UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
40-F
(Check One)
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☐
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Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
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Or
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☒
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Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
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For fiscal year ended: December 31, 2017
Commission file number:
No. 001-14460
AGRIUM INC.
(Exact name
of registrant as specified in its charter)
Canada
(Province or other jurisdiction of incorporation or organization)
2870
(Primary standard
industrial classification code number)
98-0346248
(I.R.S. employer identification number)
13131 Lake Fraser Drive S.E.
Calgary, Alberta
T2J 7E8
Canada
(403)
225-7000
(Address and telephone number of registrant’s principal executive offices)
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
U.S.A.
(212)
894-8940
(Name, address and telephone number of agent for service in the United States)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each
class:
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Name of each exchange on
which registered:
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Not Applicable
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Not Applicable
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Securities registered or to be registered pursuant to Section 12(g) of the Act:
Not Applicable
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
Not Applicable
For
annual reports, indicate by check mark the information filed with this form:
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☒
Annual Information Form
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☒
Audited Annual Financial Statements
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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:
138,165,765 Common Shares outstanding as of December 31, 2017
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.
Yes ☒
1
No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T
(s.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was
required to submit and post such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule
12b-2
of the Exchange
Act.
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. ☐
This Annual Report on Form
40-F
shall be incorporated by reference into the Registration Statements on Form
S-8
(File Nos.
333-222384
and
333-222385)
of Nutrien Ltd., as successor issuer to the registrant.
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1
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As of January 12, 2018, the registrant ceased to be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, except for its obligation to file this annual report pursuant to Rule
12g-3(g) thereunder.
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EXPLANATORY NOTE
On January 1, 2018, pursuant to the Arrangement Agreement, dated as of September 11, 2016 (the “Arrangement Agreement”),
between Potash Corporation of Saskatchewan Inc. (“PotashCorp”) and Agrium Inc. (the “Registrant”), each of PotashCorp and the Registrant became an indirect wholly owned subsidiary of Nutrien Ltd. (the “Nutrien”), a
parent entity formed to manage and hold the combined businesses of PotashCorp and the Registrant, pursuant to a plan of arrangement under the
Canada Business Corporations Act
(the “Arrangement”).
PRINCIPAL DOCUMENTS
The following
documents have been filed as part of this Annual Report on Form
40-F:
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(1)
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Annual Information Form for the Year Ended December 31, 2017 (included as Exhibit 99.1 hereto);
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(2)
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Management’s Discussion and Analysis from the 2017 Annual Report to Shareholders (included as Exhibit 99.2 hereto); and
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(3)
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Audited Annual Financial Statements for the Year Ended December 31, 2017 (included as Exhibit 99.3 hereto).
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DISCLOSURE CONTROLS AND PROCEDURES
The required disclosure is included in Exhibits 99.10 -
99.13 to this Annual Report on Form
40-F.
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B.
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Evaluation of Disclosure Controls and Procedures
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Agrium Inc. (the
“Registrant”) maintains disclosure controls and procedures and internal control over financial reporting designed to ensure that information required to be disclosed in the Registrant’s filings under the Securities Exchange Act of
1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”). The Registrant’s Chief
Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), after having evaluated the effectiveness of the Registrant’s disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e)
and
15d-15(e))
as of the end of the period covered by this report have concluded that, as of such date, the Registrant’s disclosure controls and
procedures were effective to ensure that information required to be disclosed by the Registrant in reports that the Registrant files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure. However, as recommended by the SEC in its adopting release, the Registrant will continue to periodically evaluate its disclosure controls and procedures and will make modifications from time to time as deemed
necessary to ensure that information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
The Registrant’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their
objectives and, as indicated in the preceding paragraph, the CEO and CFO believe that the Registrant’s disclosure controls and procedures are effective at that reasonable assurance level, although the CEO and CFO do not expect that the
disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives
of the control system are met.
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C.
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Management’s Annual Report on Internal Control Over Financial Reporting
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The required disclosure is included in the “Management’s Report” that accompanies the Registrant’s
Consolidated Financial Statements for fiscal year ended December 31, 2017, filed as part of this Annual Report on Form
40-F.
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D.
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Attestation Report of the Independent Registered Public Accounting Firm
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The required disclosure is included in the “Report of Independent Registered Public Accounting Firm” that accompanies
the Registrant’s Consolidated Financial Statements for the fiscal year ended December 31, 2017, filed as part of this Annual Report on Form
40-F.
See “Controls & Procedures” in
Management’s Discussion and Analysis for the fiscal year ended December 31, 2017 filed as part of this Annual Report on Form
40-F.
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E.
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Changes in Internal Control Over Financial Reporting
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Except as
disclosed in Management’s Discussion and Analysis for the fiscal year ended December 31, 2017, there was no change in the Registrant’s internal control over financial reporting that occurred during the period covered by this report
that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
AUDIT
COMMITTEE FINANCIAL EXPERT
The Registrant’s Board of Directors 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. Ms. Maura J. Clark has been determined to be such audit
committee financial expert and is “independent” (as such term is defined in the New York Stock Exchange’s corporate governance standards).
Paragraph 8(d) of General Instruction B to Form
40-F
indicates that the designation of an individual
as an audit committee financial expert does not make her an “expert” for any purpose, impose on her any duties, obligations or liability that are greater than the duties, obligations or liability imposed on her as a member of the Audit
Committee and the Board of Directors in absence of such designation, or affect the duties, obligations or liability of any other member of the Audit Committee or Board of Directors.
COMPLIANCE WITH NYSE LISTING STANDARDS ON CORPORATE
GOVERNANCE
As of
December 31, 2017, our common shares were listed on the New York Stock Exchange (the “NYSE”), but as a listed foreign private issuer, the NYSE did not require us to comply with all of its listing standards regarding corporate
governance. Notwithstanding this exemption, we were in compliance in all material respects with the NYSE listing standards prior to the delisting of our common shares following the Arrangement.
CODE OF ETHICS
The Registrant has adopted a “code of ethics” (as that term is defined in Form
40-F),
entitled Code of Business Conduct and Ethics that applies to all directors, officers and employees of the Registrant. Prior to the Arrangement, the Code of Business Conduct and Ethics was posted on the Registrant’s website and available upon
request.
Nutrien’s Code of Ethics is available in print to any shareholder who requests it. Requests for copies of Nutrien’s
Code of Ethics should be made by contacting Nutrien in writing at Suite 500, 122 –
1st Avenue South, Saskatoon, Saskatchewan S7K 7G3 or
13131 Lake Fraser Drive S.E., Calgary, Alberta, T2J 7E8, by telephone at (306) 933-8500, or on
Nutrien’s website at www.nutrien.com.
In the past fiscal year, there have not been any amendments to the Code of Ethics or waivers,
including implicit waivers, from any provision of the Code of Ethics.
NOTICES PURSUANT TO REGULATION BTR
Not applicable.
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
The following table sets out the fees billed to the Registrant by KPMG LLP and its affiliates for
professional services in each of the years ended December 31, 2017 and 2016. During these years, KPMG LLP was the Registrant’s only external auditor.
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Year Ended December 31,
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Category
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2017
CDN $
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2016
CDN $
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Audit Fees
(1)
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4,201,500
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4,855,700
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Audit-Related Fees
(2)
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10,000
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9,000
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Tax Fees
(3)
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440,200
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215,800
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All Other Fees
(4)
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65,000
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NIL
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Total
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4,716,700
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5,080,500
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(1)
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For professional services rendered by KPMG LLP for the audit and review of the Company’s financial statements or services that are normally provided by KPMG LLP in connection with statutory and regulatory filings
or engagements.
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(2)
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For professional services rendered by KPMG LLP for specified audit procedures regarding financial assurances issued to certain government agencies, and services which are reasonably related to the performance of the
audit of the Company’s financial statements, and are not included in Audit Fees.
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(3)
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For professional services rendered by KPMG LLP for tax compliance, tax advice and tax planning with respect to Canadian, U.S. and key international jurisdictions; review of tax filings; assistance with the preparation
of tax filings; tax advice relating to potential asset and business acquisitions/combinations; and other tax planning, compliance, and transaction services. These amounts include fees paid to KPMG LLP specifically for tax compliance and preparation
services rendered in 2017 and 2016 in the amounts of $326,200 and $93,000, respectively.
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(4)
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For professional services rendered by KPMG LLP for cyber security risk assessment.
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AUDIT
COMMITTEE’S
PRE-APPROVAL
POLICIES AND PROCEDURES
The Registrant has adopted a written
policy pursuant to which the Registrant’s Audit Committee
pre-approves
all audit services and permitted
non-audit
services provided to the Registrant by the
Registrant’s independent auditors. The
pre-approved
services specified in such policy are reviewed annually, and the audit and
non-audit
services to be provided by
the Registrant’s independent auditors, as well as the budgeted amounts for such services, are also
pre-approved
annually. The Audit Committee has also delegated to the Chair of the Audit Committee, who is
independent, the authority to act on behalf
of the Audit Committee with respect to the
pre-approval
of all audit and permitted
non-audit
services provided by
its external auditors from time to time. Any approvals by the Chair are reported to the full Audit Committee at its next meeting. None of the services described in footnotes 2 and 3 under “Principal Accountant Fees and Services” above were
approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule
2-01
of Regulation
S-X.
OFF-BALANCE
SHEET ARRANGEMENTS
The required disclosure is included on page 24 of Management’s Discussion and Analysis for the fiscal year ended December 31, 2017,
filed as part of this Annual Report on Form
40-F
and in note 11 to the Registrant’s audited annual financial statements included as Exhibit 99.3 of this Annual Report on Form
40-F.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The required disclosure is included on page 21 of Management’s Discussion and Analysis for the fiscal year ended December 31, 2017,
filed as part of this Annual Report on Form
40-F.
IDENTIFICATION OF THE AUDIT COMMITTEE
The Registrant 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 Maura J. Clark, (Chair), David C. Everitt and Russell K. Girling.
RESERVE AND
RESOURCE ESTIMATES
The Registrant’s mineral reserves have been estimated in accordance with National Instrument
43-101
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Standards of Disclosure for Mineral Projects
(“NI
43-101”),
as required by Canadian securities regulatory authorities. For United States reporting
purposes, Industry Guide 7 under the Securities Act of 1933, as amended, as interpreted by the Staff of the SEC, applies different standards in order to classify mineralization as a reserve. In addition, while the terms “measured”,
“indicated” and “inferred” mineral resource are required pursuant to NI
43-101,
the SEC does not recognize such terms. Canadian standards differ significantly from the requirements of the
SEC, and mineral resource information contained in the documents incorporated into this Annual Report on Form
40-F
by reference is not comparable to similar information regarding mineral reserves disclosed in
accordance with the requirements of the SEC. Investors should understand that “inferred” mineral resources have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. In
addition, investors are cautioned not to assume that any part or all of our mineral resources constitute or will be converted into reserves.
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 on Form
40-F.
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 staff of the SEC, and to furnish promptly, when requested to do so by the SEC staff, information relating to the securities in relation to which the obligation to file an annual
report on Form
40-F
arises or transactions in said securities.
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B.
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Consent to Service of Process
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The Registrant has previously filed with
the SEC a Form
F-X
in connection with the Common Shares.
Any change to the name or
address of the Registrant’s agent for service 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.
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AGRIUM INC.
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Date: February 26, 2018
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By:
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/s/ Charles V. Magro
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Name: Charles V. Magro
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Title: President & Chief Executive Officer
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EXHIBIT INDEX
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Exhibits
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Description
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99.1
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Annual Information Form for the Year Ended December 31, 2017
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99.2
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Management’s Discussion and Analysis from the 2017 Annual Report to Shareholders
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99.3
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Audited Annual Financial Statements for the Year Ended December 31, 2017
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99.4
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Consent of Independent Registered Public Accounting Firm
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99.5
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Consent of A. Dave Mackintosh, B.Sc., P.Geo
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99.6
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Consent of ADM Consulting Limited
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99.7
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Consent of Michael Ryan Bartsch, P. Eng.
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99.8
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Consent of Dennis William Aldo Grimm, P. Eng.
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99.9
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Mine Safety Disclosure
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99.10
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Chief Executive Officer’s Certification Required by Rule
13a-14(a)
or Rule
15d-14(a)
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99.11
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Chief Financial Officer’s Certification Required by Rule
13a-14(a)
or Rule
15d-14(a)
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99.12
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Chief Executive Officer’s Certification Required by Rule
13a-14(b)
or Rule
15d-14(b)
and Section 1350 of Chapter 63 of Title 18 of the United
States Code
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99.13
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Chief Financial Officer’s Certification Required by Rule
13a-14(b)
or Rule
15d-14(b)
and Section 1350 of Chapter 63 of Title 18 of the United States Code
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101
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Interactive Data File
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