Nutrien (NTR) 6-K Current report (foreign)

Exhibit 99.3

NUTRIEN LTD.

INTERIM FINANCIAL STATEMENTS AND NOTES

AS AT AND FOR THE THREE AND SIX MONTHS ENDED

JUNE 30, 2020

Unaudited In millions of US dollars except as otherwise noted  

Condensed Consolidated Financial Statements

Condensed Consolidated Statements of Earnings

		Three Months Ended June 30				Six Months Ended June 30
	Note	2020		2019		2020			2019
				Note 1					Note 1
SALES	2		8,416		8,693		12,602			12,412
Freight, transportation and distribution			237		215		449			386
Cost of goods sold			6,024		6,166		9,125			8,739
GROSS MARGIN			2,155		2,312		3,028			3,287
Selling expenses			763		690		1,405			1,228
General and administrative expenses			101		95		205			190
Provincial mining and other taxes			48		96		105			161
Share-based compensation expense (recovery)			12		59		(20	)		116
Impairment of assets			-		-		-			33
Other expenses	3		92		77		112			88
EARNINGS BEFORE FINANCE COSTS AND INCOME TAXES			1,139		1,295		1,221			1,471
Finance costs			139		143		272			266
EARNINGS BEFORE INCOME TAXES			1,000		1,152		949			1,205
Income tax expense	4		235		294		219			306
NET EARNINGS			765		858		730			899
NET EARNINGS PER SHARE (“EPS”)
Basic			1.34		1.48		1.28			1.52
Diluted			1.34		1.47		1.28			1.52
Weighted average shares outstanding for basic EPS			569,146,000		581,433,000		570,157,000			591,792,000
Weighted average shares outstanding for diluted EPS			569,146,000		582,360,000		570,157,000			592,714,000

Condensed Consolidated Statements of Comprehensive Income

	Three Months Ended June 30						Six Months Ended June 30
(Net of related income taxes)	2020			2019			2020			2019
NET EARNINGS		765			858			730			899
Other comprehensive income (loss)
Items that will not be reclassified to net earnings:
Net actuarial gain on defined benefit plans		-			-			3			-
Net fair value loss on investments		(2	)		(24	)		(21	)		(15	)
Items that have been or may be subsequently reclassified to net earnings:
Gain (loss) on currency translation of foreign operations		194			16			(121	)		35
Other		9			(6	)		(18	)		(2	)
OTHER COMPREHENSIVE INCOME (LOSS)		201			(14	)		(157	)		18
COMPREHENSIVE INCOME		966			844			573			917

 (See Notes to the Condensed Consolidated Financial Statements)

23

Unaudited In millions of US dollars except as otherwise noted  

Condensed Consolidated Statements of Cash Flows

			Three Months Ended June 30						Six Months Ended June 30
	Note		2020			2019			2020			2019
						Note 1						Note 1
OPERATING ACTIVITIES
Net earnings				765			858			730			899
Adjustments for:
Depreciation and amortization				517			486			990			906
Share-based compensation expense (recovery)				12			59			(20	)		116
Impairment of assets				-			-			-			33
Provision for deferred income tax				84			150			62			147
Other long-term liabilities and miscellaneous				(60	)		(2	)		(100	)		-
Cash from operations before working capital changes				1,318			1,551			1,662			2,101
Changes in non-cash operating working capital:
Receivables				(1,824	)		(1,905	)		(2,147	)		(2,051	)
Inventories				2,174			2,207			746			698
Prepaid expenses and other current assets				247			369			1,013			824
Payables and accrued charges				(159	)		(1,050	)		(44	)		(915	)
CASH PROVIDED BY OPERATING ACTIVITIES				1,756			1,172			1,230			657
INVESTING ACTIVITIES
Additions to property, plant and equipment				(298	)		(369	)		(661	)		(659	)
Additions to intangible assets				(36	)		(37	)		(68	)		(75	)
Business acquisitions, net of cash acquired		9		(116	)		(2	)		(173	)		(489	)
Proceeds from disposal of discontinued operations, net of tax				-			45			-			55
Purchase of investments				(29	)		(96	)		(66	)		(122	)
Other				71			39			115			61
CASH USED IN INVESTING ACTIVITIES				(408	)		(420	)		(853	)		(1,229	)
FINANCING ACTIVITIES
Transaction costs on long-term debt				(15	)		(29	)		(15	)		(29	)
(Repayment of) proceeds from short-term debt, net				(4,290	)		(45	)		204			959
Proceeds from long-term debt		7		1,500			1,510			1,506			1,510
Repayment of long-term debt		7		(6	)		(500	)		(507	)		(1,000	)
Repayment of principal portion of lease liabilities				(70	)		(63	)		(134	)		(116	)
Dividends paid		8		(258	)		(256	)		(514	)		(520	)
Repurchase of common shares		8		-			(1,132	)		(160	)		(1,930	)
Issuance of common shares				-			15			-			17
CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES				(3,139	)		(500	)		380			(1,109	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS				24			(9	)		(13	)		(17	)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS				(1,767	)		243			744			(1,698	)
CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD				3,182			373			671			2,314
CASH AND CASH EQUIVALENTS – END OF PERIOD				1,415			616			1,415			616
Cash and cash equivalents comprised of:
Cash				1,106			378			1,106			378
Short-term investments				309			238			309			238
				1,415			616			1,415			616
SUPPLEMENTAL CASH FLOWS INFORMATION
Interest paid				153			128			249			242
Income taxes paid (received)				30			70			65			(45	)
Total cash outflow for leases				96			88			188			164

(See Notes to the Condensed Consolidated Financial Statements)

24

Unaudited In millions of US dollars except as otherwise noted  

Condensed Consolidated Statements of Changes in Shareholders’ Equity

										Accumulated Other Comprehensive (Loss) Income (“AOCI”)
	Number of Common Shares			Share Capital			Contributed Surplus			Net Fair Value Loss on Investments			Net Actuarial Gain on Defined Benefit Plans 1			Loss on Currency Translation of Foreign Operations			Other			Total AOCI			Retained Earnings			Total Equity 2
BALANCE – DECEMBER 31, 2018		608,535,477			16,740			231			(7	)		-			(251	)		(33	)		(291	)		7,745			24,425
Net earnings		-			-			-			-			-			-			-			-			899			899
Other comprehensive (loss) income		-			-			-			(15	)		-			35			(2	)		18			-			18
Shares repurchased (Note 8)		(36,066,766	)		(992	)		-			-			-			-			-			-			(886	)		(1,878	)
Dividends declared		-			-			-			-			-			-			-			-			(244	)		(244	)
Effect of share-based compensation including issuance of common shares		397,889			20			7			-			-			-			-			-			-			27
Transfer of net loss on sale of investment		-			-			-			3			-			-			-			3			(3	)		-
Transfer of net loss on cash flow hedges		-			-			-			-			-			-			4			4			-			4
BALANCE – JUNE 30, 2019		572,866,600			15,768			238			(19	)		-			(216	)		(31	)		(266	)		7,511			23,251
BALANCE – DECEMBER 31, 2019		572,942,809			15,771			248			(29	)		-			(204	)		(18	)		(251	)		7,101			22,869
Net earnings		-			-			-			-			-			-			-			-			730			730
Other comprehensive (loss) income		-			-			-			(21	)		3			(121	)		(18	)		(157	)		-			(157	)
Shares repurchased (Note 8)		(3,832,580	)		(105	)		(55	)		-			-			-			-			-			-			(160	)
Dividends declared		-			-			-			-			-			-			-			-			(514	)		(514	)
Effect of share-based compensation including issuance of common shares		35,706			1			7			-			-			-			-			-			-			8
Transfer of net loss on cash flow hedges		-			-			-			-			-			-			11			11			-			11
Transfer of net actuarial gain on defined benefit plans		-			-			-			-			(3	)		-			-			(3	)		3			-
BALANCE – JUNE 30, 2020		569,145,935			15,667			200			(50	)		-			(325	)		(25	)		(400	)		7,320			22,787

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

2 All equity transactions were attributable to common shareholders.

(See Notes to the Condensed Consolidated Financial Statements)

25

Unaudited In millions of US dollars except as otherwise noted  

Condensed Consolidated Balance Sheets

			June 30						December 31
As at	Note		2020			2019			2019
						Note 1
ASSETS
Current assets
Cash and cash equivalents				1,415			616			671
Receivables				5,712			5,200			3,542
Inventories				4,199			4,346			4,975
Prepaid expenses and other current assets				444			383			1,477
				11,770			10,545			10,665
Non-current assets
Property, plant and equipment				20,178			19,840			20,335
Goodwill		9		12,096			11,716			11,986
Other intangible assets				2,376			2,291			2,428
Investments				803			796			821
Other assets				578			518			564
TOTAL ASSETS				47,801			45,706			46,799
LIABILITIES
Current liabilities
Short-term debt		6		1,247			1,609			976
Current portion of long-term debt		7		-			503			502
Current portion of lease liabilities				228			208			214
Payables and accrued charges				7,306			5,483			7,437
				8,781			7,803			9,129
Non-current liabilities
Long-term debt		7		10,032			8,558			8,553
Lease liabilities				841			770			859
Deferred income tax liabilities		4		3,212			3,082			3,145
Pension and other post-retirement benefit liabilities				435			420			433
Asset retirement obligations and accrued environmental costs				1,575			1,657			1,650
Other non-current liabilities				138			165			161
TOTAL LIABILITIES				25,014			22,455			23,930
SHAREHOLDERS’ EQUITY
Share capital		8		15,667			15,768			15,771
Contributed surplus				200			238			248
Accumulated other comprehensive loss				(400	)		(266	)		(251	)
Retained earnings				7,320			7,511			7,101
TOTAL SHAREHOLDERS’ EQUITY				22,787			23,251			22,869
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY				47,801			45,706			46,799

(See Notes to the Condensed Consolidated Financial Statements)

26

Unaudited In millions of US dollars except as otherwise noted  

Notes to the Condensed Consolidated Financial Statements

As at and for the Three and Six Months Ended June 30, 2020

NOTE 1  BASIS OF PRESENTATION

Nutrien Ltd. (collectively with its subsidiaries, known as “Nutrien”, “we”, “us”, “our” or the “Company”) is the world’s largest provider of crop inputs and services. Nutrien plays a critical role in helping growers around the globe increase food production in a sustainable manner.

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

Certain immaterial 2019 figures have been reclassified in the condensed consolidated statements of earnings, condensed consolidated statements of cash flows, condensed consolidated balance sheets and segment information.

In management’s opinion, the interim financial statements include all adjustments necessary to fairly present such information in all material respects. Interim results are not necessarily indicative of the results expected for any other interim period or the fiscal year. On March 11, 2020, the World Health Organization declared the novel strain of coronavirus (“COVID-19”) a global pandemic. We have assessed our accounting estimates and other matters that require the use of forecasted financial information for the impact of the COVID-19 pandemic. The assessment included estimates of the unknown future impacts of the pandemic using information that is reasonably available at this time. Accounting estimates and other matters assessed include the allowance for expected credit losses of receivables from customers, inventory valuation, goodwill and other long-lived assets, financial assets, tax assets, pension obligation and assets, and revenue recognition. Based on the current assessment, there was not a material impact to these interim financial statements. As additional information becomes available, the future assessment of these estimates, including expectations about the severity, duration and scope of the pandemic, could differ materially in future reporting periods.

These interim financial statements were authorized by the audit committee of the Board of Directors for issue on August 10, 2020.

NOTE 2  SEGMENT INFORMATION

The Company has four reportable operating segments: Retail, Potash, Nitrogen and Phosphate. The Retail segment distributes crop nutrients, crop protection products, seed and merchandise, and provides services directly to growers through a network of farm centers in North and South America and Australia. The Potash, Nitrogen and Phosphate segments are differentiated by the chemical nutrient contained in the products that each produces. Sales reported under our Corporate and Others segment primarily relates to our non-core Canadian business.

27

Unaudited In millions of US dollars except as otherwise noted  

	Three Months Ended June 30, 2020
	Retail		Potash		Nitrogen			Phosphate		Corporate and Others			Eliminations			Consolidated
Sales   – third party		6,739		617		755			285		20			-			8,416
– intersegment		10		64		246			49		-			(369	)		-
Sales   – total		6,749		681		1,001			334		20			(369	)		8,416
Freight, transportation and distribution		-		93		148			57		-			(61	)		237
Net sales		6,749		588		853			277		20			(308	)		8,179
Cost of goods sold		5,137		310		645			249		18			(335	)		6,024
Gross margin		1,612		278		208			28		2			27			2,155
Selling expenses		764		1		5			1		(8	)		-			763
General and administrative expenses		30		1		2			3		65			-			101
Provincial mining and other taxes		-		46		1			-		1			-			48
Share-based compensation expense		-		-		-			-		12			-			12
Other expenses (income)		17		4		(11	)		3		79			-			92
Earnings (loss) before finance costs and income taxes		801		226		211			21		(147	)		27			1,139
Depreciation and amortization		163		109		172			56		17			-			517
EBITDA 1		964		335		383			77		(130	)		27			1,656
Assets – at June 30, 2020		20,529		11,915		10,708			2,111		2,835			(297	)		47,801

1 EBITDA is calculated as net earnings (loss) before finance costs, income taxes, and depreciation and amortization.

	Three Months Ended June 30, 2019
	Retail		Potash		Nitrogen			Phosphate			Corporate and Others			Eliminations			Consolidated
Sales   – third party		6,503		873		857			424			36			-			8,693
– intersegment		9		47		235			60			-			(351	)		-
Sales   – total		6,512		920		1,092			484			36			(351	)		8,693
Freight, transportation and distribution		-		72		126			66			-			(49	)		215
Net sales		6,512		848		966			418			36			(302	)		8,478
Cost of goods sold		5,072		317		672			428			36			(359	)		6,166
Gross margin		1,440		531		294			(10	)		-			57			2,312
Selling expenses		683		1		7			2			(3	)		-			690
General and administrative expenses		27		-		5			1			62			-			95
Provincial mining and other taxes		-		91		-			1			4			-			96
Share-based compensation expense		-		-		-			-			59			-			59
Other expenses (income)		39		-		(23	)		10			51			-			77
Earnings (loss) before finance costs and income taxes		691		439		305			(24	)		(173	)		57			1,295
Depreciation and amortization		145		114		154			62			11			-			486
EBITDA		836		553		459			38			(162	)		57			1,781
Assets – at December 31, 2019		19,990		11,696		10,991			2,198			2,129			(205	)		46,799

28

Unaudited In millions of US dollars except as otherwise noted  

	Six Months Ended June 30, 2020
	Retail		Potash		Nitrogen			Phosphate		Corporate and Others			Eliminations			Consolidated
Sales   – third party		9,379		1,164		1,401			611		47			-			12,602
– intersegment		19		128		378			106		-			(631	)		-
Sales   – total		9,398		1,292		1,779			717		47			(631	)		12,602
Freight, transportation and distribution		-		187		248			127		-			(113	)		449
Net sales		9,398		1,105		1,531			590		47			(518	)		12,153
Cost of goods sold		7,257		575		1,226			569		43			(545	)		9,125
Gross margin		2,141		530		305			21		4			27			3,028
Selling expenses		1,399		4		12			3		(13	)		-			1,405
General and administrative expenses		68		3		4			5		125			-			205
Provincial mining and other taxes		-		103		1			-		1			-			105
Share-based compensation recovery		-		-		-			-		(20	)		-			(20	)
Other expenses (income)		21		5		(9	)		9		86			-			112
Earnings (loss) before finance costs and income taxes		653		415		297			4		(175	)		27			1,221
Depreciation and amortization		318		205		322			119		26			-			990
EBITDA		971		620		619			123		(149	)		27			2,211
Assets – at June 30, 2020		20,529		11,915		10,708			2,111		2,835			(297	)		47,801

	Six Months Ended June 30, 2019
	Retail		Potash			Nitrogen			Phosphate			Corporate and Others			Eliminations			Consolidated
Sales   – third party		8,533		1,580			1,469			766			64			-			12,412
– intersegment		18		110			372			117			-			(617	)		-
Sales   – total		8,551		1,690			1,841			883			64			(617	)		12,412
Freight, transportation and distribution		-		145			198			116			-			(73	)		386
Net sales		8,551		1,545			1,643			767			64			(544	)		12,026
Cost of goods sold		6,702		589			1,183			763			64			(562	)		8,739
Gross margin		1,849		956			460			4			-			18			3,287
Selling expenses		1,215		5			14			3			(9	)		-			1,228
General and administrative expenses		54		-			7			3			126			-			190
Provincial mining and other taxes		-		154			1			1			5			-			161
Share-based compensation expense		-		-			-			-			116			-			116
Impairment of assets		-		-			-			-			33			-			33
Other expenses (income)		51		(3	)		(28	)		13			55			-			88
Earnings (loss) before finance costs and income taxes		529		800			466			(16	)		(326	)		18			1,471
Depreciation and amortization		281		214			267			122			22			-			906
EBITDA		810		1,014			733			106			(304	)		18			2,377
Assets – at December 31, 2019		19,990		11,696			10,991			2,198			2,129			(205	)		46,799

29

Unaudited In millions of US dollars except as otherwise noted  

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

	Three Months Ended   June 30				Six Months Ended   June 30
	2020		2019		2020		2019
Retail sales by product line
Crop nutrients		2,527		2,626		3,312		3,313
Crop protection products		2,436		2,286		3,446		3,030
Seed		1,141		1,197		1,535		1,553
Merchandise		253		144		469		252
Services and other		392		259		636		403
		6,749		6,512		9,398		8,551
Potash sales by geography
Manufactured product
North America		325		329		644		647
Offshore 1		356		591		648		1,042
Other potash and purchased products		-		-		-		1
		681		920		1,292		1,690
Nitrogen sales by product line
Manufactured product
Ammonia		291		354		447		541
Urea		304		331		566		562
Solutions, nitrates and sulfates		233		229		429		420
Other nitrogen and purchased products		173		178		337		318
		1,001		1,092		1,779		1,841
Phosphate sales by product line
Manufactured product
Fertilizer		185		307		406		547
Industrial and feed		117		116		237		240
Other phosphate and purchased products		32		61		74		96
		334		484		717		883

1 Relates to Canpotex Limited (“Canpotex”) (Note 11).

NOTE 3  OTHER EXPENSES (INCOME)

	Three Months Ended June 30						Six Months Ended June 30
	2020			2019			2020			2019
Merger and related costs		-			25			-			36
Acquisition and integration related costs		18			-			28			-
Foreign exchange loss (gain), net of related derivatives		18			5			(13	)		12
Earnings of equity-accounted investees		(13	)		(30	)		(23	)		(47	)
Bad debts		21			29			27			35
COVID-19 related expenses		17			-			19			-
Other expenses		31			48			74			52
		92			77			112			88

30

Unaudited In millions of US dollars except as otherwise noted  

NOTE  4 INCOME TAXES

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

	Three Months Ended June 30						Six Months Ended June 30
	2020			2019			2020			2019
Income tax expense		235			294			219			306
Actual effective tax rate on earnings (%)		25			26			24			25
Actual effective tax rate including discrete items (%)		24			26			23			25
Discrete tax adjustments that impacted the tax rate		(13	)		(11	)		(11	)		4

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

Income Tax Assets and Liabilities	Balance Sheet Location	As at June 30, 2020		As at December 31, 2019
Income tax assets
Current	Receivables		43		104
Non-current	Other assets		71		36
Deferred income tax assets	Other assets		265		249
Total income tax assets			379		389
Income tax liabilities
Current	Payables and accrued charges		89		43
Non-current	Other non-current liabilities		43		44
Deferred income tax liabilities	Deferred income tax liabilities		3,212		3,145
Total income tax liabilities			3,344		3,232

NOTE 5  FINANCIAL INSTRUMENTS

Fair Value

Estimated fair values for financial instruments are designed to approximate amounts for which the instruments could be exchanged in a current arm’s-length transaction between knowledgeable, willing parties. The valuation policies and procedures for financial reporting purposes are determined by our finance department. There have been no changes to our valuation methods presented in Note 12 of the 2019 annual consolidated financial statements and those valuation methods have been applied in these interim financial statements.

The following table presents our fair value hierarchy for financial instruments carried at fair value on a recurring basis or measured at amortized cost:

	June 30, 2020									December 31, 2019
Financial assets (liabilities) measured at	Carrying Amount			Level 1 1			Level 2 1			Carrying Amount			Level 1 1			Level 2 1
Fair value on a recurring basis
Cash and cash equivalents		1,415			-			1,415			671			-			671
Derivative instrument assets		24			-			24			5			-			5
Other current financial assets - marketable securities 2		152			22			130			193			27			166
Investments at FVTOCI 3		139			139			-			161			161			-
Derivative instrument liabilities		(31	)		-			(31	)		(33	)		-			(33	)
Amortized cost
Current portion of long-term debt
Notes and debentures		-			-			-			(494	)		-			(503	)
Fixed and floating rate debt		-			-			-			(8	)		-			(8	)
Long-term debt
Notes and debentures		(10,001	)		(8,715	)		(2,392	)		(8,528	)		(1,726	)		(7,440	)
Fixed and floating rate debt		(31	)		-			(31	)		(25	)		-			(25	)

1 During the period ended June 30, 2020, there were no transfers between Level 1 and Level 2 for financial instruments measured at fair value on a recurring basis.

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

3 Investments at fair value through other comprehensive income (“FVTOCI”) are comprised of shares in Sinofert Holdings Ltd.

31

Unaudited In millions of US dollars except as otherwise noted  

NOTE 6  SHORT-TERM DEBT

Short-term debt was comprised of:

	Rate of Interest (%)		Total Facility Limit as at June 30, 2020		As at June 30, 2020		As at December 31, 2019
Credit facilities
Unsecured revolving term credit facility		NIL		4,500		-		-
Uncommitted revolving demand facility		NIL		500		-		-
Other credit facilities 1		0.9 - 11.8		640		242		326
Commercial paper		0.4 - 2.8				1,005		650
						1,247		976
1 Other credit facilities are unsecured and consist of South American facilities with debt of $184 (December 31, 2019 – $149) and interest rates ranging from 2.4 percent to 11.8 percent, Australian facilities with debt of $27 (December 31, 2019 – $157) and an interest rate of 1.3 percent, and Other facilities with debt of $31 (December 31, 2019 – $20) and interest rates ranging from 0.9 percent to 4.0 percent.

The amount available under the commercial paper program is limited to the availability of backup funds under the $4,500 unsecured revolving term credit facility and excess cash invested in highly liquid securities.

During the six months ended June 30, 2020, we entered into new committed revolving credit facilities totaling approximately $1,500, all with the same principal covenants and events of default as our existing credit facilities. We closed these credit facilities after the issuance of the new notes as described in Note 7.

NOTE 7  LONG-TERM DEBT

The following tables summarize our long-term debt issuances and repayment activities during the six months ended June 30, 2020:

	Rate of interest (%)		Maturity		Amount
Notes issued 2020		1.900		May 13, 2023		500
Notes issued 2020		2.950		May 13, 2030		500
Notes issued 2020		3.950		May 13, 2050		500
						1,500

The notes issued in 2020 are unsecured, rank equally with our existing unsecured notes, and have no sinking fund requirements prior to maturity. Each series is redeemable and provides for redemption prior to maturity, at our option, at specified prices.

	Rate of interest (%)		Maturity		Amount
Notes repaid 2020		4.875		March 30, 2020		500

In March 2020, we filed a base shelf prospectus in Canada and the US qualifying the issuance of up to $5,000 of common shares, debt and other securities during a period of 25 months from March 16, 2020. Issuance of securities requires us to file a prospectus supplement and is subject to availability of funding in capital markets. During the six months ended June 30, 2020, we filed a prospectus supplement to issue $1,500 of notes, as described above.

NOTE 8  SHARE CAPITAL

Share repurchase programs

	Board of Directors Approval	Expiry	Maximum Shares for Repurchase
2019 Normal Course Issuer Bid 1	February 20, 2019	February 26, 2020		42,164,420
2020 Normal Course Issuer Bid 2	February 18, 2020	February 26, 2021		28,572,458

1 The 2019 normal course issuer bid permitted the repurchase of up to 7 percent of our outstanding common shares for cancellation. As of the expiry date, we had repurchased 33,256,668 of the maximum shares for repurchase.

2 The 2020 normal course issuer bid permits the repurchase of up to 5 percent of our outstanding common shares for cancellation and can expire earlier than the date above if we acquire the maximum number of common shares allowable or otherwise decide not to make any further repurchases.

Purchases under the normal course issuer bids were, or may be, made through open market purchases at market prices as well as by other means permitted by applicable securities regulatory authorities, including private agreements.

32

Unaudited In millions of US dollars except as otherwise noted  

The following table summarizes our share repurchase activities during the period:

	Three Months Ended  June 30				Six Months Ended   June 30
	2020		2019		2020		2019
Number of common shares repurchased for cancellation		-		20,590,564		3,832,580		36,066,766
Average price per share (US dollars)		-		52.27		41.96		52.07
Total cost		-		1,076		160		1,878

Dividends declared

We declared dividends per share of $0.45 (2019 – $0.43) during the three months ended June 30, 2020, payable on July 17, 2020 to shareholders of record on June 30, 2020 and $0.90 (2019 – $0.43) during the six months ended June 30, 2020.

Subsequent to June 30, 2020, we declared a quarterly dividend of $0.45 per share payable on October 16, 2020 to shareholders of record on September 30, 2020. The total estimated dividend to be paid is $256.

NOTE 9  BUSINESS ACQUISITIONS

Ruralco

On September 30, 2019, we acquired Ruralco Holdings Limited (“Ruralco”) for a purchase price, net of cash and cash equivalents acquired, of $330. We have engaged independent valuation experts to assist in determining the fair value of certain assets acquired and liabilities assumed.

Other Acquisitions

During the six months ended June 30, 2020, we acquired several businesses, the largest of which was Tec Agro Group, a leading agriculture retailer in Brazil. The acquired businesses include 29 Retail locations in North and South America and Australia. Expected benefits of the acquisitions include expansion of geographical coverage for the sale of crop input products and services, an increased customer base and workforce and synergies between Nutrien and the acquired businesses.

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

	June 30, 2020
	Ruralco (Estimate)								Other Acquisitions
	Preliminary		Adjustments			Revised Fair Value
Receivables		318		-			318	1		75
Inventories		115		-			115			62
Prepaid expenses and other current assets		8		-			8			2
Property, plant and equipment		136		-			136			40
Goodwill		189		18			207			147
Other intangible assets		210		-			210			-
Investments		15		-			15			-
Other assets		16		-			16			1
Total assets		1,007		18			1,025			327
Short-term debt		167		-			167			36
Payables and accrued charges		342		21			363			108
Lease liabilities, including current portion		110		-			110			-
Deferred income tax liabilities		45		(3	)		42			1
Other non-current liabilities		13		-			13			9
Total liabilities		677		18			695			154
Total consideration		330		-			330			173

1 Includes receivables from customers with gross contractual amounts of $260, of which $5 are considered to be uncollectible.

The preliminary value relating to Ruralco, included in the above table, was previously reported in our first quarter financial statements. The purchase price allocation is not final as we continue to obtain and verify information required to determine the fair value of certain assets and liabilities and the amount of deferred income taxes arising on their recognition. We estimated the preliminary purchase price allocation as of the date of the acquisition based on information that was available and continue to adjust those estimates as new information that existed at the date of acquisition becomes available. We will finalize the amounts recognized by September 30, 2020. All measurement period adjustments were offset against goodwill.

33

Unaudited In millions of US dollars except as otherwise noted  

Financial information related to business acquisitions is as follows:

Pro Forma 1	Other Acquisitions
Sales		260
EBIT		19

1 Estimated annual sales and earnings before finance costs and income taxes (“EBIT”) if acquisitions occurred at January 1, 2020.

	Three Months Ended June 30, 2020		Six Months Ended June 30, 2020
From date of acquisition	Other Acquisitions		Other Acquisitions
Sales		30		40
EBIT		-		-

NOTE 10  SEASONALITY

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

NOTE 11  RELATED PARTY TRANSACTIONS

We sell potash from our Canadian mines for use outside Canada and the United States exclusively to Canpotex. Sales are at prevailing market prices and are settled on normal trade terms. Sales to Canpotex for the three months ended June 30, 2020 were $356 (2019 – $591) and the six months ended June 30, 2020 were $648 (2019 – $1,042). At June 30, 2020, $308 (December 31, 2019 – $194) was owing from Canpotex.

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