include total debt, adjusted total debt, adjusted net debt and shareholders’ equity as components of our capital structure. We monitor our 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.
We have access to the capital markets through our base shelf prospectus. We use a combination of short-term and long-term debt to finance our operations. We typically pay floating rates of interest on short-term debt and credit facilities, and fixed rates on senior notes and debentures.
We monitor the following measures to evaluate our ability to service debt, make strategic investments and ensure we are in compliance with our debt covenants:
| 2023 | 2022 | |
|---|---|---|
| Adjusted net debt to adjusted EBITDA | 1.9 | 0.9 |
| Adjusted EBITDA to adjusted finance costs | 7.3 | 21.6 |
| Debt to capital (calculated as adjusted total debt to adjusted capital) (Limit: 0.65 : 1.00) | 0.33 : 1.00 | 0.32 : 1.00 |
Adjusted EBITDA is calculated in Note 3, while the calculations of the remaining components included in the above ratios are set out in the following tables:
| 2023 | 2022 | |
|---|---|---|
| Short-term debt | 1,815 | 2,142 |
| Current portion of long-term debt | 512 | 542 |
| Current portion of lease liabilities | 327 | 305 |
| Long-term debt | 8,913 | 8,040 |
| Lease liabilities | 999 | 899 |
| Total debt | 12,566 | 11,928 |
| Letters of credit – financial | 94 | 97 |
| Adjusted total debt | 12,660 | 12,025 |
| 2023 | 2022 | |
|---|---|---|
| Total debt | 12,566 | 11,928 |
| Cash and cash equivalents | (941) | (901) |
| Net unamortized fair value adjustments | (294) | (310) |
| Adjusted net debt | 11,331 | 10,717 |
| 2023 | 2022 | |
|---|---|---|
| Total shareholders' equity | 25,201 | 25,863 |
| Adjusted total debt | 12,660 | 12,025 |
| Adjusted capital | 37,861 | 37,888 |
| 2023 | 2022 | |
|---|---|---|
| Finance costs | 793 | 563 |
| Unwinding of discount on asset retirement obligations | (33) | (29) |
| Borrowing costs capitalized to property, plant and equipment | 71 | 37 |
| Interest on net defined benefit pension and other post-retirement plan obligations | (5) | (8) |
| Adjusted finance costs | 826 | 563 |
In 2022, we filed a base shelf prospectus in Canada and the US qualifying the issuance of up to $5 billion of common shares, debt securities and other securities during a period of 25 months from March 11, 2022. In 2023 and 2022, we issued senior notes of $1.5 billion and $1 billion, respectively, pursuant to the base shelf prospectus and the applicable prospectus supplement. Refer to Note 18 for details.
Note 25 | Business combinations
| Casa do Adubo S.A. (“Casa do Adubo”) | Other Acquisitions | |
| Acquisition date | October 1, 2022 | Various |
|---|---|---|
| Purchase price, net of cash and cash equivalents acquired, and amounts held in escrow | $268 On the acquisition date, we acquired 100% of the issued and outstanding Casa do Adubo stock. | $153 (preliminary) (2022 – $176) |
| Goodwill and expected benefits of acquisitions | $ 184 – Goodwill was fully impaired as part of the impairment recorded to the Retail – South America group of CGUs (Note 14). | $ 126 (preliminary) (2022 – $ 55 ) |
| The expected benefits of the acquisitions resulting in goodwill include: | ||
| synergies from expected reduction in operating costs wider distribution channel for selling products of acquired businesses a larger assembled workforce potential increase in customer base enhanced ability to innovate | ||
| Description | An agriculture retailer in Brazil with 39 retail locations and 10 distribution centers. This acquisition is aligned with our disciplined approach to capital allocation and sustainability commitments, as we continue to expand our presence in Brazil. | 2023 – 23 Retail locations related to various agricultural services (2022 – 43 Retail locations related to various agricultural services and one wholesale warehouse location) |
We allocated the following values to the acquired assets and assumed liabilities based upon fair values at their respective acquisition date:
| 2023 · 2022 | ||||
|---|---|---|---|---|
| OtherAcquisitions1 · Casa do AduboFinal Fair Value · Other Acquisitions1 | ||||
| Current assets | 17 | 275 | 2 | 116 |
| Goodwill | 126 | 184 | 55 | |
| Other non-current assets | (2) | 133 | 131 | |
| Total assets | 141 | 592 | 302 | |
| Current liabilities | 20 | 160 | 74 | |
| Other non-current liabilities | 2 | 116 | 42 | |
| Total liabilities | 22 | 276 | 116 | |
| Non-controlling interest | (8) | ‐ | ‐ | |
| Total consideration | 127 | 316 | 186 | |
| Amounts held in escrow | 26 | (48) | (10) | |
| Total consideration, net of cash and cash equivalents acquired, and amounts held in escrow | 153 | 268 | 176 | |
1 Includes preliminary values for current year acquisitions and finalization of measurement period adjustments for prior year acquisitions.
2 Includes receivables from customers with gross contractual amounts of $169.
We have completed our assessment of identifying and measuring all the assets acquired and liabilities assumed relating to our Casa do Adubo acquisition. This assessment included a thorough review of all internal and external sources of information available on circumstances that existed at the acquisition date, engagement of independent valuation experts, and final agreement of the purchase price with no material changes from the preliminary fair value as disclosed in the 2022 annual consolidated financial statements. For certain other acquisitions, we finalized the purchase price with no material change to the fair values disclosed in prior periods. Refer to Note 30 for details of our valuation technique and judgments applied.
Note 26 | Commitments
| Principal Portion and | ||||||
|---|---|---|---|---|---|---|
| Estimated Interest | ||||||
| Lease · Long-Term · Purchase · Capital · Other | ||||||
| December 31, 2023 | Liabilities | Debt | Commitments | Commitments | Commitments | Total |
| Within 1 year | 368 | 966 | 938 | 153 | 188 | 2,613 |
| 1 to 3 years | 484 | 2,324 | 249 | 19 | 221 | 3,297 |
| 3 to 5 years | 222 | 1,556 | 57 | ‐ | 149 | 1,984 |
| Over 5 years | 451 | 10,493 | 106 | ‐ | 157 | 11,207 |
| Total | 1,525 | 15,339 | 1,350 | 172 | 715 | 19,101 |
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