Report of Independent Registered Public Accounting Firm
Agrium Pension Committee and Plan Administrator
Re: Agrium
401(k) Retirement Savings Plan
Calgary, Alberta
We have
audited the accompanying statements of net assets available for benefits of the Agrium 401(k) Retirement Savings Plan (the Plan) as of December 31, 2015 and 2014, and the related statement of changes in net assets available for benefits for the
year ended December 31, 2015. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Plans internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Agrium
401(k) Retirement Savings Plan as of December 31, 2015 and 2014, and the changes in net assets available for benefits for the year ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of
America.
As discussed in Note 2 to the financial statements, as of December 31, 2015 and 2014 and for the year ended December 31, 2015, the
Plan adopted the new accounting guidance in Accounting Standards Update 2015-12 Plan Accounting (Topics 960, 962 and 965) (Part II): Plan Investment Disclosures to simplify the investment disclosure requirements.
1
The supplemental information in the accompanying Schedule H, Line 4i Schedule of Assets (Held at
End of Year) as of December 31, 2015 has been subjected to audit procedures performed in conjunction with the audit of the Agrium 401(k) Retirement Savings Plans financial statements. The supplemental information is presented for the
purpose of additional analysis and is not a required part of the financial statements but include supplemental information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. The supplemental information is the responsibility of the Plans management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying
accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying
schedules, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule is fairly stated in all material respects in relation to the financial statements as a whole.
/s/ Eide Bailly LLP
Greenwood Village, Colorado
June 20, 2016
2
Notes to the Financial Statements
December 31, 2015 and 2014
(U.S.
dollars)
The following description of the Agrium 401(k) Retirement Savings Plan
(the Plan) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plans provisions. The Plan sponsor, Agrium U.S. Inc. (the Company), is a subsidiary of Agrium
Inc. (Agrium).
The Plan is a defined contribution plan established for the benefit of eligible employees of the Company. The Plan is
subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
The trustee of the Plan at December 31,
2015 and December 31, 2014 was T. Rowe Price Trust Company.
Eligible participants under the Plan are automatically enrolled with a two
percent contribution unless the participant chooses not to contribute to the Plan. The Plan has an automatic step-up feature whereby participant contributions will be increased by one percent annually until the participants contribution rate
reaches six percent, unless the participant elects otherwise. Participants can elect to contribute up to 75 percent of their annual compensation. Individual participant contributions are subject to annual Internal Revenue Code (IRC) limitations.
Effective January 1, 2008, all eligible employees receive a six percent basic contribution from the Company. Certain eligible employees also receive additional Company contributions between one percent and nine percent based on their age and
years of service. The Company also contributes a matching contribution in the amount of 50 percent of the first six percent of the employees voluntary contributions. Participants may also contribute amounts representing distributions from
other qualified plans. Total contributions cannot exceed limits as defined by the IRC.
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b)
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Participant eligibility and plan entry
|
Employees of the Company are eligible to participate in
the Plan if they are regular full-time employees who are not leased employees and are not represented by a collective bargaining unit of the Companys participating subsidiaries or affiliated companies or represented by a collective bargaining
unit that does not provide for employees participation in the Plan. Regular full-time employees are enrolled into the Plan as soon as practical after they begin working with the Company. Employees who are not otherwise ineligible employees,
and who are scheduled to work at least 1,000 hours each calendar year, are also eligible to participate. Such employees are enrolled into the Plan as of the first day of the calendar quarter that coincides with or follows a 12 consecutive month
period in which they are credited with at least 1,000 hours of service. The first 12 month period begins on the employees date of hire. The second and all succeeding 12 month periods are the calendar year.
Participants are immediately vested in their contributions, the Companys
contributions and actual earnings thereon.
5
AGRIUM
401(k) RETIREMENT SAVINGS PLAN
Notes to the Financial Statements
December 31, 2015 and 2014
(U.S.
dollars)
Distributions from the Plan may be made to a participant upon death, total
disability, retirement, financial hardship or termination of employment. In-service withdrawals are also permitted after a participant attains age 59
1
⁄
2
. Upon
termination of employment, a participant whose vested account balance is greater than $1,000 may elect to receive a distribution of his or her account balance, leave the vested account balance in the Plan until a date not to exceed April 1 of
the year following the year in which the participant reaches age 70
1
⁄
2
, or request a direct rollover. A participant with a vested account balance that is
$1,000 or less will be required to receive his or her account balance in cash as a lump-sum payment. For all distributions, if a lump-sum payment is elected, any portion of a participants account that is invested in the Agrium Inc. Common
Stock Fund may be distributed as cash or in common shares of Agrium Inc., at the election of the participant.
Participants may make
withdrawals, not to exceed their pretax contributions, to satisfy one of the immediate and heavy financial needs as described in the Plan document. However, participants may not defer salary for six months thereafter.
The designated beneficiary is entitled to a death benefit distribution equal to the participants vested account balance.
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e)
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Administrative expenses
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The Plans expenses are paid by either the Plan or the Company,
as provided by the Plan document. Expenses that are paid directly by the Company are excluded from these financial statements. Certain expenses incurred in connection with the general administration of the Plan that are paid by the Plan are recorded
as deductions in the accompanying statement of changes in net asset available for benefits. In addition, certain investment related expenses are included in net appreciation of fair value of investments presented in the accompanying statement of
changes in net assets available for benefits.
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f)
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Notes receivable from participants
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Participants may borrow from their accounts a minimum of
$1,000 up to a maximum equal to the lesser of 50 percent of their account balance or $50,000, reduced by (a) the participants highest outstanding loan balance from the Plan during the one-year period ending on the day before the loan is
made and (b) the participants outstanding loan balance from the Plan on the day before the loan is made. Loans must be repaid within five years except for those loans taken out for the purchase of a primary residence. The loans are
secured by the balance in the participants account and bear interest at the prime rate plus one percent as published quarterly in the Wall Street Journal. Principal and interest is paid ratably through payroll deductions. Loans outstanding as
of December 31, 2015 bear interest rates ranging from 4.25 percent to 9.5 percent. A participant may have no more than one outstanding loan at any one time.
Each participants account is credited with the participants
contributions and allocations of (a) the Companys contributions, (b) Plan earnings and losses and (c) administrative expenses. Allocations are based on the participants earnings or account balances, as defined in the Plan
document. The benefit a participant is entitled to is the benefit that can be provided from the participants vested account.
6
AGRIUM
401(k) RETIREMENT SAVINGS PLAN
Notes to the Financial Statements
December 31, 2015 and 2014
(U.S.
dollars)
Upon enrollment into the Plan, a participant may direct deferrals and
employer contributions in any of the funds offered by the Plan. Participants may change their investment options daily.
2.
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SIGNIFICANT ACCOUNTING POLICIES
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The accompanying financial statements have been prepared using the
accrual basis of accounting.
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b)
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Recent accounting pronouncements
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The Plan adopted the provisions of Accounting Standards
Update (ASU) 2015-12 (Part II), Plan Accounting (Topics 960, 962 and 965): Plan Investment Disclosures. This ASU eliminates the disclosure of individual investments that represent 5 percent or more of net assets available for benefits,
eliminates the net appreciation or depreciation for investments by general type, and requires that investments be grouped only by general type, eliminating the need to disaggregate the investments by nature, characteristics, and risks. The Plan has
adopted this standard as Plan management believes this presentation is more relevant to the users of the financial statements. Accordingly, the accounting change has been retrospectively applied to the prior period presented, as required.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of changes in net assets during the reporting period. Actual results could differ from those estimates.
Distributions are recorded when paid. Distributions of approximately $18,800
were requested, but not yet paid, at December 31, 2015.
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e)
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Valuation of investments and income recognition
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As of December 31, 2015 and 2014, the
Plans investments are reported at fair value. Fair value is the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date.
A three level hierarchy is used to disclose assets and liabilities measured at fair value. Assets and liabilities are classified in their
entirety based on the lowest level of input significant to the fair value measurement.
The three levels are defined as follows:
Level 1 Observable inputs based on quoted prices (unadjusted) in active markets for identical assets and liabilities.
7
AGRIUM
401(k) RETIREMENT SAVINGS PLAN
Notes to the Financial Statements
December 31, 2015 and 2014
(U.S.
dollars)
Level 2 Observable inputs based on quoted prices for similar assets and liabilities
in active markets, quoted prices for identical assets and liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability, or inputs derived from or corroborated by observable market data by
correlation or other means.
Level 3 Unobservable inputs that reflect an entitys own assumptions about what inputs a market
participant would use in pricing the asset or liability based on the best information available in the circumstances.
The Plans
investments are categorized as Level 1 and Level 2 as shown in note 5.
The following is a description of the valuation methodologies used
for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2015 and 2014.
Mutual
funds
: Valued at fair value based on the quoted net asset value (NAV) of shares held by the Plan at year end.
Common trust
funds
: Valued at fair value based on the NAV of the observable market prices of the underlying assets held by the fund less liabilities.
Common stock
: Valued at the closing price reported on the active market on which the individual securities are traded.
The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future
fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine fair value of certain financial instruments
could result in a different fair value measurement at the reporting date.
Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net depreciation includes the Plans gains and losses on investments bought and sold as well as held during the year.
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e)
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Notes receivable from participants
|
Notes receivable from participants are measured at their
unpaid principal balance plus any accrued but unpaid interest. Delinquent notes receivables are reclassified as distributions based upon the terms of the Plan document. No allowance for credit losses has been recorded as of December 31, 2015
and 2014.
The Internal Revenue Service (IRS) has determined and informed the Company
by a letter dated September 11, 2014, that the Plan and related trust were designed in accordance with the applicable regulations of the IRC. Subsequent to this issuance of the determination letter, the Plan was amended. However, the Company
and Plan management believe that the Plan is currently designed and operated in compliance with the applicable requirements of the IRC, and the Plan and related trust continue to be tax-exempt. Therefore, no provision for income taxes has been
included in the Plans financial statements.
8
AGRIUM
401(k) RETIREMENT SAVINGS PLAN
Notes to the Financial Statements
December 31, 2015 and 2014
(U.S.
dollars)
The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded
that as of December 31, 2015, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing
jurisdictions. However, there are currently no audits for any tax periods in progress.
Although the Company has not expressed any intent to terminate the
Plan, it retains the right under the Plan to terminate it subject to the provisions of ERISA. The Plan provides that, upon termination, the net assets should be allocated among the Plans participants and beneficiaries in accordance with the
provisions of the Plan.
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a)
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Fair value of plan investments by hierarchy level
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Assets at Fair Value as of December 31, 2015
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|
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Level 1
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Level 2
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Total
|
|
Mutual funds
|
|
|
54,953,141
|
|
|
|
|
|
|
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54,953,141
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Common trust funds
(i)
|
|
|
|
|
|
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81,339,821
|
|
|
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81,339,821
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Common stock
|
|
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10,694,883
|
|
|
|
|
|
|
|
10,694,883
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|
|
|
|
|
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|
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|
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Total assets at fair value
|
|
|
65,648,024
|
|
|
|
81,339,821
|
|
|
|
146,987,845
|
|
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(i)
|
Common trust funds share the common goal of growth and preservation of principal. The common trust funds indirectly invest in a mix of U.S. and international common stocks, and fixed income securities through holdings
in various mutual funds. There are currently no redemption restrictions or unfunded commitments on these investments.
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Assets at Fair Value as of December 31, 2014
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|
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Level 1
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Level 2
|
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Total
|
|
Mutual funds
|
|
|
58,814,369
|
|
|
|
|
|
|
|
58,814,369
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|
Common trust funds
(i)
|
|
|
|
|
|
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73,801,943
|
|
|
|
73,801,943
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Common stock
|
|
|
16,762,369
|
|
|
|
|
|
|
|
16,762,369
|
|
|
|
|
|
|
|
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|
|
|
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|
Total assets at fair value
|
|
|
75,576,738
|
|
|
|
73,801,943
|
|
|
|
149,378,681
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|
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|
|
|
|
|
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(i)
|
Common trust funds share the common goal of growth and preservation of principal. The common trust funds indirectly invest in a mix of U.S. and international common stocks, and fixed income securities through holdings
in various mutual funds. There are currently no redemption restrictions or unfunded commitments on these investments.
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b)
|
Change in fair values levels
|
The availability of observable market data is monitored to assess
the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require transfer of financial instruments from one fair value level to another. In such
instances, the transfer is reported at the beginning of the reporting period.
9
AGRIUM
401(k) RETIREMENT SAVINGS PLAN
Notes to the Financial Statements
December 31, 2015 and 2014
(U.S.
dollars)
Plan management evaluated the significance of transfers between levels based upon the nature
of the financial instrument and size of the transfer relative to total net assets available for plan benefits. For the year ended December 31, 2015, there were no significant transfers in or out of levels 1, 2, or 3.
The classification of investment earnings reported in the statement of changes in net assets may differ from the classification of earnings on
Form 5500 due to different reporting requirements on Form 5500.
6.
|
RELATED PARTY AND PARTY-IN-INTEREST TRANSACTIONS
|
Certain Plan investments are shares of
mutual funds and common trust funds managed by the Trustee, as well as common stock of Agrium Inc. Related transactions qualify as exempt party-in-interest transactions. These investments are disclosed in the supplemental schedule of assets held.
Fees paid by the Plan for investment management services were included as a reduction of the return earned on each fund. Included in the statement of changes in net assets available for benefits are fees paid by the Plan for loan, recordkeeping and
administrative expenses.
7.
|
RISKS AND UNCERTAINTIES
|
The Plan invests in various investment securities. Investments
in general are exposed to various risks, such as significant world events, interest rate, credit and overall market volatility risk. Due to the level of risk associated with certain investments, it is reasonably possible that changes in the value of
investments will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits.
Effective January 1, 2015, participants may not direct the
investment of more than 20 percent of the participants pretax contributions or catch-up contributions nor more than 20 percent of any Company contributions into the Agrium Company Stock Fund. Additionally, no participant may transfer their
participant accounts from one investment fund to the Agrium Company Stock Fund to the extent that such transfer would cause the value of the participants interest in the Agrium Company Stock Fund to exceed 20 percent of the total value of the
participants accounts.
The Plans management has evaluated subsequent events through
June 20, 2016, the date the financial statements were available to be issued, to ensure that the financial statements include appropriate disclosure or recognition of events that occurred subsequent to December 31, 2015.
10
AGRIUM
401(k) RETIREMENT SAVINGS PLAN
Schedule H, Line 4i Schedule of Assets (Held at End of Year)
As of December 31, 2015
Employer Identification Number: 91-1589568
Plan Number: 002
(U.S. dollars)
Note: Information on cost of investments is excluded, as all investments are
participant directed. The cost of notes receivable from participants is nil and the cost of cash and cash equivalents is equal to the current value.