Notes
to the Financial Statements
December 31, 2016 and 2015
(U.S. dollars)
The following description of the Agrium U.S. Retail 401(k) Savings
Plan (Plan) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plans provisions. Crop Production Services, Inc. (CPS or the Company) is an indirect
subsidiary of the Plan sponsor, Agrium U.S. Inc., a subsidiary of Agrium Inc. (Agrium).
The Plan is a defined contribution plan
established for the benefit of eligible employees of the Company and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
The trustee of the Plan at December 31, 2016 and prior to 2015 was T. Rowe Price Trust Company.
Agrium and PotashCorp entered into an agreement dated September 11, 2016 (the Arrangement Agreement), under which the
companies will combine in a merger of equals into a newly incorporated parent entity (New Parent) to be formed to manage and hold the combined businesses of Agrium and PotashCorp. The Arrangement Agreement will be implemented by a
proposed plan of arrangement (the Arrangement). Under the Arrangement, Agrium shareholders will receive 2.23 New Parent shares for each Agrium share held, and PotashCorp shareholders will receive 0.40 of a New Parent share for each
PotashCorp share held. Following the completion of the Arrangement Agreement, Agrium and PotashCorp will become wholly-owned subsidiaries of New Parent and New Parent will continue the operations of Agrium and PotashCorp on a combined basis.
On November 3, 2016, shareholders of both Agrium and PotashCorp approved the Arrangement. The Arrangement is anticipated to be completed
in
mid-2017,
subject to customary closing conditions including receipt of regulatory and court approvals. No decisions have been made as of June 19, 2017 regarding the impact of this transaction on the
Plan.
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(a)
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Participant eligibility, plan entry, and contributions
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Under the Plan, all full-time employees
scheduled to work at least 20 hours per week are immediately eligible to participate in the Plan and may do so as soon as practical upon date of hire or status change. All employees designated as seasonal or temporary require 1,000 hours of service
(in the first 12 months of employment) for participation and may enter the Plan on the quarterly entry date coincident with or next following completion of 1,000 hours of service. The Plan is administered by a committee of three or more persons
appointed by the Companys board of directors (the Plan Committee).
The Company contributes a matching contribution in the amount of
100% up to the first 4% of the participants elective compensation contributions. The Company may also make discretionary additional contributions based on financial results. For 2016, discretionary additional Company contributions totaled
$12,522,646. Participants may elect to contribute up to 75% of their annual compensation, subject to annual Internal Revenue Code (IRC) limitations. Participants may also contribute amounts representing distributions from other qualified plans.
Participant contributions to the Plan and earnings thereon are fully vested at all
times. CPS company matching contributions (and associated earnings) are 100% vested without regard to participants years of
4
AGRIUM U.S. RETAIL
401(k) SAVINGS PLAN
Notes
to the Financial Statements
December 31, 2016 and 2015
(U.S. dollars)
service. However, all discretionary additional CPS company contributions and earnings thereon vest to the participants based upon their years of service as follows:
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Years of Service
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Vesting Percentage
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Less than three
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50
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%
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Three or more
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100
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%
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Participants are 100% vested upon reaching age 65, death, or upon Plan termination, regardless of the
participants years of service. Terminated participants forfeit nonvested amounts. Forfeitures are accumulated during the Plan year and may be used to reduce CPS company contributions or pay Plan administrative expenses. During 2016, there were
no forfeitures applied to Company contributions. The balance of forfeited nonvested accounts was $197,545 at December 31, 2016 and was not significant in 2015. Refer to the Plan document for vesting provisions related to acquired plan account
balance.
Each participants account is credited with the participants
contributions and allocations of (a) the CPS company contributions, (b) Plan earnings and losses, and (c) administrative expenses. Allocations are based on participant 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.
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
. CPS company contributions, if any, are subject to certain forfeiture provisions. 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 or roll their balance into an IRA or retirement plan of their choice. For all distributions, any portion of a participants account that is invested in Agrium Inc. common
stock may be distributed in 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
5
AGRIUM U.S. RETAIL
401(k) SAVINGS PLAN
Notes
to the Financial Statements
December 31, 2016 and 2015
(U.S. dollars)
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. 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. A participant may have no more than one outstanding
loan at any one time.
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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(a)
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Basis of presentation
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The accompanying financial statements have been prepared using the
accrual basis of accounting.
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 $7,202 were
requested, but not yet paid, at December 31, 2016.
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(d)
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Valuation of investments and income recognition
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As of December 31, 2016 and 2015, 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.
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AGRIUM U.S. RETAIL
401(k) SAVINGS PLAN
Notes
to the Financial Statements
December 31, 2016 and 2015
(U.S. dollars)
The three levels are defined as follows:
Level 1 Observable inputs based on quoted prices (unadjusted) in active markets for identical assets and liabilities.
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, 2016 and 2015.
Mutual funds
:
Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-ended mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value
(NAV) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.
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 would 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 appreciation 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
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Notes receivable from participants are measured at their
unpaid principal balance plus any accrued but unpaid interest. Delinquent notes receivable are reclassified as distributions based upon the terms of the Plan document. No allowance for credit losses has been recorded as of December 31, 2016 and
2015.
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AGRIUM U.S. RETAIL
401(k) SAVINGS PLAN
Notes
to the Financial Statements
December 31, 2016 and 2015
(U.S. dollars)
The Internal Revenue Service (IRS) has determined and informed the Company
by a letter dated June 30, 2015, that the Plan and related trust were designed in accordance with the applicable regulations of the IRC. The Plan has since been 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.
The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that
as of December 31, 2016, 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. Participants would become 100% vested in the employer contribution portion of their accounts.
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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, 2016
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Level 1
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Level 2
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Total Fair Value
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Mutual funds
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319,787,691
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319,787,691
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Common trust funds
(i)
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400,327,326
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400,327,326
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Common stock
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46,151,713
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46,151,713
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Total assets at fair value
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365,939,404
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400,327,326
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766,266,730
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Assets at Fair Value as of December 31, 2015
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Level 1
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Level 2
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Total Fair Value
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Mutual funds
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302,041,406
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302,041,406
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Common trust funds
(i)
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355,053,877
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355,053,877
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Common stock
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41,368,121
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41,368,121
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Total assets at fair value
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343,409,527
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355,053,877
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698,463,404
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(i)
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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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8
AGRIUM U.S. RETAIL
401(k) SAVINGS PLAN
Notes
to the Financial Statements
December 31, 2016 and 2015
(U.S. dollars)
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(b)
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Changes in fair value levels
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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.
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, 2016, 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.
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RELATED PARTY AND
PARTY-IN-INTEREST
TRANSACTIONS
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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 to the Trustee 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.
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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.
The Plans management has evaluated subsequent events through
June 19, 2017, 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, 2016.
9
AGRIUM U.S. RETAIL
401(k) SAVINGS PLAN
Schedule H, Line 4i Schedule of Assets (Held at End of Year)
As of December 31, 2016
Employer Identification Number:
91-1589568
Plan Number: 007
(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.