Notes to the Financial Statements
December 31, 2016 and 2015
(U.S. dollars)
The following description of the Agrium 401(k) Retirement 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. 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, 2016 and 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.
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
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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
4
AGRIUM
401(k) RETIREMENT SAVINGS PLAN
Notes to the Financial Statements
December 31, 2016 and 2015
(U.S.
dollars)
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. Refer to the Plan document for vesting provisions related to acquired plan account balances.
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
5
AGRIUM
401(k) RETIREMENT SAVINGS PLAN
Notes to the Financial Statements
December 31, 2016 and 2015
(U.S.
dollars)
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.
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 the benefit that can be provided from the participants vested account.
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.
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 $45,800
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.
The three levels are defined as follows:
6
AGRIUM
401(k) RETIREMENT SAVINGS PLAN
Notes to the Financial Statements
December 31, 2016 and 2015
(U.S.
dollars)
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 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 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 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, 2016
and 2015.
The Internal Revenue Service (IRS) has determined and informed the Company
by a letter dated September 11,
7
AGRIUM
401(k) RETIREMENT SAVINGS PLAN
Notes to the Financial Statements
December 31, 2016 and 2015
(U.S.
dollars)
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.
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, and participants become 100% vested in the employer contribution portion of the 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
|
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Mutual funds
|
|
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56,898,567
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56,898,567
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Common trust funds
(i)
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|
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84,804,074
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84,804,074
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Common stock
|
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10,492,088
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10,492,088
|
|
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Total assets at fair value
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|
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67,390,655
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|
|
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84,804,074
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|
|
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152,194,729
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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
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Mutual funds
|
|
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54,953,141
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|
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54,953,141
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Common trust funds
(i)
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|
|
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81,339,821
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|
|
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81,339,821
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Common stock
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10,694,883
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10,694,883
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Total assets at fair value
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65,648,024
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81,339,821
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|
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146,987,845
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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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b)
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Change in fair values levels
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8
AGRIUM
401(k) RETIREMENT SAVINGS PLAN
Notes to the Financial Statements
December 31, 2016 and 2015
(U.S.
dollars)
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
|
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.
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
401(k) RETIREMENT 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: 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.