EXHIBIT 99.4
 
 AGRIUM INC.




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




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AGRIUM INC.
  Reconciliation of net earnings under Canadian GAAP to U.S. GAAP
    
    For the year ended December 31,2008
    
    
    2007
    
    
    2006Net earnings, Canadian GAAP
    
    
    1,322
    
    
    
    441
    
    
    
    33Adjustments, net of taxStock-based compensation (a)
    
    
    (4
    )
    
    
    (3
    )
    
    
    Stripping costs (b)
    
    
    1
    
    
    
    (4
    )
    
    
    Start up costs (c)
    
    
    4
    
    
    
    (4
    )
    
    
    Inventory and purchase commitment write-down (d)
    
    
    (64
    )
    
    
    
    
    
    
    Other
    
    
    (15
    )
    
    
    (4
    )
    
    
    9Net earnings, U.S. GAAP
    
    
    1,244
    
    
    
    426
    
    
    
    42Earnings per common share, U.S. GAAPBasic
    
    
    7.89
    
    
    
    3.17
    
    
    
    0.32Diluted
    
    
    7.84
    
    
    
    3.14
    
    
    
    0.32
 Reconciliation of comprehensive income under Canadian GAAP to U.S. GAAP
    
    For the year ended December 31,2008
    
    
    2007
    
    
    2006Net earnings, U.S. GAAP
    
    
    1,244
    
    
    
    426
    
    
    
    42AdjustmentsCash flow hedges, net of tax (e)
    
    
    (14
    )
    
    
    19
    
    
    
    (24
    )Foreign currency translation
    
    
    (234
    )
    
    
    49
    
    
    
    (1
    )Funded status of defined benefit plans, net of tax (f)
    
    
    (7
    )
    
    
    17
    
    
    
    Other
    
    
    (4
    )
    
    
    
    
    
    
    Comprehensive income, U.S. GAAP
    
    
    985
    
    
    
    511
    
    
    
    17
 Cumulative effect of adjustments from Canadian GAAP to U. S. GAAP on
    
    As at December 31,shareholders equity
    
    2008
    
    
    2007Shareholders equity, Canadian GAAP
    
    
    4,110
    
    
    
    3,088Adjustments, net of taxStock-based compensation (a)
    
    
    (7
    )
    
    
    (3
    )Stripping costs (b)
    
    
    (3
    )
    
    
    (4
    )Start up costs (c)
    
    
    
    
    
    
    (4
    )Inventory and purchase commitment write-down (d)
    
    
    (64
    )
    
    
    Funded status of defined benefit plans (f)
    
    
    (40
    )
    
    
    (33
    )Cumulative translation adjustment  employee future benefits
    
    
    2
    
    
    
    (6
    )Other
    
    
    (28
    )
    
    
    (9
    )Shareholders equity, U.S. GAAP
    
    
    3,970
    
    
    
    3,029




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AGRIUM INC.
  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.b)
    
    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.c)
    
    Certain qualifying expenditures incurred during the pre-operating period, prior to commencing
commercial production, are deferred and amortized under Canadian GAAP. U.S. GAAP requires
expensing of these costs as incurred.d)
    
    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.e)
    
    U.S. GAAP requires that gains or losses on hedges of firm commitments to purchase a
non-financial asset should remain in accumulated other comprehensive income until the asset
acquired affects earnings. The Company has adopted a policy choice under Canadian GAAP to
include such gains or losses in the initial measurement of the cost of the asset.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
own more than 50% of the common shares are to be accounted for using the equity method. Under
Canadian GAAP, such joint ventures would be proportionately consolidated. 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)
    
    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 $(19)-million (2007 
$118-million; 2006  $30-million).
 Allocation of stock-based compensation under U.S. GAAP
    
    For the year ended December 31,2008
    
    
    2007
    
    
    2006Stock-based compensation expenseCost of product
    
    
    (1
    )
    
    
    8
    
    
    
    1Selling
    
    
    (1
    )
    
    
    4
    
    
    
    1General and administrative
    
    
    (17
    )
    
    
    106
    
    
    
    28Total stock-based compensation expense
    
    
    (19
    )
    
    
    118
    
    
    
    30Curtailment gainCost of product
    
    
    
    
    
    
    9
    
    
    
    Selling
    
    
    
    
    
    
    1
    
    
    
    Total curtailment gain
    
    
    
    
    
    
    10
    
    
    
    
 ii.
    
    Transaction costs  The Company recorded $12 million (2007  $20-million) as at
December 31, 2008 in transaction costs relating to financing costs as a reduction to
long-term debt under Canadian GAAP. Under U.S. GAAP, such costs are presented as
non-current assets.




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AGRIUM INC.
 1.
    
    ACCOUNTING PRONOUNCEMENTS
 Recently Adopted Accounting Pronouncements  Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities-Including an amendment of FASB Statement No. 115,
 Recent Accounting Pronouncements Not Yet Adopted  Disclosures about Derivative Instruments and Hedging Activities  an amendment of FASB
Statement No. 133,
 Effective Date of FASB Statement No. 157
 Business Combinations
 Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB No.
51
 2.
    
    BUSINESS ACQUISITION
  Unaudited Pro forma Consolidated Summary Results of Operations, U.S. GAAP
    
    Years Ending(prepared as if the acquisition of UAP Holding Corp. had occurred at the beginning of each year)
    
    December 31,2008
    
    
    2007Net sales
    
    
    11,621
    
    
    
    8,666Net earnings
    
    
    1,331
    
    
    
    502Earnings per share- Basic
    
    
    8.44
    
    
    
    3.19- Diluted
    
    
    8.39
    
    
    
    3.17




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AGRIUM INC.
 3.
    
    INCOME TAXES
  Unrecognized tax benefits
    
    2008
    
    
    2007Opening balance
    
    
    77
    
    
    
    69Additions based on tax positions related to the current year
    
    
    12
    
    
    
    5Additions for tax positions of prior years
    
    
    9
    
    
    
    13Reductions for tax positions of prior years
    
    
    (1
    )
    
    
    Settlements
    
    
    
    
    
    
    Lapse of statute of limitations
    
    
    
    
    
    
    (10
    )Closing balance
    
    
    97
    
    
    
    77
  4.
    
    PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS
 Defined benefit pension and post-retirement benefit plan amounts recognized in OCI
    
    Years EndingDecember 31,2008
    
    
    2007Net actuarial gains
    
    
    (9
    )
    
    
    12Reduction of actuarial losses on curtailment
    
    
    
    
    
    
    3Amortization of unrecognized net actuarial losses
    
    
    2
    
    
    
    3Amortization of unrecognized net past service cost
    
    
    
    
    
    
    (1
    )Total of amounts recognized in OCI
    
    
    (7
    )
    
    
    17
 Amounts in AOCI not yet recognized as components of net periodic benefit cost
    
    As at December 31,2008
    
    
    2007
    
    
    2006Net actuarial loss
    
    
    (41
    )
    
    
    (34
    )
    
    
    (52
    )Net prior service credit
    
    
    1
    
    
    
    1
    
    
    
    2Total unrecognized amounts reported in AOCI
    
    
    (40
    )
    
    
    (33
    )
    
    
    (50
    )




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AGRIUM INC.
 5.
    
    ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
 Pension andForeign currency
    
    
    
    
    
    
    other post-translation
    
    
    Fair value of
    
    
    retirementAccumulated other comprehensive income  U.S. GAAP
    
    adjustment
    
    
    derivatives
    
    
    benefit plans
    
    
    TotalCTA, December 31, 2006 (Canadian GAAP)
    
    
    9
    
    
    
    
    
    
    
    
    
    
    
    9Adjustment to apply FAS 158
    
    
    
    
    
    
    
    
    
    
    (50
    )
    
    
    (50
    )Unrealized gains on derivative instruments
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    5Realized gains on derivative instruments
included in inventory
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    1AOCI, December 31, 2006, U.S. GAAP
    
    
    9
    
    
    
    6
    
    
    
    (50
    )
    
    
    (35
    )AOCI, December 31, 2007, Canadian GAAP
    
    
    64
    
    
    
    24
    
    
    
    
    
    
    
    88Change in funded status, defined benefit plan
    
    
    (6
    )
    
    
    
    
    
    
    (33
    )
    
    
    (39
    )AOCI, December 31, 2007, U.S. GAAP
    
    
    58
    
    
    
    24
    
    
    
    (33
    )
    
    
    49AOCI, 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
    )