EXHIBIT
99.4
 AGRIUM INC.
 RECONCILIATION WITH UNITED STATES GENERALLY 
ACCEPTED ACCOUNTING PRINCIPLES
FOR THE YEARS ENDED 
DECEMBER 31, 2009, 2008 AND 2007




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 To the Board of Directors of Agrium Inc.




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AGRIUM INC.
  For the year ended December 31,Reconciliation of net earnings under Canadian GAAP to U.S. GAAP
    
    2009
    
    
    2008
    
    
    2007Net earnings, Canadian GAAP
    
    
    366
    
    
    
    1,322
    
    
    
    441Stock-based compensation (a)
    
    
    (7
    )
    
    
    (6
    )
    
    
    (4
    )Inventories and purchase commitments (b)
    
    
    104
    
    
    
    (104
    )
    
    
    Acquisition-related costs (c)
    
    
    (45
    )
    
    
    
    
    
    
    Stripping costs (d)
    
    
    (16
    )
    
    
    1
    
    
    
    (6
    )Other (e)
    
    
    (6
    )
    
    
    (15
    )
    
    
    (12
    )Income tax effect of the above adjustments
    
    
    (25
    )
    
    
    46
    
    
    
    7Net earnings attributable to common shareholders, U.S. GAAP
    
    
    371
    
    
    
    1,244
    
    
    
    426Net earnings attributable to non-controlling interests
    
    
    (1
    )
    
    
    (30
    )
    
    
    (3
    )Net earnings, U.S. GAAP
    
    
    370
    
    
    
    1,214
    
    
    
    423Earnings per common share, U.S. GAAPBasic
    
    
    2.36
    
    
    
    7.89
    
    
    
    3.17Diluted
    
    
    2.36
    
    
    
    7.84
    
    
    
    3.14
 For the year ended December 31,Comprehensive income under U.S. GAAP
    
    2009
    
    
    2008
    
    
    2007Net earnings attributable to common shareholders, U.S. GAAP
    
    
    371
    
    
    
    1,244
    
    
    
    426Cash flow hedges, net of tax
    
    
    (4
    )
    
    
    (14
    )
    
    
    19Foreign currency translation
    
    
    94
    
    
    
    (234
    )
    
    
    49Funded status of defined benefit plans, net of tax (f)
    
    
    12
    
    
    
    (7
    )
    
    
    17Other
    
    
    29
    
    
    
    (4
    )
    
    
    Comprehensive income, U.S. GAAP
    
    
    502
    
    
    
    985
    
    
    
    511
 As at December 31,Cumulative effect of adjustments from Canadian GAAP to U. S. GAAP on shareholders equity
    
    2009
    
    
    2008Shareholders equity, Canadian GAAP
    
    
    4,592
    
    
    
    4,110Stock-based compensation (a)
    
    
    (17
    )
    
    
    (10
    )Inventories and purchase commitments (b)
    
    
    
    
    
    
    (104
    )Acquisition-related costs (c)
    
    
    (45
    )
    
    
    Stripping costs (d)
    
    
    (20
    )
    
    
    (5
    )Funded status of defined benefit plans (f)
    
    
    (44
    )
    
    
    (62
    )Cumulative translation adjustment  employee future benefits
    
    
    (4
    )
    
    
    2Other
    
    
    (46
    )
    
    
    (43
    )Income tax effect of the above adjustments
    
    
    48
    
    
    
    82Equity attributable to common shareholders, U.S. GAAP
    
    
    4,464
    
    
    
    3,970Non-controlling interests
    
    
    11
    
    
    
    242Shareholders equity, U.S. GAAP
    
    
    4,475
    
    
    
    4,212




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For the year ended December 31,Reconciliation of statement of cash flows from Canadian GAAP to U.S. GAAP
    
    2009
    
    2008
    
    2007Cash flows provided by operating activities, Canadian GAAP
    
    
    1,404
    
    
    
    1,044
    
    
    
    494Acquisition-related costs
    
    
    (45
    )
    
    
    
    
    
    
    Stripping costs
    
    
    (16
    )
    
    
    1
    
    
    
    (6
    )Other
    
    
    (9
    )
    
    
    (29
    )
    
    
    (6
    )Cash flows provided by operating activities, U.S. GAAP
    
    
    1,334
    
    
    
    1,016
    
    
    
    482Cash flows used in investing activities, Canadian GAAP
    
    
    (513
    )
    
    
    (3,375
    )
    
    
    (561
    )Acquisition-related costs
    
    
    45
    
    
    
    
    
    
    
    Stripping costs
    
    
    16
    
    
    
    (1
    )
    
    
    6Other
    
    
    9
    
    
    
    29
    
    
    
    6Cash flows used in investing activities, U.S. GAAP
    
    
    (443
    )
    
    
    (3,347
    )
    
    
    (549
    )Cash flows provided by financing activities, Canadian and U.S. GAAP
    
    
    (315
    )
    
    
    1,196
    
    
    
    1,467Net increase (decrease) in cash and cash equivalents during the year
    
    
    576
    
    
    
    (1,135
    )
    
    
    1,400Cash and cash equivalents, beginning of year
    
    
    374
    
    
    
    1,509
    
    
    
    109Deconsolidation of EAgrium subsidiary
    
    
    (17
    )
    
    
    
    
    
    
    Cash and cash equivalents, end of year
    
    
    933
    
    
    
    374
    
    
    
    1,509
  a)
    
    U.S. GAAP requires measurement at fair value of stock-based compensation plans classified as
liabilities. Such liabilities under Canadian GAAP are measured at intrinsic value. The Company
estimates the fair value of liabilities for employee stock-based compensation plan awards
using a trinomial option pricing model for awards with a service condition, and a Monte Carlo
simulation model for awards with service and market conditions.
 Assumptions used to calculate fair value of stock options
    
    2009
    
    2008
    
    2007Risk-free interest rate (%)
    
    
    3.8
    
    
    
    2.2
    
    
    
    3.6Expected volatility (%)
    
    
    43.04
    
    
    
    41.13
    
    
    
    29.62Dividend rate (%)
    
    
    0.18
    
    
    
    0.32
    
    
    
    0.15Expected term at grant date (in years)
    
    
    10
    
    
    
    10
    
    
    
    10Suboptimal exercise factor
    
    
    2.0
    
    
    
    2.0
    
    
    
    2.0
 b)
    
    U.S. GAAP requires inventories to be carried at the lower of cost and market. Market is
defined as current replacement cost, subject to a minimum of net realizable value less a
normal profit margin, and a maximum of net realizable value. Under Canadian GAAP the amount of
an inventory write-down may differ from U.S. GAAP because Canadian GAAP requires inventories
to be carried at the lower of cost and net realizable value without consideration of minimum
or maximum values. The components of the difference between U.S. GAAP and Canadian GAAP on the
statement of operations are shown below:
 2009
    
    2008
    
    2007Write-downs
    
    
    (8
    )
    
    
    (104
    )
    
    
    Reversals due to sale of previously written down inventory
    
    
    112
    
    
    
    
    
    
    
    104
    
    
    
    (104
    )
    
    
    
 U.S. GAAP inventory reserves at December 31, 2009 were $19-million (December 31, 2008 
$320-million, December 31, 2007  nil).c)
    
    Acquisition-related costs are excluded from the purchase price in a business combination and
are expensed as incurred under U.S. GAAP, effective January 1, 2009. Under Canadian GAAP, such
amounts are included in the purchase price.d)
    
    U.S. GAAP requires recognition of stripping costs directly as a component of the cost of
inventory produced each period. Under Canadian GAAP, the Company capitalizes and amortizes
stripping costs.




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e)
    
    Other adjustments necessary to conform to U.S. GAAP were as follows:
 Statement of OperationsFor the year ended December 31,2009
    
    2008
    
    2007Elimination under U.S. GAAP
for profit on inventory not
sold by equity accounted
affiliate
    
    
    3
    
    
    
    (3
    )
    
    
    (6
    )Adjustment to accumulated
balance of U.S. GAAP
inventory adjustments at
January 1, 2008
    
    
    
    
    
    
    18
    
    
    
    Start-up costs capitalized
under Canadian GAAP and
expensed under U.S. GAAP
    
    
    
    
    
    
    6
    
    
    
    (6
    )Interest costs expensed
under Canadian GAAP required
to be capitalized under U.S.
GAAP
    
    
    (9
    )
    
    
    1
    
    
    
    Deferred development costs
capitalized under Canadian
GAAP and expensed under U.S.
GAAP
    
    
    
    
    
    
    (37
    )
    
    
    (6
    )
    
    
    (15
    )
    
    
    (12
    )
 f)
    
    U.S. GAAP requires recognition of the funded status of pension and other post-retirement
defined benefit plans on the consolidated balance sheets, with changes in that funded status
recorded as a component of other comprehensive income (OCI) in the period they occur.
Canadian GAAP does not require similar treatment.
 g)
    
    Joint ventures  Under U.S. GAAP, interests in a joint venture where the venturer does not
control the joint venture are to be accounted for using the equity method. Under Canadian
GAAP, such joint ventures are proportionately consolidated when joint control exists. As
permitted by specific exemptions provided by the SEC, adjustments to reflect the application
of equity accounting have not been made. Application of the equity method would not result in
differences to shareholders equity or net earnings.
 h)
    
    U.S. GAAP uses a more-likely-than-not threshold to determine recognition of uncertain tax
positions. Canadian GAAP does not have a similar standard. U.S. GAAP also provides guidance
that differs from Canadian requirements for classification, interest and penalties, and
disclosure.
 i)
    
    U.S. GAAP requires disclosure on the face of the balance sheet of outstanding common shares
issued and outstanding. The Company has unlimited authorized common share capital.
 j)
    
    Reclassifications of certain items recorded under Canadian GAAP would be required under U.S.
GAAP. The resulting presentation differences outlined below do not affect U.S. GAAP net
earnings.
 i.
    
    Stock-based compensation expense  During the year, the Company included in other
expenses stock-based compensation (recovery) expense of $80-million (2008  $(19)-million;
2007  $118-million).
 For the year ended December 31,Allocation of expenses under U.S. GAAP
    
    2009
    
    2008
    
    2007Stock-based compensation expenseCost of product
    
    
    5
    
    
    
    (1
    )
    
    
    8Selling
    
    
    3
    
    
    
    (1
    )
    
    
    4General and administrative
    
    
    72
    
    
    
    (17
    )
    
    
    106Total stock-based compensation expense
    
    
    80
    
    
    
    (19
    )
    
    
    118Curtailment gainCost of product
    
    
    
    
    
    
    
    
    
    
    9Selling
    
    
    
    
    
    
    
    
    
    
    1Total curtailment gain
    
    
    
    
    
    
    
    
    
    
    10
 ii.
    
    Financing costs  The Company recorded $10-million (2008  $12-million) as at
December 31, 2009 in unamortized costs relating to financing as a reduction to long-term
debt under Canadian GAAP. Under U.S. GAAP, such costs are presented as non-current assets.iii.
    
    Depreciation and amortization  Prior to January 1, 2008, Canadian GAAP allowed fixed
overhead costs associated with production activities to be expensed during the period,
whereas U.S. GAAP
requires an allocation of fixed production overhead to inventory. On January 1, 2008, the
Company prospectively adopted CICA Handbook Section 3031 which harmonizes Canadian GAAP and
U.S. GAAP in accounting for depreciation in inventory. On adoption, and in accordance with
the transitional provisions of CICA 3031, the Company recorded depreciation related to
assets




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employed directly in production to inventory. Depreciation included in inventory at
December 31, 2009 was: Canadian GAAP: $16-million (2008  $12-million); U.S. GAAP
$16-million (2008  $12-million). Depreciation included in cost of product sold was:
Canadian GAAP: $118-million (2008  $108-million; 2007  nil); U.S. GAAP $118-million
(2008  $108-million; 2007  $116-million).iv.
    
    Income and other taxes payable  As at December 31, 2009, income and other taxes
payable in the amount of $396-million (2008  $86-million; 2007  nil) are included within
accounts payable and accrued liabilities under Canadian GAAP. Under U.S. GAAP, these
liabilities are presented as a separate line item within the current liabilities section of
the balance sheet.
 k)
    
    Our accounting policy regarding planned major maintenance, which is consistent under Canadian
GAAP and U.S. GAAP, is disclosed for U.S. GAAP purposes as follows:
 Planned major maintenance includes replacement or overhaul of equipment and items such as
compressors, turbines, pumps, motors, valves, piping and other parts, internal assessment of
production equipment, replacement of aged catalysts, new installation or recalibration of
measurement and control devices and other costs. Such expenditures are capitalized if they
extend the useful life or increase the output or efficiency of equipment compared to
pre-turnaround optimal working condition-levels of efficiency and output. Expenditures that
do not extend the useful life or increase the output or efficiency of equipment such as
routine maintenance and expenditures to maintain production equipment in proper working
condition are expensed as incurred. The nature of deferred turnaround expenditures are
consistent in all periods presented. Turnarounds are charged to cost of product sold on a
straight line basis over the period until the next turnaround, generally one to four years.
Capitalization of planned major maintenance, as opposed to expensing the cost when incurred,
results in deferring recognition of plant turnaround expenditures and results in the
classification of the related cash outflows as investing activities in the Companys
statement of cash flows, whereas others that expense similar costs as incurred classify the
cash outflows as operating cash flows.
 1. ACCOUNTING PRONOUNCEMENTS
 Recently Adopted Accounting Pronouncements
  FASB Accounting Standards Codification 
 Business Combinations 
 Assets Acquired and Liabilities Assumed in a Business Combination that Arise from Contingencies 
 Non-controlling Interests in Consolidated Financial Statements 
 Disclosures about Derivative Instruments and Hedging Activities 
 Fair Value Measurements 
 Subsequent Events 




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Determination of the Useful Life of Intangible Assets 
 Interim Disclosures about Fair Value of Financial Instruments 
 Recognition and Presentation of Other-than-Temporary Impairments 
 Equity Method Investment Accounting Considerations 
 Accounting for Defensive Intangible Assets 
 Employers Disclosures about Postretirement Benefit Plan Assets
 Recent Accounting Pronouncements Not Yet Adopted
  Consolidations: Improvements to Financial Reporting by Enterprises Involved with Variable Interest
Entities
 Accounting for Transfers of Financial Assets
 Measuring Liabilities at Fair Value
 Revenue Recognition: Multiple Deliverable Revenue Arrangements 
 2. INCOME TAXES
  Unrecognized tax benefits
    
    2009
    
    2008Opening balance
    
    
    97
    
    
    
    77Additions based on tax positions related to the current year
    
    
    3
    
    
    
    12Additions for tax positions of prior years
    
    
    10
    
    
    
    9Reductions for tax positions of prior years
    
    
    
    
    
    
    (1
    )Expiry of statute of limitations
    
    
    (5
    )
    
    
    Closing balance
    
    
    105
    
    
    
    97




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3. PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS
 Years EndingDecember 31,Defined benefit pension and post-retirement benefit plan amounts recognized in OCI
    
    2009
    
    2008Net actuarial gains (losses)
    
    
    11
    
    
    
    (9
    )Current year prior service cost
    
    
    (1
    )
    
    
    Amortization of unrecognized net actuarial losses
    
    
    2
    
    
    
    2Total of amounts recognized in OCI
    
    
    12
    
    
    
    (7
    )
 As at December 31,Amounts in AOCI not yet recognized as components of net periodic benefit cost
    
    2009
    
    2008
    
    2007Net actuarial loss
    
    
    (29
    )
    
    
    (41
    )
    
    
    (34
    )Net prior service credit
    
    
    
    
    
    
    1
    
    
    
    1Total unrecognized amounts reported in AOCI
    
    
    (29
    )
    
    
    (40
    )
    
    
    (33
    )
   4. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
 Foreign
    
    
    
    
    
    Pension and
    
    Available-currency
    
    
    
    
    
    other post-
    
    for-saleAccumulated other comprehensive income

    
    translation
    
    Fair value of
    
    retirement
    
    financialU.S. GAAP
    
    adjustment
    
    derivatives
    
    benefit plans
    
    instruments
    
    TotalAOCI, December 31, 2007, Canadian GAAP
    
    
    64
    
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    84Change in funded status, defined benefit plan
    
    
    (6
    )
    
    
    
    
    
    
    (33
    )
    
    
    
    
    
    
    (39
    )AOCI, December 31, 2007, U.S. GAAP
    
    
    58
    
    
    
    20
    
    
    
    (33
    )
    
    
    
    
    
    
    45AOCI, December 31, 2008, Canadian GAAP
    
    
    (178
    )
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    (172
    )Change in funded status, defined benefit plan
    
    
    2
    
    
    
    
    
    
    
    (40
    )
    
    
    
    
    
    
    (38
    )AOCI, December 31, 2008, U.S. GAAP
    
    
    (176
    )
    
    
    6
    
    
    
    (40
    )
    
    
    
    
    
    
    (210
    )AOCI, December 31, 2009, Canadian GAAP
    
    
    (78
    )
    
    
    2
    
    
    
    
    
    
    
    29
    
    
    
    (47
    )Change in funded status, defined benefit plan
    
    
    (4
    )
    
    
    
    
    
    
    (29
    )
    
    
    
    
    
    
    (33
    )AOCI, December 31, 2009, U.S. GAAP
    
    
    (82
    )
    
    
    2
    
    
    
    (29
    )
    
    
    29
    
    
    
    (80
    )