EXHIBIT 99.3



AGRIUM INC.

2014

AUDITED ANNUAL FINANCIAL

STATEMENTS AND NOTES



---

FINANCIAL STATEMENTS AND NOTES

FEBRUARY 24, 2015







TABLE OF CONTENTS



|                                                |  |                                                           |    |  |     | 
|----------------------------------------------- |  | --------------------------------------------------------- | -- |  | --- | 
|CONSOLIDATED STATEMENTS OF OPERATIONS           |  |                                                           | 92 | 
|CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME |  |                                                           | 93 | 
|CONSOLIDATED BALANCE SHEETS                     |  |                                                           | 94 | 
|CONSOLIDATED STATEMENTS OF CASH FLOWS           |  |                                                           | 95 | 
|CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY |  |                                                           | 96 | 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  |  |                                                           | 97 | 
|1.                                              |  | CORPORATE INFORMATION                                     |    |  | 97  | 
|2.                                              |  | BUSINESS ACQUISITIONS                                     |    |  | 98  | 
|3.                                              |  | DISCONTINUED OPERATIONS                                   |    |  | 98  | 
|4.                                              |  | EXPENSES                                                  |    |  | 99  | 
|5.                                              |  | FINANCE COSTS                                             |    |  | 100 | 
|6.                                              |  | INCOME TAXES                                              |    |  | 100 | 
|7.                                              |  | EARNINGS PER SHARE                                        |    |  | 101 | 
|8.                                              |  | CASH FLOW INFORMATION                                     |    |  | 102 | 
|9.                                              |  | ACCOUNTS RECEIVABLE                                       |    |  | 102 | 
|10.                                             |  | INVENTORIES                                               |    |  | 102 | 
|11.                                             |  | PROPERTY, PLANT AND EQUIPMENT                             |    |  | 103 | 
|12.                                             |  | INTANGIBLES AND GOODWILL                                  |    |  | 104 | 
|13.                                             |  | INVESTMENTS IN ASSOCIATES AND JOINT VENTURES              |    |  | 106 | 
|14.                                             |  | OTHER ASSETS                                              |    |  | 109 | 
|15.                                             |  | DEBT                                                      |    |  | 109 | 
|16.                                             |  | ACCOUNTS PAYABLE                                          |    |  | 110 | 
|17.                                             |  | POST-EMPLOYMENT BENEFITS                                  |    |  | 110 | 
|18.                                             |  | OTHER PROVISIONS                                          |    |  | 114 | 
|19.                                             |  | OTHER LIABILITIES                                         |    |  | 114 | 
|20.                                             |  | SHARE-BASED PAYMENTS                                      |    |  | 114 | 
|21.                                             |  | FINANCIAL INSTRUMENTS AND RISK MANAGEMENT                 |    |  | 117 | 
|22.                                             |  | COMMITMENTS                                               |    |  | 123 | 
|23.                                             |  | CONTINGENT LIABILITIES                                    |    |  | 124 | 
|24.                                             |  | CAPITAL MANAGEMENT                                        |    |  | 126 | 
|25.                                             |  | OPERATING SEGMENTS                                        |    |  | 127 | 
|26.                                             |  | ACCOUNTING POLICIES, JUDGMENTS, ASSUMPTIONS AND ESTIMATES |    |  | 131 | 



88    AGRIUM 2014 ANNUAL REPORT



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FINANCIAL REPORTING RESPONSIBILITIES

The audited consolidated financial statements and all information contained in this annual report are the responsibility of management, and the audited consolidated
financial statements are approved by the Board of Directors of the Company. The consolidated financial statements have been prepared by management and are presented fairly in accordance with accounting principles generally accepted in Canada and
reflect managements best estimates and judgments based on currently available information. The Company has established an internal audit program and accounting and reporting systems supported by internal controls designed to safeguard assets
from loss or unauthorized use and ensure the accuracy of the financial records. The financial information presented throughout this annual report is consistent with the consolidated financial statements. KPMG LLP, an independent registered public
accounting firm, has been appointed by the shareholders as external auditors of the Company. The Reports of Independent Registered Public Accounting Firm to the Shareholders and Board, which describe the scope of their examination and express their
opinion, are included in this annual report.

The Audit Committee of the Board, whose members are independent of management, meets at least five times a year with
management, the internal auditors and the external auditors to oversee the discharge of the responsibilities of the respective parties. The Audit Committee reviews the independence of the external auditors, pre-approves audit and permitted non-audit
services and reviews the consolidated financial statements and other financial disclosure documents before they are presented to the Board for approval.

MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the
Securities Exchange Act of 1934, as amended. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.

Under the supervision and with the participation of our management, including our Chief Executive Officer
and Chief Financial Officer, we conducted an evaluation of the design and effectiveness of our internal control over financial reporting as of the end of the fiscal year covered by this report based on the framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control  Integrated Framework (1992). Based on this evaluation, management concluded that as of December 31, 2014 the Company did maintain effective
internal control over financial reporting.

The effectiveness of internal control over financial reporting as of December 31, 2014 was audited by KPMG LLP, an
independent registered public accounting firm, as stated in their report which is included in this 2014 Annual Report to Shareholders.



|                                    |  |  |  |                         |  | 
|----------------------------------- |  |  |  | ----------------------- |  | 
|LOGO                                |  |  |  | LOGO                    |  | 
|Chuck Magro                         |  |  |  | Steve Douglas           |  | 
|President & Chief Executive Officer |  |  |  | Senior Vice President & |  | 
|Calgary, Canada                     |  |  |  | Chief Financial Officer |  | 
|February 24, 2015                   |  |  |  |                         |  | 



AGRIUM 2014 ANNUAL
REPORT    89



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF AGRIUM INC.

We have audited Agrium Inc.s internal control over financial reporting as of December 31, 2014, based on criteria established inInternal Control 
Integrated Framework [1992]issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Agrium Inc.s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Companys
internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining
an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also
included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A
companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Agrium Inc. maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2014, based on criteria established inInternal Control  Integrated Framework [1992] issued by the Committee of Sponsoring Organizations of the Treadway
Commission.

We also have audited, in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of Agrium Inc. as at December 31, 2014 and December 31, 2013, and the related consolidated statements of operations, comprehensive income, cash flows and shareholders equity for
the years then ended, and our report dated February 24, 2015 expressed an unmodified (unqualified) opinion on those consolidated financial statements.



|                     
|---------------------
|LOGO                 
|Chartered Accountants
|February 24, 2015    
|Calgary, Canada      



90    AGRIUM 2014 ANNUAL REPORT



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INDEPENDENT AUDITORS REPORT OF REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF AGRIUM INC.

We have audited the accompanying consolidated financial statements of Agrium Inc., which comprise the consolidated balance sheets as at December 31, 2014 and
December 31, 2013, the consolidated statements of operations, comprehensive income, cash flows and shareholders equity for the years then ended, and notes, comprising a summary of significant accounting policies and other explanatory
information.

MANAGEMENTS RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTS

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting
Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether
due to fraud or error.

AUDITORS RESPONSIBILITY

Our
responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with Canadian generally
accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States).Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts
and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In
making those risk assessments, we consider internal control relevant to the companys preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances. An
audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

In our opinion, the consolidated financial statements present
fairly, in all material respects, the consolidated financial position of Agrium Inc. as at December 31, 2014 and December 31, 2013, and its consolidated financial performance and its consolidated cash flows for the years then ended in
accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

OTHER MATTER

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Agrium Inc.s internal control over
financial reporting as of December 31, 2014, based on the criteria established inInternal Control  Integrated Framework [1992] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report
dated February 24, 2015 expressed an unmodified (unqualified) opinion on the effectiveness of Agrium Inc.s internal control over financial reporting.



|                     
|---------------------
|LOGO                 
|Chartered Accountants
|February 24, 2015    
|Calgary, Canada      



AGRIUM 2014 ANNUAL
REPORT    91



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CONSOLIDATED STATEMENTS OF OPERATIONS



|                                                                    |  |      |        |  |      |  |        | 
|------------------------------------------------------------------- |  | ---- | ------ |  | ---- |  | ------ | 
|Years ended December 31,                                            |  |      |        |  |      | 
|(millions of U.S. dollars, except per share amounts)                |  | 2014 |        |  | 2013 | 
|Sales                                                               |  |      | 16,042 |  |      |  | 15,727 | 
|Cost of product sold(note 4)                                        |  |      | 12,490 |  |      |  | 11,954 | 
|Gross profit                                                        |  |      | 3,552  |  |      |  | 3,773  | 
|Expenses                                                            |  |      |        |  |      |  |        | 
|Selling (note 4)                                                    |  |      | 2,048  |  |      |  | 1,876  | 
|General and administrative (note 4)                                 |  |      | 349    |  |      |  | 329    | 
|Earnings from associates and joint ventures (note 13)               |  |      | (23)   |  |      |  | (68)   | 
|Purchase gain (note 2)                                              |  |      |       |  |      |  | (257)  | 
|Goodwill impairment (note 12)                                       |  |      |       |  |      |  | 220    | 
|Other expenses (note 4)                                             |  |      | 18     |  |      |  | 43     | 
|Earnings before finance costs and income taxes                      |  |      | 1,160  |  |      |  | 1,630  | 
|Finance costs related to long-term debt (note 5)                    |  |      | 62     |  |      |  | 90     | 
|Other finance costs (note 5)                                        |  |      | 70     |  |      |  | 66     | 
|Earnings before income taxes                                        |  |      | 1,028  |  |      |  | 1,474  | 
|Income taxes (note 6)                                               |  |      | 230    |  |      |  | 394    | 
|Net earnings from continuing operations                             |  |      | 798    |  |      |  | 1,080  | 
|Net loss from discontinued operations(note 3)                       |  |      | (78)   |  |      |  | (17)   | 
|Net earnings                                                        |  |      | 720    |  |      |  | 1,063  | 
|Attributable to:                                                    |  |      |        |  |      |  |        | 
|Equity holders of Agrium                                            |  |      | 714    |  |      |  | 1,062  | 
|Non-controlling interest                                            |  |      | 6      |  |      |  | 1      | 
|Net earnings                                                        |  |      | 720    |  |      |  | 1,063  | 
|                                                                    |  |     
|Earnings per share attributable to equity holders of Agrium(note 7) |  |      |        |  |      |  |        | 
|Basic and diluted earnings per share from continuing operations     |  |      | 5.51   |  |      |  | 7.31   | 
|Basic and diluted loss per share from discontinued operations       |  |      | (0.54) |  |      |  | (0.11) | 
|Basic and diluted earnings per share                                |  |      | 4.97   |  |      |  | 7.20   | 

See accompanying notes.



92    AGRIUM 2014 ANNUAL REPORT



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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



|                                                             |  |      |       |  |      |  |       | 
|------------------------------------------------------------ |  | ---- | ----- |  | ---- |  | ----- | 
|Years ended December 31,                                     |  |      |       |  |      | 
|(millions of U.S. dollars)                                   |  | 2014 |       |  | 2013 | 
|Net earnings                                                 |  |      | 720   |  |      |  | 1,063 | 
|Other comprehensive loss                                     |  |      |       |  |      |  |       | 
|Items that are or may be reclassified to earnings            |  |      |       |  |      |  |       | 
|Cash flow hedges                                             |  |      |       |  |      |  |       | 
|Effective portion of changes in fair value                   |  |      | (36)  |  |      |  |      | 
|Deferred income taxes                                        |  |      | 9     |  |      |  |      | 
|Share of comprehensive loss of associates and joint ventures |  |      | (4)   |  |      |  | (4)   | 
|Available for sale financial instruments                     |  |      |       |  |      |  |       | 
|Losses                                                       |  |      |      |  |      |  | (8)   | 
|Foreign currency translation                                 |  |      |       |  |      |  |       | 
|Losses                                                       |  |      | (341) |  |      |  | (340) | 
|                                                             |  |      | (372) |  |      |  | (352) | 
|Items that will never be reclassified to earnings            |  |      |       |  |      |  |       | 
|Post-employment benefits                                     |  |      |       |  |      |  |       | 
|Actuarial (losses) gains                                     |  |      | (31)  |  |      |  | 45    | 
|Deferred income taxes                                        |  |      | 9     |  |      |  | (14)  | 
|                                                             |  |      | (22)  |  |      |  | 31    | 
|Other comprehensive loss                                     |  |      | (394) |  |      |  | (321) | 
|Comprehensive income                                         |  |      | 326   |  |      |  | 742   | 
|Attributable to:                                             |  |      |       |  |      |  |       | 
|Equity holders of Agrium                                     |  |      | 320   |  |      |  | 743   | 
|Non-controlling interest                                     |  |      | 6     |  |      |  | (1)   | 
|Comprehensive income                                         |  |      | 326   |  |      |  | 742   | 

See accompanying notes.



AGRIUM 2014 ANNUAL
REPORT    93



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CONSOLIDATED BALANCE SHEETS



|                                                      |  |              |        |  |      |  |        | 
|----------------------------------------------------- |  | ------------ | ------ |  | ---- |  | ------ | 
|                                                      |  | December 31, |       
|(millions of U.S. dollars)                            |  | 2014         |        |  | 2013 | 
|Assets                                                |  |              |        |  |      |  |        | 
|Current assets                                        |  |              |        |  |      |  |        | 
|Cash and cash equivalents (note 8)                    |  |              | 848    |  |      |  | 801    | 
|Accounts receivable (note 9)                          |  |              | 2,075  |  |      |  | 2,105  | 
|Income taxes receivable                               |  |              | 138    |  |      |  | 78     | 
|Inventories (note 10)                                 |  |              | 3,505  |  |      |  | 3,413  | 
|Prepaid expenses and deposits                         |  |              | 710    |  |      |  | 805    | 
|Other current assets (note 14)                        |  |              | 122    |  |      |  | 104    | 
|Assets held for sale (note 3)                         |  |              |       |  |      |  | 202    | 
|                                                      |  |              | 7,398  |  |      |  | 7,508  | 
|Property, plant and equipment(note 11)                |  |              | 6,272  |  |      |  | 4,960  | 
|Intangibles(note 12)                                  |  |              | 695    |  |      |  | 738    | 
|Goodwill(note 12)                                     |  |              | 2,014  |  |      |  | 1,958  | 
|Investments in associates and joint ventures(note 13) |  |              | 576    |  |      |  | 639    | 
|Other assets(note 14)                                 |  |              | 78     |  |      |  | 99     | 
|Deferred income tax assets(note 6)                    |  |              | 75     |  |      |  | 75     | 
|                                                      |  |              | 17,108 |  |      |  | 15,977 | 
|Liabilities and shareholders equity                  |  |              |        |  |      |  |        | 
|Current liabilities                                   |  |              |        |  |      |  |        | 
|Short-term debt (note 15)                             |  |              | 1,527  |  |      |  | 764    | 
|Accounts payable (note 16)                            |  |              | 4,197  |  |      |  | 3,985  | 
|Income taxes payable                                  |  |              | 5      |  |      |  | 2      | 
|Current portion of long-term debt (note 15)           |  |              | 11     |  |      |  | 58     | 
|Current portion of other provisions (note 18)         |  |              | 113    |  |      |  | 112    | 
|Liabilities held for sale (note 3)                    |  |              |       |  |      |  | 44     | 
|                                                      |  |              | 5,853  |  |      |  | 4,965  | 
|Long-term debt(note 15)                               |  |              | 3,559  |  |      |  | 3,066  | 
|Post-employment benefits(note 17)                     |  |              | 151    |  |      |  | 135    | 
|Other provisions(note 18)                             |  |              | 367    |  |      |  | 426    | 
|Other liabilities(note 19)                            |  |              | 69     |  |      |  | 59     | 
|Deferred income tax liabilities(note 6)               |  |              | 422    |  |      |  | 530    | 
|                                                      |  |              | 10,421 |  |      |  | 9,181  | 
|Shareholders equity                                  |  |              |        |  |      |  |        | 
|Share capital                                         |  |              | 1,821  |  |      |  | 1,820  | 
|Retained earnings                                     |  |              | 5,502  |  |      |  | 5,253  | 
|Accumulated other comprehensive loss                  |  |              | (643)  |  |      |  | (279)  | 
|Equity holders of Agrium                              |  |              | 6,680  |  |      |  | 6,794  | 
|Non-controlling interest                              |  |              | 7      |  |      |  | 2      | 
|Total equity                                          |  |              | 6,687  |  |      |  | 6,796  | 
|                                                      |  |              | 17,108 |  |      |  | 15,977 | 

See accompanying notes



94    AGRIUM 2014 ANNUAL REPORT



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CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                   |  |      |         |  |      |  |         | 
|------------------------------------------------------------------ |  | ---- | ------- |  | ---- |  | ------- | 
|Years ended December 31,                                           |  |      |         |  |      | 
|(millions of U.S. dollars)                                         |  | 2014 |         |  | 2013 | 
|Operating                                                          |  |      |         |  |      |  |         | 
|Net earnings from continuing operations                            |  |      | 798     |  |      |  | 1,080   | 
|Adjustments for                                                    |  |      |         |  |      |  |         | 
|Depreciation and amortization                                      |  |      | 550     |  |      |  | 472     | 
|Earnings from associates and joint ventures                        |  |      | (23)    |  |      |  | (68)    | 
|Purchase gain                                                      |  |      |        |  |      |  | (257)   | 
|Goodwill impairment                                                |  |      |        |  |      |  | 220     | 
|Share-based payments                                               |  |      | 50      |  |      |  | (7)     | 
|Unrealized gain on derivative financial instruments                |  |      | (32)    |  |      |  | (15)    | 
|Unrealized foreign exchange loss                                   |  |      | 56      |  |      |  |        | 
|Interest income                                                    |  |      | (83)    |  |      |  | ( 76)   | 
|Finance costs                                                      |  |      | 132     |  |      |  | 156     | 
|Income taxes                                                       |  |      | 230     |  |      |  | 394     | 
|Other                                                              |  |      | 20      |  |      |  | 30      | 
|Interest received                                                  |  |      | 85      |  |      |  | 77      | 
|Interest paid                                                      |  |      | (105)   |  |      |  | (140)   | 
|Income taxes paid                                                  |  |      | (320)   |  |      |  | (663)   | 
|Dividends from associates and joint ventures                       |  |      | 49      |  |      |  | 28      | 
|Net changes in non-cash working capital (note 8)                   |  |      | (95)    |  |      |  | 536     | 
|Cash provided by operating activities                              |  |      | 1,312   |  |      |  | 1,767   | 
|Investing                                                          |  |      |         |  |      |  |         | 
|Acquisitions, net of cash acquired                                 |  |      | (179)   |  |      |  | (64)    | 
|Acquisition of Viterra Inc.                                        |  |      |        |  |      |  | 1,260   | 
|Proceeds from disposal of discontinued operations                  |  |      | 94      |  |      |  |        | 
|Capital expenditures                                               |  |      | (2,021) |  |      |  | (1,755) | 
|Capitalized borrowing costs                                        |  |      | (111)   |  |      |  | (61)    | 
|Purchase of investments                                            |  |      | (116)   |  |      |  | (171)   | 
|Proceeds from disposal of investments                              |  |      | 123     |  |      |  | 82      | 
|Other                                                              |  |      | (20)    |  |      |  |        | 
|Net changes in non-cash working capital                            |  |      | 162     |  |      |  | 28      | 
|Cash used in investing activities                                  |  |      | (2,068) |  |      |  | (681)   | 
|Financing                                                          |  |      |         |  |      |  |         | 
|Short-term debt                                                    |  |      | 845     |  |      |  | (511)   | 
|Long-term debt issued                                              |  |      | 512     |  |      |  | 1,010   | 
|Transaction costs on long-term debt                                |  |      | (8)     |  |      |  | (14)    | 
|Repayment of long-term debt                                        |  |      | (64)    |  |      |  | (522)   | 
|Dividends paid                                                     |  |      | (430)   |  |      |  | (334)   | 
|Shares issued                                                      |  |      | 1       |  |      |  | 2       | 
|Shares repurchased                                                 |  |      |        |  |      |  | (498)   | 
|Cash provided by (used in) financing activities                    |  |      | 856     |  |      |  | (867)   | 
|Effect of exchange rate changes on cash and cash equivalents       |  |      | (35)    |  |      |  | (24)    | 
|Increase in cash and cash equivalents from continuing operations   |  |      | 65      |  |      |  | 195     | 
|Cash and cash equivalents used in discontinued operations (note 3) |  |      | (18)    |  |      |  | (52)    | 
|Cash and cash equivalents  beginning of year                      |  |      | 801     |  |      |  | 658     | 
|Cash and cash equivalents  end of year(note 8)                    |  |      | 848     |  |      |  | 801     | 

See accompanying notes.



AGRIUM 2014 ANNUAL
REPORT    95



---

CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY



|                                              |  |                           |     |  |               |  |       |                   |  |  |                            |  |  |                                                     |      |  |                                          |  |      |                              |  |  |       |  |  |                          |       |  |                          |  |       |              |  |  |       |  |  |  |     |  |  |  |       | 
|--------------------------------------------- |  | ------------------------- | --- |  | ------------- |  | ----- | ----------------- |  |  | -------------------------- |  |  | --------------------------------------------------- | ---- |  | ---------------------------------------- |  | ---- | ---------------------------- |  |  | ----- |  |  | ------------------------ | ----- |  | ------------------------ |  | ----- | ------------ |  |  | ----- |  |  |  | --- |  |  |  | ----- | 
|                                              |  |                           |     |  |               |  |       |                   |  |  | Other comprehensive income |  |  |                                                     |      |  |                                          |  |      |                              | 
|(millions of U.S. dollars,
except share data) |  | Millions of
common shares |     |  | Share
capital |  |       | Retained
earnings |  |  | Cash
flow hedges           |  |  | Comprehensive
loss of associates
and joint ventures |      |  | Available
for sale financial
instruments |  |      | Foreign
currency
translation |  |  | Total |  |  | Equity
holders
of Agrium |       |  | Non-
controllinginterest |  |       | Total
equity | 
|December 31, 2012                             |  |                           | 149 |  |               |  | 1,890 |                   |  |  | 4,955                      |  |  |                                                     |     |  |                                          |  | (3)  |                              |  |  |      |  |  |                          | 74    |  |                          |  | 71    |              |  |  | 6,916 |  |  |  | 4   |  |  |  | 6,920 | 
|Net earnings                                  |  |                           |    |  |               |  |      |                   |  |  | 1,062                      |  |  |                                                     |     |  |                                          |  |     |                              |  |  |      |  |  |                          |      |  |                          |  |      |              |  |  | 1,062 |  |  |  | 1   |  |  |  | 1,063 | 
|Other comprehensive income (loss), net of tax |  |                           |     |  |               |  |       |                   |  |  |                            |  |  |                                                     |      |  |                                          |  |      |                              |  |  |       |  |  |                          |       |  |                          |  |       |              |  |  |       |  |  |  |     |  |  |  |       | 
|Post-employment benefits                      |  |                           |    |  |               |  |      |                   |  |  | 31                         |  |  |                                                     |     |  |                                          |  |     |                              |  |  |      |  |  |                          |      |  |                          |  |      |              |  |  | 31    |  |  |  |    |  |  |  | 31    | 
|Other                                         |  |                           |    |  |               |  |      |                   |  |  |                           |  |  |                                                     |     |  |                                          |  | (4)  |                              |  |  | (8)   |  |  |                          | (338) |  |                          |  | (350) |              |  |  | (350) |  |  |  | (2) |  |  |  | (352) | 
|Comprehensive income (loss), net of tax       |  |                           |    |  |               |  |      |                   |  |  | 1,093                      |  |  |                                                     |     |  |                                          |  | (4)  |                              |  |  | (8)   |  |  |                          | (338) |  |                          |  | (350) |              |  |  | 743   |  |  |  | (1) |  |  |  | 742   | 
|Dividends                                     |  |                           |    |  |               |  |      |                   |  |  | (367)                      |  |  |                                                     |     |  |                                          |  |     |                              |  |  |      |  |  |                          |      |  |                          |  |      |              |  |  | (367) |  |  |  |    |  |  |  | (367) | 
|Non-controlling interest transactions         |  |                           |    |  |               |  |      |                   |  |  | (2)                        |  |  |                                                     |     |  |                                          |  |     |                              |  |  |      |  |  |                          |      |  |                          |  |      |              |  |  | (2)   |  |  |  | (1) |  |  |  | (3)   | 
|Shares repurchased                            |  |                           | (5) |  |               |  | (72)  |                   |  |  | (426)                      |  |  |                                                     |     |  |                                          |  |     |                              |  |  |      |  |  |                          |      |  |                          |  |      |              |  |  | (498) |  |  |  |    |  |  |  | (498) | 
|Share-based payment transactions              |  |                           |    |  |               |  | 2     |                   |  |  |                           |  |  |                                                     |     |  |                                          |  |     |                              |  |  |      |  |  |                          |      |  |                          |  |      |              |  |  | 2     |  |  |  |    |  |  |  | 2     | 
|December 31, 2013                             |  |                           | 144 |  |               |  | 1,820 |                   |  |  | 5,253                      |  |  |                                                     |     |  |                                          |  | (7)  |                              |  |  | (8)   |  |  |                          | (264) |  |                          |  | (279) |              |  |  | 6,794 |  |  |  | 2   |  |  |  | 6,796 | 
|Net earnings                                  |  |                           |    |  |               |  |      |                   |  |  | 714                        |  |  |                                                     |     |  |                                          |  |     |                              |  |  |      |  |  |                          |      |  |                          |  |      |              |  |  | 714   |  |  |  | 6   |  |  |  | 720   | 
|Other comprehensive income (loss), net of tax |  |                           |     |  |               |  |       |                   |  |  |                            |  |  |                                                     |      |  |                                          |  |      |                              |  |  |       |  |  |                          |       |  |                          |  |       |              |  |  |       |  |  |  |     |  |  |  |       | 
|Post-employment benefits                      |  |                           |    |  |               |  |      |                   |  |  | (22)                       |  |  |                                                     |     |  |                                          |  |     |                              |  |  |      |  |  |                          |      |  |                          |  |      |              |  |  | (22)  |  |  |  |    |  |  |  | (22)  | 
|Other                                         |  |                           |    |  |               |  |      |                   |  |  |                           |  |  |                                                     | (27) |  |                                          |  | (4)  |                              |  |  |      |  |  |                          | (341) |  |                          |  | (372) |              |  |  | (372) |  |  |  |    |  |  |  | (372) | 
|Comprehensive income (loss), net of tax       |  |                           |    |  |               |  |      |                   |  |  | 692                        |  |  |                                                     | (27) |  |                                          |  | (4)  |                              |  |  |      |  |  |                          | (341) |  |                          |  | (372) |              |  |  | 320   |  |  |  | 6   |  |  |  | 326   | 
|Dividends                                     |  |                           |    |  |               |  |      |                   |  |  | (435)                      |  |  |                                                     |     |  |                                          |  |     |                              |  |  |      |  |  |                          |      |  |                          |  |      |              |  |  | (435) |  |  |  |    |  |  |  | (435) | 
|Non-controlling interest transactions         |  |                           |    |  |               |  |      |                   |  |  |                           |  |  |                                                     |     |  |                                          |  |     |                              |  |  |      |  |  |                          |      |  |                          |  |      |              |  |  |      |  |  |  | (1) |  |  |  | (1)   | 
|Shares repurchased                            |  |                           |    |  |               |  |      |                   |  |  |                           |  |  |                                                     |     |  |                                          |  |     |                              |  |  |      |  |  |                          |      |  |                          |  |      |              |  |  |      |  |  |  |    |  |  |  |      | 
|Share-based payment transactions              |  |                           |    |  |               |  | 1     |                   |  |  |                           |  |  |                                                     |     |  |                                          |  |     |                              |  |  |      |  |  |                          |      |  |                          |  |      |              |  |  | 1     |  |  |  |    |  |  |  | 1     | 
|Impact of adopting IFRS 9 at January 1, 2014  |  |                           |     |  |               |  |      |                   |  |  | (8)                        |  |  |                                                     |     |  |                                          |  |     |                              |  |  | 8     |  |  |                          |      |  |                          |  | 8     |              |  |  |      |  |  |  |    |  |  |  |      | 
|December 31, 2014                             |  |                           | 144 |  |               |  | 1,821 |                   |  |  | 5,502                      |  |  |                                                     | (27) |  |                                          |  | (11) |                              |  |  |      |  |  |                          | (605) |  |                          |  | (643) |              |  |  | 6,680 |  |  |  | 7   |  |  |  | 6,687 | 

See accompanying notes.



96    AGRIUM 2014 ANNUAL REPORT



---

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(millions of U.S. dollars unless otherwise stated)

1.    CORPORATE INFORMATION

CORPORATE INFORMATION

Agrium Inc. (Agrium) is incorporated under the laws of Canada with common shares listed under the symbol AGU on the New York Stock Exchange (NYSE)
and the Toronto Stock Exchange (TSX). Our Corporate head office is located at 13131 Lake Fraser Drive S.E., Calgary, Canada. We conduct our operations globally from our Wholesale head office in Calgary and our Retail head office in Loveland,
Colorado, United States. In these financial statements, we, us, our and Agrium mean Agrium Inc., its subsidiaries and joint arrangements.

Agrium operates two business units:



| | Retail:Distributes crop nutrients, crop protection products, seed, merchandise and services directly to growers through a network of farm centers in two geographical segments:
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | North America, including the United States and Canada; and
| | - | ----------------------------------------------------------

| |  | International, including Australia and South America.
| | - | -----------------------------------------------------



| | Wholesale:Operates in North and South America and Europe producing, marketing and distributing crop nutrients and industrial products through the following businesses:
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Nitrogen: Manufacturing in Alberta, Texas and Argentina;
| | - | --------------------------------------------------------

| |  | Potash: Mining and processing in Saskatchewan;
| | - | ----------------------------------------------

| |  | Phosphate: Mining and production facilities in Alberta and Idaho;
| | - | -----------------------------------------------------------------

| |  | Product purchased for resale: Marketing nutrient products from other suppliers in North and South America and Europe; and
| | - | -------------------------------------------------------------------------------------------------------------------------

| |  | Ammonium sulfate, ESN® and other: Producing blended crop nutrients and ESN®, (Environmentally
Smart Nitrogen) polymer-coated nitrogen crop nutrients.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------

Additional information on our operating segments is included in note 25.

Principal subsidiaries, associates and joint ventures

|                                           |  |                             |  |               |  |                                                |  |                     
|------------------------------------------ |  | --------------------------- |  | ------------- |  | ---------------------------------------------- |  | --------------------
|                                           |  | Relationship/
Ownership (%) |  | Location      |  | Principal activity                             |  | Method of
accounting
|Agrium, a general partnership              |  | Subsidiary, 100%            |  | Canada        |  | Manufacturer and distributor of crop nutrients |  | Consolidation       
|Agrium Europe S.A.                         |  | Subsidiary, 100%            |  | Belgium       |  | Distributor of crop nutrients                  |  | Consolidation       
|Agrium U.S. Inc.                           |  | Subsidiary, 100%            |  | United States |  | Manufacturer and distributor of crop nutrients |  | Consolidation       
|Agroservicios Pampeanos S.A.               |  | Subsidiary, 100%            |  | Argentina     |  | Crop input retailer                            |  | Consolidation       
|Crop Production Services, Inc.             |  | Subsidiary, 100%            |  | United States |  | Crop input retailer                            |  | Consolidation       
|Crop Production Services (Canada) Inc.     |  | Subsidiary, 100%            |  | Canada        |  | Crop input retailer                            |  | Consolidation       
|Landmark Rural Operations Ltd.             |  | Subsidiary, 100%            |  | Australia     |  | Crop input retailer                            |  | Consolidation       
|Loveland Products Inc.                     |  | Subsidiary, 100%            |  | United States |  | Crop input developer and retailer              |  | Consolidation       
|Misr Fertilizers Production Company S.A.E. |  | Associate, 26%              |  | Egypt         |  | Manufacturer and distributor of crop nutrients |  | Equity method       
|Profertil S.A.                             |  | Joint venture, 50%          |  | Argentina     |  | Manufacturer and distributor of crop nutrients |  | Equity method       



AGRIUM 2014 ANNUAL
REPORT    97



---

BASIS OF PREPARATION AND STATEMENT OF COMPLIANCE

We prepared these financial statements in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting
Standards Board (IASB). The Board of Directors of Agrium (the Board) approved these consolidated financial statements for issuance on February 24, 2015.

The presentation currency of these financial statements is U.S. dollars. We prepared the financial statements using the historical cost basis, with the exception of items
that IFRS requires us to measure at fair value. Our significant accounting policies, judgments, assumptions and estimates are described in note 26.

2.    BUSINESS ACQUISITIONS

Provisional estimate of fair values of assets
acquired and liabilities assumed in individually immaterial business acquisitions by the Retail business unit



|                              |  |  |     |  
|----------------------------- |  |  | --- | -
|Current assets                |  |  | 21  |  
|Property, plant and equipment |  |  | 43  |  
|Intangibles (a)               |  |  | 55  |  
|Goodwill (b)                  |  |  | 87  |  
|Current liabilities           |  |  | (27 | )
|Total consideration           |  |  | 179 |  



|(a) | Intangibles include customer relationships of $27-million and trade names of $4-million.
|--- | ----------------------------------------------------------------------------------------

|(b) | The full amount allocated to goodwill is deductible for income tax purposes.
|--- | ----------------------------------------------------------------------------

On the above acquisitions, we recognized
goodwill of $87-million arising primarily from the acquired workforce and estimated value of expected synergies between Agrium and the acquired operations. Acquisition costs of $1-million are included in other expenses. Sales for the period from the
date of acquisition to December 31, 2014 were $61-million and are included in our consolidated statement of operations. If the acquisition had occurred on January 1, 2014, we estimate that our sales for the year ended December 31,
2014 would have been $192-million. Net earnings and proforma net earnings related to these acquisitions are not material.

In 2014, we increased our interest in
Agricen LLC from 30 percent to 70 percent. Upon acquiring control of Agricen, we re-measured our previously held equity interest to fair value. The resulting gain of $9-million is included in other expenses. On this transaction we recognized
goodwill of $82-million, which is included in the table above.

2013  VITERRA INC.

We completed the acquisition of 100 percent of certain Canadian and Australian Agri-products assets of Viterra Inc. from Glencore International plc on October 1,
2013. In 2013, we recorded a purchase gain of $257-million for the excess of the fair value of the acquired net assets over the purchase price. We finalized the purchase price allocation for the acquisition in March 2014 without change to the fair
values of assets acquired and liabilities assumed as disclosed at December 31, 2013.

3.    DISCONTINUED OPERATIONS

AGRIUM ADVANCED TECHNOLOGIES (AAT)

Discontinued operations
consist of operations of the major businesses of our former Advanced Technologies business unit. During 2014, we completed the sale of the Turf and Ornamental business of AAT for $94-million. The remaining components of AAT ceased operations in
2014.

Discontinued operations

|                                                 |  |      |     |   |      |  |     |  
|------------------------------------------------ |  | ---- | --- | - | ---- |  | --- | -
|                                                 |  | 2014 |     |   | 2013 | 
|Sales                                            |  |      | 251 |   |      |  | 307 |  
|Net loss, net of tax recovery of $28 (2013  $6) |  |      | (78 | ) |      |  | (17 | )
|Cash used in operating activities                |  |      | (18 | ) |      |  | (52 | )

Net loss on discontinued operations is net of expenses of $301-million (2013  $267-million) and includes loss on measurement of
assets held for sale of $56-million (2013  $63-million) and income tax recovery of $28-million (2013  $6-million).



98    AGRIUM 2014 ANNUAL REPORT



---

4.    EXPENSES

We present expenses in our statements of operations by function. IFRS also requires us to provide information about expenses by nature.

Expenses by nature

|                                                            |  |      |        |   |      |  |        |  
|----------------------------------------------------------- |  | ---- | ------ | - | ---- |  | ------ | -
|                                                            |  | 2014 |        |   | 2013 | 
|Decrease (increase) in finished goods inventory             |  |      | 73     |   |      |  | (75    | )
|Purchased and produced raw materials and product for resale |  |      | 12,770 |   |      |  | 12,278 |  
|Rebates                                                     |  |      | (1,059 | ) |      |  | (942   | )
|Freight and distribution                                    |  |      | 479    |   |      |  | 449    |  
|Short-term employee benefits (a)                            |  |      | 1,382  |   |      |  | 1,398  |  
|Post-employment benefits (b)                                |  |      | 64     |   |      |  | 65     |  
|Share-based payments (c)                                    |  |      | 50     |   |      |  | (7     | )
|Depreciation of property, plant and equipment               |  |      | 423    |   |      |  | 373    |  
|Amortization of intangibles                                 |  |      | 127    |   |      |  | 95     |  
|Other depreciation and amortization                         |  |      |       |   |      |  | 4      |  
|Operating leases                                            |  |      | 226    |   |      |  | 225    |  
|Other                                                       |  |      | 352    |   |      |  | 296    |  
|                                                            |  |      | 14,887 |   |      |  | 14,159 |  
|Classified as:                                              |  |      |        |   |      |  |        |  
|Cost of product sold                                        |  |      | 12,490 |   |      |  | 11,954 |  
|Selling                                                     |  |      | 2,048  |   |      |  | 1,876  |  
|General and administrative                                  |  |      | 349    |   |      |  | 329    |  
|                                                            |  |      | 14,887 |   |      |  | 14,159 |  

Compensation of key management personnel included in the above:

|(a) | 2014  $17-million (2013  $16-million).
|--- | ----------------------------------------

|(b) | 2014  $2-million (2013  $3-million).
|--- | --------------------------------------

|(c) | 2014  $15-million (2013  $(5)-million).
|--- | -----------------------------------------

Other expenses

|                                                                        |  |      |     |   |      |  |     |  
|----------------------------------------------------------------------- |  | ---- | --- | - | ---- |  | --- | -
|                                                                        |  | 2014 |     |   | 2013 | 
|Gain on commodity derivatives not designated as hedges (note 21)        |  |      | (18 | ) |      |  | (11 | )
|Gain on foreign exchange derivatives not designated as hedges (note 21) |  |      | (92 | ) |      |  | (5  | )
|Foreign exchange loss                                                   |  |      | 125 |   |      |  | 43  |  
|Interest income                                                         |  |      | (83 | ) |      |  | (76 | )
|Environmental remediation and asset retirement obligations              |  |      | 24  |   |      |  | 7   |  
|Bad debt expense                                                        |  |      | 19  |   |      |  | 9   |  
|Potash profit and capital tax                                           |  |      | 10  |   |      |  | 21  |  
|Other                                                                   |  |      | 33  |   |      |  | 55  |  
|                                                                        |  |      | 18  |   |      |  | 43  |  



AGRIUM 2014 ANNUAL
REPORT    99



---

5.    FINANCE COSTS

Finance costs related to long-term debt

|                                              |  |      |     |  |      |  |     | 
|--------------------------------------------- |  | ---- | --- |  | ---- |  | --- | 
|                                              |  | 2014 |     |  | 2013 | 
|Gross finance costs related to long-term debt |  |      | 173 |  |      |  | 151 | 
|Less: Capitalized borrowing costs             |  |      | 111 |  |      |  | 61  | 
|                                              |  |      | 62  |  |      |  | 90  | 

Capitalized borrowing costs primarily relate to the expansion of our Vanscoy potash and Borger nitrogen facilities, capitalized at a rate
of 5 percent (2013  5 percent).

Other finance costs

|                                                                        |  |      |    |  |      |  |    | 
|----------------------------------------------------------------------- |  | ---- | -- |  | ---- |  | -- | 
|                                                                        |  | 2014 |    |  | 2013 | 
|Accretion of environmental remediation and asset retirement obligations |  |      | 12 |  |      |  | 11 | 
|Other interest expense                                                  |  |      | 58 |  |      |  | 55 | 
|                                                                        |  |      | 70 |  |      |  | 66 | 

6.    INCOME TAXES

Components of income taxes

|                                                                |  |      |       |   |      |  |       |  
|--------------------------------------------------------------- |  | ---- | ----- | - | ---- |  | ----- | -
|                                                                |  | 2014 |       |   | 2013 | 
|Current tax expense                                             |  |      | 266   |   |      |  | 511   |  
|Previously unrecognized tax assets                              |  |      | (10   | ) |      |  | (6    | )
|Current income taxes                                            |  |      | 256   |   |      |  | 505   |  
|Origination and reversal of temporary differences               |  |      | 6     |   |      |  | (111  | )
|Previously unrecognized tax assets                              |  |      | (32   | ) |      |  |      |  
|Deferred income taxes                                           |  |      | (26   | ) |      |  | (111  | )
|                                                                |  |      | 230   |   |      |  | 394   |  
|Reconciliation of statutory tax rate to effective tax
rate      |  |      |       |   |      |  |       |  
|                                                                |  | 2014 |       |   | 2013 | 
|Earnings before income taxes                                    |  |      |       |   |      |  |       |  
|Canada                                                          |  |      | 266   |   |      |  | 789   |  
|Foreign                                                         |  |      | 762   |   |      |  | 685   |  
|                                                                |  |      | 1,028 |   |      |  | 1,474 |  
|Statutory rate (%)                                              |  |      | 26    |   |      |  | 26    |  
|Income taxes at statutory rate                                  |  |      | 264   |   |      |  | 378   |  
|Purchase gain                                                   |  |      |      |   |      |  | (68   | )
|Goodwill impairment                                             |  |      |      |   |      |  | 66    |  
|Foreign currency gains (losses) relating to Canadian operations |  |      | 1     |   |      |  | (20   | )
|Differences in foreign tax rates                                |  |      | 25    |   |      |  | 42    |  
|Earnings from associates and joint ventures                     |  |      | (9    | ) |      |  | (14   | )
|Recognition of previously unrecognized tax assets               |  |      | (42   | ) |      |  | (6    | )
|Other                                                           |  |      | (9    | ) |      |  | 16    |  
|Income taxes                                                    |  |      | 230   |   |      |  | 394   |  
|Current                                                         |  |      |       |   |      |  |       |  
|Canada                                                          |  |      | 37    |   |      |  | 138   |  
|Foreign                                                         |  |      | 219   |   |      |  | 367   |  
|                                                                |  |      | 256   |   |      |  | 505   |  
|Deferred                                                        |  |      |       |   |      |  |       |  
|Canada                                                          |  |      | 19    |   |      |  | (28   | )
|Foreign                                                         |  |      | (45   | ) |      |  | (83   | )
|                                                                |  |      | (26   | ) |      |  | (111  | )
|                                                                |  |      | 230   |   |      |  | 394   |  



100    AGRIUM 2014 ANNUAL REPORT



---

|                                                          |  |                                                       |      |   |                                  |  |      |                                      |  |  |      |  |  |      |      |   |      |  |     |   |  |  |     |  
|--------------------------------------------------------- |  | ----------------------------------------------------- | ---- | - | -------------------------------- |  | ---- | ------------------------------------ |  |  | ---- |  |  | ---- | ---- | - | ---- |  | --- | - |  |  | --- | -
|Components of deferred income tax                         |  |                                                       |      |   |                                  |  |      |                                      |  |  |      |  |  |      |      |   |      | 
|                                                          |  | Components of deferredincome tax liabilities (assets) |      |   | Components recognizedin earnings |  |      | Components not recognizedin earnings | 
|                                                          |  | 2014                                                  |      |   | 2013                             |  |      | 2014 (b)                             |  |  | 2013 |  |  | 2014 |      |   | 2013 | 
|Receivables, inventories and accrued liabilities          |  |                                                       | (115 | ) |                                  |  | (138 | )                                    |  |  | 20   |  |  |      | (71  | ) |      |  | 3   |   |  |  | (8  | )
|Property, plant and equipment                             |  |                                                       | 457  |   |                                  |  | 457  |                                      |  |  | 26   |  |  |      | 64   |   |      |  | (26 | ) |  |  | 7   |  
|Intangibles                                               |  |                                                       | 138  |   |                                  |  | 173  |                                      |  |  | (29) |  |  |      | (29  | ) |      |  | (6  | ) |  |  | 35  |  
|Asset retirement and environmental remediation provisions |  |                                                       | (145 | ) |                                  |  | (156 | )                                    |  |  | 7    |  |  |      | 4    |   |      |  | 4   |   |  |  |    |  
|Deferred partnership income                               |  |                                                       | 119  |   |                                  |  | 187  |                                      |  |  | (56) |  |  |      | (60  | ) |      |  | (12 | ) |  |  | (15 | )
|Loss carry-forwards (a)                                   |  |                                                       | (59  | ) |                                  |  | (66  | )                                    |  |  | 1    |  |  |      | (11  | ) |      |  | 6   |   |  |  | 14  |  
|Other                                                     |  |                                                       | (48  | ) |                                  |  | (2   | )                                    |  |  | (28) |  |  |      | (8   | ) |      |  | (18 | ) |  |  | 19  |  
|Net deferred income tax liabilities (assets)              |  |                                                       | 347  |   |                                  |  | 455  |                                      |  |  | (59) |  |  |      | (111 | ) |      |  | (49 | ) |  |  | 52  |  
|Deferred income tax assets                                |  |                                                       | (75  | ) |                                  |  | (75  | )                                    |  |  |      |  |  |      |      |   |      |  |     |   |  |  |     |  
|Deferred income tax liabilities                           |  |                                                       | 422  |   |                                  |  | 530  |                                      |  |  |      |  |  |      |      |   |      |  |     |   |  |  |     |  
|Net deferred income tax liabilities                       |  |                                                       | 347  |   |                                  |  | 455  |                                      |  |  |      |  |  |      |      |   |      |  |     |   |  |  |     |  

|(a) | Unused tax losses of $57-million (2013  $58-million) expiring through 2034 (2013  expiring through 2033) have not been recognized in the financial statements. We have recognized unused tax losses of
$53-million (2013  $51-million) as we expect that we will earn future taxable income in that tax jurisdiction in 2015 and following years, and the tax losses do not expire under current tax legislation.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Components recognized in continuing operations and discontinued operations.
|--- | ---------------------------------------------------------------------------

7.    EARNINGS PER SHARE



|                                                                                       |  |      |     |   |      |  |       |  
|-------------------------------------------------------------------------------------- |  | ---- | --- | - | ---- |  | ----- | -
|Attributable to equity holders of Agrium                                               |  |      |     |   |      | 
|                                                                                       |  | 2014 |     |   | 2013 | 
|Numerator                                                                              |  |      |     |   |      |  |       |  
|Net earnings from continuing operations                                                |  |      | 792 |   |      |  | 1,079 |  
|Net loss from discontinued operations                                                  |  |      | (78 | ) |      |  | (17   | )
|Net earnings                                                                           |  |      | 714 |   |      |  | 1,062 |  
|Denominator(millions)                                                                  |  |      |     |   |      |  |       |  
|Weighted average number of shares outstanding for basic and diluted earnings per
share |  |      | 144 |   |      |  | 148   |  



AGRIUM 2014 ANNUAL
REPORT    101



---

8.    CASH FLOW INFORMATION



|                                                                   |  |              |       |   |      |  |       |  
|------------------------------------------------------------------ |  | ------------ | ----- | - | ---- |  | ----- | -
|Cash and cash equivalents                                          |  |              |       |   |      | 
|                                                                   |  | December 31, |      
|                                                                   |  | 2014         |       |   | 2013 | 
|Cash                                                               |  |              | 787   |   |      |  | 763   |  
|Short-term investments (original maturity of three months or less) |  |              | 61    |   |      |  | 38    |  
|                                                                   |  |              | 848   |   |      |  | 801   |  
|                                                                   |  |             
|Net changes in non-cash operating working capital                  |  |              |       |   |      | 
|                                                                   |  | 2014         |       |   | 2013 | 
|Accounts receivable                                                |  |              | 14    |   |      |  | 166   |  
|Inventories                                                        |  |              | (185  | ) |      |  | 46    |  
|Prepaid expenses and deposits                                      |  |              | 84    |   |      |  | (34   | )
|Accounts payable                                                   |  |              | (8    | ) |      |  | 358   |  
|                                                                   |  |              | (95   | ) |      |  | 536   |  
|9.    ACCOUNTS RECEIVABLE                                          |  |              |       |   |      |  |       |  
|                                                                   | 
|                                                                   |  | December 31, |      
|                                                                   |  | 2014         |       |   | 2013 | 
|Trade accounts                                                     |  |              | 1,849 |   |      |  | 1,948 |  
|Allowance for doubtful accounts                                    |  |              | (79   | ) |      |  | (78   | )
|Rebates                                                            |  |              | 188   |   |      |  | 170   |  
|Other non-trade accounts                                           |  |              | 58    |   |      |  | 33    |  
|Derivative financial instruments                                   |  |              | 33    |   |      |  | 1     |  
|Other taxes                                                        |  |              | 26    |   |      |  | 31    |  
|                                                                   |  |              | 2,075 |   |      |  | 2,105 |  
|10.  INVENTORIES                                                   |  |              |       |   |      |  |       |  
|                                                                   | 
|                                                                   |  | December 31, |      
|                                                                   |  | 2014         |       |   | 2013 | 
|Raw materials                                                      |  |              | 409   |   |      |  | 409   |  
|Finished goods                                                     |  |              | 346   |   |      |  | 419   |  
|Other product for resale (a)                                       |  |              | 2,750 |   |      |  | 2,585 |  
|                                                                   |  |              | 3,505 |   |      |  | 3,413 |  

|(a) | Includes biological assets of $35-million (2013  $18-million) measured at fair value less costs of disposal, a level 3 measurement.
|--- | ------------------------------------------------------------------------------------------------------------------------------------



102    AGRIUM 2014 ANNUAL REPORT



---

11.  PROPERTY, PLANT AND EQUIPMENT



|                             |  |      |     |   |                           |  |       |                        |  |  |                          |   |  |       |       |   |       |  |     |   |  |  |        |  
|---------------------------- |  | ---- | --- | - | ------------------------- |  | ----- | ---------------------- |  |  | ------------------------ | - |  | ----- | ----- | - | ----- |  | --- | - |  |  | ------ | -
|December 31, 2014            |  |      |     |   |                           |  |       |                        |  |  |                          |   |  |       |       |   |       | 
|                             |  | Land |     |   | Buildings andimprovements |  |       | Machineryand equipment |  |  | Assets underconstruction |   |  | Other |       |   | Total | 
|Cost                         |  |      |     |   |                           |  |       |                        |  |  |                          |   |  |       |       |   |       |  |     |   |  |  |        |  
|December 31, 2013            |  |      | 140 |   |                           |  | 1,313 |                        |  |  | 3,650                    |   |  |       | 2,460 |   |       |  | 157 |   |  |  | 7,720  |  
|Additions                    |  |      | 4   |   |                           |  | 14    |                        |  |  | 510                      |   |  |       | 1,563 |   |       |  | 16  |   |  |  | 2,107  |  
|Business acquisitions        |  |      | 1   |   |                           |  | 11    |                        |  |  | 31                       |   |  |       |      |   |       |  |    |   |  |  | 43     |  
|Disposals                    |  |      | (3  | ) |                           |  | (8    | )                      |  |  | (134                     | ) |  |       |      |   |       |  | (2  | ) |  |  | (147   | )
|Transfers                    |  |      |    |   |                           |  | 41    |                        |  |  | 170                      |   |  |       | (238  | ) |       |  | 27  |   |  |  |       |  
|Other adjustments            |  |      |    |   |                           |  | (1    | )                      |  |  | 28                       |   |  |       | (52   | ) |       |  |    |   |  |  | (25    | )
|Foreign currency translation |  |      | (5  | ) |                           |  | (63   | )                      |  |  | (239                     | ) |  |       | (231  | ) |       |  | (8  | ) |  |  | (546   | )
|December 31, 2014            |  |      | 137 |   |                           |  | 1,307 |                        |  |  | 4,016                    |   |  |       | 3,502 |   |       |  | 190 |   |  |  | 9,152  |  
|Accumulated depreciation     |  |      |     |   |                           |  |       |                        |  |  |                          |   |  |       |       |   |       |  |     |   |  |  |        |  
|December 31, 2013            |  |      |    |   |                           |  | (517  | )                      |  |  | (2,186                   | ) |  |       |      |   |       |  | (57 | ) |  |  | (2,760 | )
|Depreciation                 |  |      |    |   |                           |  | (81   | )                      |  |  | (326                     | ) |  |       |      |   |       |  | (8  | ) |  |  | (415   | )
|Disposals                    |  |      |    |   |                           |  | 4     |                        |  |  | 107                      |   |  |       |      |   |       |  | 2   |   |  |  | 113    |  
|Other adjustments            |  |      |    |   |                           |  | 2     |                        |  |  | 11                       |   |  |       |      |   |       |  |    |   |  |  | 13     |  
|Foreign currency translation |  |      |    |   |                           |  | 26    |                        |  |  | 140                      |   |  |       |      |   |       |  | 3   |   |  |  | 169    |  
|December 31, 2014            |  |      |    |   |                           |  | (566  | )                      |  |  | (2,254                   | ) |  |       |      |   |       |  | (60 | ) |  |  | (2,880 | )
|Net book value               |  |      | 137 |   |                           |  | 741   |                        |  |  | 1,762                    |   |  |       | 3,502 |   |       |  | 130 |   |  |  | 6,272  |  
|                             |  |      |     |   |                           | 
|December 31, 2013            |  |      |     |   |                           |  |       |                        |  |  |                          |   |  |       |       |   |       | 
|                             |  | Land |     |   | Buildings andimprovements |  |       | Machineryand equipment |  |  | Assets underconstruction |   |  | Other |       |   | Total | 
|Cost                         |  |      |     |   |                           |  |       |                        |  |  |                          |   |  |       |       |   |       |  |     |   |  |  |        |  
|December 31, 2012            |  |      | 114 |   |                           |  | 1,170 |                        |  |  | 3,408                    |   |  |       | 1,269 |   |       |  | 148 |   |  |  | 6,109  |  
|Additions                    |  |      | 4   |   |                           |  | 82    |                        |  |  | 207                      |   |  |       | 1,558 |   |       |  | 22  |   |  |  | 1,873  |  
|Business acquisitions        |  |      | 30  |   |                           |  | 100   |                        |  |  | 202                      |   |  |       | 8     |   |       |  |    |   |  |  | 340    |  
|Disposals                    |  |      | (2  | ) |                           |  | (42   | )                      |  |  | (145                     | ) |  |       |      |   |       |  | (12 | ) |  |  | (201   | )
|Other adjustments (a)        |  |      | (4  | ) |                           |  | 38    |                        |  |  | 140                      |   |  |       | (267  | ) |       |  | 4   |   |  |  | (89    | )
|Foreign currency translation |  |      | (2  | ) |                           |  | (35   | )                      |  |  | (162                     | ) |  |       | (108  | ) |       |  | (5  | ) |  |  | (312   | )
|December 31, 2013            |  |      | 140 |   |                           |  | 1,313 |                        |  |  | 3,650                    |   |  |       | 2,460 |   |       |  | 157 |   |  |  | 7,720  |  
|Accumulated depreciation     |  |      |     |   |                           |  |       |                        |  |  |                          |   |  |       |       |   |       |  |     |   |  |  |        |  
|December 31, 2012            |  |      |    |   |                           |  | (484  | )                      |  |  | (2,078                   | ) |  |       |      |   |       |  | (63 | ) |  |  | (2,625 | )
|Depreciation                 |  |      |    |   |                           |  | (91   | )                      |  |  | (284                     | ) |  |       |      |   |       |  | (9  | ) |  |  | (384   | )
|Disposals                    |  |      |    |   |                           |  | 34    |                        |  |  | 63                       |   |  |       |      |   |       |  | 12  |   |  |  | 109    |  
|Other adjustments (a)        |  |      |    |   |                           |  | 8     |                        |  |  | 18                       |   |  |       |      |   |       |  |    |   |  |  | 26     |  
|Foreign currency translation |  |      |    |   |                           |  | 16    |                        |  |  | 95                       |   |  |       |      |   |       |  | 3   |   |  |  | 114    |  
|December 31, 2013            |  |      |    |   |                           |  | (517  | )                      |  |  | (2,186                   | ) |  |       |      |   |       |  | (57 | ) |  |  | (2,760 | )
|Net book value               |  |      | 140 |   |                           |  | 796   |                        |  |  | 1,464                    |   |  |       | 2,460 |   |       |  | 100 |   |  |  | 4,960  |  

|(a) | Includes assets classified as held for sale with a net book value of $26-million.
|--- | ---------------------------------------------------------------------------------



AGRIUM 2014 ANNUAL
REPORT    103



---

|                                                     |  |      |     |   |      |  |     |  
|---------------------------------------------------- |  | ---- | --- | - | ---- |  | --- | -
|Depreciation of property, plant and equipment        |  |      |     |   |      | 
|                                                     |  | 2014 |     |   | 2013 | 
|Cost of product sold                                 |  |      | 226 |   |      |  | 198 |  
|Selling                                              |  |      | 175 |   |      |  | 141 |  
|General and administrative                           |  |      | 22  |   |      |  | 34  |  
|                                                     |  |      | 423 |   |      |  | 373 |  
|Depreciation recorded in inventory                   |  |      | 10  |   |      |  | 19  |  
|                                                     |  |     
|Turnaround costs included in machinery and equipment |  |      |     |   |      | 
|                                                     |  | 2014 |     |   | 2013 | 
|Cost                                                 |  |      |     |   |      |  |     |  
|Balance, beginning of year                           |  |      | 180 |   |      |  | 113 |  
|Additions                                            |  |      | 89  |   |      |  | 83  |  
|Retirements                                          |  |      | (23 | ) |      |  | (16 | )
|Balance, end of year                                 |  |      | 246 |   |      |  | 180 |  
|Accumulated depreciation                             |  |      |     |   |      |  |     |  
|Balance, beginning of year                           |  |      | (61 | ) |      |  | (42 | )
|Depreciation                                         |  |      | (55 | ) |      |  | (35 | )
|Retirements                                          |  |      | 22  |   |      |  | 16  |  
|Balance, end of year                                 |  |      | (94 | ) |      |  | (61 | )
|Net book value                                       |  |      | 152 |   |      |  | 119 |  

Turnaround costs include replacement or overhaul of equipment and items such as compressors, turbines, pumps, motors, valves,
piping and other parts; assessment of production equipment; replacement of aged catalysts; new installation or recalibration of measurement and control devices; and other costs. We capitalize turnaround costs only if they meet the capitalization
criteria of International Accounting Standard (IAS) 16.

12.  INTANGIBLES AND
GOODWILL



|                                               |  |               |    |   |                          |  |      |            |  |  |       |   |  |                  |      |   |          |  |       |   |  |  |       |  
|---------------------------------------------- |  | ------------- | -- | - | ------------------------ |  | ---- | ---------- |  |  | ----- | - |  | ---------------- | ---- | - | -------- |  | ----- | - |  |  | ----- | -
|December 31, 2014                              |  |               |    |   |                          |  |      |            |  |  |       |   |  |                  |      |   |          | 
|                                               |  | Tradenames(a) |    |   | Customerrelationships(b) |  |      | Technology |  |  | Other |   |  | Totalintangibles |      |   | Goodwill | 
|Cost                                           |  |               |    |   |                          |  |      |            |  |  |       |   |  |                  |      |   |          |  |       |   |  |  |       |  
|December 31, 2013                              |  |               | 30 |   |                          |  | 730  |            |  |  | 162   |   |  |                  | 205  |   |          |  | 1,127 |   |  |  | 2,177 |  
|Additions                                      |  |               |   |   |                          |  |     |            |  |  | 49    |   |  |                  | 2    |   |          |  | 51    |   |  |  |      |  
|Business acquisitions                          |  |               | 4  |   |                          |  | 27   |            |  |  |      |   |  |                  | 24   |   |          |  | 55    |   |  |  | 87    |  
|Disposals                                      |  |               |   |   |                          |  |     |            |  |  | (1    | ) |  |                  |     |   |          |  | (1    | ) |  |  |      |  
|Other adjustments                              |  |               |   |   |                          |  | (3   | )          |  |  |      |   |  |                  | (1   | ) |          |  | (4    | ) |  |  | (14   | )
|Foreign currency translation                   |  |               | (2 | ) |                          |  | (15  | )          |  |  | (13   | ) |  |                  | (3   | ) |          |  | (33   | ) |  |  | (36   | )
|December 31, 2014                              |  |               | 32 |   |                          |  | 739  |            |  |  | 197   |   |  |                  | 227  |   |          |  | 1,195 |   |  |  | 2,214 |  
|Accumulated amortization and impairment losses |  |               |    |   |                          |  |      |            |  |  |       |   |  |                  |      |   |          |  |       |   |  |  |       |  
|December 31, 2013                              |  |               | (3 | ) |                          |  | (241 | )          |  |  | (48   | ) |  |                  | (97  | ) |          |  | (389  | ) |  |  | (219  | )
|Amortization                                   |  |               | (1 | ) |                          |  | (64  | )          |  |  | (36   | ) |  |                  | (27  | ) |          |  | (128  | ) |  |  |      |  
|Other adjustments                              |  |               |   |   |                          |  | 4    |            |  |  | (1    | ) |  |                  | 1    |   |          |  | 4     |   |  |  |      |  
|Foreign currency translation                   |  |               |   |   |                          |  | 4    |            |  |  | 7     |   |  |                  | 2    |   |          |  | 13    |   |  |  | 19    |  
|December 31, 2014                              |  |               | (4 | ) |                          |  | (297 | )          |  |  | (78   | ) |  |                  | (121 | ) |          |  | (500  | ) |  |  | (200  | )
|Net book value                                 |  |               | 28 |   |                          |  | 442  |            |  |  | 119   |   |  |                  | 106  |   |          |  | 695   |   |  |  | 2,014 |  

|(a) | Trade names with a net book value of $20-million have indefinite useful lives for accounting purposes.
|--- | ------------------------------------------------------------------------------------------------------

|(b) | The remaining amortization period of customer relationships at December 31, 2014, is approximately nine years.
|--- | --------------------------------------------------------------------------------------------------------------



104    AGRIUM 2014 ANNUAL REPORT



---

|                                               |  |                |     |   |                       |  |      |            |  |  |       |   |  |                  |     |   |          |  |       |   |  |  |       |  
|---------------------------------------------- |  | -------------- | --- | - | --------------------- |  | ---- | ---------- |  |  | ----- | - |  | ---------------- | --- | - | -------- |  | ----- | - |  |  | ----- | -
|December 31, 2013                              |  |                |     |   |                       |  |      |            |  |  |       |   |  |                  |     |   |          | 
|                                               |  | Tradenames (a) |     |   | Customerrelationships |  |      | Technology |  |  | Other |   |  | Totalintangibles |     |   | Goodwill | 
|Cost                                           |  |                |     |   |                       |  |      |            |  |  |       |   |  |                  |     |   |          |  |       |   |  |  |       |  
|December 31, 2012                              |  |                | 57  |   |                       |  | 667  |            |  |  | 99    |   |  |                  | 175 |   |          |  | 998   |   |  |  | 2,349 |  
|Additions                                      |  |                |    |   |                       |  |     |            |  |  | 35    |   |  |                  | 2   |   |          |  | 37    |   |  |  |      |  
|Business acquisitions                          |  |                |    |   |                       |  | 115  |            |  |  | 62    |   |  |                  | 45  |   |          |  | 222   |   |  |  | 3     |  
|Disposals                                      |  |                |    |   |                       |  |     |            |  |  | (1    | ) |  |                  | (14 | ) |          |  | (15   | ) |  |  |      |  
|Other adjustments (b)                          |  |                | (23 | ) |                       |  | (40  | )          |  |  | (23   | ) |  |                  | (2  | ) |          |  | (88   | ) |  |  | (115  | )
|Foreign currency translation                   |  |                | (4  | ) |                       |  | (12  | )          |  |  | (10   | ) |  |                  | (1  | ) |          |  | (27   | ) |  |  | (60   | )
|December 31, 2013                              |  |                | 30  |   |                       |  | 730  |            |  |  | 162   |   |  |                  | 205 |   |          |  | 1,127 |   |  |  | 2,177 |  
|Accumulated amortization and impairment losses |  |                |     |   |                       |  |      |            |  |  |       |   |  |                  |     |   |          |  |       |   |  |  |       |  
|December 31, 2012                              |  |                | (12 | ) |                       |  | (209 | )          |  |  | (57   | ) |  |                  | (84 | ) |          |  | (362  | ) |  |  |      |  
|Amortization                                   |  |                | (2  | ) |                       |  | (59  | )          |  |  | (16   | ) |  |                  | (25 | ) |          |  | (102  | ) |  |  |      |  
|Impairment losses                              |  |                |    |   |                       |  |     |            |  |  |      |   |  |                  |    |   |          |  |      |   |  |  | (220  | )
|Disposals                                      |  |                |    |   |                       |  |     |            |  |  | 1     |   |  |                  | 11  |   |          |  | 12    |   |  |  |      |  
|Other adjustments (b)                          |  |                | 9   |   |                       |  | 24   |            |  |  | 18    |   |  |                  | 1   |   |          |  | 52    |   |  |  |      |  
|Foreign currency translation                   |  |                | 2   |   |                       |  | 3    |            |  |  | 6     |   |  |                  |    |   |          |  | 11    |   |  |  | 1     |  
|December 31, 2013                              |  |                | (3  | ) |                       |  | (241 | )          |  |  | (48   | ) |  |                  | (97 | ) |          |  | (389  | ) |  |  | (219  | )
|Net book value                                 |  |                | 27  |   |                       |  | 489  |            |  |  | 114   |   |  |                  | 108 |   |          |  | 738   |   |  |  | 1,958 |  

|(a) | Trade names with a net book value of $22-million have indefinite useful lives for accounting purposes.
|--- | ------------------------------------------------------------------------------------------------------

|(b) | Includes assets classified as held for sale with a net book value of $91-million.
|--- | ---------------------------------------------------------------------------------



|                                         |  |      |     |  |      |  |    | 
|---------------------------------------- |  | ---- | --- |  | ---- |  | -- | 
|Amortization of finite-lived intangibles |  |      |     |  |      | 
|                                         |  | 2014 |     |  | 2013 | 
|Cost of product sold                     |  |      | 3   |  |      |  | 3  | 
|Selling                                  |  |      | 116 |  |      |  | 81 | 
|General and administrative               |  |      | 8   |  |      |  | 11 | 
|                                         |  |      | 127 |  |      |  | 95 | 

GOODWILL IMPAIRMENT TESTING

In
calculating the recoverable amount, we selected fair value less costs of disposal (FVLCD) methodology and incorporated assumptions that an independent market participant would apply. We adjust discount rates for each group of cash
generating units (CGU) for the risk associated with achieving our forecasts and for the currency in which we expect to generate cash flows. FVLCD is a level 3 measurement. We use our market capitalization and comparative market multiples
to corroborate discounted cash flow results.



|                                 |  |              |       |  |      |  |       | 
|-------------------------------- |  | ------------ | ----- |  | ---- |  | ----- | 
|Goodwill by cash generating unit |  |              |       |  |      | 
|                                 |  | December 31, |      
|                                 |  | 2014         |       |  | 2013 | 
|Retail  North America           |  |              | 1,859 |  |      |  | 1,770 | 
|Retail  Australia               |  |              | 124   |  |      |  | 136   | 
|Other                            |  |              | 31    |  |      |  | 52    | 
|                                 |  |              | 2,014 |  |      |  | 1,958 | 



AGRIUM 2014 ANNUAL
REPORT    105



---

The assumptions and other factors that have the greatest influence on our calculation of the recoverable amounts are:



| | Discount rate, based on a capital asset pricing model using observable market data inputs;
|- | ------------------------------------------------------------------------------------------



| | Long-term growth rate, which does not exceed the long-term projected growth rates for the relevant business unit, country or market in which the CGU or groups of CGUs operate;
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Earnings before finance costs, income taxes, depreciation and amortization (EBITDA), which is primarily driven by:
|- | --------------------------------------------------------------------------------------------------------------------

| |  | Sales growth rates, based on results over the past five years and our internal forecasts for the next five years;
| | - | -----------------------------------------------------------------------------------------------------------------

| |  | Crop input price benchmarks, based on internal and external market information;
| | - | -------------------------------------------------------------------------------

| |  | Profit margins, based on past experience and adjusted for expected changes; and
| | - | -------------------------------------------------------------------------------

| |  | Operating costs as a percentage of gross profit.
| | - | ------------------------------------------------



| | Capital expenditures;
|- | ---------------------



| | The interrelationships between sales, cost of product sold and working capital; and
|- | -----------------------------------------------------------------------------------



| | Achievement of cost savings from acquisitions.
|- | ----------------------------------------------



|                                                                        |  |  |      |  
|----------------------------------------------------------------------- |  |  | ---- | -
|Retail  Australia assumptions used in impairment testing               |  |  |     
|Pre-tax discount rate (%)                                               |  |  | 10.7 |  
|Terminal growth rate per annum (%)                                      |  |  | 2.5  |  
|Excess of recoverable amount over carrying amount                       |  |  | 61   |  
|Change that would result in carrying amount equal to recoverable amount |  |  |      |  
|Increase in pre-tax discount rate (%)                                   |  |  | 0.8  |  
|Decrease in long-term growth rate (%)                                   |  |  | (0.6 | )
|Decrease in forecasted EBITDA growth over forecast period (%)           |  |  | (1.8 | )

Key inputs to our test of Retail  North America included a pre-tax discount rate of 11.4 percent and a terminal growth rate per
annum of 2.5 percent. We do not believe that a reasonably possible change in any assumptions used in our calculation of the recoverable amount of Retail  North America would result in a recoverable amount being equal to the carrying amount.

Our annual impairment tests of goodwill determined that impairment did not exist in 2014. In 2013, we recorded an impairment charge of $220-million for Retail 
Australia.

13.  INVESTMENTS IN ASSOCIATES AND JOINT VENTURES



|                                             |  |              |     |  |      |  |     | 
|-------------------------------------------- |  | ------------ | --- |  | ---- |  | --- | 
|Investments in associates and joint ventures |  |              |     |  |      | 
|                                             |  | December 31, |    
|                                             |  | 2014         |     |  | 2013 | 
|Investments in associates                    |  |              | 338 |  |      |  | 367 | 
|Investments in joint ventures                |  |              | 238 |  |      |  | 272 | 
|                                             |  |              | 576 |  |      |  | 639 | 

ASSOCIATES



|                                                                                  |  |                  |              |  |              |  |    |          |  |  |              |  |  |      |     |  |  |  |     | 
|--------------------------------------------------------------------------------- |  | ---------------- | ------------ |  | ------------ |  | -- | -------- |  |  | ------------ |  |  | ---- | --- |  |  |  | --- | 
|Investments in associates                                                         |  |                  |              |  |              |  |    |          |  |  |              |  |  |      |    
|                                                                                  |  |                  |              |  |              |  |    |          |  |  | December 31, | 
|                                                                                  |  | Reporting period |              |  | Interest (%) |  |    | Location |  |  | 2014         |  |  | 2013 |    
|Misr Fertilizers Production Company S.A.E. (MOPCO), a private nitrogen producer |  |                  | September 30 |  |              |  | 26 |          |  |  | Egypt        |  |  |      | 264 |  |  |  | 289 | 
|Agricen LLC (formerly Advanced Microbial Solutions, L.L.C.) (a)                   |  |                  | November 30  |  |              |  | 30 |          |  |  | U.S.         |  |  |      |    |  |  |  | 31  | 
|Other                                                                             |  |                  |              |  |              |  |    |          |  |  |              |  |  |      | 74  |  |  |  | 47  | 
|                                                                                  |  |                  |              |  |              |  |    |          |  |  |              |  |  |      | 338 |  |  |  | 367 | 

|(a) | In 2014, we acquired an additional 40 percent equity interest in Agricen LLC. As a result, we have obtained control of and consolidated the entity.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------



106    AGRIUM 2014 ANNUAL REPORT



---

Future conditions, including conditions related to the fact that MOPCO operates in Egypt, which has been subject to
political instability and civil unrest, may restrict our ability to obtain dividends from MOPCO.

We have representation on MOPCOs Board of Directors as well as
employees who participate in management decision-making. Accordingly, we maintain significant influence over MOPCO. We record our share of the earnings of MOPCO on a one-quarter lag because financial statements of MOPCO are not available on the date
of issuance of our financial statements. We adjust for the effects of any significant unrecorded transactions or events between the period-end date of MOPCO and our fiscal year end date.



|                                          |  |              |       |   |      |  |       |  
|----------------------------------------- |  | ------------ | ----- | - | ---- |  | ----- | -
|Summarized financial information of MOPCO |  |              |       |   |      | 
|                                          |  | December 31, |      
|                                          |  | 2014         |       |   | 2013 | 
|Current assets                            |  |              | 72    |   |      |  | 142   |  
|Non-current assets                        |  |              | 1,706 |   |      |  | 1,673 |  
|                                          |  |              | 1,778 |   |      |  | 1,815 |  
|Current liabilities                       |  |              | 214   |   |      |  | 116   |  
|Non-current liabilities                   |  |              | 773   |   |      |  | 826   |  
|                                          |  |              | 987   |   |      |  | 942   |  
|Net assets of MOPCO                       |  |              | 791   |   |      |  | 873   |  
|Proportionate ownership interest in MOPCO |  |              | 206   |   |      |  | 227   |  
|Unamortized purchase price adjustment     |  |              | 58    |   |      |  | 62    |  
|Carrying amount of interest in MOPCO      |  |              | 264   |   |      |  | 289   |  
|                                          |  |             
|                                          |  | 2014         |       |   | 2013 | 
|Sales                                     |  |              | 155   |   |      |  | 258   |  
|Net earnings                              |  |              | 10    |   |      |  | 78    |  
|Total comprehensive income                |  |              | 10    |   |      |  | 78    |  
|Proportionate share of MOPCO income       |  |              | 3     |   |      |  | 20    |  
|Purchase price adjustment amortization    |  |              | (4    | ) |      |  | (3    | )
|(Loss) earnings from MOPCO                |  |              | (1    | ) |      |  | 17    |  

We own a one-third interest in Canpotex Limited, which exports the portion of our produced potash that Canpotex sells outside of Canada
and the United States. Canpotex is an industry association owned equally by us and two other producers of potash in Canada. We have significant influence through our ability to appoint directors to the board of Canpotex. We account for our
investment based on our economic interest of approximately 8 percent, which is our allocation of production capacity among the members of the association.

We are
contractually obligated to reimburse Canpotex for our 8 percent share of any operating losses or other liabilities incurred by Canpotex. We believe that the probability of conditions arising that would trigger this guarantee is remote.
Reimbursements, if any, are made from reductions of our cash receipts from Canpotex.

JOINT VENTURES



|                              |  |                  |             |  |              |  |    |          |  |              |  |  |      |  |  |  |     | 
|----------------------------- |  | ---------------- | ----------- |  | ------------ |  | -- | -------- |  | ------------ |  |  | ---- |  |  |  | --- | 
|Investments in joint ventures |  |                  |             |  |              |  |    |          |  |              |  |  |      | 
|                              |  | Reporting period |             |  | Interest (%) |  |    | Location |  | December 31, | 
|                              |  |                  |             |  |              |  |    |          |  | 2014         |  |  | 2013 | 
|Profertil S.A. (Profertil)  |  |                  | December 31 |  |              |  | 50 |          |  | Argentina    |  |  | 234  |  |  |  | 268 | 
|Other                         |  |                  |             |  |              |  |    |          |  |              |  |  | 4    |  |  |  | 4   | 
|                              |  |                  |             |  |              |  |    |          |  |              |  |  | 238  |  |  |  | 272 | 

We have a 50 percent ownership interest in Profertil (a joint venture with YPF S.A. (YPF)), a corporation based in Argentina.
Profertil is a producer and wholesale distributor of nitrogen crop nutrients. A contractual agreement between Agrium and YPF establishes joint control over Profertil and provides us with 50 percent of the voting rights. The Central Bank of Argentina
has imposed restrictions on allowing U.S. dollar funds to leave Argentina in the form of dividends or loan payments. Profertil has declared dividends to us that we have loaned back to the joint venture. The loans, which are unsecured and due in
2016, total $89-million (2013  $102-million) of which $76-million bears interest at 4.6 percent. We received $44-million of cash dividends during 2014 (2013  $23-million).



AGRIUM 2014 ANNUAL
REPORT    107



---

|                                               |  |              |     |   |      |  |     |  
|---------------------------------------------- |  | ------------ | --- | - | ---- |  | --- | -
|Summarized financial information of Profertil  |  |              |     |   |      | 
|                                               |  | December 31, |    
|                                               |  | 2014         |     |   | 2013 | 
|Current assets (a)                             |  |              | 226 |   |      |  | 302 |  
|Non-current assets                             |  |              | 630 |   |      |  | 545 |  
|                                               |  |              | 856 |   |      |  | 847 |  
|Current liabilities (b)                        |  |              | 228 |   |      |  | 334 |  
|Non-current liabilities (c)                    |  |              | 308 |   |      |  | 181 |  
|                                               |  |              | 536 |   |      |  | 515 |  
|Net assets of Profertil                        |  |              | 320 |   |      |  | 332 |  
|Proportionate share of net assets of Profertil |  |              | 160 |   |      |  | 166 |  
|Elimination of unrealized profit               |  |              | (1  | ) |      |  | (1  | )
|Loans and accrued interest (d)                 |  |              | 76  |   |      |  | 102 |  
|Other                                          |  |              | (1  | ) |      |  | 1   |  
|Carrying amount of interest in Profertil       |  |              | 234 |   |      |  | 268 |  

|(a) | Includes cash and cash equivalents of $106-million (December 31, 2013  $138-million).
|--- | --------------------------------------------------------------------------------------

|(b) | Includes current financial liabilities (excluding trade and other payables and provisions) of $70-million (December 31, 2013  $108-million).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------

|(c) | Includes non-current financial liabilities (excluding trade and other payables and provisions) of $220-million (December 31, 2013  $89-million).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | Dividends receivable of $13-million (2013  nil) are included in accounts receivable.
|--- | -------------------------------------------------------------------------------------



|                                        |  |      |     |  |      |  |     | 
|--------------------------------------- |  | ---- | --- |  | ---- |  | --- | 
|                                        |  | 2014 |     |  | 2013 | 
|Sales                                   |  |      | 469 |  |      |  | 561 | 
|Depreciation and amortization           |  |      | 30  |  |      |  | 32  | 
|Interest expense                        |  |      | 7   |  |      |  | 1   | 
|Income taxes                            |  |      | 42  |  |      |  | 73  | 
|Net earnings                            |  |      | 37  |  |      |  | 85  | 
|Total comprehensive income              |  |      | 37  |  |      |  | 85  | 
|Proportionate share of Profertil income |  |      | 18  |  |      |  | 43  | 
|Dividends received from Profertil       |  |      | 44  |  |      |  | 23  | 

Summarized financial information of associates and joint ventures represents amounts that investees have recorded in their financial
statements, adjusted for any fair value adjustments at acquisition and for differences in accounting policies.

TRANSACTIONS WITH ASSOCIATES AND JOINT
VENTURES



|                                |  |      |     |  |      |  |     | 
|------------------------------- |  | ---- | --- |  | ---- |  | --- | 
|                                |  | 2014 |     |  | 2013 | 
|For the year ended December 31, |  |      |     |  |      |  |     | 
|Sales to Canpotex               |  |      | 180 |  |      |  | 236 | 
|Purchases from MOPCO            |  |      | 25  |  |      |  | 46  | 
|Purchases from Profertil        |  |      | 67  |  |      |  | 78  | 
|As at December 31,              |  |      |     |  |      |  |     | 
|Amounts owed to Profertil       |  |      | 4   |  |      |  | 17  | 



108    AGRIUM 2014 ANNUAL REPORT



---

14.  OTHER ASSETS



|                           |  |              |     |  |      |  |     | 
|-------------------------- |  | ------------ | --- |  | ---- |  | --- | 
|Other current assets       |  |              |     |  |      | 
|                           |  | December 31, |    
|                           |  | 2014         |     |  | 2013 | 
|Other financial assets     |  |              |     |  |      |  |     | 
|Marketable securities (a)  |  |              | 94  |  |      |  | 104 | 
|Other                      |  |              | 28  |  |      |  |    | 
|                           |  |              | 122 |  |      |  | 104 | 
|                           |  |             
|Other assets               |  |              |     |  |      | 
|                           |  | December 31, |    
|                           |  | 2014         |     |  | 2013 | 
|Other financial assets     |  |              |     |  |      |  |     | 
|Investments                |  |              | 4   |  |      |  | 12  | 
|Receivables (b)            |  |              | 65  |  |      |  | 62  | 
|                           |  |              | 69  |  |      |  | 74  | 
|Other non-financial assets |  |              | 9   |  |      |  | 25  | 
|                           |  |              | 78  |  |      |  | 99  | 

|(a) | Comprised primarily of U.S. equities (16 percent), U.S. Government debt (28 percent), U.S. corporate debt (37 percent), international corporate debt (7 percent) and Canadian corporate debt (6 percent). All securities
are rated as investment grade or higher and are capable of liquidation within five trading days.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Unsecured term loan receivable bearing interest at 3.4 percent per annum, repayable $11-million annually until 2020.
|--- | --------------------------------------------------------------------------------------------------------------------

15.  DEBT



|                                  |  |          |      |  |              |  |      |              |  |  |          |   |  |  |       |  
|--------------------------------- |  | -------- | ---- |  | ------------ |  | ---- | ------------ |  |  | -------- | - |  |  | ----- | -
|                                  |  |          |      |  |              |  |      | December 31, | 
|                                  |  |          |      |  |              |  |      |              |  |  | 2014     |   |  |  | 2013  |  
|                                  |  | Maturity |      |  | Rate (%) (a) |  |      | Utilized     |  |  | Utilized |  
|Short-term debt                   |  |          |      |  |              |  |      |              |  |  |          |   |  |  |       |  
|Commercial paper (b)              |  |          | 2015 |  |              |  | 0.47 |              |  |  | 1,117    |   |  |  | 503   |  
|Credit facilities (c)(d)          |  |          |      |  |              |  | 2.81 |              |  |  | 410      |   |  |  | 261   |  
|                                  |  |          |      |  |              |  |      |              |  |  | 1,527    |   |  |  | 764   |  
|Long-term debt                    |  |          |      |  |              |  |      |              |  |  |          |   |  |  |       |  
|Floating rate bank loans          |  |          | 2015 |  |              |  |      |              |  |  | 11       |   |  |  | 62    |  
|Fixed rate bank loans             |  |          | 2016 |  |              |  |      |              |  |  | 12       |   |  |  |      |  
|7.7% debentures (e)               |  |          | 2017 |  |              |  |      |              |  |  | 100      |   |  |  | 100   |  
|6.75% debentures (e)              |  |          | 2019 |  |              |  |      |              |  |  | 500      |   |  |  | 500   |  
|3.15% debentures (e)              |  |          | 2022 |  |              |  |      |              |  |  | 500      |   |  |  | 500   |  
|3.5% debentures (e)               |  |          | 2023 |  |              |  |      |              |  |  | 500      |   |  |  | 500   |  
|7.8% debentures (e)               |  |          | 2027 |  |              |  |      |              |  |  | 125      |   |  |  | 125   |  
|7.125% debentures (e)             |  |          | 2036 |  |              |  |      |              |  |  | 300      |   |  |  | 300   |  
|6.125% debentures (e)             |  |          | 2041 |  |              |  |      |              |  |  | 500      |   |  |  | 500   |  
|4.9% debentures (e)               |  |          | 2043 |  |              |  |      |              |  |  | 500      |   |  |  | 500   |  
|5.25% debentures (e)              |  |          | 2045 |  |              |  |      |              |  |  | 500      |   |  |  |      |  
|Other                             |  |          |      |  |              |  |      |              |  |  | 64       |   |  |  | 73    |  
|                                  |  |          |      |  |              |  |      |              |  |  | 3,612    |   |  |  | 3,160 |  
|Unamortized transaction costs     |  |          |      |  |              |  |      |              |  |  | (42      | ) |  |  | (36   | )
|Current portion of long-term debt |  |          |      |  |              |  |      |              |  |  | (11      | ) |  |  | (58   | )
|                                  |  |          |      |  |              |  |      |              |  |  | 3,559    |   |  |  | 3,066 |  

|(a) | Weighted average rates at December 31, 2014.
|--- | --------------------------------------------

|(b) | Program maximum U.S. $2.5-billion. Amounts borrowed under the commercial paper program reduce our borrowing capacity under the multi-jurisdictional facility.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | Short-term debt is unsecured and consists of U.S. dollar-denominated debt of $274-million, euro-denominated debt of $109-million and other debt of $27-million (2013  $52-million, $180-million and $29-million).
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | Total capacity available on our multi-jurisdictional revolving credit facility, which expires in 2019, is $2.5-billion.
|--- | -----------------------------------------------------------------------------------------------------------------------

|(e) | Debentures have various provisions that allow redemption prior to maturity, at our option, at specified prices.
|--- | ---------------------------------------------------------------------------------------------------------------



AGRIUM 2014 ANNUAL
REPORT    109



---

|                              |  |              |        |  
|----------------------------- |  | ------------ | ------ | -
|Debt capacity available       |  |              |       
|                              |  | December 31, |       
|                              |  | 2014         |       
|Multi-jurisdictional facility |  |              | 2,500  |  
|European facilities           |  |              | 242    |  
|South American facilities     |  |              | 125    |  
|Australian facilities         |  |              | 22     |  
|                              |  |              | 2,889  |  
|Short-term debt drawn         |  |              | (1,527 | )
|Letters of credit issued      |  |              | (1     | )
|Debt capacity available       |  |              | 1,361  |  

16.  ACCOUNTS PAYABLE



|                                 |  |              |       |  |      |  |       | 
|-------------------------------- |  | ------------ | ----- |  | ---- |  | ----- | 
|                                 |  | December 31, |      
|                                 |  | 2014         |       |  | 2013 | 
|Trade                            |  |              | 1,470 |  |      |  | 1,418 | 
|Customer prepayments             |  |              | 1,505 |  |      |  | 1,420 | 
|Accrued liabilities              |  |              | 921   |  |      |  | 838   | 
|Other taxes                      |  |              | 25    |  |      |  | 33    | 
|Accrued interest                 |  |              | 53    |  |      |  | 48    | 
|Dividends                        |  |              | 112   |  |      |  | 108   | 
|Derivative financial instruments |  |              | 18    |  |      |  | 2     | 
|Share-based payments             |  |              | 93    |  |      |  | 118   | 
|                                 |  |              | 4,197 |  |      |  | 3,985 | 

17.  POST-EMPLOYMENT BENEFITS



|                                               |  |              |     |  |      |  |     | 
|---------------------------------------------- |  | ------------ | --- |  | ---- |  | --- | 
|                                               |  | December 31, |    
|                                               |  | 2014         |     |  | 2013 | 
|Defined benefit pension plan obligations       |  |              | 73  |  |      |  | 66  | 
|Other post-employment benefit plan obligations |  |              | 78  |  |      |  | 69  | 
|                                               |  |              | 151 |  |      |  | 135 | 

Agriums defined benefit pension plans provide pension benefits at retirement based on years of service and final average salary
contributions. We sponsor post-employment pension and medical plans subject to broadly similar regulatory frameworks in Canada and the United States. For funded plans, we contribute to trustee-administered plans that are legally separate from
Agrium. Regulations in each country govern the administration of assets that we hold in trust for the plans. We are responsible for governance, which includes oversight of all aspects of the plans, including investment and contribution decisions.
Our pension committee assists in managing the plans, including the appointment of independent trustees, actuaries and investment professionals. Fewer than 15 percent of our employees are members of defined benefit pension plans. Entitlement to
benefits is generally conditional on the employee remaining in service for a minimum period or reaching a specified age. We engage a qualified actuary to perform calculations of our net benefit obligations using the projected unit credit method.

Post-employment benefit plans expose us to actuarial risks such as longevity risk, interest rate risk and market (investment) risk. We fund the cost of the
registered and qualified defined benefit pension plans based on minimum statutory requirements. Our contributions include the cost of any current year accrual and any amortized payments relating to past service. We have the right to increase
contributions beyond the minimum requirement. We do not fund the majority of pension obligations for executive plans. Employees cannot contribute to the defined benefit pension plans. The estimated contribution to fund our defined benefit plans for
2015 is $8-million.



110    AGRIUM 2014 ANNUAL REPORT



---

|                                                                      |  |                              |     |   |                                     |  |     |      |  |  |      |   |  |  |     |  
|--------------------------------------------------------------------- |  | ---------------------------- | --- | - | ----------------------------------- |  | --- | ---- |  |  | ---- | - |  |  | --- | -
|Continuity of plan assets and obligations                             |  |                              |     |   |                                     |  |     |      |  |  |      |  
|                                                                      |  | Defined benefitpension plans |     |   | Other post-employment
benefit plans | 
|                                                                      |  | 2014                         |     |   | 2013                                |  |     | 2014 |  |  | 2013 |  
|Change in plan obligations                                            |  |                              |     |   |                                     |  |     |      |  |  |      |   |  |  |     |  
|Balance, beginning of year                                            |  |                              | 324 |   |                                     |  | 302 |      |  |  | 69   |   |  |  | 77  |  
|Obligations associated with business acquisitions                     |  |                              |    |   |                                     |  | 44  |      |  |  |     |   |  |  |    |  
|Foreign currency translation on Canadian obligations                  |  |                              | (19 | ) |                                     |  | (12 | )    |  |  | (4   | ) |  |  | (4  | )
|Employee contributions                                                |  |                              |    |   |                                     |  |    |      |  |  | 1    |   |  |  | 1   |  
|Interest cost                                                         |  |                              | 14  |   |                                     |  | 12  |      |  |  | 3    |   |  |  | 3   |  
|Service cost                                                          |  |                              | 6   |   |                                     |  | 8   |      |  |  | 3    |   |  |  | 3   |  
|Actuarial (gain) loss arising from liability experience adjustments   |  |                              | (2  | ) |                                     |  | 5   |      |  |  |     |   |  |  |    |  
|Actuarial loss (gain) arising from changes in demographic assumptions |  |                              | 10  |   |                                     |  | 7   |      |  |  | (2   | ) |  |  | 2   |  
|Actuarial loss (gain) arising from changes in financial assumptions   |  |                              | 38  |   |                                     |  | (31 | )    |  |  | 11   |   |  |  | (10 | )
|Benefits paid                                                         |  |                              | (17 | ) |                                     |  | (11 | )    |  |  | (3   | ) |  |  | (3  | )
|Balance, end of year                                                  |  |                              | 354 |   |                                     |  | 324 |      |  |  | 78   |   |  |  | 69  |  
|Arising from:                                                         |  |                              |     |   |                                     |  |     |      |  |  |      |   |  |  |     |  
|Funded plans                                                          |  |                              | 299 |   |                                     |  | 272 |      |  |  |     |   |  |  |    |  
|Unfunded plans                                                        |  |                              | 55  |   |                                     |  | 52  |      |  |  | 78   |   |  |  | 69  |  
|                                                                      |  |                              | 354 |   |                                     |  | 324 |      |  |  | 78   |   |  |  | 69  |  
|Change in plan assets                                                 |  |                              |     |   |                                     |  |     |      |  |  |      |   |  |  |     |  
|Fair value, beginning of year                                         |  |                              | 258 |   |                                     |  | 195 |      |  |  |     |   |  |  |    |  
|Assets associated with business acquisitions                          |  |                              |    |   |                                     |  | 43  |      |  |  |     |   |  |  |    |  
|Foreign currency translation on Canadian assets                       |  |                              | (14 | ) |                                     |  | (7  | )    |  |  |     |   |  |  |    |  
|Return on plan assets  interest                                      |  |                              | 11  |   |                                     |  | 8   |      |  |  |     |   |  |  |    |  
|Return on plan assets  excluding interest                            |  |                              | 24  |   |                                     |  | 18  |      |  |  |     |   |  |  |    |  
|Employer contributions                                                |  |                              | 16  |   |                                     |  | 13  |      |  |  |     |   |  |  |    |  
|Employee contributions                                                |  |                              |    |   |                                     |  |    |      |  |  | 1    |   |  |  | 1   |  
|Benefits paid                                                         |  |                              | (14 | ) |                                     |  | (12 | )    |  |  | (1   | ) |  |  | (1  | )
|Fair value, end of year                                               |  |                              | 281 |   |                                     |  | 258 |      |  |  |     |   |  |  |    |  
|Unfunded status and provision for post-employment benefits            |  |                              | 73  |   |                                     |  | 66  |      |  |  | 78   |   |  |  | 69  |  
|Present value of defined benefit obligation                           |  |                              | 432 |   |                                     |  | 393 |      |  |  |      |   |  |  |     |  
|Fair value of plan assets                                             |  |                              | 281 |   |                                     |  | 258 |      |  |  |      |   |  |  |     |  
|Deficit in the plans                                                  |  |                              | 151 |   |                                     |  | 135 |      |  |  |      |   |  |  |     |  



AGRIUM 2014 ANNUAL
REPORT    111



---

|                                                               |  |      |    |  |      |  |     |  
|-------------------------------------------------------------- |  | ---- | -- |  | ---- |  | --- | -
|Actuarial calculations of expense                              |  |      |    |  |      | 
|                                                               |  | 2014 |    |  | 2013 | 
|Defined benefit pension plans                                  |  |      |    |  |      |  |     |  
|Service cost for benefits earned during the year               |  |      | 6  |  |      |  | 8   |  
|Interest cost on accrued benefit obligations                   |  |      | 3  |  |      |  | 5   |  
|Expected return on plan assets                                 |  |      |   |  |      |  | (1  | )
|Net amortization and deferral                                  |  |      |   |  |      |  | 2   |  
|Other                                                          |  |      | 1  |  |      |  |    |  
|Net expense                                                    |  |      | 10 |  |      |  | 14  |  
|Other post-employment benefit plans                            |  |      |    |  |      |  |     |  
|Service cost for benefits earned during the year               |  |      | 3  |  |      |  | 3   |  
|Interest cost on accrued benefit obligations                   |  |      | 3  |  |      |  | 3   |  
|Net expense                                                    |  |      | 6  |  |      |  | 6   |  
|Defined contribution pension plans                             |  |      | 57 |  |      |  | 56  |  
|Total expense                                                  |  |      | 73 |  |      |  | 76  |  
|                                                               |  |     
|Expense line items                                             |  |      |    |  |      | 
|                                                               |  | 2014 |    |  | 2013 | 
|Cost of product sold                                           |  |      | 38 |  |      |  | 39  |  
|General and administrative                                     |  |      | 26 |  |      |  | 26  |  
|Other expenses                                                 |  |      | 3  |  |      |  | 6   |  
|Other finance costs                                            |  |      | 6  |  |      |  | 5   |  
|                                                               |  |      | 73 |  |      |  | 76  |  
|                                                               |  |     
|Actuarial loss (gain) recognized in other comprehensive income |  |      |    |  |      | 
|                                                               |  | 2014 |    |  | 2013 | 
|Cumulative balance, beginning of year                          |  |      | 42 |  |      |  | 87  |  
|Actuarial loss (gain) recognized during the year               |  |      | 31 |  |      |  | (45 | )
|Cumulative balance, end of year                                |  |      | 73 |  |      |  | 42  |  

ASSUMPTIONS AND SENSITIVITIES



|                                            |  |                            |     |  |                         |  |     |      |  |  |      |  |  |  |   | 
|------------------------------------------- |  | -------------------------- | --- |  | ----------------------- |  | --- | ---- |  |  | ---- |  |  |  | - | 
|Actuarial assumptions(percent)              |  |                            |     |  |                         |  |     |      |  |  |      | 
|                                            |  | Future benefits obligation |     |  | Future benefits expense | 
|(expressed as weighted averages)            |  | 2014                       |     |  | 2013                    |  |     | 2014 |  |  | 2013 | 
|Defined benefit pension plans               |  |                            |     |  |                         |  |     |      |  |  |      |  |  |  |   | 
|Discount rate                               |  |                            | 4   |  |                         |  | 5   |      |  |  | 5    |  |  |  | 4 | 
|Expected long-term rate of return on assets |  |                            | N/A |  |                         |  | N/A |      |  |  | 6    |  |  |  | 6 | 
|Rate of increase in compensation levels     |  |                            | 3   |  |                         |  | 4   |      |  |  | 4    |  |  |  | 4 | 
|Other post-employment benefit plans         |  |                            |     |  |                         |  |     |      |  |  |      |  |  |  |   | 
|Discount rate                               |  |                            | 4   |  |                         |  | 5   |      |  |  | 5    |  |  |  | 4 | 

We base the rate used to discount liabilities on high-quality (minimum rating of AA) fixed income investments with cash flows that match
the currency, timing and amount of the expected cash flows of the plans. We base the expected long-term rate of return on assets on long-term expectations of inflation, along with the expected long-term real return for each asset class, weighted in
accordance with the stated investment policy for the plans. We base expectations of real returns and inflation on a combination of current market conditions, historical capital market data and future expectations. We base assumptions about life
expectancy on actuarial mortality tables published in Canada and the United States.



112    AGRIUM 2014 ANNUAL REPORT



---

|                                                                     |  |                            |      |   |          |  |      |  
|-------------------------------------------------------------------- |  | -------------------------- | ---- | - | -------- |  | ---- | -
|Assumed and ultimate health care cost trend rates                    |  |                            |      |   |          | 
|                                                                     |  | 2014                       |      |   | 2013     | 
|Health care cost trend rate assumed for the next fiscal year (%)     |  |                            | 7    |   |          |  | 7    |  
|Ultimate health care cost trend rate (%)                             |  |                            | 5    |   |          |  | 5    |  
|Fiscal year the rate reaches the ultimate trend rate                 |  |                            | 2021 |   |          |  | 2018 |  
|                                                                     |  |                           
|Mortality assumptions per latest available standard mortality tables |  |                            |      |   |          | 
|                                                                     |  | 2014                       |      |   | 2013     | 
|Average life expectancy  currently aged 65 years (2013  65 years)  |  |                            |      |   |          |  |      |  
|Male                                                                 |  |                            | 22   |   |          |  | 21   |  
|Female                                                               |  |                            | 24   |   |          |  | 23   |  
|                                                                     |  |                           
|Sensitivity analysis                                                 |  |                            |      |   |          | 
|                                                                     |  | Defined benefit obligation |     
|                                                                     |  | Increase                   |      |   | Decrease | 
|Discount rate  impact of 1% movement                                |  |                            | (59  | ) |          |  | 72   |  
|Health care cost trend rate  impact of 1% movement                  |  |                            | 12   |   |          |  | (9   | )
|Longevity  impact of one year increase in life expectancy           |  |                            | 11   |   |          |  | N/A  |  
|Per capita claims cost  impact of 1% movement                       |  |                            | 1    |   |          |  | (1   | )
|                                                                     |  |                           
|Duration of benefit obligation(years)                                |  |                            |      |   |          | 
|                                                                     |  | 2014                       |      |   | 2013     | 
|Active members                                                       |  |                            | 18   |   |          |  | 17   |  
|Retired members                                                      |  |                            | 11   |   |          |  | 10   |  
|Average duration of the benefit obligation                           |  |                            | 14   |   |          |  | 13   |  

ASSET ALLOCATION AND INVESTMENT STRATEGY

Our investment objective for our defined benefit plans is to maximize long-term return on plan assets using a mix of equities and fixed income investments while managing
an appropriate level of risk. It is our policy not to invest in commodities, precious metals, mineral rights, bullion or collectibles. We may use derivative financial instruments to create a desirable asset mix position, adjust the duration of a
fixed income portfolio, replicate the investment performance of interest rates or a recognized capital market index, manage currency exposure and reduce risk. We do not use derivative financial instruments to create exposures to securities that our
investment policy would not permit.



|                                         |  |                   |    |  |             |  |    |      |  |  |    | 
|---------------------------------------- |  | ----------------- | -- |  | ----------- |  | -- | ---- |  |  | -- | 
|Defined benefit plans  asset allocation |  |                   |    |  |             |  |    |      | 
|                                         |  | Target allocation |    |  | Plan assets | 
|Asset categories (percent)               |  | 2015              |    |  | 2014        |  |    | 2013 | 
|Equity securities                        |  |                   | 54 |  |             |  |    |      |  |  |    | 
|Canadian equity funds                    |  |                   |    |  |             |  | 15 |      |  |  | 21 | 
|U.S. equity funds                        |  |                   |    |  |             |  | 24 |      |  |  | 23 | 
|International equity funds               |  |                   |    |  |             |  | 13 |      |  |  | 12 | 
|Emerging market equity funds             |  |                   |    |  |             |  | 3  |      |  |  | 3  | 
|Debt securities                          |  |                   | 44 |  |             |  |    |      |  |  |    | 
|Canadian debt securities                 |  |                   |    |  |             |  | 31 |      |  |  | 28 | 
|U.S. debt securities                     |  |                   |    |  |             |  | 12 |      |  |  | 11 | 
|Cash and other                           |  |                   | 2  |  |             |  | 2  |      |  |  | 2  | 



|                                                                                     |  |                        |                   |  |                    |  |                   | 
|------------------------------------------------------------------------------------ |  | ---------------------- | ----------------- |  | ------------------ |  | ----------------- | 
|Defined benefit plans  effective date of most recent valuation for funding purposes |  |                        |                   |  |                    | 
|                                                                                     |  | Current effective date |                   |  | Next required date | 
|Canadian plans                                                                       |  |                        | December 31, 2011 |  |                    |  | December 31, 2014 | 
|                                                                                     |  |                        | December 31, 2013 |  |                    |  | December 31, 2016 | 
|U.S. plans                                                                           |  |                        | January 1, 2014   |  |                    |  | January 1, 2015   | 



AGRIUM 2014 ANNUAL
REPORT    113



---

18.  OTHER PROVISIONS



|                                                        |  |                             |     |   |                    |  |     |            |  |  |       |   |  |  |     |  
|------------------------------------------------------- |  | --------------------------- | --- | - | ------------------ |  | --- | ---------- |  |  | ----- | - |  |  | --- | -
|December 31, 2014                                       |  |                             |     |   |                    |  |     |            |  |  |       |  
|                                                        |  | Environmentalremediation(a) |     |   | Assetretirement(b) |  |     | Litigation |  |  | Total |  
|December 31, 2013                                       |  |                             | 165 |   |                    |  | 314 |            |  |  | 59    |   |  |  | 538 |  
|Additional provisions or changes in estimates (note 23) |  |                             | 29  |   |                    |  | (33 | )          |  |  | 16    |   |  |  | 12  |  
|Draw-downs                                              |  |                             | (22 | ) |                    |  | (12 | )          |  |  | (18   | ) |  |  | (52 | )
|Reversals                                               |  |                             |    |   |                    |  | (1  | )          |  |  | (16   | ) |  |  | (17 | )
|Accretion                                               |  |                             | 3   |   |                    |  | 9   |            |  |  |      |   |  |  | 12  |  
|Other adjustments                                       |  |                             | (1  | ) |                    |  | 5   |            |  |  |      |   |  |  | 4   |  
|Foreign currency translation                            |  |                             | (5  | ) |                    |  | (11 | )          |  |  | (1    | ) |  |  | (17 | )
|December 31, 2014                                       |  |                             | 169 |   |                    |  | 271 |            |  |  | 40    |   |  |  | 480 |  
|Current portion                                         |  |                             | 59  |   |                    |  | 14  |            |  |  | 40    |   |  |  | 113 |  
|Non-current portion                                     |  |                             | 110 |   |                    |  | 257 |            |  |  |      |   |  |  | 367 |  
|                                                        |  |                             | 169 |   |                    |  | 271 |            |  |  | 40    |   |  |  | 480 |  

|(a) | We estimate that we will settle our environmental remediation liabilities between 2015 and 2038. We discount obligations using rates ranging from 0.65 percent to 4.19 percent (2013  0.65 percent to 4.50 percent).
Provisions include $44-million for our Idaho phosphate mining and processing sites. No individual site provision is material.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Mining, extraction, processing and distribution activities result in asset retirement obligations in the normal course of operations. Obligations include closure, dismantlement, site restoration or other legal or
constructive obligations for termination and retirement of assets. Expenditures may occur before and after closure. We expect to incur expenditures for the obligations over the next 40 years with the exception of those for our potash operations,
which we expect to occur after 100 years. Timing of expenditures depends on a number of factors, such as the life and nature of the asset, legal requirements and technology. We estimate obligations using discount rates ranging from 1.57 percent to
4.55 percent (2013  1.57 percent to 4.55 percent). Provisions include $128-million for our Idaho phosphate mining and processing sites. No other site provision is material.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

19.  OTHER LIABILITIES



|                                 |  |              |    |  |      |  |    | 
|-------------------------------- |  | ------------ | -- |  | ---- |  | -- | 
|                                 |  | December 31, |   
|                                 |  | 2014         |    |  | 2013 | 
|Other financial liabilities      |  |              |    |  |      |  |    | 
|Derivative financial instruments |  |              | 22 |  |      |  |   | 
|Other                            |  |              | 17 |  |      |  | 24 | 
|                                 |  |              | 39 |  |      |  | 24 | 
|Other non-financial liabilities  |  |              |    |  |      |  |    | 
|Share-based payments             |  |              | 30 |  |      |  | 35 | 
|                                 |  |              | 69 |  |      |  | 59 | 

20.  SHARE-BASED PAYMENTS



|                                                             |  |                                                 |  |                                             |  |                                            |  |          |  |                                               
|------------------------------------------------------------ |  | ----------------------------------------------- |  | ------------------------------------------- |  | ------------------------------------------ |  | -------- |  | ----------------------------------------------
|Plan features                                                |  |                                                 |  |                                             |  |                                            |  |          |  |                                               
|Form of payment                                              |  | Eligibility                                     |  | Granted                                     |  | Vesting period                             |  | Term     |  | Settlement                                    
|Stock Options and Tandem Stock Appreciation Rights (TSARs) |  | Officers and employees                          |  | Annually                                    |  | 25% per year over four years               |  | 10 years |  | Cash or shares at holders discretion         
|                                                             |  |                                                 |  |                                             | 
|Stock Appreciation Rights (SARs)                           |  | Certain employees outside Canada                |  | Annually                                    |  | 25% per year over four years               |  | 10 years |  | Cash                                          
|                                                             |  |                                                 |  |                                             | 
|Performance Share Units (PSUs)                             |  | Executive officers and other eligible employees |  | Annually                                    |  | On the third anniversary of the grant date |  | N/A      |  | Cash                                          
|                                                             |  |                                                 |  |                                             | 
|Director Deferred Share Units (DSUs)                       |  | Directors                                       |  | At the discretion of the Board of Directors |  | Fully vested upon grant                    |  | N/A      |  | In cash on directors departure from the Board



114    AGRIUM 2014 ANNUAL REPORT



---

We grant stock-based compensation to employees and directors under our Stock Option Plan in accordance with our compensation
policies. Cash settlement of TSARs and SARs allows a holder to choose to receive the price of our shares on the NYSE on the date of exercise in excess of the exercise price of the right. Our past experience and future expectation is that
substantially all option holders will elect to exercise their options as a SAR, surrendering their options and receiving settlement in cash.

Each PSU confers a right
to receive a cash payment of the fair market value of a common share of Agrium at the vesting date. Holders of all forms of share-based payments are entitled to the value of dividends paid on common shares in the form of additional rights or units.
The Board may grant DSUs to non-executive directors, and directors may elect to receive a portion or all of their directors fees in DSUs.

STOCK
OPTION AND STOCK APPRECIATION RIGHTS PLANS



|                                                                                                    |  |       |       |   |                |  |       |       |  |  |                |   |  |  |        | 
|--------------------------------------------------------------------------------------------------- |  | ----- | ----- | - | -------------- |  | ----- | ----- |  |  | -------------- | - |  |  | ------ | 
|Stock option and SAR activity(number of units in thousands;
weighted average price in U.S. dollars) |  |       |       |  
|                                                                                                    |  | 2014  |       |   | 2013           | 
|                                                                                                    |  | Units |       |   | Exercise price |  |       | Units |  |  | Exercise price |  
|Outstanding, beginning of year                                                                      |  |       | 2,592 |   |                |  | 65.62 |       |  |  | 2,529          |   |  |  | 53.45  | 
|Granted                                                                                             |  |       | 582   |   |                |  | 90.53 |       |  |  | 518            |   |  |  | 101.17 | 
|Forfeited                                                                                           |  |       | (44   | ) |                |  | 95.37 |       |  |  | (18            | ) |  |  | 99.98  | 
|Exercised                                                                                           |  |       | (940  | ) |                |  | 41.23 |       |  |  | (427           | ) |  |  | 34.68  | 
|Expired                                                                                             |  |       | (5    | ) |                |  | 98.96 |       |  |  | (10            | ) |  |  | 86.72  | 
|Outstanding, end of year (a)                                                                        |  |       | 2,185 |   |                |  | 82.06 |       |  |  | 2,592          |   |  |  | 65.62  | 
|Exercisable, end of year                                                                            |  |       | 1,204 |   |                |  | 73.05 |       |  |  | 1,890          |   |  |  | 55.22  | 
|Maximum available for future grants, end of year                                                    |  |       | 5,208 |   |                |  |       |       |  |  | 783            |   |  |  |        | 
|Cash received from equity-settled awards                                                            |  |       |       |   |                |  | 1     |       |  |  |                |   |  |  | 2      | 
|Weighted average fair value of outstanding                                                          |  |       |       |   |                |  | 33.42 |       |  |  |                |   |  |  | 40.26  | 
|Weighted average share price at exercise date                                                       |  |       |       |   |                |  | 96.39 |       |  |  |                |   |  |  | 99.55  | 

|(a) | Includes 1.694 million options with attached stock appreciation rights (2013  2.183 million).
|--- | ----------------------------------------------------------------------------------------------



|                                                                                                                                      |  |                           |   |  |                     |  |       |               |  |  |        |  |  |               |       |  |  |  |        | 
|------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- | - |  | ------------------- |  | ----- | ------------- |  |  | ------ |  |  | ------------- | ----- |  |  |  | ------ | 
|Stock options and SARs outstanding                                                                                                    |  |                           |   |  |                     |  |       |               |  |  |        |  |  |               |      
|(number of units in thousands; weighted average remaining contractual life in years; weighted average exercise price in
U.S. dollars) | 
|At December 31, 2014                                                                                                                  |  | Options outstanding       |   |  | Options exercisable | 
|Range of exercise prices                                                                                                              |  | Remainingcontractual life |   |  | Units               |  |       | Exerciseprice |  |  | Units  |  |  | Exerciseprice |      
|Less than $68.65                                                                                                                      |  |                           | 4 |  |                     |  | 482   |               |  |  | 49.13  |  |  |               | 482   |  |  |  | 49.13  | 
|$68.66 to $88.80                                                                                                                      |  |                           | 5 |  |                     |  | 474   |               |  |  | 82.75  |  |  |               | 359   |  |  |  | 80.99  | 
|$88.81 to $90.83                                                                                                                      |  |                           | 9 |  |                     |  | 564   |               |  |  | 90.53  |  |  |               | 1     |  |  |  | 89.33  | 
|$90.84 to $97.64                                                                                                                      |  |                           | 5 |  |                     |  | 190   |               |  |  | 91.14  |  |  |               | 151   |  |  |  | 91.14  | 
|$97.65 to $103.45                                                                                                                     |  |                           | 7 |  |                     |  | 475   |               |  |  | 101.17 |  |  |               | 211   |  |  |  | 101.15 | 
|                                                                                                                                      |  |                           | 6 |  |                     |  | 2,185 |               |  |  | 82.06  |  |  |               | 1,204 |  |  |  | 73.05  | 

PERFORMANCE SHARE UNITS

PSUs vest based
on total shareholder return over a three-year performance cycle, compared to the average quarterly total shareholder return of a peer group of companies over the same period. We base the value of each PSU granted on the average closing price of our
common shares on the NYSE during the last five days of the three-year cycle.



|                                           |  |      |       |   |      |  |       |  
|------------------------------------------ |  | ---- | ----- | - | ---- |  | ----- | -
|PSU activity(number of units in thousands) |  |      |       |   |      | 
|                                           |  | 2014 |       |   | 2013 | 
|Outstanding, beginning of year             |  |      | 629   |   |      |  | 601   |  
|Granted                                    |  |      | 254   |   |      |  | 237   |  
|Forfeited                                  |  |      | (86   | ) |      |  | (46   | )
|Exercised                                  |  |      | (174  | ) |      |  | (163  | )
|Outstanding, end of year                   |  |      | 623   |   |      |  | 629   |  
|Weighted average fair value of outstanding |  |      | 97.81 |   |      |  | 72.72 |  



AGRIUM 2014 ANNUAL
REPORT    115



---

OTHER INFORMATION



|                                                  |  |              |     |  |      |  |     |  
|------------------------------------------------- |  | ------------ | --- |  | ---- |  | --- | -
|Compensation expense (recovery) by plan           |  |              |     |  |      | 
|                                                  |  | 2014         |     |  | 2013 | 
|Stock options and TSARs                           |  |              | 18  |  |      |  | (11 | )
|SARs                                              |  |              | 3   |  |      |  | (3  | )
|PSUs                                              |  |              | 24  |  |      |  | 5   |  
|DSUs                                              |  |              | 5   |  |      |  | 2   |  
|                                                  |  |              | 50  |  |      |  | (7  | )
|                                                  |  |             
|Liabilities for cash-settled plans                |  |              |     |  |      | 
|                                                  |  | December 31, |    
|                                                  |  | 2014         |     |  | 2013 | 
|Total fair value liability for cash-settled plans |  |              | 123 |  |      |  | 153 |  
|Total intrinsic liability for cash-settled plans  |  |              | 83  |  |      |  | 119 |  

At December 31, 2014, unrecognized compensation expense for unvested awards was $28-million. During 2014, we settled $70-million of
awards in cash.

VALUATION MODELS

We determine the fair value of
TSARs and SARs using a Black-Scholes model and the fair value of PSUs using a Monte Carlo simulation model. We estimate expected annual volatility taking into consideration historic share price volatility.



|                                   |  |              |       |  |      |  |       | 
|---------------------------------- |  | ------------ | ----- |  | ---- |  | ----- | 
|Valuation model inputs             |  |              |       |  |      | 
|                                   |  | December 31, |      
|                                   |  | 2014         |       |  | 2013 | 
|Grant price (U.S. dollars)         |  |              | 81.24 |  |      |  | 67.82 | 
|Share price (U.S. dollars)         |  |              | 94.72 |  |      |  | 91.48 | 
|Expected annual volatility (%)     |  |              | 33.57 |  |      |  | 35.62 | 
|Risk-free interest rate (%)        |  |              | 1.48  |  |      |  | 1.55  | 
|Expected annual dividend yield (%) |  |              | 3.29  |  |      |  | 3.28  | 
|Expected life (years)              |  |              | 6     |  |      |  | 5     | 
|Forfeiture rate (%)                |  |              | 4.04  |  |      |  |      | 



116    AGRIUM 2014 ANNUAL REPORT



---

21.  FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

A)     FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

In the normal course of business, our balance sheet, results of operations and cash flows are exposed to various risks. Annually, the Board approves a strategic plan that
takes into account the opportunities and major risks of our business and mitigating factors to reduce these risks. The Board sets upper limits on the time periods and transactional and balance sheet exposures that management can manage. Our
Corporate Financial Risk Committee reviews risk management policies and procedures annually, and monitors compliance with these limits and associated exposure management activity. We manage risk in accordance with our Global Exposure Management
Policy. The objective of the policy is to reduce volatility in cash flows and earnings. We hold all derivative financial instruments for risk management purposes only. Risks that we manage include:



|                                                                                                                                          |  |                                                                                                                                                 |  |                                                                                                                                                                                
|----------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Item                                                                                                                                      |  | Affected by                                                                                                                                     |  | Risk management policies                                                                                                                                                       
|Sales                                                                                                                                     |  | Product prices and foreign currency exchange rates                                                                                              |  | Foreign currency forward and swap contracts                                                                                                                                    
|                                                                                                                                          |  |                                                                                                                                                
|Cost of product sold  natural gas and power                                                                                              |  | Prices of natural gas and power                                                                                                                 |  | Natural gas forward, swap and option contracts; power swap contracts                                                                                                           
|                                                                                                                                          |  |                                                                                                                                                
|Cost of product sold  product purchased for resale                                                                                       |  | Prices of nutrients purchased for resale                                                                                                        |  | Nutrient swaps and fixed price product purchase commitments                                                                                                                    
|                                                                                                                                          |  |                                                                                                                                                
|Selling, general and administrative, and other expenses denominated in local currencies                                                   |  | Foreign currency exchange rates                                                                                                                 |  | Foreign currency forward and swap contracts                                                                                                                                    
|                                                                                                                                          |  |                                                                                                                                                
|Capital expenditures                                                                                                                      |  | Foreign currency exchange rates                                                                                                                 |  | Foreign currency forward and swap contracts                                                                                                                                    
|                                                                                                                                          |  |                                                                                                                                                
|Interest expense                                                                                                                          |  | USD, EUR and AUD interest rates                                                                                                                 |  | Maintaining a combination of fixed and floating rate debt; interest rate swaps to manage risk for up to 10 years                                                               
|                                                                                                                                          |  |                                                                                                                                                
|Financial instruments                                                                                                                     |  |                                                                                                                                                 |  |                                                                                                                                                                                
|                                                                                                                                          |  |                                                                                                                                                
|Market risk  currency risk                                                                                                               |  | USD balances in Canadian, Australian, European and South American subsidiaries; foreign currencies held in U.S. dollar-denominated subsidiaries |  | Foreign currency forward and swap contracts to manage risk for up to three years                                                                                               
|                                                                                                                                          |  |                                                                                                                                                
|Market risk  commodity price risk (natural gas, power and nutrient price risk)                                                           |  | Market prices of natural gas, power and nutrients                                                                                               |  | Natural gas forward, swap and option contracts; power swap contracts to manage power price risk for up to five years; nutrient swap contracts                                  
|                                                                                                                                          |  |                                                                                                                                                
|Market risk  interest rate risk Floating: short-term debt, floating rate long-term debt, cash and cash equivalents Fixed: long-term debt |  | Changes in market interest rates                                                                                                                |  | Maintaining a combination of fixed and floating rate debt; interest rate swaps to manage risk for up to 10 years; cash management policies                                     
|                                                                                                                                          |  |                                                                                                                                                
|Credit risk                                                                                                                               |  | Ability of customers or counterparties to financial instruments to meet obligations                                                             |  | Credit approval and monitoring practices; counterparty policies; master netting arrangements; counterparty credit policies and limits; arrangements with financial
institutions
|                                                                                                                                          |  |                                                                                                                                                
|Liquidity risk                                                                                                                            |  | Fluctuations in cash flows                                                                                                                      |  | Preparing and monitoring detailed forecasts of cash flows; cash management policies; uncommitted, multiple-year credit facilities                                              



AGRIUM 2014 ANNUAL
REPORT    117



---

B)     MARKET RISK  CURRENCY RISK



|                                                              |  |              |       |  |            |  |      |                                    |  |  |          |   |  |            |     |  |                                    |  |      |  |  |  |    |  
|------------------------------------------------------------- |  | ------------ | ----- |  | ---------- |  | ---- | ---------------------------------- |  |  | -------- | - |  | ---------- | --- |  | ---------------------------------- |  | ---- |  |  |  | -- | -
|Foreign exchange derivative financial instruments outstanding |  |              |       |  |            |  |      |                                    |  | 
|                                                              |  | December 31, |      
|                                                              |  | 2014         |       |  | 2013       | 
|Sell/Buy
(notional amounts in millions of U.S.
dollars)       |  | Notional     |       |  | Maturities |  |      | Fair value
of assets
(liabilities) |  |  | Notional |   |  | Maturities |     |  | Fair value
of assets (liabilities) | 
|Not designated as hedges                                      |  |              |       |  |            |  |      |                                    |  |  |          |   |  |            |     |  |                                    |  |      |  |  |  |    |  
|Forwards                                                      |  |              |       |  |            |  |      |                                    |  |  |          |   |  |            |     |  |                                    |  |      |  |  |  |    |  
|CAD/USD                                                       |  |              | 1,675 |  |            |  | 2015 |                                    |  |  | 31       |   |  |            | 350 |  |                                    |  | 2014 |  |  |  | 1  |  
|USD/AUD                                                       |  |              | 33    |  |            |  | 2015 |                                    |  |  | (3       | ) |  |            | 33  |  |                                    |  | 2014 |  |  |  | (1 | )
|AUD/USD                                                       |  |              | 12    |  |            |  | 2015 |                                    |  |  |         |   |  |            |    |  |                                    |  |     |  |  |  |   |  
|Swaps                                                         |  |              |       |  |            |  |      |                                    |  |  |          |   |  |            |     |  |                                    |  |      |  |  |  |    |  
|USD/AUD                                                       |  |              | 26    |  |            |  | 2015 |                                    |  |  | (1       | ) |  |            | 24  |  |                                    |  | 2014 |  |  |  | (1 | )
|AUD/USD                                                       |  |              | 21    |  |            |  | 2015 |                                    |  |  | 2        |   |  |            |    |  |                                    |  |     |  |  |  |   |  
|                                                              |  |              |       |  |            |  |      |                                    |  |  | 29       |   |  |            |     |  |                                    |  |      |  |  |  | (1 | )

We determine the functional currency of our subsidiaries in reference to the primary economic environment in which the entity operates. We
are exposed to currency risk from financial instruments denominated in currencies other than the functional currency of an operation. The majority of this currency risk arises from U.S. denominated debt residing in our Canadian subsidiaries.
Translation of these financial instruments into the subsidiaries functional currency impacts our earnings. We manage this exposure by entering into foreign currency forward contracts. Although the derivatives have not been designated in
hedging relationships, they offset substantially all of the earnings impact from the translation of the underlying financial instruments that could occur from a reasonably possible strengthening or weakening of the U.S. dollar.



118    AGRIUM 2014 ANNUAL REPORT



---

C)     MARKET RISK  COMMODITY PRICE RISK

Commodity price risk management and cash flow hedges

Natural gas is a significant component of our cost of product sold for nitrogen-based fertilizers. We use physical contracts and financial forward contracts to manage the
risk of market fluctuations in natural gas prices and to reduce the variability of cash flows from our planned purchases of natural gas used in our fertilizer production facilities. Our Board of Directors has established limits on risk management
activities, including the following:



|                                                                       |  |      |    |  |      |  |    |      |  |  |      |  |  |  |    |    
|---------------------------------------------------------------------- |  | ---- | -- |  | ---- |  | -- | ---- |  |  | ---- |  |  |  | -- | ---
|Use of derivatives to hedge exposure to natural gas market prices risk |  |      |    |  |      |  |    |      |  |  |      | 
|Term (gas year  12 months ending October 31)                          |  | 2015 |    |  | 2016 |  |    | 2017 |  |  | 2018 | 
|Maximum allowable (% of forecasted gas requirements)                   |  |      | 75 |  |      |  | 75 |      |  |  | 25   |  |  |  | 25 | (a)
|Forecasted average monthly purchases (millions MMBtu)                  |  |      |   |  |      |  | 9  |      |  |  | 9    |  |  |  | 9  |    
|Gas requirements hedged using derivatives designated as hedges (%)     |  |      |   |  |      |  | 25 |      |  |  | 25   |  |  |  | 17 |    

|(a) | Maximum monthly hedged volume may not exceed 90 percent of planned monthly requirements.
|--- | ----------------------------------------------------------------------------------------

In 2014, we designated natural
gas forward contracts as hedges of highly probable purchases of natural gas. The contracts settle in the months hedged, using AECO futures price indexes, which we use to determine fair value. The contracts are denominated in Canadian dollars for
purchases of gas in Canadian dollars. At the inception of each designated forward contract, we prepare formal designation and documentation of the hedging relationship and our risk management objective and strategy for undertaking the hedge. For
derivatives designated as hedges, we record the effective portion of changes in fair value to other comprehensive income. We record any ineffective portion to earnings.

The underlying risk of the forward contracts is identical to the hedged risk, and accordingly we have established a ratio of 1:1 for all natural gas hedges. Due to a
strong correlation between AECO future contract prices and our delivered cost, we did not experience any ineffectiveness on our hedges, and accordingly we have recorded the full change in the fair value of the natural gas forward contracts
designated as hedges to other comprehensive income.



|                                                         |  |              |    |  |            |  |             |                                     |  |  |                                  |  |  |          |     |   |            |  |   |                                     |  |  |                                  |  |  |  |   |  |  |  |   | 
|-------------------------------------------------------- |  | ------------ | -- |  | ---------- |  | ----------- | ----------------------------------- |  |  | -------------------------------- |  |  | -------- | --- | - | ---------- |  | - | ----------------------------------- |  |  | -------------------------------- |  |  |  | - |  |  |  | - | 
|Natural gas derivative financial instruments outstanding |  |              |    |  |            |  |             |                                     |  |  |                                  |  |  |          |     |  
|                                                         |  | December 31, |   
|                                                         |  | 2014         |    |  | 2013       | 
|(notional amounts in millions of MMBtu)                  |  | Notional     |    |  | Maturities |  |             | Averagecontractprice (USDper MMBtu) |  |  | Fair valueof assets(liabilities) |  |  | Notional |     |   | Maturities |  |   | Averagecontractprice (USDper MMBtu) |  |  | Fair valueof assets(liabilities) | 
|Not designated as hedges                                 |  |              |    |  |            |  |             |                                     |  |  |                                  |  |  |          |     |   |            |  |   |                                     |  |  |                                  |  |  |  |   |  |  |  |   | 
|NYMEX swaps                                              |  |              | 1  |  |            |  | 2015        |                                     |  |  | 4                                |  |  |          | (1  | ) |            |  |  |                                     |  |  |                                 |  |  |  |  |  |  |  |  | 
|AECO swaps                                               |  |              | 10 |  |            |  | 2015        |                                     |  |  | 3                                |  |  |          | (10 | ) |            |  | 8 |                                     |  |  | 2014                             |  |  |  | 4 |  |  |  |  | 
|                                                         |  |              |    |  |            |  |             |                                     |  |  |                                  |  |  |          | (11 | ) |            |  |   |                                     |  |  |                                  |  |  |  |   |  |  |  |  | 
|Designated as hedges                                     |  |              |    |  |            |  |             |                                     |  |  |                                  |  |  |          |     |   |            |  |   |                                     |  |  |                                  |  |  |  |   |  |  |  |   | 
|AECO swaps                                               |  |              | 69 |  |            |  | 2015  2018 |                                     |  |  | 3                                |  |  |          | (25 | ) |            |  |  |                                     |  |  |                                 |  |  |  |  |  |  |  |  | 
|                                                         |  |              |    |  |            |  |             |                                     |  |  |                                  |  |  |          | (25 | ) |            |  |   |                                     |  |  |                                  |  |  |  |   |  |  |  |   | 



|                                               |  |            |     |   |      |  |     |      |  |  |      |   |  |  |    |  
|---------------------------------------------- |  | ---------- | --- | - | ---- |  | --- | ---- |  |  | ---- | - |  |  | -- | -
|Maturities of natural gas derivative contracts |  | Fair value |    
|                                               |  | 2015       |     |   | 2016 |  |     | 2017 |  |  | 2018 |  
|Not designated as hedges                       |  |            | (11 | ) |      |  |    |      |  |  |     |   |  |  |   |  
|Designated as hedges                           |  |            | (3  | ) |      |  | (12 | )    |  |  | (6   | ) |  |  | (4 | )



AGRIUM 2014 ANNUAL
REPORT    119



---

|                                                         |  |              |      |   |         |  |      |                |  |  |             |   |  |         |     |   |                |  |     |   |  |  |   | 
|-------------------------------------------------------- |  | ------------ | ---- | - | ------- |  | ---- | -------------- |  |  | ----------- | - |  | ------- | --- | - | -------------- |  | --- | - |  |  | - | 
|Natural gas derivative financial instruments outstanding |  |              |      |   |         |  |      |                |  |  |             |   | 
|                                                         |  | December 31, |     
|                                                         |  | 2014         |      |   | 2013    | 
|                                                         |  | Grossamount  |      |   | Netting |  |      | Carryingamount |  |  | Grossamount |   |  | Netting |     |   | Carryingamount | 
|Not designated as hedges                                 |  |              |      |   |         |  |      |                |  |  |             |   |  |         |     |   |                |  |     |   |  |  |   | 
|Accounts receivable                                      |  |              | 27   |   |         |  | (27  | )              |  |  |            |   |  |         | 26  |   |                |  | (26 | ) |  |  |  | 
|Accounts payable                                         |  |              | (38  | ) |         |  | 27   |                |  |  | (11         | ) |  |         | (26 | ) |                |  | 26  |   |  |  |  | 
|                                                         |  |              | (11  | ) |         |  |     |                |  |  | (11         | ) |  |         |    |   |                |  |    |   |  |  |  | 
|Designated as hedges                                     |  |              |      |   |         |  |      |                |  |  |             |   |  |         |     |   |                |  |     |   |  |  |   | 
|Accounts receivable                                      |  |              | 12   |   |         |  | (12  | )              |  |  |            |   |  |         |    |   |                |  |    |   |  |  |  | 
|Other assets                                             |  |              | 193  |   |         |  | (193 | )              |  |  |            |   |  |         |    |   |                |  |    |   |  |  |  | 
|Accounts payable                                         |  |              | (15  | ) |         |  | 12   |                |  |  | (3          | ) |  |         |    |   |                |  |    |   |  |  |  | 
|Other liabilities                                        |  |              | (215 | ) |         |  | 193  |                |  |  | (22         | ) |  |         |    |   |                |  |    |   |  |  |  | 
|                                                         |  |              | (25  | ) |         |  |     |                |  |  | (25         | ) |  |         |    |   |                |  |    |   |  |  |  | 
|                                                         |  |              | (36  | ) |         |  |     |                |  |  | (36         | ) |  |         |    |   |                |  |    |   |  |  |  | 



|                                                                                             |  |              |      |  |      |  |      | 
|-------------------------------------------------------------------------------------------- |  | ------------ | ---- |  | ---- |  | ---- | 
|Impact of change in fair value of natural gas derivative financial instruments               |  |              |      |  |      | 
|                                                                                             |  | December 31, |     
|                                                                                             |  | 2014         |      |  | 2013 | 
|A $10-million impact to net earnings requires movement in gas prices per MMBtu               |  |              | 1.23 |  |      |  | 1.87 | 
|A $10-million impact to other comprehensive income requires movement in gas prices per
MMBtu |  |              | 0.19 |  |      |  |     | 

D)     MARKET RISK  INTEREST RATE RISK



|                                                                              |  |              |      |  
|----------------------------------------------------------------------------- |  | ------------ | ---- | -
|Impact of change in floating rate debt(basis points)                          |  | December 31, |     
|                                                                              |  | 2014         |     
|A $10-million decrease in net earnings requires an increase in interest rates |  |              | 68   |  
|Sensitivity  Impact
of change in fair value of debentures                    |  | December 31, |     
|                                                                              |  | 2014         |     
|Interest rate increase of 1%                                                  |  |              | (369 | )
|Interest rate decrease of 1%                                                  |  |              | 440  |  

The weighted average effective interest rate on long-term debt at December 31, 2014, was 5 percent (December 31, 2013  5
percent).

E)     CREDIT RISK



|                                |  |              |       |  |      |  |       | 
|------------------------------- |  | ------------ | ----- |  | ---- |  | ----- | 
|Maximum exposure to credit risk |  |              |       |  |      | 
|                                |  | December 31, |      
|                                |  | 2014         |       |  | 2013 | 
|Cash and cash equivalents       |  |              | 848   |  |      |  | 801   | 
|Accounts receivable             |  |              | 2,075 |  |      |  | 2,105 | 
|Other current assets            |  |              | 122   |  |      |  | 104   | 
|Other non-current assets        |  |              | 78    |  |      |  | 99    | 
|                                |  |              | 3,123 |  |      |  | 3,109 | 



120    AGRIUM 2014 ANNUAL REPORT



---

|                                  |  |              |       |  |                               |  |     |       |  |  |                               |  |  |  |     |  
|--------------------------------- |  | ------------ | ----- |  | ----------------------------- |  | --- | ----- |  |  | ----------------------------- |  |  |  | --- | -
|Trade accounts receivable  aging |  |              |       |  |                               |  |     |       |  |  |                               | 
|                                  |  | December 31, |      
|                                  |  | 2014         |       |  | 2013                          | 
|                                  |  | Gross        |       |  | Allowance fordoubtfulaccounts |  |     | Gross |  |  | Allowance fordoubtfulaccounts | 
|Not past due                      |  |              | 1,443 |  |                               |  | (9  | )     |  |  | 1,600                         |  |  |  | (30 | )
|30 days or less                   |  |              | 171   |  |                               |  | (6  | )     |  |  | 169                           |  |  |  | (5  | )
|31  60 days                      |  |              | 46    |  |                               |  | (4  | )     |  |  | 75                            |  |  |  | (4  | )
|61  90 days                      |  |              | 20    |  |                               |  | (3  | )     |  |  | 3                             |  |  |  | (2  | )
|Greater than 90 days              |  |              | 169   |  |                               |  | (57 | )     |  |  | 101                           |  |  |  | (37 | )
|                                  |  |              | 1,849 |  |                               |  | (79 | )     |  |  | 1,948                         |  |  |  | (78 | )



|                                                            |  |      |     |   |      |  |    |  
|----------------------------------------------------------- |  | ---- | --- | - | ---- |  | -- | -
|Trade accounts receivable  allowance for doubtful accounts |  |      |     |   |      | 
|                                                            |  | 2014 |     |   | 2013 | 
|Balance, beginning of year                                  |  |      | 78  |   |      |  | 72 |  
|Additions                                                   |  |      | 19  |   |      |  | 9  |  
|Write-offs                                                  |  |      | (18 | ) |      |  | (3 | )
|Balance, end of year                                        |  |      | 79  |   |      |  | 78 |  
|Balance as a percentage of trade accounts receivable        |  |      | 4   |   |      |  | 4  |  

Trade accounts receivable  risk concentration

We determine and monitor concentrations of credit risk using our aging analysis of trade receivables. Geographic and industry diversity also mitigates credit risk. Trade
accounts receivable have significant concentrations of credit risk in the agriculture sector. Geographic diversity and crop insurance programs in Canada and the United States mitigate any concentration of risk. Our Wholesale business unit
diversifies and mitigates risk concentration by selling to industrial customers outside the agriculture sector and by the use of letters of credit and credit insurance. We are closely monitoring the economic environment in Argentina and have taken
measures to limit our exposure to that country. Our exposure to credit risk in the Eurozone is negligible. We do not expect any significant losses from trade accounts receivable other than the amounts classified as doubtful accounts, based on
historical information about default rates and our analysis of current receivables. No revenues from transactions with a single external customer amount to 10 percent or more of our revenues.

We mitigate credit risk in accounts receivable in our Retail operations in Western Canada through an agency agreement with a Canadian financial institution whereby the
financial institution provides credit to qualifying Agrium customers to assist in financing their crop input purchases. The agency agreement, which expires in 2018, results in customers having loans directly with the institution while Agrium has
only a limited recourse involvement to the extent of an indemnification of the institution for 50 percent of its future bad debts to a maximum of 5 percent of the qualified customer loans. Outstanding customer credit with the financial institution
was $524-million at December 31, 2014, which is not recognized in the consolidated balance sheet. Historical indemnification losses on this arrangement have been negligible and the average aging of the customer loans with the financial
institution is current.

Derivatives and cash and cash equivalents  risk concentration

At December 31, 2014, all counterparties to derivative financial instruments have maintained an investment grade credit rating, and there is no indication that any
counterparty will be unable to meet its obligations under derivative financial contracts or cash and cash equivalents. The carrying amount of financial assets represents the maximum credit exposure.



AGRIUM 2014 ANNUAL
REPORT    121



---

F)     LIQUIDITY RISK

The table below summarizes the maturity profile of our financial liabilities based on contractual undiscounted payments, including estimated interest payments. The
amounts included for derivative financial instruments are subject to change as interest rates, exchange rates or commodity prices change.



|                                      |  |                |       |  |                       |  |        |                   |  |  |                   |  |  |                   |     |  |                     |  |     |  |  |  |       | 
|------------------------------------- |  | -------------- | ----- |  | --------------------- |  | ------ | ----------------- |  |  | ----------------- |  |  | ----------------- | --- |  | ------------------- |  | --- |  |  |  | ----- | 
|December 31, 2014                     |  |                |       |  |                       |  |        |                   |  |  |                   |  |  |                   |     |  |                     | 
|                                      |  | Carryingamount |       |  | Contractualcash flows |  |        | Less thanone year |  |  | One tothree years |  |  | Four tofive years |     |  | More thanfive years | 
|Short-term debt                       |  |                | 1,527 |  |                       |  | 1,527  |                   |  |  | 1,527             |  |  |                   |    |  |                     |  |    |  |  |  |      | 
|Accounts payable                      |  |                | 2,556 |  |                       |  | 2,556  |                   |  |  | 2,556             |  |  |                   |    |  |                     |  |    |  |  |  |      | 
|Current portion of long-term debt     |  |                | 11    |  |                       |  | 11     |                   |  |  | 11                |  |  |                   |    |  |                     |  |    |  |  |  |      | 
|Long-term debt                        |  |                | 3,559 |  |                       |  | 6,854  |                   |  |  | 178               |  |  |                   | 471 |  |                     |  | 842 |  |  |  | 5,363 | 
|Other liabilities                     |  |                | 17    |  |                       |  | 17     |                   |  |  |                  |  |  |                   | 17  |  |                     |  |    |  |  |  |      | 
|Foreign exchange derivative contracts |  |                | 4     |  |                       |  | 4      |                   |  |  | 4                 |  |  |                   |    |  |                     |  |    |  |  |  |      | 
|Natural gas derivative contracts      |  |                | 36    |  |                       |  | 36     |                   |  |  | 14                |  |  |                   | 18  |  |                     |  | 4   |  |  |  |      | 
|                                      |  |                | 7,710 |  |                       |  | 11,005 |                   |  |  | 4,290             |  |  |                   | 506 |  |                     |  | 846 |  |  |  | 5,363 | 

G)     NETTING ARRANGEMENTS

We enter into derivative transactions under master netting arrangements. Under these arrangements, we aggregate the amounts owed by each counterparty for all contracts
outstanding in the same currency or commodity into a single net amount receivable or payable by us or our counterparty. If a default occurs, all outstanding transactions under the arrangement are terminated and the net termination value is
receivable or payable for settlement purposes.

We record the carrying amounts of our foreign exchange derivative contracts on a gross basis; therefore the carrying
amounts do not reflect amounts subject to enforceable master netting arrangements for our foreign exchange derivative contracts. The gross amounts netted are negligible.

We record the carrying amounts of our natural gas, power and nutrient derivative contracts held under master netting arrangements on a net basis, and we reflect the
amounts subject to enforceable master netting arrangements in the carrying amount of the derivatives.

H)     GAIN (LOSS) ON
DERIVATIVE FINANCIAL INSTRUMENTS INCLUDED IN EARNINGS



|                                                                            |  |      |     |  |      |  |    |  
|--------------------------------------------------------------------------- |  | ---- | --- |  | ---- |  | -- | -
|                                                                            |  | 2014 |     |  | 2013 | 
|Foreign exchange derivatives                                                |  |      |     |  |      |  |    |  
|Realized gain on foreign exchange derivative financial instruments          |  |      | 60  |  |      |  | 6  |  
|Unrealized gain (loss) on foreign exchange derivative financial instruments |  |      | 32  |  |      |  | (1 | )
|                                                                            |  |      | 92  |  |      |  | 5  |  
|Commodity derivatives                                                       |  |      |     |  |      |  |    |  
|Realized gain (loss) on commodity derivative financial instruments          |  |      | 18  |  |      |  | (5 | )
|Unrealized gain on commodity derivative financial instruments               |  |      |    |  |      |  | 16 |  
|                                                                            |  |      | 18  |  |      |  | 11 |  
|Net gain on derivative financial instruments                                |  |      | 110 |  |      |  | 16 |  

I)     FAIR VALUE HIERARCHY

We determine the fair value of financial instruments classified as Level 1 using independent quoted market prices for identical instruments in active markets. We estimate
the fair value of financial instruments classified as Level 2 using quoted prices for similar instruments in active markets or prices for identical or similar instruments in markets that are not active, or using valuation techniques based on
industry-accepted third-party models, which make maximum use of market-based inputs. We classify fair value estimates that are not based on observable market data as Level 3. We consider a market active if quoted prices are readily and regularly
available and based on actual and regularly occurring market transactions. For any significant Level 3 measurements, we employ a valuation team or retain valuation experts to calculate certain measurements, and we review any third-party information
we utilize.



122    AGRIUM 2014 ANNUAL REPORT



---

We monitor the availability of observable market data to assess the appropriate classification of financial instruments
within the fair value hierarchy. Changes in economic conditions or market liquidity generally drive changes in the availability of observable market data. Changes in the availability of observable market data that may result in changing the
valuation technique used, are generally the cause of transfers between Level 1, Level 2 and Level 3. We have not made any transfers between Level 1 and Level 2 fair value measurements in the reporting periods ended December 31, 2014, or
December 31, 2013. We do not measure any of our financial instruments using Level 3 inputs.

Fair value measurement techniques
and inputs for financial instruments measured using Level 2 inputs



|                                                      |  |                       |  |                                                                                                                                                 
|----------------------------------------------------- |  | --------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|Financial instrument                                  |  | Measurement technique |  | Key inputs                                                                                                                                      
|Foreign exchange forward contracts, swaps and options |  | Discounted cash flow  |  | Forward exchange rates, contract forward and interest rates, observable yield curves                                                            
|                                                      |  |                      
|Natural gas and power swaps                           |  | Market comparison     |  | Current market and contractual prices, forward pricing curves, quoted forward prices, basis differentials, volatility factors and interest
rates



|                                                                  |  |            |    |  |                |  |       |            |         |  |                |         |  |  |    |  |  |  |       |  |  |  |       | 
|----------------------------------------------------------------- |  | ---------- | -- |  | -------------- |  | ----- | ---------- | ------- |  | -------------- | ------- |  |  | -- |  |  |  | ----- |  |  |  | ----- | 
|Financial instruments measured
at fair value on a recurring basis |  |            |    |  |                |  |       |            |         |  |                |         |  |  |    |  |  | 
|                                                                  |  | 2014       |    |  | 2013           | 
|                                                                  |  | Fair value |    |  | Carrying
value |  |       | Fair value |         |  | Carrying
value |        
|                                                                  |  | Level 1    |    |  | Level 2        |  |       |            | Level 1 |  |                | Level 2 |  | 
|Cash and cash equivalents                                         |  |            |   |  |                |  | 848   |            |         |  | 848            |         |  |  |   |  |  |  | 801   |  |  |  | 801   | 
|Accounts receivable  derivatives                                 |  |            |   |  |                |  | 33    |            |         |  | 33             |         |  |  |   |  |  |  | 1     |  |  |  | 1     | 
|Other current financial assets  marketable securities(a)         |  |            | 24 |  |                |  | 70    |            |         |  | 94             |         |  |  | 14 |  |  |  | 90    |  |  |  | 104   | 
|Accounts payable  derivatives                                    |  |            |   |  |                |  | 18    |            |         |  | 18             |         |  |  |   |  |  |  | 2     |  |  |  | 2     | 
|Current portion of long-term debt(b)                              |  |            |    |  |                |  |       |            |         |  |                |         |  |  |    |  |  |  |       |  |  |  |       | 
|Floating rate debt  amortized cost                               |  |            |   |  |                |  | 11    |            |         |  | 11             |         |  |  |   |  |  |  | 58    |  |  |  | 58    | 
|Long-term debt(b)                                                 |  |            |    |  |                |  |       |            |         |  |                |         |  |  |    |  |  |  |       |  |  |  |       | 
|Debentures  amortized cost                                       |  |            |   |  |                |  | 3,879 |            |         |  | 3,483          |         |  |  |   |  |  |  | 3,124 |  |  |  | 2,989 | 
|Fixed and floating rate debt  amortized cost                     |  |            |   |  |                |  | 76    |            |         |  | 76             |         |  |  |   |  |  |  | 77    |  |  |  | 77    | 
|Other financial liabilities  derivatives                         |  |            |   |  |                |  | 22    |            |         |  | 22             |         |  |  |   |  |  |  |      |  |  |  |      | 

|(a) | Marketable securities consist of equity and fixed income securities. We determine the fair value of equity securities based on the bid price of identical instruments in active markets. We value fixed income securities
using quoted prices of instruments with similar terms and credit risk.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | We determine the fair value of long-term debt based on comparable debt instruments with similar maturities to our debt, adjusted where necessary to our credit spread, based on information published by financial
institutions. Carrying amount of floating rate debt approximates fair value.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

22.  COMMITMENTS

OPERATING LEASES

Operating lease commitments consist primarily of
leases for railcars and contractual commitments at distribution facilities in our Wholesale business unit, vehicles and application equipment in our Retail business unit, and office equipment and property leases throughout our operations.
Commitments represent minimum payments under each agreement.



|                                                   |  |              |     |  |      |  |     | 
|-------------------------------------------------- |  | ------------ | --- |  | ---- |  | --- | 
|Future minimum lease payments for operating leases |  |              |     |  |      | 
|                                                   |  | December 31, |    
|                                                   |  | 2014         |     |  | 2013 | 
|Less than one year                                 |  |              | 281 |  |      |  | 262 | 
|One to five years                                  |  |              | 362 |  |      |  | 503 | 
|More than five years                               |  |              | 64  |  |      |  | 97  | 
|                                                   |  |              | 707 |  |      |  | 862 | 



AGRIUM 2014 ANNUAL
REPORT    123



---

OTHER COMMITMENTS



|                                      |  |      |     |  |      |  |     |      |  |  |      |  |  |      |     |  |  |  |     | 
|------------------------------------- |  | ---- | --- |  | ---- |  | --- | ---- |  |  | ---- |  |  | ---- | --- |  |  |  | --- | 
|                                      |  | 2015 |     |  | 2016 |  |     | 2017 |  |  | 2018 |  |  | 2019 |    
|Operating                             |  |      |     |  |      |  |     |      |  |  |      |  |  |      |     |  |  |  |     | 
|Long-term debt  interest             |  |      | 189 |  |      |  | 189 |      |  |  | 182  |  |  |      | 182 |  |  |  | 148 | 
|Cost of product sold                  |  |      |     |  |      |  |     |      |  |  |      |  |  |      |     |  |  |  |     | 
|Natural gas and other (a)(b)          |  |      | 346 |  |      |  | 164 |      |  |  | 143  |  |  |      | 4   |  |  |  | 3   | 
|Power, sulfuric acid and other (c)(d) |  |      | 217 |  |      |  | 193 |      |  |  | 150  |  |  |      | 140 |  |  |  | 41  | 
|Purchase commitments                  |  |      | 93  |  |      |  | 11  |      |  |  | 5    |  |  |      | 4   |  |  |  |    | 
|Derivative financial instruments      |  |      |     |  |      |  |     |      |  |  |      |  |  |      |     |  |  |  |     | 
|Foreign exchange                      |  |      | 4   |  |      |  |    |      |  |  |     |  |  |      |    |  |  |  |    | 
|Natural gas                           |  |      | 14  |  |      |  | 12  |      |  |  | 6    |  |  |      | 4   |  |  |  |    | 
|                                      |  |      | 863 |  |      |  | 569 |      |  |  | 486  |  |  |      | 334 |  |  |  | 192 | 
|Capital (e)                           |  |      |     |  |      |  |     |      |  |  |      |  |  |      |     |  |  |  |     | 
|Long-term debt  principal repayments |  |      |    |  |      |  |    |      |  |  | 100  |  |  |      | 12  |  |  |  | 500 | 
|Asset retirement obligations          |  |      | 14  |  |      |  | 9   |      |  |  | 8    |  |  |      | 4   |  |  |  | 3   | 
|Environmental remediation liabilities |  |      | 59  |  |      |  | 28  |      |  |  | 12   |  |  |      | 15  |  |  |  | 10  | 
|                                      |  |      | 73  |  |      |  | 37  |      |  |  | 120  |  |  |      | 31  |  |  |  | 513 | 
|                                      |  |      | 936 |  |      |  | 606 |      |  |  | 606  |  |  |      | 365 |  |  |  | 705 | 

|(a) | Our minimum commitments for North American natural gas purchases, which include both floating rate and fixed rate contracts, are calculated using the prevailing NYMEX forward prices for U.S. facilities and AECO forward
prices for Canadian facilities at December 31, 2014.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Commitments include our proportionate share of commitments of joint ventures. Profertil has three long-term gas contracts denominated in U.S. dollars, expiring in 2017. These three contracts account for approximately 76
percent of Profertils gas requirements. YPF S.A., our joint venture partner in Profertil, supplies approximately 24 percent of the gas under these contracts.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | We have a power co-generation agreement for our Carseland facility that expires on December 31, 2026. The maximum commitment under this agreement is to purchase 60 megawatt-hours of power per hour through 2026. The
price for the power is based on a fixed charge adjusted for inflation and a variable charge based on the cost of natural gas, which is provided to the facility for power generation.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | Our phosphate rock supply agreement extends to 2020. Our minimum commitment is to purchase 800,000 tonnes in 2015 and 798,000 tonnes from 2016 to 2018, with subsequent volumes to be determined in 2016. The purchase
price is based on a formula that tracks finished product pricing and key published phosphate input costs. We entered into a freight contract to import phosphate rock extending to 2018, with a total commitment of $126-million at December 31,
2014.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(e) | Future capital expenditures not included above are estimated at: (i) potash facility ramp-up project  $300-million to $400-million; (ii) Texas nitrogen expansion project  $265-million.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

23.  CONTINGENT LIABILITIES

From time to time, we become involved in legal or administrative proceedings related to our current and acquired businesses. Such proceedings expose us to possible
losses, and we expect our involvement in such matters to continue in the normal conduct of our business. We regularly assess the need for accounting recognition and/or disclosure of these matters. Our assessment considers the probability of adverse
judgments and the range of possible losses. We base our assessment of the probable outcome on our judgment of a number of factors including similar past experience and history, precedents, relevant financial, scientific and other evidence of each
matter, and opinions from corporate and outside counsel. We record accruals when occurrence is probable and the outcome is reasonably estimable. We may not be able to make a reliable estimate of losses or the range of possible losses when claims do
not specify an amount of damages sought, when there are numerous plaintiffs or when a case is in its early stages. We will represent our interests vigorously in all of the proceedings in which we are involved.

Legal and administrative proceedings involving possible losses are inherently complex and we apply significant judgment in estimating probable outcomes. As a result,
potential exists for adjustments to liabilities and material variance between actual costs and estimates.

Information on the amounts accrued for litigation,
environmental remediation and asset retirement are disclosed in note 18. Our assessment of specific matters at the date of issuance of these financial statements is set out on the following page.



124    AGRIUM 2014 ANNUAL REPORT



---

A)     LITIGATION

Oil-for-Food Programme

As described in
prior years, AWB Limited, a subsidiary we acquired in 2010, is a defendant, along with 92 other parties, in a lawsuit alleging that the defendants participated in an illegal conspiracy to divert funds from the United Nations Oil-for-Food Programme
escrow account. The lawsuit seeks total damages in excess of $10-billion from the defendants, jointly and severally. The court dismissed the lawsuit in 2013. In 2014, the dismissal was upheld on appeal and the court refused the plaintiffs
request to reconsider the dismissal. Plaintiffs have until March 2015 to seek leave to appeal the decision. Although we believe that the possibility of a material financial effect from this matter is remote, an adverse decision could have a material
adverse effect on Agriums consolidated financial position and results of operations. We have not accrued a liability for damages for this matter.

B)     ENVIRONMENTAL CONTINGENCIES

We are
responsible for environmental remediation of certain facilities and sites. Work at these sites is in various stages of environmental management  we are assessing and investigating some sites and remediating or monitoring others. We have
established a provision for our estimated liabilities (see note 18). However, new information, including changes in regulations or results of investigations, could lead to reassessment of our exposure related to these matters. In addition, we may
revise our estimates of our future obligations because they are dependent on a number of uncertain factors including the method and extent of the remediation, as well as cost-sharing arrangements with other parties involved.

For the matters described below, at the date of issuance of these financial statements, we determined that we could not make a reliable estimate of the amount and timing
of any financial effect in excess of the amounts accrued. Reasons for this determination include complexity of the matters; early phase of most proceedings; lack of information on the nature and timing of future actions in the matters; dependency on
the completion and findings of investigations and assessments; and the lack of specific information as to the nature, extent, timing and cost of future remediation. Until we have greater clarity as to our liability and the extent of our financial
exposure, it is not practical to make a reliable estimate of the financial effect of these matters. As negotiations, discussions and assessments proceed, we may provide estimates. Events or factors that could alleviate our current inability to make
reliable estimates include further identification of allegations or demands; completion of investigations; completion of remediation phases; a ruling by a court; or initiation of substantive settlement negotiations. An adverse result on final
resolution of these matters could have a material adverse impact.

Idaho phosphate mining and processing sites

We are subject to investigations by U.S. federal and state agencies of existing and former phosphate mining and processing sites in Idaho. Nu-West Industries, Inc.
(Nu-West), a wholly-owned subsidiary of Agrium, has been notified of potential violations of federal and state statutes. Nu-West is working co-operatively with federal and state agencies and, depending on the site, is in the
investigation or risk assessment stage or has, for some sites, begun preliminary work under agreements with the agencies. Completion of investigations, risk assessments or preliminary work will enable Nu-West and the agencies to determine what, if
any, remediation work will be required.

Manitoba mining properties

In 1996, Agrium acquired Viridian Inc. (Viridian), which is now a wholly-owned Canadian subsidiary of Agrium. Viridian has retained certain liabilities
associated with the Fox Mine Site, a closed mineral processing site near Lynn Lake, Manitoba. Viridian is currently treating water draining from the site to meet provincial downstream water quality standards. Viridian has substantially completed the
investigation phase of remediation and is currently in discussions with the Province of Manitoba regarding remedial alternatives selection. Concurrence and approval from the Province of a remedial design are expected within the next 36 months. For
this matter, we have not disclosed information about the amount accrued for site remediation because disclosure of such information would seriously prejudice our position in discussions with the Province.



AGRIUM 2014 ANNUAL
REPORT    125



---

24.  CAPITAL MANAGEMENT

POLICIES AND OBJECTIVES IN MANAGING CAPITAL

Our objectives for managing
capital are to (a) maintain a strong balance sheet and flexible capital structure to optimize the cost of capital at an acceptable level of risk; (b) support an investment grade credit rating profile; (c) improve our return on capital
employed by implementing working capital initiatives; and (d) maximize shareholder value.

We continually monitor the ratios outlined in the table below to
manage our capital.



|                                                  |  |              |    |  |      |  |    | 
|------------------------------------------------- |  | ------------ | -- |  | ---- |  | -- | 
|                                                  |  | December 31, |   
|                                                  |  | 2014         |    |  | 2013 | 
|Net-debt to net-debt-plus-equity (%) (a)          |  |              | 39 |  |      |  | 31 | 
|Interest coverage (multiple) (b)                  |  |              | 13 |  |      |  | 13 | 
|Return on operating capital employed (%) (c)      |  |              | 10 |  |      |  | 15 | 
|Return on capital employed (%) (d)                |  |              | 7  |  |      |  | 11 | 
|Average non-cash working capital to sales (%)
(e) |  |              | 14 |  |      |  | 17 | 

|(a) | Net-debt includes short-term debt and long-term debt, net of cash and cash equivalents. Equity consists of shareholders equity. For purposes of capital management, capital comprises debt and equity. We also
monitor our debt-to-capital ratio, calculated as total debt divided by the sum of total debt and total equity. For the purposes of this ratio, total debt is defined as the sum of short-term debt, long-term debt, guarantees and letters of credit, net
of cash and cash equivalents. This ratio is required to be less than or equal to 65 percent to satisfy certain debt covenants.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Interest coverage is the last 12 months EBITDA divided by finance costs, which includes finance costs related to long-term debt plus other finance costs.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | Last 12 months earnings from continuing operations before finance costs and income taxes (EBIT) less income taxes at a tax rate of 27 percent (2013  27 percent) divided by rolling four quarter
average operating capital employed. Operating capital employed includes non-cash working capital, property, plant and equipment, investments in associates and joint ventures, and other assets.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | Last 12 months EBIT less income taxes at a tax rate of 27 percent (2013  27 percent) divided by rolling four quarter average capital employed. Capital employed includes operating capital employed,
intangibles and goodwill.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(e) | Rolling four quarter average non-cash working capital divided by sales.
|--- | -----------------------------------------------------------------------

|(f) | Some measures included in this note are additional IFRS financial measures that do not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other issuers.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our strategy in managing capital is to maintain our ratio of net-debt to net-debt-plus-equity in a target range of 35 percent to 45 percent, return on
operating capital employed at a target of 12 percent and average non-cash working capital to sales of approximately 16 percent. To maintain or adjust our capital structure, we may adjust the amount of dividends paid to shareholders, return capital
to shareholders, issue new shares, or issue or redeem debt. Our authorized share capital consists of unlimited common shares without par value and unlimited preferred shares. We have targeted paying annual dividends of 40 percent to 50 percent of
free cash flow. We define free cash flow as cash provided by operating activities, less sustaining capital expenditures.

We maintain a base shelf prospectus, which
permits issuance in Canada and the United States of common shares, debt and other securities up to $2.5-billion, less the offering price of securities issued between the 2014 filing date of the prospectus and May 2016. Issuance of further securities
under the base shelf prospectus requires filing a prospectus supplement and is subject to the availability of funding in capital markets.

Our revolving credit
facilities require that we maintain specific interest coverage and debt-to-capital ratios, as well as other non-financial covenants as defined in our credit agreements. We were in compliance with all covenants at December 31, 2014.

PURCHASES OF AGRIUM SHARES

During 2013, we purchased five million
shares for total consideration of $498-million under our Normal Course Issuer Bid (NCIB). The NCIB expired on May 20, 2014 with no additional shares purchased for the year ended December 31, 2014.



126    AGRIUM 2014 ANNUAL REPORT



---

DIVIDENDS DECLARED AND PAID



|                  |  |           |         |  |              |                  |       |          |     |           |         |                   |  |  |              |  |       |                  |  |  |     | 
|----------------- |  | --------- | ------- |  | ------------ | ---------------- | ----- | -------- | --- | --------- | ------- | ----------------- |  |  | ------------ |  | ----- | ---------------- |  |  | --- | 
|Dividends         | 
|December 31,      | 
|                  |  | 2014      |         |  |              |                  |       |          |     |           |         | 2013              |  |  |              |  |       |                 
|Declared          |  |           | Paid to |  |              |                  |       | Declared |     |           | Paid to |                   |  | 
|Effective         |  | Per share |         |  | shareholders |                  | Total |          |     | Effective |         | Per share         |  |  | shareholders |  | Total |                 
|February 21, 2014 |  |           | 0.75    |  |              | April 17, 2014   |       |          | 108 |           |         | February 22, 2013 |  |  | 0.50         |  |       | April 18, 2013   |  |  | 75  | 
|May 7, 2014       |  |           | 0.75    |  |              | July 17, 2014    |       |          | 108 |           |         | April 9, 2013     |  |  | 0.50         |  |       | July 18, 2013    |  |  | 74  | 
|August 7, 2014    |  |           | 0.75    |  |              | October 16, 2014 |       |          | 107 |           |         | August 8, 2013    |  |  | 0.75         |  |       | October 17, 2013 |  |  | 110 | 
|December 11, 2014 |  |           | 0.78    |  |              | January 21, 2015 |       |          | 112 |           |         | December 12, 2013 |  |  | 0.75         |  |       | January 16, 2014 |  |  | 108 | 
|                  |  |           | 3.03    |  |              |                  |       |          | 435 |           |         |                   |  |  | 2.50         |  |       |                  |  |  | 367 | 



|                               |  |                  |      |   |                    |  |      |          |  |  |                  |   |  |                    |     |   |       |  |      |   |  |  |      |  
|------------------------------ |  | ---------------- | ---- | - | ------------------ |  | ---- | -------- |  |  | ---------------- | - |  | ------------------ | --- | - | ----- |  | ---- | - |  |  | ---- | -
|Dividends payable              |  |                  |      |   |                    |  |      |          |  |  |                  |   |  |                    |     |   |       | 
|                               |  | December 31,     |     
|                               |  |                  |      |   | 2014               |  |      |          |  |  |                  |   |  | 2013               |     |   |       | 
|                               |  | Declared         |      |   |                    |  |      | Declared |  |  |                  |  
|                               |  | Priorfiscal year |      |   | Currentfiscal year |  |      | Total    |  |  | Priorfiscal year |   |  | Currentfiscal year |     |   | Total | 
|Balance, beginning of year     |  |                  | 108  |   |                    |  |     |          |  |  | 108              |   |  |                    | 75  |   |       |  |     |   |  |  | 75   |  
|Declared                       |  |                  | N/A  |   |                    |  | 435  |          |  |  | 435              |   |  |                    | N/A |   |       |  | 367  |   |  |  | 367  |  
|Paid in cash                   |  |                  | (108 | ) |                    |  | (322 | )        |  |  | (430             | ) |  |                    | (75 | ) |       |  | (259 | ) |  |  | (334 | )
|Foreign currency remeasurement |  |                  |      |   |                    |  |      |          |  |  | (1               | ) |  |                    |     |   |       |  |      |   |  |  |     |  
|Balance, end of year           |  |                  |      |   |                    |  |      |          |  |  | 112              |   |  |                    |     |   |       |  |      |   |  |  | 108  |  

25.  OPERATING SEGMENTS

Our operating segments, described in note 1, are defined by the organization and reporting structure through which we operate our business. We have not aggregated any
operating segments in determining our reportable segments. Our chief operating decision maker (CODM  our senior leadership team, consisting of our CEO and all of our Executive Vice-Presidents and Senior Vice-Presidents) measures
performance and allocates resources based on segment earnings before finance costs, interest income and income taxes. The CODM reviews internal reports reflecting the information included in the following tables on a regular basis. The reports
reviewed by the CODM reflect operating information including sales, gross margins, and net earnings before finance costs, interest income and income taxes. On a regular basis, the CODM also reviews Retail sales by product line, but not Retail net
earnings information by product line, reflecting how Retail aggregates expenses and net earnings in its accounting records and financial reports. The CODM does not regularly review (a) financial information aggregated on any other product line
or geographic basis; (b) segment financing costs, income taxes or balance sheet information; or (c) unallocated Wholesale overhead costs. The CODM believes that this information is most relevant in evaluating the results of certain
segments relative to other entities that operate in similar industries.

The accounting policies of segments are the same as the accounting policies described in note
26. We record sales between segments at prices equivalent to those charged to third parties. We eliminate such sales on consolidation. We continually monitor changes in facts and circumstances that could cause a change in the composition of our
operating segments, as determined by the information regularly reviewed by the CODM. We report a non-operating segment, Other, for inter-segment eliminations and corporate functions.



AGRIUM 2014 ANNUAL
REPORT    127



---

|                                               |  |      |        |   |      |  |        |  
|---------------------------------------------- |  | ---- | ------ | - | ---- |  | ------ | -
|Segment operations                             |  |      |        |   |      | 
|                                               |  | 2014 |        |   | 2013 | 
|Sales                                          |  |      |        |   |      |  |        |  
|Retail                                         |  |      |        |   |      |  |        |  
|North America                                  |  |      | 10,463 |   |      |  | 9,329  |  
|International                                  |  |      | 2,518  |   |      |  | 2,584  |  
|Total Retail                                   |  |      | 12,981 |   |      |  | 11,913 |  
|Wholesale                                      |  |      |        |   |      |  |        |  
|Nitrogen                                       |  |      | 1,482  |   |      |  | 1,724  |  
|Potash                                         |  |      | 391    |   |      |  | 564    |  
|Phosphate                                      |  |      | 701    |   |      |  | 654    |  
|Product purchased for resale                   |  |      | 921    |   |      |  | 1,131  |  
|Ammonium sulfate, ESN and other                |  |      | 478    |   |      |  | 529    |  
|Total Wholesale                                |  |      | 3,973  |   |      |  | 4,602  |  
|Other                                          |  |      | (912   | ) |      |  | (788   | )
|                                               |  |      | 16,042 |   |      |  | 15,727 |  
|Inter-segment sales                            |  |      |        |   |      |  |        |  
|Retail                                         |  |      | 14     |   |      |  | 17     |  
|Wholesale                                      |  |      | 898    |   |      |  | 771    |  
|                                               |  |      | 912    |   |      |  | 788    |  
|Earnings before income taxes                   |  |      |        |   |      |  |        |  
|Retail                                         |  |      |        |   |      |  |        |  
|North America                                  |  |      | 723    |   |      |  | 940    |  
|International                                  |  |      | 91     |   |      |  | (192   | )
|Total Retail                                   |  |      | 814    |   |      |  | 748    |  
|Wholesale                                      |  |      |        |   |      |  |        |  
|Nitrogen                                       |  |      | 381    |   |      |  | 672    |  
|Potash                                         |  |      | 70     |   |      |  | 270    |  
|Phosphate                                      |  |      | 76     |   |      |  | 67     |  
|Product purchased for resale                   |  |      | 25     |   |      |  | 9      |  
|Ammonium sulfate, ESN and other                |  |      | 103    |   |      |  | 124    |  
|                                               |  |      | 655    |   |      |  | 1,142  |  
|Unallocated expenses                           |  |      | 102    |   |      |  | 97     |  
|Total Wholesale                                |  |      | 553    |   |      |  | 1,045  |  
|Other                                          |  |      | (207   | ) |      |  | (163   | )
|Earnings before finance costs and income taxes |  |      | 1,160  |   |      |  | 1,630  |  
|Finance costs related to long-term debt        |  |      | 62     |   |      |  | 90     |  
|Other finance costs                            |  |      | 70     |   |      |  | 66     |  
|Earnings before income taxes                   |  |      | 1,028  |   |      |  | 1,474  |  



|                         |  |      |        |  |      |  |        | 
|------------------------ |  | ---- | ------ |  | ---- |  | ------ | 
|                         |  | 2014 |        |  | 2013 | 
|Sales                    |  |      |        |  |      |  |        | 
|Retail                   |  |      |        |  |      |  |        | 
|Crop nutrients           |  |      | 5,222  |  |      |  | 4,993  | 
|Crop protection products |  |      | 4,613  |  |      |  | 4,204  | 
|Seed                     |  |      | 1,481  |  |      |  | 1,258  | 
|Merchandise              |  |      | 871    |  |      |  | 612    | 
|Services and other       |  |      | 794    |  |      |  | 846    | 
|                         |  |      | 12,981 |  |      |  | 11,913 | 



128    AGRIUM 2014 ANNUAL REPORT



---

|                                                   |  |              |        |   |      |  |        |  
|-------------------------------------------------- |  | ------------ | ------ | - | ---- |  | ------ | -
|Entity-wide disclosures                            |  |              |        |   |      | 
|                                                   |  | December 31, |       
|                                                   |  | 2014         |        |   | 2013 | 
|Total assets                                       |  |              |        |   |      |  |        |  
|Retail                                             |  |              |        |   |      |  |        |  
|North America                                      |  |              | 7,915  |   |      |  | 7,658  |  
|International                                      |  |              | 1,197  |   |      |  | 1,331  |  
|Total Retail                                       |  |              | 9,112  |   |      |  | 8,989  |  
|Wholesale                                          |  |              |        |   |      |  |        |  
|Nitrogen                                           |  |              | 1,916  |   |      |  | 1,391  |  
|Potash                                             |  |              | 3,666  |   |      |  | 2,645  |  
|Phosphate                                          |  |              | 734    |   |      |  | 621    |  
|Product purchased for resale                       |  |              | 220    |   |      |  | 321    |  
|Ammonium sulfate, ESN and other                    |  |              | 345    |   |      |  | 702    |  
|Total Wholesale                                    |  |              | 6,881  |   |      |  | 5,680  |  
|Other                                              |  |              | 1,115  |   |      |  | 1,106  |  
|Assets held for sale                               |  |              |       |   |      |  | 202    |  
|                                                   |  |              | 17,108 |   |      |  | 15,977 |  
|Investments in associates and joint ventures       |  |              |        |   |      |  |        |  
|Retail                                             |  |              |        |   |      |  |        |  
|North America                                      |  |              | 36     |   |      |  | 34     |  
|International                                      |  |              | 38     |   |      |  | 44     |  
|Total Retail                                       |  |              | 74     |   |      |  | 78     |  
|Wholesale                                          |  |              |        |   |      |  |        |  
|Nitrogen                                           |  |              | 498    |   |      |  | 557    |  
|Product purchased for resale                       |  |              | 4      |   |      |  | 4      |  
|Total Wholesale                                    |  |              | 502    |   |      |  | 561    |  
|                                                   |  |              | 576    |   |      |  | 639    |  
|Earnings (loss) from associates and joint ventures |  |              |        |   |      |  |        |  
|Retail                                             |  |              |        |   |      |  |        |  
|North America                                      |  |              | 3      |   |      |  | 3      |  
|International                                      |  |              | 3      |   |      |  | 6      |  
|Total Retail                                       |  |              | 6      |   |      |  | 9      |  
|Wholesale                                          |  |              |        |   |      |  |        |  
|Nitrogen                                           |  |              | 17     |   |      |  | 60     |  
|Product purchased for resale                       |  |              | 1      |   |      |  | 1      |  
|Ammonium sulfate, ESN and other                    |  |              |       |   |      |  | (1     | )
|Total Wholesale                                    |  |              | 18     |   |      |  | 60     |  
|Other                                              |  |              | (1     | ) |      |  | (1     | )
|                                                   |  |              | 23     |   |      |  | 68     |  



AGRIUM 2014 ANNUAL
REPORT    129



---

|                                    |  |      |       |  |      |  |       | 
|----------------------------------- |  | ---- | ----- |  | ---- |  | ----- | 
|                                    |  | 2014 |       |  | 2013 | 
|Additions to non-current assets (a) |  |      |       |  |      |  |       | 
|Retail                              |  |      |       |  |      |  |       | 
|North America                       |  |      | 399   |  |      |  | 745   | 
|International                       |  |      | 32    |  |      |  | 51    | 
|Total Retail                        |  |      | 431   |  |      |  | 796   | 
|Wholesale                           |  |      |       |  |      |  |       | 
|Nitrogen                            |  |      | 506   |  |      |  | 298   | 
|Potash                              |  |      | 1,356 |  |      |  | 1,213 | 
|Phosphate                           |  |      | 26    |  |      |  | 113   | 
|Product purchased for resale        |  |      |      |  |      |  | 2     | 
|Ammonium sulfate, ESN and other     |  |      | 19    |  |      |  | 40    | 
|Total Wholesale                     |  |      | 1,907 |  |      |  | 1,666 | 
|Other                               |  |      | 5     |  |      |  | 13    | 
|                                    |  |      | 2,343 |  |      |  | 2,475 | 

|(a) | Includes property, plant and equipment, intangibles and goodwill.
|--- | -----------------------------------------------------------------



|                                |  |                             |     |  |                            |  |    |                             |  |  |                             |  |  |              |    |   |                    |  |      |   |  |  |     | 
|------------------------------- |  | --------------------------- | --- |  | -------------------------- |  | -- | --------------------------- |  |  | --------------------------- |  |  | ------------ | -- | - | ------------------ |  | ---- | - |  |  | --- | 
|Significant non-cash items      |  |                             |     |  |                            |  |    |                             |  |  |                             |  |  |              |    |   |                    | 
|                                |  | 2014                        |     |  | 2013                       | 
|                                |  | Depreciationandamortization |     |  | Share-basedpaymentsexpense |  |    | Depreciationandamortization |  |  | Share-basedpaymentsrecovery |  |  | Purchasegain |    |   | Goodwillimpairment | 
|Retail                          |  |                             |     |  |                            |  |    |                             |  |  |                             |  |  |              |    |   |                    |  |      |   |  |  |     | 
|North America                   |  |                             | 257 |  |                            |  |   |                             |  |  | 202                         |  |  |              |   |   |                    |  | (257 | ) |  |  |    | 
|International                   |  |                             | 48  |  |                            |  |   |                             |  |  | 36                          |  |  |              |   |   |                    |  |     |   |  |  | 220 | 
|Total Retail                    |  |                             | 305 |  |                            |  |   |                             |  |  | 238                         |  |  |              |   |   |                    |  | (257 | ) |  |  | 220 | 
|Wholesale                       |  |                             |     |  |                            |  |    |                             |  |  |                             |  |  |              |    |   |                    |  |      |   |  |  |     | 
|Nitrogen                        |  |                             | 86  |  |                            |  |   |                             |  |  | 77                          |  |  |              |   |   |                    |  |     |   |  |  |    | 
|Potash                          |  |                             | 65  |  |                            |  |   |                             |  |  | 50                          |  |  |              |   |   |                    |  |     |   |  |  |    | 
|Phosphate                       |  |                             | 52  |  |                            |  |   |                             |  |  | 53                          |  |  |              |   |   |                    |  |     |   |  |  |    | 
|Product purchased for resale    |  |                             | 1   |  |                            |  |   |                             |  |  | 1                           |  |  |              |   |   |                    |  |     |   |  |  |    | 
|Ammonium sulfate, ESN and other |  |                             | 19  |  |                            |  |   |                             |  |  | 19                          |  |  |              |   |   |                    |  |     |   |  |  |    | 
|                                |  |                             | 223 |  |                            |  |   |                             |  |  | 200                         |  |  |              |   |   |                    |  |     |   |  |  |    | 
|Unallocated expenses            |  |                             | 7   |  |                            |  |   |                             |  |  | 17                          |  |  |              |   |   |                    |  |     |   |  |  |    | 
|Total Wholesale                 |  |                             | 230 |  |                            |  |   |                             |  |  | 217                         |  |  |              |   |   |                    |  |     |   |  |  |    | 
|Other                           |  |                             | 15  |  |                            |  | 50 |                             |  |  | 17                          |  |  |              | (7 | ) |                    |  |     |   |  |  |    | 
|                                |  |                             | 550 |  |                            |  | 50 |                             |  |  | 472                         |  |  |              | (7 | ) |                    |  | (257 | ) |  |  | 220 | 



|                              |  |          |        |  |                      |  |       |           |  |  |                       |  |  |  |       | 
|----------------------------- |  | -------- | ------ |  | -------------------- |  | ----- | --------- |  |  | --------------------- |  |  |  | ----- | 
|Key data by geographic region |  |          |        |  |                      |  |       |           |  |  |                       | 
|                              |  | 2014     |        |  | 2013                 | 
|                              |  | Sales(a) |        |  | Non-currentassets(b) |  |       | Sales (a) |  |  | Non-currentassets
(b) | 
|Canada                        |  |          | 3,227  |  |                      |  | 4,689 |           |  |  | 2,119                 |  |  |  | 3,738 | 
|United States                 |  |          | 9,702  |  |                      |  | 4,017 |           |  |  | 10,181                |  |  |  | 3,574 | 
|Europe                        |  |          | 584    |  |                      |  | 34    |           |  |  | 809                   |  |  |  | 40    | 
|South America                 |  |          | 406    |  |                      |  | 278   |           |  |  | 441                   |  |  |  | 331   | 
|Australia                     |  |          | 2,095  |  |                      |  | 281   |           |  |  | 2,075                 |  |  |  | 345   | 
|Other                         |  |          | 28     |  |                      |  | 267   |           |  |  | 102                   |  |  |  | 292   | 
|                              |  |          | 16,042 |  |                      |  | 9,566 |           |  |  | 15,727                |  |  |  | 8,320 | 

|(a) | Sales by location of third-party customers.
|--- | -------------------------------------------

|(b) | Excludes financial instruments and deferred tax assets.
|--- | -------------------------------------------------------



130    AGRIUM 2014 ANNUAL REPORT



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26.  ACCOUNTING POLICIES, JUDGMENTS, ASSUMPTIONS AND
ESTIMATES

IFRS requires us to describe accounting policies that we use that are relevant to an understanding of our financial statements if we
have selected the policies from alternatives allowed under IFRS. Without repeating or restating the actual text of the accounting standards, we have disclosed polices if disclosure would assist users in understanding how we reflect transactions and
other events and conditions in our financial statements.

In addition, IFRS requires us to describe a) judgments that we have made in the process of applying
our accounting and b) information about the assumptions and estimates we make in applying our accounting policies.



|A) | ACCOUNTING POLICY CHOICES REQUIRING JUDGMENTS THAT HAVE THE MOST SIGNIFICANT EFFECT ON THE AMOUNTS RECOGNIZED IN THE FINANCIAL STATEMENTS
|-- | -----------------------------------------------------------------------------------------------------------------------------------------



|                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------------------------------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Financial statement area                   |  | Accounting policy judgment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | Judgment factors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Long-lived assets
(IAS 16, IAS 36, IAS 38) |  | For property, plant and equipment and finite-lived intangible assets, we review for indicators of
impairment at each reporting period. We perform this review at the CGU level. A CGU may be a single asset or a group of assets if we cannot identify independent cash flows from an asset. If indicators of impairment of a CGU exist, we will calculate
its recoverable amount.  We perform an impairment test of goodwill and indefinite-lived
intangibles in the fourth quarter annually or earlier if indicators of impairment exist. We allocate goodwill to CGU groups based on the level at which goodwill is monitored internally by management. This level does not exceed the level of our
operating segments before aggregation. |  | We determine CGUs based on geographic regions, economic and commercial influences, product lines,
extent of shared infrastructure and interdependence of cash flows. We grouped (a) Wholesale assets by product lines because of differing production processes and inputs for each nutrient; and (b) Retail assets by geographic regions based on
customers, products and distribution methods.  We have allocated substantially all of
the carrying amount of goodwill to two groups of CGUs within the Retail business unit: Retail  North America and Retail  Australia.
|                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Foreign currency (IAS 21)                  |  | The functional currency of our operations is generally the local currency. Our presentation currency for the consolidated financial statements is the
U.S. dollar.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | In determining the functional currency of our operations, we primarily considered the currency that determines the pricing of transactions, rather than
focusing on the currency in which transactions are denominated. We also make judgments about whether an entity may have multiple branches with different functional currencies.                                                                                                                                                                                                                                       
|                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Provisions (IAS 37)                        |  | We distinguish between provisions and contingent liabilities based on the probability of an outflow of resources embodying economic benefits and the
availability of information to make a sufficiently reliable estimate. We make judgments as to whether an obligation exists and whether an outflow of resources embodying economic benefits for a liability of uncertain timing or amount is probable, not
probable, or remote. These judgments determine whether we recognize or disclose an amount in the financial statements.                                                                                                                                                                                                         |  | We consider all available information relevant to each specific matter. In 2014, we continued to review our litigation, asset retirement and
environmental remediation provisions and determined that our current provisions are our best estimate of future outflows. Accordingly, we did not make any significant changes to our existing provisions.                                                                                                                                                                                                                       
|                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Deferred income tax assets
(IAS 12)        |  | We recognize deferred tax assets only to the extent we consider it probable that we will recover
those assets. Our recognition of deferred tax assets affects the amount of our tax provision. 
We review the carrying amount of deferred tax assets at each reporting date to assess whether it remains probable that sufficient taxable earnings will be
available to allow us to utilize all or part of the deferred tax asset.                                                                                                                                                                                                                                                                                                            |  | We make judgments about when deferred tax assets are likely to reverse and assumptions as to whether or not there will be sufficient taxable
earnings available to offset the tax assets when they do reverse. In determining whether to establish a valuation allowance against a deferred tax asset, we perform a continual evaluation of all positive and negative evidence. Our evaluation
includes the magnitude and duration of past losses, current profitability and whether profitability is sustainable, and our earnings forecast.                                 



AGRIUM 2014 ANNUAL
REPORT    131



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B)     ASSUMPTIONS AND ESTIMATES IN APPLYING ACCOUNTING POLICIES

In preparing financial statements, we also make assumptions and estimates. We base our assumptions and estimates on our historical experience, current trends and all
available information that we believe is relevant at the time we prepare the financial statements. However, we cannot determine future events and their effects with certainty. Accordingly, as confirming events occur, actual results could ultimately
differ from our assumptions and estimates. Such differences could be material. We have provided sensitivity analysis elsewhere in the notes to these financial statements in instances where it is relevant to understanding managements
assumptions about the future. Sensitivity analysis presents the impact of reasonably possible changes to one assumption while holding other assumptions constant. Accordingly, such analysis provides only an approximation of the sensitivity to the
individual assumptions shown and does not reflect the full impact on our financial position and results of operations.

We consider estimates made in recording
inventory provisions, rebates, impairment of goodwill and indefinite lived intangible assets, income taxes, share-based compensation, and business combinations to be critical accounting estimates that require our most difficult, subjective, and
complex assumptions. In addition to these critical estimates, we have described other estimates and assumptions that accompany our accounting policy choices to assist users in understanding how we record transactions in the financial statements.



|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------------------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Financial statement area       |  | Accounting policy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | Assumptions and estimation uncertainty                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Business combinations (IFRS 3) |  | We recognize the consideration transferred, assets acquired and liabilities assumed at their acquisition date fair values, recognizing any goodwill
acquired or a gain on a purchase, and any non-controlling interest in the acquired business. For each business combination, we elect to measure the non-controlling interest in the acquired entity either at fair value or at the proportionate share of
the acquirees identifiable net assets.                                                                                                                                                                                                                                               |  | Our purchase price allocation process involves uncertainty as we make assumptions to identify tangible and intangible assets acquired, liabilities
assumed, and their fair values. To determine fair values, we use quoted market prices or widely accepted valuation techniques. These include discounted cash flow analyses and market multiple analyses, based on assumptions about economic conditions,
interest rates, industry economic factors, business strategies, and risks specific to the acquired asset or liability.
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Rebates (IAS 2)                |  | We account for rebates and prepay discounts as a reduction of the prices of the suppliers
products. Rebates based on the amount of materials purchased reduce cost of product as we sell inventory. We offset rebates based on sales volume to cost of product sold if we have earned the rebate based on sales volume of products.
 We accrue rebates that are probable and that we can reasonably estimate. We accrue rebates
that are not probable or estimable when we achieve certain milestones. We accrue rebates not covered by binding agreements or published vendor programs when we obtain conclusive documentation of right of receipt.                                               |  | We record accruals for some rebates by estimating the point at which we will have completed our performance under an agreement. Due to the complexity
and diversity of individual vendor agreements, we analyze and review historical trends to apply rates negotiated with our vendors to estimated and actual purchase volumes to determine accruals. Estimated amounts accrued throughout the year could be
impacted if actual purchase volumes differ from projected volumes.                                                 
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Inventories (IAS 2)            |  | We measure inventories at the lower of cost and net realizable value.
 Wholesale inventories consist primarily of crop nutrients, operating supplies and raw
materials, including both direct and indirect production and purchase costs, depreciation and amortization of assets employed directly in production, and freight to transport product to storage facilities. Operating supplies include catalysts used
in the production process, materials used for repairs and maintenance, and other supplies. 
Retail inventories consist primarily of crop nutrients, crop protection products, seed and merchandise and include the cost of delivery to move the product to
storage facilities. |  | Calculating the net realizable value of inventories requires estimates and assumptions about a combination of interrelated factors affecting forecasted
selling prices, including demand and supply variables. Demand variables include grain and oilseed prices, stock-to-use ratios and changes in inventories in distribution channels. Supply variables include forecasted prices of raw materials such as
natural gas, operating rates and crop nutrient inventory levels.                                                   



132    AGRIUM 2014 ANNUAL REPORT



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|                                                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |              | 
|---------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------ | 
|Financial statement area                                               |  | Accounting policy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                        | Assumptions and estimation uncertainty                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Impairment of goodwill and indefinite lived intangible assets (IAS 36) |  | For each CGU group to which we have allocated goodwill, we carry out an impairment test by calculating
the recoverable amount. The recoverable amount is the greater of FVLCD or value in use (VIU). 
In assessing FVLCD, we are not required to use a specific approach. For some calculations, we may use an income approach with a discounted cash flow technique.
For other calculations, we may use a market approach based on prices and other information generated by market transactions. We deduct the incremental cost of disposing the asset in determining FVLCD.
 In assessing VIU, we discount the estimated future cash flows to their present value using
a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.                                                                                                                                                                                                                       |                        | We make assumptions underlying projected cash flows used in our impairment test based on our annual five-year plan, which contains
information on sales (based on external and internal forecasts), assumed production levels and costs, product pricing, capital expenditures and allocation of corporate costs. Various factors could affect the estimated recoverable amount of a CGU,
including changes in market conditions such as crop nutrient prices, climate, planted acreage and global production capacity additions, interest rates, inflation rates, growth rates, foreign currency exchange rates, tariffs, costs and capital
expenditures. We base the long-term future growth rate that we use to estimate terminal value on past performance and managements expectations of market development. Where necessary, we adjust the above to reflect assumptions that independent
market participants would apply under the FVLCD approach.
|                                                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Property, plant and equipment (IAS 16, IAS 23, IAS 36, IAS 37)         |  | We present property, plant and equipment at cost net of accumulated depreciation and
accumulated impairment losses. We capitalize components requiring replacement at regular intervals, major inspections and overhauls, spare parts used in connection with specific equipment and standby equipment. We capitalize such costs if they meet
the asset recognition criteria of IAS 16 and the asset has an estimated useful life of greater than one year. We depreciate each component over the lesser of its estimated useful life or the remaining period until the next replacement or major
inspection or overhaul. If the construction or preparation for use of property, plant or equipment extends over a period of longer than 12 months, we capitalize borrowing costs up to the date of completion as part of the cost of acquisition or
construction.  We move an asset from the construction phase to the production phase and
begin depreciation when the asset is available for use in the manner intended by management. |                        | We depreciate property, plant and equipment on a straight-line basis using the following estimated useful lives, which we reassess
annually:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                       |  | Buildings and improvements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                        | 3  55 years                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                       |  | Machinery and equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                        | 1  55 years                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                       |  | Other                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                        | 2  45 years                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                       |  | We make assumptions
about the use of an asset based on the level of capital expenditures compared to construction cost estimates; completion of a reasonable period of testing of the asset; ability to produce product in saleable form within specifications; and ability
to sustain ongoing production.  During 2014, we reassessed the useful lives of property,
plant and equipment in our Retail business unit based on observations of the rate of consumption through its existing use. Current and expected reduction in depreciation expense is 2014  $22-million, 2015  $73-million, 2016 
$38-million, and 2017  $16-million.                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Intangible assets other than goodwill (IAS 38)                         |  | We initially measure finite-lived intangible assets at cost and amortize them over their estimated useful lives, except for
intangible assets with indefinite useful lives. We capitalize costs for internally generated intangible assets when costs meet criteria for feasibility. We expense research or development expenditures that do not meet the capitalization
criteria.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                        | We amortize finite-lived intangible assets on a straight-line basis using the following estimated useful lives, which we reassess
annually:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Trade names            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 5  10 years
|                                                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Customer relationships |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 5  10 years
|                                                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Technology             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 3  7 years 
|                                                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Other                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 5  20 years



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REPORT    133



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|                                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Financial statement area                                  |  | Accounting policy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | Assumptions and estimation uncertainty                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Revenue recognition (IAS 18)                              |  | We recognize revenue when we meet the requirements of IAS 18. For the sale of goods, risks and rewards
of ownership pass to our customers based on the contractual terms of the arrangement. In most cases, the terms of the arrangement are such that risks and rewards transfer when product is:

Picked up by the
customer; 
Delivered to the
destination specified by our customer;  Delivered to the vessel on which the product will be shipped; or 
Delivered to the
destination port.  We recognize revenue for services when the service is complete.
We deduct provisions for returns, trade discounts, and rebates from revenue. We recognize interest income using the effective interest method. |  | We make various estimates to recognize revenue, including our ability to collect consideration for a sale, the impact of estimated customer sales
returns and some customer incentive programs, whether we are acting as an agent or principal in a sale, and whether a service is complete. We make estimates based on historical and forecasted data, contractual terms and current conditions. Because
of the nature of our sales of goods and services, any single estimate would have only a negligible impact on revenue recognition.
|                                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Assets held for sale and discontinued operations (IFRS 5) |  | We measure assets held for sale at the lower of their carrying amount and FVLCD. We have disclosed information about discontinued operations in note
3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | For assets held for sale, we make estimates of the value of the asset and when we will complete the sale. We estimate FVLCD using assumptions an
independent market participant would use about the future cash flows of the asset and its eventual disposal. Assumptions include production or sales volumes, sales prices and discount rates.                                                                                                                                                                                            
|                                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Income taxes (IAS 12)                                     |  | In determining our provision for income taxes, we use an annual effective income tax rate based on
annual income, permanent differences between book and tax income, and substantially enacted income tax rates. We adjust our annual effective income tax rate as additional information on outcomes or events becomes available.
 We recognize a tax benefit or liability for an uncertain tax position when our best
estimate is that the position is more likely than not to be sustained on examination, based on a qualitative assessment of all relevant factors.                                                                                                                                          |  | We make assumptions to estimate the exposures associated with our various filing positions. We
recognize a provision when it becomes probable that we will incur additional tax liabilities for such exposures. Changes in tax law, the level and geographic mix of earnings and the results of tax audits also affect our effective income tax
rate.  Determining tax provisions requires that we make assumptions about the ultimate
outcome of a filing position, which can change over time depending on facts and circumstances.      
|                                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Employee future benefits (IAS 19)                         |  | We establish a liability when an employee has provided service in return for benefits that we expect to pay in the future. For defined benefit pension
plans, we recognize a defined benefit obligation, based on actuarial assumptions, net of the fair value of plan assets.                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | We use actuarial assumptions to determine the obligations for employee future benefits at each reporting period. These assumptions include the discount
rate, expected long-term rate of return on assets, rate of increase in compensation levels, mortality rates, and health care cost trend rates. We have provided detailed information on the assumptions used in note 17.                                                                                                                                                           
|                                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Leases (IAS 17, IFRIC 4)                                  |  | An arrangement may be or contain a lease according to the substance of the arrangement. This is the case if the arrangement is dependent on the use of
an asset or conveys a right to use an asset, even if not explicitly stated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | Leasing arrangements primarily relate to railcars and other rolling stock, which we have classified as operating leases. In making this determination,
we primarily considered that the lease term does not constitute a major part of the assets economic life, that ownership does not transfer to us at the end of the lease term, and that the present value of minimum lease payments does not
represent a significant portion of the fair value of the asset at the inception of the lease.                                         



134    AGRIUM 2014 ANNUAL REPORT



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|Financial statement area          |  | Accounting policy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | Assumptions and estimation uncertainty                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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|Provisions (IAS 37)               |  | Our most significant provisions relate to litigation, asset retirement and environmental remediation
provisions.  We measure provisions (liabilities of uncertain timing or amount) at the
best estimate of the expenditure required to settle the liability. We take risks and uncertainties into account when measuring a provision. We discount a provision to its present value using a pre-tax, risk-free discount rate. We do not recognize
contingent liabilities (obligations that we cannot measure with sufficient reliability or obligations for which it is not probable that an outflow of resources will be required to settle the obligation). We have described policy choices applying to
provisions and contingent liabilities in notes 18 and 23. |  | In estimating the outcome of litigation, we make assumptions including experience with similar matters,
past history, precedents, evidence and facts specific to the matter. These assumptions determine whether we require a provision or disclosure in the financial statements. 
In determining provisions for asset retirement and environmental remediation, we assess factors such as the extent of contamination, the nature and timing of the
work we are obligated to perform or pay for, changes to environmental laws and regulations, and whether we will share any of the costs with third parties.
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|Share-based compensation (IFRS 2) |  | We recognize share-based payment transactions when we obtain services from an employee. We expect to settle our share-based compensation plans in cash.
We measure share-based compensation at the fair value of the liability, and remeasure liabilities at the end of each reporting period and at the date of settlement. We have described our policy choices applying to our plans in note 20.                                                                                                                                                                                                                                                                                                                                                                  |  | In valuing share-based payment transactions and liabilities, we make assumptions about the future volatility of our share price, expected dividend
yield, future employee turnover rates, future employee stock option exercise behavior and corporate performance. Such estimates and assumptions are inherently uncertain.                                                                                                                                                                                                                                                                                    
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|Financial instruments (IFRS 9)    |  | Refer to section c) below for a full description of our accounting policy, newly adopted in 2014.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | Refer to note 21 for significant assumptions and estimates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

C)     IMPACT OF ADOPTION OF IFRS 9 (2013)

On adoption of IFRS 9, in accordance with its transitional provisions, we have not restated prior periods but have classified the financial assets that we held at
January 1, 2014, retrospectively based on the new classification requirements and the characteristics of each financial instrument at the transition date. Adoption of IFRS 9 resulted in balance sheet reclassifications without impact to
earnings.

Accounting policy changes adopted under IFRS 9 Financial Instruments

We classify and measure financial assets on initial recognition as described below.



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|--------------------------------------------------------------------------------------------------------------------- |  | ------------------------------
|Characteristics of financial instrument                                                                               |  | Category oninitial recognition
|                                                                                                                      | 
|If the objective of our business model for the instrument or group of instruments is to:                              |  | Amortized cost                
|                                                                                                                      | 
|Hold the asset to collect the contractual cash flows; and                                                            |  |                               
|                                                                                                                      | 
|The contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest. |  |                               
|                                                                                                                      | 
|All financial instruments not at amortized cost                                                                       |  | Fair value                    



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REPORT    135



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|                       |  |                                             |  |                                                          |  |                                                          
|---------------------- |  | ------------------------------------------- |  | -------------------------------------------------------- |  | ---------------------------------------------------------
|                       |  | Fair value through profit or loss
(FVTPL) |  | Fair value through other
comprehensive income (FVTOCI) |  | Financial assets and liabilities
at amortized cost (AC)
|Instrument type        |  | Debt, equity or derivative                  |  | Equity                                                   |  | Debt                                                     
|Measurement            |  | Fair value                                  |  | Fair value                                               |  | Amortized cost (c)                                       
|Fair value gains       |  | Profit or loss                              |  | Other comprehensive income (a)(b)                        |  |                                                         
|and losses             |  |                                             |  |                                                          |  |                                                          
|Interest and dividends |  | Profit or loss                              |  | Profit or loss                                           |  | Profit or loss: effective interest rate                  
|Impairment             |  | Profit or loss (assets)                     |  | Other comprehensive income (b)                           |  | Profit or loss (assets)                                  
|Foreign exchange       |  | Profit or loss                              |  | Other comprehensive income (b)                           |  | Profit or loss                                           
|Transaction costs      |  | Profit or loss                              |  | Included in cost of instrument                           |  | Included in cost of instrument                           

|(a) | For equity investments not held for trading, we may make an irrevocable election at initial recognition to recognize changes in fair value through other comprehensive income rather than profit or loss. We did not make
any such elections.
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|(b) | If we elect to present unrealized and realized fair value gains and losses on equity investments in other comprehensive income, there is no subsequent recycling of fair value gains and losses to profit or loss. We would
recognize dividends from such investments in profit or loss as long as they represent a return on investment.
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|(c) | We may make an election under certain circumstances to irrevocably designate a financial asset or financial liability as measured at fair value. We did not make any such elections.
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For financial liabilities, IFRS 9 retains most of the IAS 39 requirements. Because we have not chosen the option of designating any financial liabilities at fair value
through profit or loss and we do not have embedded derivatives, the adoption of IFRS 9 (2010) did not impact our accounting policies for financial liabilities or derivative financial instruments.

We recognize purchases and sales of financial assets on the trade date, which is the date on which we commit to purchase or sell the asset. We derecognize financial
assets when the rights to receive cash flows from the investments have expired or we have transferred them, and we have transferred substantially all risks and rewards of ownership. We recognize derivative contracts with physical delivery that meet
certain conditions on the settlement date.

Classification of financial instruments



|                                                   |  |                       |  |                      
|-------------------------------------------------- |  | --------------------- |  | ---------------------
|Financial instrument                               |  | Category under IAS 39 |  | Category under IFRS 9
|Financial assets                                   |  |                       |  |                      
|Cash and cash equivalents (a)                      |  | FVTPL                 |  | AC                   
|Accounts receivable  trade (a)                    |  | L&R                   |  | AC                   
|Accounts receivable  derivatives                  |  | FVTPL                 |  | FVTPL                
|Other financial assets  marketable securities (b) |  | AFS                   |  | FVTPL                
|Other financial assets  receivables               |  | L&R                   |  | AC                   
|Other financial assets  investments (c)           |  | AFS                   |  | AC                   
|Other financial assets  derivatives               |  | FVTPL                 |  | FVTPL                
|Financial liabilities                              |  |                       |  |                      
|Short-term debt (a)                                |  | AC                    |  | AC                   
|Accounts payable  trade (a)                       |  | AC                    |  | AC                   
|Accounts payable  derivatives                     |  | FVTPL                 |  | FVTPL                
|Long-term debt                                     |  | AC                    |  | AC                   
|Other financial liabilities                        |  | AC                    |  | AC                   
|Other financial liabilities  derivatives          |  | FVTPL                 |  | FVTPL                

|(a) | Carrying amount approximates fair value due to the short-term nature of the instruments.
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|(b) | We reclassified marketable securities of $104-million classified as current assets available for sale at January 1, 2014, to fair value through profit or loss ($95-million) and amortized cost ($9-million) without
any fair value gain or loss on reclassification. We transferred net accumulated fair value losses of $8-million on these securities classified as available for sale at January 1, 2014, to retained earnings.
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|(c) | We reclassified investments of $12-million classified as non-current assets available for sale at January 1, 2014, to amortized cost without any gain or loss on reclassification.
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136    AGRIUM 2014 ANNUAL REPORT



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D)     OTHER RECENT ACCOUNTING PRONOUNCEMENTS

The International Accounting Standards Board has issued the following accounting pronouncements, which either have been adopted, or will be adopted in the future, and
which could have a material impact.



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|-------------- |  | ----------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------- |  | ----------------------------------------------
|New or amended |  | Standard/interpretation |  | Description                                                                                                                                                                                                                                                                                                                 |  | Agriums date and methodof adoption                                               |  | Impact                                        
|               |  |                         |  |                                                                                                                                                                                                                                                                                                                            
|New            |  | IFRS 15                 |  | Revenue from Contracts with Customersestablishes a five-step model that will apply to revenue earned from a contract with a customer. The standard provides specific guidance on
identifying separate performance obligations in the contract and allocating the transaction price to the separate performance obligations. |  | Agrium expects to adopt for annual periods beginning on or after January 1, 2017. |  | We are currently evaluating the impact.       
|               |  |                         |  |                                                                                                                                                                                                                                                                                                                            
|Amended        |  | IFRS 11                 |  | Joint Arrangementsclarifies that when an entity acquires an interest in a joint operation that meets the definition of a business, it should be accounted for under IFRS 3 Business
Combinations.                                                                                                                           |  | Amendments adopted January 1, 2015.                                               |  | There will be no material impact on adoption. 
|               |  |                         |  |                                                                                                                                                                                                                                                                                                                            
|Amended        |  | IAS 32                  |  | Offsetting Financial Assets and Liabilities(a) clarifies requirements for the right to set-off for rights that are contingent, and enforceability in default, insolvency or bankruptcy
of all parties to a liability and (b) clarifies provisions on net settlement.                                                        |  | Amendments adopted January 1, 2014.                                               |  | There has been no material impact on adoption.
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|New            |  | IFRIC 21                |  | Leviesestablishes guidance on accounting for levies imposed by governments.                                                                                                                                                                                                                                                 |  | Adopted January 1, 2014, retrospectively.                                         |  | There has been no material impact on adoption.



AGRIUM 2014 ANNUAL
REPORT    137