Form SD - Specialized disclosure report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SD

Specialized Disclosure Report

 

 

NUTRIEN LTD.

(Exact name of the registrant as specified in its charter)

 

 

 

Canada		001-38336		98-1400416
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

 

		Suite 1700, 211 19th Street East Saskatoon, Saskatchewan, Canada				S7K 5R6
		(Address of principal executive offices)				(Zip Code)

Robert A. Kirkpatrick

Senior Vice President, General Counsel

Securities & Corporate Secretary

[phone]

(Name and telephone number, including area code, of person to contact in connection with this report)

Check the appropriate box to indicate the rule pursuant to which this form is being filed:

☐ Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31,      .

☒ Rule 13q-1 under the Securities Exchange Act (17 CFR 240.13q-1) for the fiscal year ended December 31, 2023.

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SECTION 1 – CONFLICT MINERALS DISCLOSURE

Item 1.01 - Conflict Minerals Disclosure and Report

Not applicable.

Item 1.02 - Exhibit

Not applicable.

SECTION 2 – RESOURCE EXTRACTION ISSUER DISCLOSURE

Item 2.01 Resource Extraction Issuer Disclosure and Report

Nutrien Ltd. (“Nutrien”) is subject to Canada’s Extractive Sector Transparency Measures Act (“ESTMA”). Nutrien is relying on the alternative reporting provision of Item 2.01 and providing its ESTMA report for the year ended December 31, 2023 to satisfy the requirements of Item 2.01. Nutrien’s ESTMA report is available on Nutrien’s website at https://www.nutrien.com/sustainability/esg-portal/esg-document-hub or on the Government of Canada’s website at https://natural-resources.canada.ca/our-natural-resources/minerals-mining/services-for-the-mining-industry/extractive-sector-transparency-measures-act/links-estma-reports/18198. The payment disclosure required by Form SD is included as Exhibit 2.01 to this Form SD.

SECTION 3 – EXHIBITS

Item 3.01. Exhibits

The following exhibit is filed as part of this report.

 

Exhibit Number				Description
2.01				Extractive Sector Transparency Measures Act – Annual Report for the year ended December 31, 2023

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.

 

September 6, 2024				NUTRIEN, LTD.
				By:		/s/ Robert A. Kirkpatrick
						Robert A. Kirkpatrick
						Senior Vice President, General Counsel Securities & Corporate Secretary

 

Extractive Sector Transparency Measures Act - Annual Report

Reporting Entity Name

Nutrien Ltd.

Reporting Year

From

1/1/2023

To:

12/31/2023

Date submitted

5/24/2024

Reporting Entity ESTMA Identification Number

E180886

Original Submission

Amended Report

Other Subsidiaries Included (optional field)

For Consolidated Reports - Subsidiary Reporting Entities Included in Report:

E223738 (Potash Corporation of Saskatchewan Inc.) E980981 (Nutrien (Canada) Holdings ULC) E796540 (Agrium Potash Ltd.)

Not Substituted

Attestation by Reporting Entity

In accordance with the requirements of the ESTMA, and in particular section 9 thereof, I attest I have reviewed the information contained in the ESTMA report for the entity(ies) listed above. Based on my knowledge, and having exercised reasonable diligence, the information in the ESTMA report is true, accurate and complete in all material respects for the purposes of the Act, for the reporting year listed above.

Full Name of Director or Officer of Reporting Entity

Pedro Farah

Date

5/24/2024

Position Title

Executive Vice President and Chief Financial Officer

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Extractive Sector Transparency Measures Act - Annual Report
Reporting Year		From:			1/1/2023				To:				12/31/2023
Reporting Entity Name									Nutrien Ltd.												Currency of the Report												USD
Reporting Entity ESTMA Identification Number									E180886
Subsidiary Reporting Entities (if necessary)					E223738 (Potash Corporation of Saskatchewan Inc.) E980981 (Nutrien (Canada) Holdings ULC) E796540 (Agrium Potash Ltd.)
Payments by Payee
Country		Payee Name1		Departments, Agency, etc... within Payee that Received Payments2				Taxes				Royalties				Fees				Production Entitlements				Bonuses				Dividends				Infrastructure Improvement Payments				Total Amount paid to Payee				Notes34
Canada		Government of Canada							1,065,540,000				-				80,000				-				-				-				-				1,065,620,000			This relates to federal income tax and fees. We paid the Receiver General for Canada and Canadian Nuclear Safety Commission.
Canada -New Brunswick		Government of New Brunswick							1,020,000				1,570,000				250,000				-				-				-				-				2,840,000			This relates to municipal tax, royalties, mineral lease fees, other fees. We paid the Minister of Finance, New Brunswick Energy and Utilities, and New Brunswick Highway Corporation.
Canada -Saskatchewan		Government of Saskatchewan							525,210,000				82,310,000				3,280,000				-				-				-				-				610,800,000			This relates to potash production tax, resource surcharge, royalties, provincial taxes, mineral lease fees, acreage tax, and other fees. We paid the Minister of Finance, Ministry of the Economy, Saskatchewan Ministry of Energy, Technical Safety Authority of Saskatchewan, and Water Security Agency.
Canada -Saskatchewan		Rural Municipality of Moosomin No. 121							-				-				-				-				-				-				2,030,000				2,030,000			This relates to infrastructure improvement payments for the Moosomin airport.
Canada -Saskatchewan		Rural Municipality of Corman Park No. 344							3,610,000				-				-				-				-				-				-				3,610,000			Municipal tax
Canada -Saskatchewan		Rural Municipality of Rocanville No. 151							5,910,000				-				-				-				-				-				-				5,910,000			Municipal tax
Canada -Saskatchewan		Rural Municipality of Usborne No. 310							4,000,000				-				-				-				-				-				-				4,000,000			Municipal tax
Canada -Saskatchewan		Rural Municipality of Vanscoy No. 345							3,650,000				-				-				-				-				-				-				3,650,000			Municipal tax
Canada -Saskatchewan		Rural Municipality of Blucher No. 343							3,470,000				-				-				-				-				-				-				3,470,000			Municipal tax
Canada -Saskatchewan		File Hills Qu’Appelle Tribal Council (FHQTC)							-				-				150,000				-				-				-				-				150,000			This relates to social payments to Indigenous payees.
Canada -Saskatchewan		Saskatoon Tribal Council							-				-				230,000				-				-				-				-				230,000			This relates to social payments to Indigenous payees.
Canada -Saskatchewan		Ochapowace Nation Economic Development Limited Partnership							-				-				130,000				-				-				-				-				130,000			This relates to social payments to Indigenous payees.
United States of America		State of Florida							2,220,000				-				200,000				-				-				-				-				2,420,000			This relates to severance tax and other fees. We paid the Florida Department of Revenue, Florida Department of Health, and Florida Department of Environmental Protection.
United States of America		State of North Carolina							-				-				340,000				-				-				-				-				340,000			This relates to fees. We paid the NC Dept of Environmental Quality, East Carolina University, NC Division of Energy Mineral, and Water Pollution Control System Operators Certification Commission.
United States of America		Hamilton County, FL							5,170,000				-				-				-				-				-				-				5,170,000			This relates to property tax. We paid the Hamilton County Tax Collector.
United States of America		Beaufort County							7,850,000				-				-				-				-				-				-				7,850,000			This relates to property tax. We paid the Beaufort County Tax Collector
Additional Notes:		1 This report is presented in United States dollars (“US dollars”), which was determined to be the functional currency of the company and the majority of its subsidiaries. Payments made to Canadian payees in Canadian dollars were converted at the exchange rate existing at the time of the payment, approximated using the daily exchange rate for the business day prior to the item being recorded. The average annual exchange rate to convert payments incurred in Canadian dollars to US dollars was 0.7410.

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Extractive Sector Transparency Measures Act - Annual Report
Reporting Year			From:				1/1/2023				To:				12/31/2023
Reporting Entity Name											Nutrien Ltd.												Currency of the Report				USD
Reporting Entity ESTMA Identification Number			E180886
Subsidiary Reporting Entities (if necessary)			E223738 (Potash Corporation of Saskatchewan Inc.)    E980981 (Nutrien (Canada) Holdings ULC)    E796540 (Agrium Potash Ltd.)
Payments by Project
Country		Project Name1				Taxes				Royalties				Fees				Production Entitlements				Bonuses				Dividends				Infrastructure Improvement Payments				Total Amount paid by Project				Notes23
Canada -Saskatchewan			Rocanville SK				6,240,000				28,880,000				590,000				-				-				-				-				35,710,000
Canada -Saskatchewan			Lanigan SK				4,050,000				23,790,000				320,000				-				-				-				-				28,160,000
Canada -Saskatchewan			Allan SK				2,820,000				13,430,000				440,000				-				-				-				-				16,690,000
Canada -Saskatchewan			Cory SK				3,800,000				9,110,000				240,000				-				-				-				-				13,150,000
Canada -Saskatchewan			Patience Lake SK				710,000				1,530,000				130,000				-				-				-				-				2,370,000
Canada -Saskatchewan			Vanscoy SK				27,930,000				5,570,000				470,000				-				-				-				-				33,970,000
Canada -New Brunswick			New Brunswick				1,020,000				1,570,000				260,000				-				-				-				-				2,850,000
Canada			Corporate				1,565,840,000				-				1,670,000				-				-				-				2,030,000				1,569,540,000			Taxes relate to certain income taxes, potash production tax and resource surcharge not attributable to a specific project and are assessed at the corporate level.
United States of America			Aurora NC				7,850,000				-				340,000				-				-				-				-				8,190,000
United States of America			White Springs FL				7,390,000				-				200,000				-				-				-				-				7,590,000
Additional Notes3:			1 This report is presented in United States dollars (“US dollars”), which was determined to be the functional currency of the company and the majority of its subsidiaries. Payments made to Canadian payees in Canadian dollars were converted at the exchange rate existing at the time of the payment, approximated using the daily exchange rate for the business day prior to the item being recorded. The average annual exchange rate to convert payments incurred in Canadian dollars to US dollars was 0.7410.

Document Information	12 Months Ended
	Dec. 31, 2023
Document Information:
Document Type	2.01 SD
Amendment	false
CIK	0001725964
Registrant Name	Nutrien Ltd.
Period End Date	Dec. 31, 2023
Reporting Currency	USD

Payments, by Project - 12 months ended Dec. 31, 2023 - USD ($)	Taxes	Royalties	Fees	Infrastructure	Total Payments
Rocanville SK [Member]
Total	$ 6,240,000	$ 28,880,000	$ 590,000		$ 35,710,000
Lanigan SK [Member]
Total	4,050,000	23,790,000	320,000		28,160,000
Allan SK [Member]
Total	2,820,000	13,430,000	440,000		16,690,000
Cory SK [Member]
Total	3,800,000	9,110,000	240,000		13,150,000
Patience Lake SK [Member]
Total	710,000	1,530,000	130,000		2,370,000
Vanscoy SK [Member]
Total	27,930,000	5,570,000	470,000		33,970,000
New Brunswick [Member]
Total	1,020,000	$ 1,570,000	260,000		2,850,000
Corporate [Member]
Total	1,565,840,000		1,670,000	$ 2,030,000	1,569,540,000
Aurora NC [Member]
Total	7,850,000		340,000		8,190,000
White Springs FL [Member]
Total	$ 7,390,000		$ 200,000		$ 7,590,000

Payments, by Government - 12 months ended Dec. 31, 2023 - USD ($)	Taxes	Royalties	Fees	Infrastructure	Total Payments
Canada | Government of Canada
Total	$ 1,065,540,000		$ 80,000		$ 1,065,620,000
Canada | Government of New Brunswick
Total	1,020,000	$ 1,570,000	250,000		2,840,000
Canada | Government of Saskatchewan
Total	525,210,000	$ 82,310,000	3,280,000		610,800,000
Canada | Rural Municipality of Moosomin No. 121
Total				$ 2,030,000	2,030,000
Canada | Rural Municipality of Corman Park No. 344
Total	3,610,000				3,610,000
Canada | Rural Municipality of Rocanville No. 151
Total	5,910,000				5,910,000
Canada | Rural Municipality of Usborne No. 310
Total	4,000,000				4,000,000
Canada | Rural Municipality of Vanscoy No. 345
Total	3,650,000				3,650,000
Canada | Rural Municipality of Blucher No. 343
Total	3,470,000				3,470,000
Canada | File Hills Qu'Appelle Tribal Council (FHQTC)
Total			150,000		150,000
Canada | Saskatoon Tribal Council
Total			230,000		230,000
Canada | Ochapowace Nation Economic Development Limited Partnership
Total			130,000		130,000
United States of America | State of Florida
Total	2,220,000		200,000		2,420,000
United States of America | State of North Carolina
Total			$ 340,000		340,000
United States of America | Hamilton County, FL
Total	5,170,000				5,170,000
United States of America | Beaufort County
Total	$ 7,850,000				$ 7,850,000

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