Investor Presentation February 2018
Legal Disclaimer 2 Certain statements and other information included in this presentation constitute "forward-looking information" or "forward-looking statements" (collectively, "forward-looking statements") under applicable securities laws. All statements in this presentation, other than those relating to historical information or current conditions, are forward-looking statements, including, but not limited to, statements relating to certain strategic benefits expected to result from the combination of Agrium and PotashCorp, the nature and timing of operating synergies and Nutrien's expected capital allocation strategy and dividend policy. Forward-looking statements in this presentation are based on certain key expectations and assumptions made by Nutrien, including expectations and assumptions concerning: customer demand for Nutrien's products; commodity prices and interest and foreign exchange rates; operating synergies, capital efficiencies and cost-savings; applicable tax laws; future production rates; future debt ratings; the sufficiency of budgeted capital expenditures in carrying out planned activities; and the availability and cost of labour and services. Although Nutrien believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Nutrien can give no assurance that they will prove to be correct. Forward-looking statements are subject to various risks and uncertainties which could cause actual results and experience to differ materially from the anticipated results or expectations expressed in this presentation. Key risks and uncertainties include, but are not limited to: general global economic, market and business conditions; weather conditions including impacts from regional flooding and/or drought conditions; crop plant area, yield and prices; supply and demand and price levels for major products of Nutrien may vary from what we currently anticipate; failure to realize anticipated synergies or cost savings in connection with the combination of Agrium and PotashCorp; risks regarding the integration of Agrium and PotashCorp; failure to realize governmental and regulatory requirements and actions by governmental authorities, including changes in government policy, government ownership requirements, changes in environmental, tax and other laws or regulations and the interpretation thereof; political risks, including civil unrest, actions by armed groups or conflict; regional natural gas supply restrictions; counterparty and sovereign risk; relationships with employees, customers, business partners and competitors and risk factors set forth in Nutrien s business acquisition report dated February 20, 2018 and in Agrium s and PotashCorp s respective annual information forms, each dated February 20, 2018, all filed under respective corporate profiles on SEDAR and EDGAR. For material assumptions and risks associated with our 2018 guidance, see Forward-Looking Statements in our press release dated February 5, 2018. Nutrien disclaims any intention or obligation to update or revise any forward-looking statements in this presentation as a result of new information or future events, except as may be required under applicable U.S. federal securities laws or applicable Canadian securities legislation. All reference to $ and USD$ are to U.S. dollars. IFRS Advisory This presentation is prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ( IFRS ). IFRS financial information of Nutrien in 2018 reflects the operations of Nutrien. IFRS financial information for 2017 and prior reflects the operations of PotashCorp. For comparative purposes, certain historical financial information presented reflects the combined results of Agrium and PotashCorp. Non-IFRS Financial Measures Advisory We consider adjusted net earnings (loss) from continuing operations before finance costs, income tax (recovery) expense and depreciation and amortization ("EBITDA"), EBITDA margin, free cash flow, cash cost of goods sold and all adjusted combined financial information, all of which are non-ifrs financial measures, to provide useful information to both management and investors in measuring our financial performance and financial condition. Refer to the disclosure under the heading Non-IFRS Financial Measures and Non-IFRS Financial Measures in MD&A included in Agrium and PotashCorp s annual reports each as filed on SEDAR at www.sedar.com and EDGAR at www.sec.gov under our corporate profile on, for a reconciliation of these non-ifrs measures to the most directly comparable measures calculated in accordance with IFRS and for a further discussion of how these measures are calculated and their usefulness to users including management. Non-IFRS financial measures are not recognized measures under IFRS and our method of calculation may not be comparable to that of other companies. These non-ifrs financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with IFRS.
Presentation Outline 3 1 1 Nutrien Overview and Vision 2 Fundamentals and Outlook 3 4 Strategy and Opportunities Capital Allocation
Our Vision is to be the Leading Global Agribusiness Company 4 1 Leading ag platform provides earnings stability & multiple avenues for growth (geographic, product and technology) 2 $500 million in run rate synergies expected to be achieved by the end of 2019 3 Significant free cash flow and strong balance sheet provides opportunity for meaningful shareholder returns and growth 4 Significant potential upside to a recovery in crop nutrient markets; $25/mt increase in fertilizer prices expected to generate ~$650M in additional EBITDA
Nutrien Has a Unique Global Footprint and Well Positioned Assets 5 North American Integrated Footprint South America Australia LEGEND: POTASH NITROGEN PHOSPHATE ESN GRANULATION RETAIL LOVELAND PRODUCTS AND AFFILIATED FACILITIES AGRICHEM INVESTMENTS AND JV S OFFICES >26Mmt 1 2017 combined sales tonnes of potash, nitrogen & phosphate ~1,500 Retail locations in 7 countries $500M Expected annual synergies by end of 2019 $1.60 Annual dividend per share 2 5% NCIB in place through February 2019 NOTE: European distribution and our ownership stakes in Sinofert and the MOPCO nitrogen facility are not included on these maps. 1 Excluding sales tonnes from Conda and North Bend 2 Based on Nutrien quarterly dividend declared February 20, 2018. Future dividends subject to board discretion.
Diversified Portfolio Provides Stability and Multiple Avenues for Growth 6 2017 Adjusted Combined EBITDA Split 1 Summary Financial Performance USD billions (unless otherwise noted) 2017 Adjusted Combined Retail ~36% ~33% Potash Revenue $18.3 EBITDA 1 $2.7 Free Cash Flow 2 $1.3 ~7% ~24% Sustaining Capital $1.0 Phosphate and Sulfate Nitrogen ~25% increase in estimated 2018 EBITDA versus proforma 2017 Free Cash Flow Conversion 3 63% (2017) ~70% (2018F) Annual Dividend per Share 4 $1.60 1 Reflects adjusted combined EBITDA, which is derived from historical financial information of PotashCorp and Agrium and do not include the effects of a) intersegment eliminations, b) the equity earnings and operating results of completed or anticipated divestitures in connection with the merger, c) allocation of certain corporate costs or d) the impairment charge related to Phosphate. Determination of Adjusted Combined EBITDA required allocation of historical amounts on a basis consistent with how Nutrien will report financial information in the future. This information does not purport to project the future operating results of Nutrien, and is not necessarily indicative of what Nutrien s results of operations would have been had the merger been completed on January 1, 2017. 2 Cash provided by operating activities from continuing operations excluding the impact of net changes in non-cash working capital less sustaining capital expenditures. 3 Calculated as (EBITDA less sustaining capital)/ EBITDA. 2018F based on mid-point of guidance as of Feb 5, 2018. 4 Based on Nutrien quarterly dividend declared February 20, 2018. Future dividends subject to board discretion.
Nutrien is the Global Leader in Crop Inputs 7 Enterprise Value US$ Billions 1 50 40 42 30 20 15 14 13 13 10 9 8 8 0 Nutrien YAR FMC CF MOS ICL K+S PAH Source: Factset 1. Values based on year to date average as of February 22, 2018. Public companies in North America and Europe. CF EV excludes minority interest.
Fundamentals and Outlook INVESTOR PRESENTATION
Supportive Agriculture Fundamentals 9 U.S. Cash Grower Margins 1 US$/Acre 450 400 350 300 250 200 150 100 50 0 Corn Soybeans Wheat Cotton Cash crop margins support a relatively stable acreage outlook and solid crop input spend for spring 2018 Source: USDA, Green Markets, CME Group, Nutrien 1 2017/18 margins are based on spot cash crop prices and estimated average fertilizer costs; 2018/19F margins are based on new crop 2018 futures prices less estimated basis and estimated spot retail fertilizer prices
0 Favorable Potash Market Fundamentals 10 Global Potash Consumption Million Tonnes KCl Global Potash Capacity 1 % Share (2017) Greenfield Capital Intensity Cost per Tonne 2 (US$) 70 60 $3,000 $2,700 50 40 All Other Producers, 26% Nutrien, 25% $2,000 Range $2,300 30 20 Other Top 5 Producers, 49% $1,000 7 to 10 years construction & ramp up 10 0 Top 5 Producers, 74% $0 Highest growth rate of the primary crop nutrients Concentration of high-quality deposits Long development times and high capital costs Source: AMEC, CRU, Fertecon, IFA, Nutrien 1 Based on nameplate capacity, which may exceed operational capability 2 Estimates for a conventional 2-million-tonne mine in Saskatchewan.
Relatively Tight Potash Supply & Demand 11 Global Potash S&D Million Tonnes KCl Global Utilization Rate 1 Percent 80 70 Demand Growth @ 3.0%/yr Demand Growth @ 2.7%/yr Operational Capability 100% 95% Demand Growth @ 3.0%/yr * Demand Growth @ 2.7%/yr* 60 50 90% 40 85% 30 80% 20 10 75% 0 70% Expect demand growth and capacity closures to offset capacity additions; operating rates expected to be at or above historical average Source: CRU, Fertecon, IFA, Nutrien 1 Based on estimated operational capability * Demand growth based on 20 year CAGR 2002 to 2022
Tightening Global Nitrogen Supply & Demand 12 Global Nitrogen S&D Million Tonnes Nitrogen Global Utilization Rate 1 Percent 180 Demand Operational Capability 160 140 120 100 80 60 40 20 0 100% 95% 90% 85% 80% 75% 70% Demand Growth @ 2.0%/yr* Forecast improvement in nitrogen capacity utilization expected over the medium-term Source: CRU, Nutrien 1 Based on estimated operational capability. Adjusted for idled capacity in China and Eastern Europe. * Demand growth based on 20 year CAGR 2002 to 2022
Retail: Long Term Growth of Margins and Earnings 13 Retail EBITDA Margin Percent Retail EBITDA Millions 11.0% EBITDA Retail EBITDA Margin $1.2-1.3B $1,400 10.0% 9.7% $1,200 9.0% 9.3% $1,000 8.0% 8.3% 8.3% 8.6% 8.5% $800 7.0% 7.5% $769 $951 $986 $1,119 $1,033 $1,091 $1,179 $600 $400 6.0% $200 5.0% 2011 2012 2013 2014 2015 2016 2017 2018F $0 Consistent growth in EBITDA margins achieved through Operational Excellence initiatives including proprietary product growth and footprint optimization Source: Nutrien
Strategy and Opportunities INVESTOR PRESENTATION
Nutrien Strategic Priorities 15 Capital Priorities Continue to invest in growth opportunities focus on Retail Enhance shareholder returns dividend and share buybacks Strong balance sheet maintain investment grade credit ratings 1. Complete Integration Bring people, systems, assets and operations together Complete required sales of equity investments 2. Deliver Synergies $500M annual run-rate expected by the end of 2019 Costs to achieve below benchmark standards 3. Business Unit Strategy Complete portfolio review of combined company Determine key priorities for each business unit
Significant Value Creation from Merger Synergies 16 Expected Run-Rate Synergies US$ Millions $600 Distribution / Optimization Rail Fleet $500 $400 $300 $200 Optimization Distribution and Warehouse Optimization Logistics Savings Portfolio Integration Production Optimization Phosphate Integration Potash network efficiencies Nitrogen optimization $125 Procurement Procurement optimization $100 SG&A SG&A Efficiencies $125 + Target $500 $250 End of 2019 End of 2018 $100 $150 ++ ~$60 YTD 2018 $0 Highly confident in full synergy realization by the end of 2019. Achieved ~$60 million in run-rate synergies year-to-date. Source: Nutrien
Nutrien to Supply Western Canada MAP Market from Increased Production at White Springs & Aurora 17 Phosphate and Sulfate Synergy Potential US$ Millions 100 ~$95M 80 60 40 ~$65M 30 5 AS expansion Variable cost Savings 40 24 Direct Synergy Potential Ammonium Sulphate conversion at Redwater delivers $30-40M gross margin Variable cost savings = White Springs rock costs are $140-180/mt lower than Redwater s delivered rock costs 1 Repurposing Redwater phosphate = lower expected sustaining/fixed costs & running White Springs/Aurora @ higher utilization which lowers per tonne costs 20 ~15 Lower Fixed cost ~15 0 Lower Net ~15 ~15 sustaining Lower P price Higher P price Phosphate and sulfate synergy potential of ~$80M made possible by the merger Additional Potential Benefits Improved N.A. phosphate S/D balance Capital cost to convert Redwater MAP to AS lower than other options Source: Nutrien 1 White Springs rock costs are lower, partly offset by higher transport cost and higher sulfur & NH3 costs, variable cost advantage varies depending on MAP price. Assumptions include: Variable cost savings ranges represent $30/mt higher and lower than 2019 MAP price forecast for Western Canada.
Business Unit Priorities 18 Retail Growth (acquisitions and proprietary products), Optimize network, Advance digital capabilities Potash Optimize network, Respond to market conditions Nitrogen Optimize network, Grow opportunistically Phosphate and Sulfate Deliver synergies, Optimize network Integrated business to drive stable and growing free cash flow
Retail: Multiple Levers Driving EBITDA Growth 19 Retail EBITDA Growth Drivers Percent (2012-2017) Retail EBITDA Growth by Region Percent (2012-2017) $75 $75 $75 Optimization, ~30% Acquisitions, ~40% International, 47% North America, 53% Organic Growth, ~30% Retail Earnings Growth Drivers Acquisitions/greenfield in existing markets & Brazilian growth potential (Agrichem) Continued expansion of proprietary product lines & digital ag capabilities Optimization/Cost reduction - optimize footprint and leverage procurement scale Source: Nutrien
Capital Allocation INVESTOR PRESENTATION
Multiple Levers to Generate Strong Free Cash Flow 21 Within Nutrien s Control Capture Identified Synergies Equity Investment Sales Stable and Growing Retail Base $500M/year 1 ~$4.5B estimated net of tax Expect $50-$140M of EBITDA / Yr External Factors: Leverage to Upside Fertilizer prices are more than $100/mt lower than mid-cycle (8 year avg prices) If fertilizer prices rise $25/mt = ~$650M EBITDA If fertilizer prices rise $100/mt = ~$2.6B EBITDA Value Adding Growth Enhance Shareholder Returns Enhance Balance Sheet Capital Priorities Increase share in existing markets (N.A & Australia) Focus on growing in Brazil Expand proprietary business; digital ag Announced 5% NCIB Potential to further increase dividend (40-60% of FCF) Maintain investment grade credit rating 1 Full $500M per year expected to be achieved by the end of 2019.
Significant Upside Potential for Free Cash Flow per Share 22 Nutrien EBITDA & FCF Sensitivity to Nutrient Price Increases US$ Billions 14 12 Incremental EBITDA 2018E Sustaining Capex $10 $11B EBITDA 10 $6.5 $7.0B EBITDA 8 6 4 2 Proceeds of ~4.5B expected from equity stake sales $3.5 $4.0B EBITDA >$3 FCF/sh (4) ~$7.50 FCF/sh (4) >$12 FCF/sh (4) 0 (1) (2) (3) 2018E 2018E + Full Synergies @ 8 yr Avg. Nutrient Prices @ Replacement Cost Nutrient Prices Potential mid-cycle free cash flow per share provides tremendous near & longterm opportunity for shareholders 1 Assumes synergies of $500MM per year by end of 2019 2 Assumes 2018 sales volumes at Average of 8-Year (2010 2018) prices for: US Cornbelt MOP ($437/mt), Tampa DAP ($482/mt), and NOLA urea ($361/mt) 3 Replacement cost nutrient prices assumed are: US Cornbelt MOP ($605/mt), Tampa DAP ($540/mt), and NOLA Urea ($480/mt) 4 Free Cash Flow defined as: Cash flow from continuing operations before net changes in non-cash working capital less sustaining capital. Assumes 644.2M shares
Nutrien Provides Unique Investment Opportunity in the Agriculture Sector 23 Leading position in both retail/distribution (stable & growing earnings base) and crop nutrient production Clear line of sight on expected $500M in annual operating synergies Significant free cash flow expected to provide opportunity for meaningful shareholder returns Unmatched upside to a recovery in crop nutrient markets - $25/mt improvement in nutrient prices expected to generate ~$650M in EBITDA
Thank you! For further information please visit Nutrien s website at: www.nutrien.com Follow Nutrien on: twitter.com/nutrienltd facebook.com/nutrienltd linkedin.com/company/nutrien INVESTOR PRESENTATION