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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/01/24 Nutrien Ltd. 40-F 12/31/23 173:59M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 40-F Annual Report by a Canadian Issuer HTML 101K
2: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 69K
Awarded Compensation
3: EX-99.1 Miscellaneous Exhibit HTML 906K
4: EX-99.2 Miscellaneous Exhibit HTML 1.68M
5: EX-99.2 EX-99.2 Courtesy PDF -- d523730dex9921 PDF 10.17M
6: EX-99.3 Miscellaneous Exhibit HTML 3.85M
7: EX-99.3 EX-99.3 Courtesy PDF -- d523730dex9931 PDF 4.98M
8: EX-99.4 Miscellaneous Exhibit HTML 49K
9: EX-99.5 Miscellaneous Exhibit HTML 51K
10: EX-99.6 Miscellaneous Exhibit HTML 51K
11: EX-99.7 Miscellaneous Exhibit HTML 48K
12: EX-99.8 Miscellaneous Exhibit HTML 49K
13: EX-99.9 Miscellaneous Exhibit HTML 54K
19: R1 Document and Entity Information HTML 111K
20: R2 Consolidated Statements of Earnings HTML 104K
21: R3 Consolidated Statements of Comprehensive Income HTML 80K
22: R4 Consolidated Statements of Cash Flows HTML 144K
23: R5 Consolidated Statements of Changes in HTML 93K
Shareholders' Equity
24: R6 Consolidated Balance Sheets HTML 130K
25: R7 Description of Business HTML 61K
26: R8 Basis of Presentation HTML 52K
27: R9 Segment Information HTML 343K
28: R10 Nature of Expenses HTML 72K
29: R11 Share-Based Compensation HTML 112K
30: R12 Other (Income) Expenses HTML 71K
31: R13 Finance Costs HTML 68K
32: R14 Income Taxes HTML 154K
33: R15 Net Earnings per Share HTML 60K
34: R16 Financial Instruments and Related Risk Management HTML 271K
35: R17 Receivables HTML 72K
36: R18 Inventories HTML 69K
37: R19 Property, Plant and Equipment HTML 275K
38: R20 Goodwill and Other Intangible Assets HTML 200K
39: R21 Investments HTML 154K
40: R22 Other Assets HTML 61K
41: R23 Short-Term Debt HTML 82K
42: R24 Long-Term Debt HTML 155K
43: R25 Lease Liabilities HTML 60K
44: R26 Payables and Accrued Charges HTML 68K
45: R27 Pension and Other Post-Retirement Benefits HTML 258K
46: R28 Asset Retirement Obligations and Accrued HTML 113K
Environmental Costs
47: R29 Share Capital HTML 80K
48: R30 Capital Management HTML 95K
49: R31 Business Combinations HTML 92K
50: R32 Commitments HTML 88K
51: R33 Guarantees HTML 52K
52: R34 Related Party Transactions HTML 62K
53: R35 Contingencies and Other Matters HTML 63K
54: R36 Accounting Policies, Estimates and Judgments HTML 165K
55: R37 Significant Accounting Policies (Policies) HTML 206K
56: R38 Description of Business (Tables) HTML 58K
57: R39 Basis of Presentation (Tables) HTML 50K
58: R40 Segment Information (Tables) HTML 339K
59: R41 Nature of Expenses (Tables) HTML 71K
60: R42 Share-Based Compensation (Tables) HTML 116K
61: R43 Other Expenses (Tables) HTML 69K
62: R44 Finance Costs (Tables) HTML 69K
63: R45 Income Taxes (Tables) HTML 157K
64: R46 Net Earnings per Share (Tables) HTML 62K
65: R47 Financial Instruments and Related Risk Management HTML 281K
(Tables)
66: R48 Receivables (Tables) HTML 69K
67: R49 Inventories (Tables) HTML 59K
68: R50 Property, Plant and Equipment (Tables) HTML 285K
69: R51 Goodwill and Other Intangible Assets (Tables) HTML 178K
70: R52 Investments (Tables) HTML 161K
71: R53 Other Assets (Tables) HTML 61K
72: R54 Short-Term Debt (Tables) HTML 83K
73: R55 Long-Term Debt (Tables) HTML 156K
74: R56 Lease Liabilities (Tables) HTML 60K
75: R57 Payables and Accrued Charges (Tables) HTML 68K
76: R58 Pension and Other Post-Retirement Benefits HTML 251K
(Tables)
77: R59 Asset Retirement Obligations and Accrued HTML 114K
Environmental Costs (Tables)
78: R60 Share Capital (Tables) HTML 84K
79: R61 Capital Management (Tables) HTML 109K
80: R62 Business Combinations (Tables) HTML 92K
81: R63 Commitments (Tables) HTML 83K
82: R64 Related Party Transactions (Tables) HTML 59K
83: R65 Description of Business (Information) (Detail) HTML 89K
84: R66 Segment Information (Summary of Financial HTML 175K
Information on Segments) (Detail)
85: R67 Segment Information (Summary of Disaggregated HTML 99K
Revenue from Contracts with Customers by Product
Line or Geographic Location) (Detail)
86: R68 Segment Information (Summary of Financial HTML 88K
Information by Geographical Area) (Detail)
87: R69 Nature of Expenses (Summary of Detailed HTML 83K
Information about Expenses by Nature) (Detail)
88: R70 Share-Based Compensation (Information) (Detail) HTML 50K
89: R71 Share-Based Compensation (Summary of Stock Option HTML 87K
Plan granted) (Detail)
90: R72 Share-Based Compensation (Summary of Stock Option HTML 50K
Plans) (Detail)
91: R73 Share-Based Compensation (Compensation Expense for HTML 62K
all Employee and Director Share-based Compensation
Plans) (Detail)
92: R74 Share-Based Compensation (Summary of Weighted HTML 64K
Average Assumptions in Stock Options) (Detail)
93: R75 Other Expenses (Summary of Detailed Information HTML 77K
About Other Income and Expenses) (Detail)
94: R76 Finance Costs (Information) (Detail) HTML 50K
95: R77 Finance Costs (Summary of Finance Costs) (Detail) HTML 70K
96: R78 Income Taxes (Summary of Provision for Income HTML 91K
Taxes) (Detail)
97: R79 Income Taxes (Summary of Deferred Income Tax HTML 91K
Assets (Liabilities)) (Detail)
98: R80 Income Taxes (Information) (Detail) HTML 54K
99: R81 Income Taxes (Summary of Reconciliation of Net HTML 50K
Deferred Income Tax Liabilities) (Detail)
100: R82 Income Taxes (Summary of Amounts and Expiry Dates HTML 56K
of Unused Tax Losses and Unused Tax Credits)
(Detail)
101: R83 Income Taxes (Summary of Total Income Tax Expense) HTML 71K
(Detail)
102: R84 Net Earnings per Share (Summary of Net Earnings HTML 54K
per Share) (Detail)
103: R85 Net Earnings per Share (Summary of Options HTML 50K
Excluded from Calculation of Diluted Net Earnings
per Share) (Detail)
104: R86 Financial Instruments and Related Risk Management HTML 54K
(Summary of Maximum Exposure to Credit Risk)
(Detail)
105: R87 Financial Instruments and Related Risk Management HTML 77K
(Information) (Detail)
106: R88 Financial Instruments and Related Risk Management HTML 58K
(Summary of Available Credit Facilities) (Detail)
107: R89 Financial Instruments and Related Risk Management HTML 99K
(Summary of Maturity Analysis of Financial
Liabilities and Gross Settled Derivative
Contracts) (Detail)
108: R90 Financial Instruments and Related Risk Management HTML 64K
(Summary of Significant Foreign Currency
Derivatives) (Detail)
109: R91 Financial Instruments and Related Risk Management HTML 123K
(Summary of Fair Value Hierarchy for Financial
Assets and Financial Liabilities) (Detail)
110: R92 Financial Instruments and Related Risk Management HTML 62K
(Summary of Material Foreign Currency Derivatives)
(Detail)
111: R93 Receivables (Summary of Receivables) (Detail) HTML 83K
112: R94 Inventories (Information) (Detail) HTML 68K
113: R95 Inventories (Summary of Inventories) (Detail) HTML 61K
114: R96 Property Plant And Equipment (Summary Of HTML 136K
Impairment) (Detail)
115: R97 Property, Plant and Equipment (Summary of HTML 64K
Depreciation of Property Plant and Equipment)
(Detail)
116: R98 Property, Plant and Equipment (Information) HTML 127K
(Detail)
117: R99 Property, Plant and Equipment (Summary of HTML 57K
Estimated Useful Lives) (Detail)
118: R100 Property, Plant and Equipment (Summary of HTML 112K
Reconciliation of Changes in Property Plant and
Equipment) (Detail)
119: R101 Property, Plant and Equipment (Cash Generating HTML 55K
Units) (Detail)
120: R102 Property, Plant and Equipment (Sensitivities - HTML 94K
Trinidad) (Detail)
121: R103 Goodwill and Other Intangible Assets (Estimated HTML 57K
Useful Lives Applied to Finite-Lived Intangible
Assets) (Detail)
122: R104 Goodwill and Other Intangible Assets (Summary of HTML 63K
Goodwill by Groups of Cash Generating Unit)
(Detail)
123: R105 Goodwill and Other Intangible Assets (Summary of HTML 52K
Key Assumptions, Change In Retail Segment
Recoverable Amount) (Detail)
124: R106 Goodwill and Other Intangible Assets (Summary of HTML 123K
Reconciliation of Intangible Assets) (Detail)
125: R107 Goodwill and Other Intangible Assets (Summary of HTML 84K
Terminal Growth Rate and Corresponding Discount
Rate) (Detail)
126: R108 Goodwill and Other Intangible Assets (Retail - HTML 63K
South America group of CGUs) (Detail)
127: R109 Goodwill Key Assumptions Impairment (Detail) HTML 75K
128: R110 Investments (Summary of Equity-Accounted Investees HTML 106K
and Investments at FVTOCI) (Detail)
129: R111 Investments (Summary of Financial Information of HTML 126K
Profertil) (Detail)
130: R112 Other Assets (Summary of Other Assets) (Detail) HTML 62K
131: R113 Short-Term Debt (Information) (Detail) HTML 133K
132: R114 Short-Term Debt (Summary of Short-Term Debt) HTML 52K
(Detail)
133: R115 Short-Term Debt (Summary of Short-Term Debt) HTML 125K
(Parenthetical) (Detail)
134: R116 Long-Term Debt (Summary of Long-Term Debt) HTML 142K
(Detail)
135: R117 Long-Term Debt (Summary of changes in liabilities HTML 93K
arising from financing activities) (Detail)
136: R118 Long-Term Debt (Summary of Changes in Liabilities HTML 69K
Arising From Financing Activities) (Detail)
137: R119 Lease Liabilities (Summary of Lease Liabilities) HTML 59K
(Detail)
138: R120 Payables and Accrued Charges (Summary of Payables HTML 80K
and Accrued Charges) (Detail)
139: R121 Pension and Other Post-Retirement Benefits HTML 85K
(Summary of Significant Assumptions Used to
Determine Benefit Obligations and Expense)
(Detail)
140: R122 Pension and Other Post-Retirement Benefits HTML 79K
(Summary of Fair Value of Plan Assets of the
Defined Benefit Pension Plans, by Asset Category)
(Detail)
141: R123 Pension and Other Post-Retirement Benefits HTML 53K
(Additional Information) (Detail)
142: R124 Pension and Other Post-Retirement Benefits HTML 107K
(Summary of Movements in Pension and Other
Post-Retirement Benefit Assets (Liabilities)
(Detail)
143: R125 Pension and Other Post-Retirement Benefits HTML 56K
(Summary of Significant Assumptions, Change in
Discount Rates has Greatest Potential Impact)
(Detail)
144: R126 Asset Retirement Obligations and Accrued HTML 94K
Environmental Costs (Summary of Pre-Tax Risk-Free
Discount Rate and Expected Cash Flow Payments for
Asset Retirement Obligations and Accrued
Environmental Costs) (Detail)
145: R127 Asset Retirement Obligations and Accrued HTML 82K
Environmental Costs (Summary of Reconciliation of
Asset Retirement, Environmental Restoration
Obligations) (Detail)
146: R128 Asset Retirement Obligations and Accrued HTML 55K
Environmental Costs (Summary of Sensitivity of
Asset Retirement Obligations and Accrued
Environmental Costs to Changes in Discount Rate on
Recorded Liability) (Parenthetical) (Detail)
147: R129 Share Capital (Information) (Detail) HTML 113K
148: R130 Share Capital (Summary of Share Repurchases) HTML 80K
(Detail)
149: R131 Share Capital (Summary of Shares Issued) (Detail) HTML 72K
150: R132 Capital Management (Components of Ratios) (Detail) HTML 53K
151: R133 Capital Management (Schedule of Adjusted Net Debt, HTML 77K
Adjusted Shareholders' Equity and Adjusted
Capital) (Detail)
152: R134 Capital Management (Summary of EBITDA, Adjusted HTML 58K
EBITDA and Adjusted Finance Costs) (Detail)
153: R135 Capital Management (Detail) HTML 47K
154: R136 Business Combinations (Additional Information) HTML 75K
(Detail)
155: R137 Business Combinations (Summary of Fair Value HTML 83K
Allocated to Assets and Liabilities) (Detail)
156: R138 Business Combinations (Summary of Fair Value HTML 50K
Allocated to Assets and Liabilities)
(Parenthetical) (Detail)
157: R139 Commitments (Summary of Minimum Future Commitments HTML 73K
Under Contractual Agreements) (Detail)
158: R140 Related Party Transactions (Compensation to Key HTML 59K
Management Personnel) (Detail)
159: R141 Related Party Transactions (Information) (Detail) HTML 51K
160: R142 Segment Information (Summary of Financial HTML 61K
Information by Geographical Area (Parenthetica))
(Detail)
161: R143 Financial Instruments and Related Risk Management HTML 50K
(Summary of Maturity Analysis of Financial
Liabilities and Gross Settled Derivative Contracts
(Parenthetical) (Detail)
162: R144 Nature of Expenses (Summary of Detailed HTML 51K
Information about Expenses by Nature)
(Parenthetical) (Detail)
163: R145 Other Assets (Summary of Other Assets) HTML 49K
(Parenthetical) (Detail)
164: R146 Pension and Other Post-Retirement Benefits HTML 61K
(Summary of Significant Assumptions Used to
Determine Benefit Obligations and Expense)
(Parenthetical) (Detail)
165: R147 Pension and Other Post-Retirement Benefits HTML 63K
(Summary of Movements in Pension and Other
Post-Retirement Benefit Assets (Liabilities)
(Parenthetical) (Detail)
166: R148 Pension and Other Post-Retirement Benefits HTML 50K
(Summary of Fair Value of Plan Assets of the
Defined Benefit Pension Plans, by Asset Category)
(Parenthetical) (Detail)
167: R149 Goodwill and Other Intangible Assets (Summary of HTML 57K
Reconciliation of Intangible Assets)
(Parenthetical) (Detail)
168: R9999 Uncategorized Items - _IXDS HTML 58K
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| 40-F |
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 40-F
[Check one]
i ¨ |
REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
i ý |
ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended i December 31, 2023
Commission File Number i 001-38336
i NUTRIEN LTD.
(Exact name of Registrant as specified in its charter)
i Canada
(Province or other jurisdiction of incorporation or organization)
i 2870
(Primary Standard Industrial Classification Code Number (if applicable))
i 98-1400416
(I.R.S. Employer Identification Number (if applicable))
i Suite 1700, 211 19th Street East i Saskatoon, i Saskatchewan, i Canada i S7K 5R6 |
( i 306) i 933-8500
(Address and telephone number of Registrant’s principal executive offices)
i CT Corporation System
i 28 Liberty St.
( i 212) i 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 |
Trading Symbol(s) |
Name of each exchange on which registered |
i Common Shares |
i NTR |
i New York Stock Exchange |
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:
i ý Annual information form |
|
i ý 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.
494,551,730 Common Shares outstanding as of December 31, 2023
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.
ý i Yes ¨ No |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
ý i Yes ¨ No
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
i ¨ 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.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ý
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. i ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
This Annual Report on Form 40-F shall be incorporated by reference into the Registration Statements on Form S-8 (File Nos. 333-222384, 333-222385 and 333-226295) of the registrant. In addition, the registrant’s Annual Information Form; Management’s Discussion and Analysis; Audited Annual Consolidated Financial Statements for the fiscal year ended December 31, 2023, including Management’s Annual Report on Internal Control over Financial Reporting; Consent of KPMG LLP, Independent Registered Public Accounting Firm; and Consent of Craig Funk, B.Sc., M.Sc., P.Eng., P.Geo., included as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.8, respectively, to this Annual Report on Form 40-F, are incorporated by reference into and as an exhibit to the registrant’s Registration Statement on Form F-10 (File No. 333-263275).
Principal documents
The following documents have been filed as part of this Annual Report:
CONTROLS AND PROCEDURES
A. Certifications
The required disclosure is included in Exhibits 99.5, 99.6 and 99.7 to this Annual Report, and is incorporated herein by reference.
B. Evaluation of Disclosure Controls and Procedures
The required disclosure is included in “Controls and Procedures—Disclosure Controls and Procedures” in the 2023 MD&A, filed as Exhibit 99.2 to this Annual Report, and is incorporated herein by reference.
C. Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining an adequate system of internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. The required disclosure is included in “Management’s Responsibility—Management’s Annual Report on Internal Control over Financial Reporting” that accompanies the 2023 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 2023 Audited Annual Financial Statements, filed as Exhibit 99.3 to this Annual Report, and is incorporated herein by reference.
E. Changes in Internal Control over Financial Reporting
During the period covered by this report, there was no change in Nutrien’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting. See “Controls and Procedures—Internal Control Over Financial Reporting” in the 2023 MD&A, filed as Exhibit 99.2 to this Annual Report and incorporated herein by reference.
IDENTIFICATION OF THE AUDIT COMMITTEE
The Board has a separately-designated standing audit committee established in accordance with section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee are Christopher M. Burley, Michael J. Hennigan, Alice D. Laberge, Consuelo E. Madere and Aaron W. Regent.
AUDIT COMMITTEE FINANCIAL EXPERT
The Nutrien Board of Directors (the “Board”) has determined that it has at least one “audit committee financial expert” (as such term is defined in paragraph 8(b) of General Instruction B to Form 40-F) serving on its Audit Committee. Mr. Christopher M. Burley has been determined to be such audit committee financial expert and was “independent” as such term is defined under the Canadian Securities Administrators’ National Instrument 52-110—Audit Committees and the standards of the U.S. Securities and Exchange Commission (the “SEC”) and the New York Stock Exchange (the “NYSE”) relating to the independence of audit committee members.
The Board’s designation of Mr. Christopher M. Burley as an audit committee financial expert does not impose on him any duties, obligations or liability that are greater than the duties, obligations and liability imposed on him as a member of the Audit Committee and Board in the absence of such designation or identification. In addition, the designation of Mr. Christopher M. Burley as an audit committee financial expert 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 Nutrien’s 2023 AIF, filed as Exhibit 99.1 to this Annual Report, and incorporated herein by reference.
COMPLIANCE WITH NYSE LISTING STANDARDS ON CORPORATE
GOVERNANCE
Our common shares are listed on the NYSE, but as a listed foreign private issuer, the NYSE does not require us to comply with all of its listing standards regarding corporate governance. Notwithstanding this exemption, we are in compliance in all material respects with the NYSE listing standards and we intend to continue to comply with such standards so as to ensure that there are no significant differences between our corporate governance practices and those practices required by the NYSE of other publicly listed companies.
CODE OF CONDUCT AND ETHICS
Nutrien has adopted a “code of ethics” (as that term is defined in Form 40-F), entitled the Nutrien Code of Conduct that applies to all directors, officers, employees and representatives of Nutrien and its subsidiaries (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 211 19th Street East, Suite 1700, Saskatoon, Saskatchewan, Canada S7K 5R6, 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
Not applicable.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets out the fees billed to Nutrien by i KPMG LLP (PCAOB ID: i 85; Calgary, AB, i Canada) and its affiliates for professional services rendered during the years ended December 31, 2023 and 2022. During these years, KPMG LLP was the Company’s only external auditor.
Category |
Years Ended December 31, | |
|
US$ |
2022 US$ |
Audit Fees 1 |
9,481,000 |
8,777,700 |
Audit-Related Fees 2 |
26,600 |
63,000 |
Tax Fees 3 |
74,900 |
168,100 |
All Other Fees 4 |
305,100 |
302,400 |
Total |
9,887,600 |
9,311,200 |
1 For professional services rendered by KPMG LLP for the integrated audit of the Company’s annual financial statements; interim review of the Company’s interim financial statements; audits of statutory financial statements of controlled subsidiaries; attestation reporting in accordance with US environmental agency requirements and consent orders; attestation reports over various Nutrien subsidiaries for the purpose of compliance with local laws and regulations; and work in connection with the renewal of the Company's base shelf prospectus in 2022 and the Company's prospectus supplements relating to the offering of senior notes in 2023 and 2022.
2 For professional services rendered by KPMG LLP for translation of the Company’s annual and quarterly reports in 2022, and in connection with an audit of the financial statements of an employee benefit plan.
3 For professional services rendered by KPMG LLP for assistance with preparation and review of tax filings and related tax compliance, assistance in responding to tax authorities, including reassessments and tax audits, routine tax planning and advice. These amounts include fees paid to KPMG LLP specifically for tax compliance and preparation services rendered in 2023 and 2022 in the amounts of $74,900 and $168,100, respectively.
4 For professional services rendered by KPMG LLP for the preparation of subsidiary statutory financial statements; an assessment of the Company’s cyber security maturity level against a globally recognized framework and a readiness assessment for assurance over the Company’s report on cyber security key performance indicators, and subsequent assurance engagements over key performance indicators; and limited assurance over Nutrien Scope 1 and 2 GHG emissions.
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 Nutrien’s 2023 AIF, filed as Exhibit 99.1 to this Annual Report, and incorporated herein by reference.
OFF-BALANCE SHEET ARRANGEMENTS
The information included in “Other Financial Information—Off-Balance Sheet Arrangements” of the 2023 MD&A, filed as Exhibit 99.2 to this Annual Report, is incorporated herein by reference.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The information included in “Liquidity & Capital Resources—Cash Requirements” of the 2023 MD&A, filed as Exhibit 99.2 to this Annual Report, is incorporated herein by reference.
RESERVE AND RESOURCE ESTIMATES
The disclosure included in or incorporated by reference in this Annual Report uses mineral reserves and mineral resources classification terms that comply with reporting standards in Canada and are made in accordance with National Instrument 43-101—Standards of Disclosure for Mineral Projects (“NI 43-101”), which references the Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards on Mineral Resources and Mineral Reserves. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects.
These standards differ from the requirements of the SEC that are applicable to domestic United States reporting companies. Any mineral reserves and mineral resources reported by the Company in accordance with NI 43-101 may not qualify as such under SEC standards. Accordingly, information included in this Annual Report and the documents incorporated by reference herein that describes the Company’s mineral reserves and mineral resources estimates may not be comparable with information made public by United States companies subject to the SEC’s reporting and disclosure requirements.
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.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
Not applicable.
WEBSITE INFORMATION
Notwithstanding any reference to 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 Nutrien’s website or any other website on the World Wide Web referred to in this Annual Report or in the documents attached as exhibits hereto, or referred to in Nutrien’s website, is not a part of this Annual Report and, therefore, is not filed with the SEC.
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.
The Registrant has previously filed 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.
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.
NUTRIEN LTD.
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By: |
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Name: Title: |
Senior Vice President, General Counsel Securities & Corporate Secretary |
Date: March 1, 2024
Exhibit Number |
Description |
97.1 |
|
99.1 |
Annual Information Form for the fiscal year ended December 31, 2023 |
99.2 |
Management’s Discussion and Analysis for the fiscal year ended December 31, 2023 |
99.3 |
Audited Annual Consolidated Financial Statements for the fiscal year ended December 31, 2023 |
99.4 |
Consent of KPMG LLP, 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 |
|
99.9 |
|
101 |
Interactive Data File (formatted as Inline XBRL) |
104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| This ‘40-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/1/24 | |||
| For Period end: | 12/31/23 | |||
| 12/31/22 | 11-K, 40-F, ARS | |||
| 4/5/12 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/22/24 Nutrien Ltd. F-10 6:478K Donnelley … Solutions/FA |