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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 40-F
  o
    
    Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934Orþ
    
    Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
 For fiscal year ended:
    
    December 31, 2006
 Commission file number:
    
    No. 001-14460
 AGRIUM INC.
  Canada
 2873/5191
 98-0346248
 13131 Lake Fraser Drive S.E.
Calgary, Alberta
T2J 7E8 Canada
(403) 225-7000
 CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
U.S.A.
(212) 894-8940




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Title of each class:
    
    Name of each exchange on which registered:
 Common Shares
    
    New York Stock Exchange
  Not Applicable
  Not Applicable
  þ     Annual Information Form
    
    þ     Audited Annual Financial Statements
  Common Shares
    
    133,060,973
  Yes     o
    
    No     þ
  Yes     þ
    
    No     o
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DISCLOSURE CONTROLS AND PROCEDURES
 A.
    
    Evaluation of Disclosure Controls and ProceduresAgrium Inc. (the Registrant) maintains disclosure controls and procedures and
internal control over financial reporting designed to ensure that information required to
be disclosed in the Registrants filings under the Securities Exchange Act of 1934, as
amended (the Exchange Act) is recorded, processed, summarized and reported within the
time period specified in the rules and forms of the Securities and Exchange Commission (the
SEC). The Registrants Chief Executive Officer (CEO) and Chief Financial Officer
(CFO), after having evaluated the effectiveness of the Registrants disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of
the period covered by this report have concluded that, as of such date, the Registrants
disclosure controls and procedures were effective to ensure that information required to be
disclosed by the Registrant in reports that the Registrant files or submits under the
Exchange Act is (i) recorded, processed, summarized and reported, within the time periods
specified in the SECs rules and forms, and (ii) accumulated and communicated to
management, including its principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely decisions regarding required
disclosure. However, as recommended by the SEC in its adopting release, the Registrant
will continue to periodically evaluate its disclosure controls and procedures and will make
modifications from time to time as deemed necessary to ensure that information is recorded,
processed, summarized and reported within the time periods specified in the SECs rules and
forms.The Registrants disclosure controls and procedures are designed to provide reasonable
assurance of achieving their objectives and, as indicated in the preceding paragraph, the
CEO and CFO believe that the Registrants disclosure controls and procedures are effective
at that reasonable assurance level, although the CEO and CFO do not expect that the
disclosure controls and procedures or internal control over financial reporting will
prevent all errors and fraud. A control system, no matter how well conceived or operated,
can provide only reasonable, not absolute, assurance that the objectives of the control
system are met.B.
    
    Managements Annual Report on Internal Control Over Financial ReportingThe required disclosure is included in the Managements Report that accompanies the
Registrants Consolidated Financial Statements for the fiscal year ended December 31, 2006,
filed as part of this Annual Report on Form 40-F.C.
    
    Attestation Report of the Independent Registered Public Accounting FirmThe required disclosure is included in the Report of Independent Registered Public
Accounting Firm that accompanies the Registrants Consolidated Financial Statements for
the fiscal year ended December 31, 2006, filed as part of this Annual Report on Form 40-F.
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D.
    
    Changes in Internal Control Over Financial ReportingThere was no change in the Registrants internal control over financial reporting that
occurred during the period covered by this report that has materially affected, or is
reasonably likely to materially affect, its internal control over financial reporting.
 PRINCIPAL DOCUMENTS
  (1)
    
    Annual Information Form for the Year Ended December 31, 2006 (included as
Exhibit 99.1 hereto);(2)
    
    Managements Discussion and Analysis from the 2006 Annual Report to
Shareholders (included as Exhibit 99.2 hereto); and(3)
    
    Audited Annual Financial Statements for the Year Ended December 31, 2006
(included as Exhibit 99.3 hereto).
 AUDIT COMMITTEE FINANCIAL EXPERT
    CODE OF ETHICS
 www.agrium.com
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PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Category
    
    Year Ended December 31,2005
    
    
    2006Audit Fees (1)
    
    $
    777,000
    
    
    $
    1,940,500Audit-Related Fees(2)
    
    $
    63,000
    
    
    
    105,000Tax Fees(3)
    
    $
    277,500
    
    
    
    181,100All Other Fees(4)
    
    $
    56,000
    
    
    
    4,000Total
    
    $
    1,173,500
    
    
    $
    2,230,600
 (1)
    
    For professional services rendered by KPMG LLP for the audit and review of the Registrants
financial statements or services that are normally provided by KPMG LLP in connection with
statutory and regulatory filings or engagements. The increase in audit fees in 2006 over 2005
is primarily attributable to and reflective of the additional work that was required in 2006
to comply with Section 404 of the Sarbanes Oxley Act of 2002.
 (2)
    
    For assurance and related services by KPMG LLP that are reasonably related to the performance
of the audit or review of the Registrants financial statements and are not reported under
Audit Fees above, including audits of the combined financial statements for North America
Retail Operations for the fiscal years 2005 and 2006; audits of the financial statements for
VU Partnership for the fiscal years 2005 and 2006; and compliance reports relating to
contractual debt arrangements.
 (3)
    
    For professional services rendered by KPMG LLP for tax compliance, tax advice and tax
planning with respect to Canadian, U.S. and international jurisdictions; expatriate tax
planning services; compliance services relating to exportation tax filings; review and
preparation of tax filings; tax advice relating to potential asset and business
acquisitions/combinations; and other tax planning and compliance services.
 (4)
    
    For services provided by KPMG LLP, other than the services reported under Audit Fees,
Audit-Related Fees and Tax Fees above, consisting of miscellaneous corporate reporting,
compliance, and translation services.
 (5)
    
    The above amounts exclude billings from KPMG USA to Royster-Clark which had been pre-approved
by the Royster-Clark audit committee in the amounts of: Audit Fees ($nil), Audit-Related Fees
($nil), Tax Fees ($374,700) and All Other Fees ($nil) related to 2006.
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AUDIT COMMITTEES PRE-APPROVAL POLICIES AND PROCEDURES
  OFF-BALANCE SHEET ARRANGEMENTS
  TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
  IDENTIFICATION OF THE AUDIT COMMITTEE
  UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
 A.
    
    UndertakingThe Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the staff of the SEC, and to furnish
promptly, when requested to do so by the SEC staff, information relating to the securities
in relation to which the obligation to file an annual report on Form 40-F arises or
transactions in said securities.B.
    
    Consent to Service of ProcessThe Registrant has previously filed with the SEC a Form F-X in connection with the
Common Shares.Any change to the name or address of the Registrants agent for service shall be
communicated promptly to the SEC by amendment to the Form F-X referencing the file number
of the Registrant.
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SIGNATURES
  AGRIUM INC.Date: March 5, 2007
    By:
    /s/ Michael M. WilsonName:
    Michael M. WilsonTitle:
    President & Chief Executive Officer 7




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EXHIBIT INDEX
 Exhibits
    
    Description99.1
    
    
    Annual Information Form for the Year Ended December 31, 200699.2
    
    
    Managements Discussion and Analysis from the 2006 Annual Report to Shareholders99.3
    
    
    Audited Annual Financial Statements for the Year Ended December 31, 200699.4
    
    
    Consent Letter from KPMG LLP99.5
    
    
    Officers Certifications Required by Rule 13a-14(a) or Rule 15d-14(a)99.6
    
    
    Officers Certifications Required by Rule 13a-14(b) or Rule 15d-14(b) and Section
1350 of Chapter 63 of Title 18 of the United States Code
 8