CORRECTION - Agrium Reports Robust 2nd Quarter Results; Delivers Record Retail 1st Half Earnings

CALGARY, AB--(Marketwired - August 10, 2017) - In the news release, "Agrium Reports Robust 2nd Quarter Results; Delivers Record Retail 1st Half Earnings," issued Wednesday, August 9, 2017, by Agrium Inc. (AGU) (AGU), we are advised by the company that in the "Natural gas prices" table under the first column the section "Realized derivative impact" should read "0.18" rather than "0.48" as originally issued, and the section "Overall gas cost" should read "2.52" rather than "2.82" as originally issued. Complete corrected text follows.

Agrium Reports Robust 2nd Quarter Results; Delivers Record Retail 1st Half Earnings

CALGARY, AB--(Marketwired - August 9, 2017) -

ALL AMOUNTS ARE STATED IN U.S.$

Agrium Inc. (AGU) (AGU) announced today its 2017 second quarter results, with net earnings to equity holders of Agrium of $557-million ($4.03 diluted earnings per share) compared to net earnings to equity holders of $564-million ($4.08 diluted earnings per share) in the second quarter of 2016. The slight reduction in net earnings was driven by weaker nitrogen and phosphate benchmark prices, which were partially offset by higher Retail earnings, strong potash results and lower fixed costs across our Wholesale business.

Highlights:

  • 2017 second quarter guidance relevant earnings were $566-million or $4.09 diluted earnings per share1.

  • Our Retail business achieved a first half EBITDA2 record of $821-million supported by strong margins, with EBITDA to sales of 10.3 percent, compared to 9.8 percent last year and the highest since 2008.

  • Wholesale grew its second quarter sales volumes and reduced costs across our operations to achieve EBITDA similar to last year, despite a 7 percent decline in North American nitrogen prices this quarter. Record first half potash production achieved with successful post expansion ramp-up.

  • Our new urea facility at Borger, Texas was successfully commissioned and reached designed operating rates in the second quarter.

  • Agrium has updated our 2017 annual guidance to a range of $4.75 to $5.25 diluted earnings per share (see page 4 for guidance assumptions and further details).

"Agrium continued to deliver robust results this quarter due to our integrated business model and focus on operational improvements and execution. Retail set a first half earnings record with the highest EBITDA to sales in almost a decade while Wholesale delivered strong operational results, which together allowed us to generate $1.2-billion of EBITDA in the first half of 2017," commented Chuck Magro, Agrium's President and CEO. "We look forward to the completion of our merger with PotashCorp which is anticipated near the end of the third quarter of this year and continue to make significant progress on integration preparations," added Mr. Magro.

1 Effective tax rate of 28.5 percent for the second quarter of 2017 was used for the adjusted net earnings, guidance relevant earnings and per share calculations. These are non-IFRS measures which represent net earnings (loss) adjusted for certain income (expenses) that are considered to be non-operational in nature. We believe these measures provide meaningful comparison to our guidance by eliminating share-based payments expense (recovery), gains (losses) on foreign exchange and related gains (losses) on non-qualifying derivative hedges and significant non-operating, non-recurring items. Our guidance is forward-looking information. We present guidance relevant earnings (loss) per share to provide an update to this previously disclosed forward-looking information. These should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with IFRS and may not be directly comparable to similar measures presented by other companies.

2 Earnings (loss) from continuing operations before finance costs, income taxes, depreciation and amortization and net earnings (loss) from discontinued operations. This is a non-IFRS measure. Refer to section "Non-IFRS Financial Measures" in the Management's Discussion and Analysis.

ADJUSTED NET EARNINGS AND GUIDANCE RELEVANT EARNINGS RECONCILIATIONS

Three months ended

Six months ended

June 30, 2017

June 30, 2017



(millions of U.S. dollars, except per share amounts)



Expense

Net earnings
(loss) impact
(post-tax)



Per share (a)



Expense

Net earnings
impact
(post-tax)



Per share(a)

558

4.03

548

3.95

Adjustments:

Share-based payments

(3

)

(2

)

(0.01

)

-

-

-

Foreign exchange loss (gain) net of non-qualifying derivatives

(2

)

(1

)

(0.01

)

4

3

0.03

Merger and related costs

15

11

0.08

31

22

0.16

Impact of Egyptian pound devaluation on investee earnings

-

-

-

(16

)

(11

)

(0.08

)

Adjusted net earnings (b)

566

4.09

562

4.06

Gain on sale of assets

-

-

-

(7

)

(5

)

(0.04

)

Guidance relevant earnings (b)

566

4.09

557

4.02

(a) Diluted per share information attributable to equity holders of Agrium

(b) Second quarter and year to date effective tax rate of 28.5 percent was used for the adjusted net earnings, guidance relevant earnings, and per share calculations.

MARKET OUTLOOK

Agriculture and Crop Input Outlook

  • 2017 started with excellent growing conditions in Brazil, which produced record yields and depressed international crop prices. However, wet weather across North America impacted crop input applications this spring, and since then dry conditions across much of North America and in Australia have lowered crop yield potential and lent support to crop prices.

  • U.S. corn and soybean condition ratings are the lowest since the 2012 drought, which has led some analysts to reduce yield forecasts. Furthermore, global wheat prices have risen due to the reduction in wheat acreage and dry conditions in the U.S. and drought in parts of Australia. Higher wheat prices are expected to result in increased winter wheat planting in the fall of 2017 and are expected to support crop input demand for wheat, which has been pressured by the acreage loss over the past two years.

  • The current United States Department of Agriculture ("USDA") forecast of global grain yields for 2017/18 is near trend-levels, which would be a reduction from the record yields of 2016/17. Based on industry yield estimates, there is likely more downside to the current 2017/18 projections.

  • There are indications that pest pressure may be elevated this growing season in parts of the U.S., while in the Western U.S. the season has been delayed. These factors are expected to support demand for crop protection products in the third quarter. However, in regions where dry weather persists, there may be some impact on demand for fungicides.

Nitrogen Outlook

  • Global nitrogen capacity additions, and lower than expected demand in China and India so far this year, have weighed on global nitrogen markets. However, nitrogen supplies have been impacted by continued low operating rates in China. The year-over-year reduction in production in these two countries has more than offset increased production in the U.S. and other countries this year.

  • Indian urea demand started 2017 relatively weak. However, the strong start to the monsoon season and the decision by the Indian government to apply a 5 percent sales tax on fertilizer, rather than the 12 percent implemented on the sale of most goods, should lend support to domestic demand in the second half of the year.

  • North American urea prices were the lowest benchmark in the world throughout the second quarter. This led to a significant reduction in imports and even led to some exports offshore. This in turn has tightened the North American nitrogen inventory levels which should support a strong summer fill season. A normal fall application season, weather permitting, would be a significant improvement over last year across much of the Corn Belt and Western Canada.

  • Nitrogen prices are expected to continue to be cost-driven in the second half of 2017. Costs for most marginal nitrogen production are flat to higher than year-ago levels, which should limit any downside in prices from current levels.

Potash Outlook

  • The global potash supply and demand balance was tight throughout the first half of 2017. Despite high producer shipments this year, we believe there has been little build-up in downstream inventories, which is expected to support the continued strong demand in the second half of the year.

  • Year-over-year, potash imports increased by 15 percent in Brazil, 95 percent in India and 17 percent in China in the first half of 2017, adding 2.7 million tonnes of trade in total. In the U.S., offshore imports were more than double the same period last year.

  • There has been limited growth in global potash supply so far in 2017, outside of increased production by existing Saskatchewan producers. The additional supply in the second half of the year is expected to be relatively small.

Phosphate Outlook

  • Global phosphate prices have been pressured from increased availability from Morocco, China and Russia in 2017, which more than offset increased import demand in Brazil, the U.S. and Pakistan. Furthermore, capacity additions in Morocco and Saudi Arabia are expected to add to global supplies in the second half of the year.

  • Global demand in the third quarter is expected to be strong, due to a seasonal increase in the pace of imports into India and Brazil, the key diammonium phosphate (DAP) and monoammonium phosphate (MAP) import destinations, respectively.

  • Declining raw material prices have also weighed on finished phosphate prices, particularly the price of ammonia, which has traded as much as 45 percent below April 2017 levels in recent weeks.

2017 ANNUAL GUIDANCE

Based on our assumptions set out under the heading "Market Outlook", Agrium expects to achieve annual diluted earnings per share of $4.75 to $5.25 in 2017 compared to our previous estimate of $4.75 to $5.75 per share. We have lowered the upper end of our annual guidance range due to an expected weak nitrogen pricing environment and the challenging weather conditions this spring which impacted North American Retail crop nutrient margins and sales volumes. We have also narrowed the range width encompassing approximately $100-million of EBITDA variability. Second half earnings for 2017 are expected to have a similar quarterly earnings profile to 2016.

We have updated our Retail EBITDA range from $1.150-billion to $1.20-billion compared to our previous guidance of $1.125-billion to $1.250-billion.

Based on our expected utilization rate for our nitrogen assets, we are updating our nitrogen production range to between 3.5 and 3.6 million tonnes. Our earnings per share guidance assumes NYMEX gas prices will average between $3.00 and $3.30 per MMBtu for 2017.

Agrium's potash production in 2017 is now expected to range between 2.5 and 2.7 million tonnes.

Total capital expenditures are expected to be in the range of $650-million to $700-million, of which approximately $450-million to $500-million is expected to be sustaining capital expenditures.

Agrium's annual effective tax rate for 2017 is expected to range between 27 and 29 percent.

This guidance and updated additional measures and related assumptions are summarized in the table below. Guidance excludes the impact of share-based payments expense (recovery), gains (losses) on foreign exchange and non-qualifying derivative hedges, and merger related costs. Volumetric and earnings estimates assume normal seasonal growing and harvest patterns in the geographies where Agrium operates.

2017 ANNUAL GUIDANCE RANGE AND ASSUMPTIONS

Annual

Low

High

Diluted EPS (in U.S. dollars)

$4.75

$5.25

Guidance assumptions:

Wholesale:

Production tonnes:

Nitrogen (millions)

3.5

3.6

Potash (millions)

2.5

2.7

Retail:

EBITDA (millions of U.S. dollars)

$1,150

$1,200

Crop nutrient sales tonnes (millions)

10.0

10.4

Other:

Tax rate

29%

27%

Sustaining capital expenditures (millions of U.S. dollars)

$450

$500

Total capital expenditures (millions of U.S. dollars)

$650

$700

August 9, 2017

Unless otherwise noted, all financial information in this Management's Discussion and Analysis (MD&A) is prepared using accounting policies in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board and is presented in accordance with International Accounting Standard 34 - Interim Financial Reporting. All comparisons of results for the second quarter of 2017 (three months ended June 30, 2017) and for the six months ended June 30, 2017 are against results for the second quarter of 2016 (three months ended June 30, 2016) and six months ended June 30, 2016. All dollar amounts refer to United States (U.S.) dollars except where otherwise stated. The financial measures net earnings (loss) before finance costs, income taxes, depreciation and amortization, and net earnings (loss) from discontinued operations (EBITDA), cash margin per tonne, cash cost of product sold and cash selling and general and administrative expenses used in this MD&A are not prescribed by IFRS. Our method of calculation may not be directly comparable to that of other companies. We consider these non-IFRS financial measures to provide useful information to both management and investors in measuring our financial performance. These non-IFRS financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with IFRS. Please refer to the section entitled "Non-IFRS Financial Measures" of this MD&A for further details, including a reconciliation of each such measure to its most directly comparable measure calculated in accordance with IFRS.

The following interim MD&A is as of August 9, 2017 and should be read in conjunction with the Condensed Consolidated Interim Financial Statements for the three and six months ended June 30, 2017 (the "Condensed Consolidated Financial Statements"), and the annual MD&A and financial statements for the year ended December 31, 2016 included in our 2016 Annual Report to Shareholders. The Board of Directors carries out its responsibility for review of this disclosure principally through its Audit Committee, comprised exclusively of independent directors. The Audit Committee reviews and, prior to publication, approves this disclosure, pursuant to the authority delegated to it by the Board of Directors. No update is provided to the disclosure in our annual MD&A except for material information since the date of our annual MD&A. In respect of Forward-Looking Statements, please refer to the section titled "Forward-Looking Statements" in this MD&A.

2017 Second Quarter Operating Results

CONSOLIDATED NET EARNINGS

Financial Overview

(millions of U.S. dollars, except per share amounts and where noted)

Three months ended June 30,

Six months ended June 30,

2017

2016

Change

% Change

2017

2016

Change

% Change

Sales

6,319

6,415

(96

)

(1

)

9,039

9,140

(101

)

(1

)

Gross profit

1,527

1,525

2

-

2,085

2,079

6

-

Expenses

671

677

(6

)

(1

)

1,172

1,156

16

1

Net earnings before finance costs, income taxes and net earnings (loss) from discontinued operations

856

848

8

1

913

923

(10

)

(1

)

Net earnings

558

565

(7

)

(1

)

548

568

(20

)

(4

)

Diluted earnings per share

4.03

4.08

(0.05

)

(1

)

3.95

4.09

(0.14

)

(3

)

Effective tax rate (%)

28.5

27.5

1

N/A

28.5

27.5

1

N/A

Sales and Gross Profit

Three months ended June 30,

Six months ended June 30,

(millions of U.S. dollars)

2017

2016

Change

2017

2016

Change

Sales

Retail

5,707

5,791

(84

)

7,947

8,081

(134

)

Wholesale

848

882

(34

)

1,523

1,531

(8

)

Other

(236

)

(258

)

22

(431

)

(472

)

41

6,319

6,415

(96

)

9,039

9,140

(101

)

Gross profit

Retail

1,299

1,279

20

1,733

1,681

52

Wholesale

196

201

(5

)

338

354

(16

)

Other

32

45

(13

)

14

44

(30

)

1,527

1,525

2

2,085

2,079

6

  • Retail's sales primarily decreased in the second quarter and first half of 2017 due to lower crop nutrient prices. Despite this, Retail's gross profit increased as a result of higher sales volumes in the quarter and increased sales of proprietary products, which have higher margins.

  • Except for higher selling prices for potash, we realized lower selling prices for all Wholesale product lines resulting in lower sales and gross profit in the second quarter and first half of 2017. This was partially offset by higher nitrogen and potash sales volumes and lower cost of product sold for potash.

Expenses

  • Selling expense was consistent for the second quarter compared to the same period last year. For the first half of 2017, selling expenses increased by $38-million as a result of the recent Retail acquisitions but remained consistent as a percentage of sales.

  • We had lower share-based payments expense of approximately $15-million in the second quarter and first half of 2017 due to decreases in our share price.

  • Earnings from associates and joint ventures decreased by $18-million in the second quarter primarily due to a reversal of gas provision in Profertil S.A. ("Profertil") in the prior year. In the first quarter of 2017, we recognized a foreign exchange gain in Misr Fertilizers Production Company S.A.E. ("MOPCO") from the devaluation of the Egyptian pound. In combination, these two factors resulted in consistent year-over-year results.

  • Other expenses decreased by approximately $10-million for the second quarter and first half of 2017. In 2016, we incurred losses from the termination of a distribution agreement and cancellation of a Canpotex terminal. There were no similar losses in 2017. We incurred merger and related costs of $15-million in the second quarter and $31-million for first half of 2017.

For further breakdown on Other expenses, see table below:

Other expenses breakdown

Three months ended

Six months ended

June 30,

June 30,

(millions of U.S. dollars)

2017

2016

Change

2017

2016

Change

(Gain) loss on foreign exchange and related derivatives

(2

)

6

(8

)

4

8

(4

)

Interest income

(13

)

(16

)

3

(26

)

(29

)

3

Environmental remediation and asset retirement obligations

-

3

(3

)

(1

)

5

(6

)

Bad debt expense

22

21

1

29

29

-

Potash profit and capital tax

3

5

(2

)

6

8

(2

)

Merger and related costs

15

-

15

31

-

31

Other

18

32

(14

)

10

41

(31

)

43

51

(8

)

53

62

(9

)

Depreciation and Amortization

Depreciation and amortization breakdown

Three months ended June 30,

2017

2016



(millions of U.S. dollars)

Cost of
product
sold



Selling

General
and
administrative



Total

Cost of
product
sold



Selling

General
and
administrative



Total

Retail

1

69

1

71

1

67

-

68

Wholesale

Nitrogen

26

-

-

26

23

-

-

23

Potash

32

-

-

32

31

-

-

31

Phosphate

17

-

-

17

13

-

-

13

Wholesale Other (a)

4

-

1

5

6

-

1

7

79

-

1

80

73

-

1

74

Other

-

-

5

5

-

-

3

3

Total

80

69

7

156

74

67

4

145

Six months ended June 30,

2017

2016

(millions of U.S. dollars)

Cost of
product
sold



Selling

General
and
administrative



Total

Cost of
product
sold



Selling

General
and
administrative



Total

Retail

3

136

3

142

3

130

2

135

Wholesale

Nitrogen

42

-

-

42

36

-

-

36

Potash

61

-

-

61

51

-

-

51

Phosphate

33

-

-

33

23

-

-

23

Wholesale Other (a)

7

-

1

8

7

-

1

8

143

-

1

144

117

-

1

118

Other

-

-

9

9

-

-

6

6

Total

146

136

13

295

120

130

9

259

(a) This includes ammonium sulfate, Environmentally Smart Nitrogen® (ESN) and other products.

  • Depreciation and amortization expense increased in the second quarter and first half of 2017 primarily due to the expansion at our Borger nitrogen facility and increased depreciation at the Conda phosphate mine.

Effective Tax Rate

  • The effective tax rate of 28.5 percent for each of the second quarter and first half of 2017 was higher than the tax rate of 27.5 percent for each of the same periods in 2016 due to a decrease in certain U.S. manufacturing tax deductions.

BUSINESS SEGMENT PERFORMANCE

Retail

Three months ended June 30,

(millions of U.S. dollars, except where noted)

2017

2016

Change

Sales

5,707

5,791

(84)

Cost of product sold

4,408

4,512

(104)

Gross profit

1,299

1,279

20

EBIT

700

676

24

EBITDA

771

744

27

Selling and general and administrative expenses

602

598

4

  • Retail reported a record first half EBITDA, and the second highest ever second quarter EBITDA. EBITDA to sales increased to 10.3 percent for the first half of 2017 compared to 9.8 percent for the same period last year. These results were in part driven by strong performance from our higher margin proprietary product lines. Total proprietary product sales as a percentage of total product line sales grew to 19 percent this quarter compared to 17 percent in the same period last year.

  • Retail selling, general and administrative expenses were up slightly over last year due to acquisitions made over the prior year.

  • Retail North America EBITDA increased in the second quarter despite the impact from challenging weather conditions this spring, with excess moisture impacting the application season in many areas, and drought conditions in the U.S. southern plains. On a regional basis, EBITDA in the U.S. this quarter was up 4 percent over the same period last year, while Canadian results were slightly lower. EBITDA for our Retail International operations also increased for the current quarter, as Australia continued to deliver strong performance with EBITDA up 27 percent over last year, despite dry conditions across most of Australia this year. South American results were down slightly primarily due to lower crop protection product margins.

Retail sales and gross profit by product line

Three months ended June 30,

Sales

Gross profit

Gross profit (%)

(millions of U.S. dollars, except where noted)

2017

2016

Change

2017

2016

Change

2017

2016

Crop nutrients

1,989

2,190

(201

)

419

433

(14

)

21

20

Crop protection products

2,236

2,250

(14

)

485

471

14

22

21

Seed

1,080

926

154

199

181

18

18

20

Merchandise

175

162

13

27

28

(1

)

15

17

Services and other

227

263

(36

)

169

166

3

74

63

Crop nutrients

  • Total crop nutrient sales decreased by 9 percent compared to the prior year, due to the decline in nitrogen and phosphate prices this quarter. Nutrient sales volumes were up 3 percent in North America this quarter due to the acquisitions made over the past year, as well as a catch up in sales volumes that had been delayed from the first quarter. International volumes were lower primarily due to dry weather conditions in Australia.

  • Total nutrient gross profit declined by 3 percent due to lower fertilizer margins this year. North American crop nutrient margins on a per tonne basis were down 7 percent this quarter due to localized pricing pressure in key U.S. growing regions this spring, partly associated with adverse weather conditions during the application and seeding season.

Crop protection products

  • Total crop protection sales were similar to last year's level. Sales were impacted by the delays in applications as growers were more focused on completing seeding than on applying crop protection products this quarter. The reduction in U.S. wheat acreage, combined with the late spring snowfall, followed by drought conditions in the southern U.S. wheat crop, negatively impacted crop protection product applications this quarter.

  • Gross profit was 3 percent higher than the prior period due to higher proprietary product line sales and strong margins. Gross margin as a percentage of sales increased by 1 percent, due to new products and strong demand for our Loveland proprietary product line.

Seed

  • Total seed sales increased significantly -- up 17 percent compared to the second quarter of 2016. After normalizing for program changes on technology fees and agency revenues, the increase in sales was approximately 10 percent. The improvement was due to increased wholesale seed sales, higher volumes and the increase in soybean acres in the U.S., which tends to favor Agrium's proprietary seed sales.

  • Total gross profit increased 10 percent or $18-million this quarter. Seed gross profit as a percentage of sales declined by 2 percent due to additional technology fees, an increase in wholesale seed sales and the switch out of corn into soybeans.

Merchandise

  • Merchandise sales increased 8 percent, due to strong general merchandise sales in Australia.

Services and other

  • Sales for services and other decreased due to lower livestock export shipments in Australia compared to the same period last year.

Wholesale

Three months ended June 30,

(millions of U.S. dollars, except where noted)

2017

2016

Change

Sales

848

882

(34

)

Sales volumes (tonnes 000's)

2,751

2,736

15

Cost of product sold

652

681

(29

)

Gross profit

196

201

(5

)

EBIT

175

180

(5

)

EBITDA

255

254

1

Expenses

21

21

-

  • Wholesale gross profit this quarter was marginally lower than the same period last year due to lower global prices for nitrogen and phosphate products and higher reported depreciation related to the recent expansion at our Borger nitrogen facility and higher depreciation at the Conda phosphate mine. This was partially offset by overall cost reductions, as well as stronger results from our potash operations, which benefited from higher selling prices, higher sales volumes and lower cost of product sold per tonne. EBITDA in the current quarter was similar to 2016.

Wholesale NPK product information

Three months ended June 30,

Nitrogen

Potash

Phosphate

2017

2016

Change

2017

2016

Change

2017

2016

Change

Gross profit (U.S. dollar millions)

113

148

(35

)

44

16

28

8

5

3

Sales volumes (tonnes 000's)

1,181

1,168

13

714

697

17

279

305

(26

)

Selling price ($/tonne)

312

337

(25

)

210

194

16

492

526

(34

)

Cost of product sold ($/tonne)

216

210

6

149

172

(23

)

464

508

(44

)

Gross margin ($/tonne)

96

127

(31

)

61

22

39

28

18

10

Nitrogen

  • Nitrogen gross profit was down 24 percent compared to the same period last year due to lower North American nitrogen prices and higher average natural gas input costs. Average realized selling prices for urea and ammonia were down 7 percent compared to the same period last year.

  • Total sales volumes were up 1 percent over the same period last year, despite wet conditions across Western Canada and portions of the U.S. during the quarter. Sales volumes for ammonia and other nitrogen products were higher than last year, while urea sales volumes declined slightly due to strong first quarter 2017 demand in Western Canada.

  • Cost of product sold per tonne increased slightly compared to the same period last year due to higher natural gas input costs, which were partly offset by overall lower fixed costs.

  • In the second quarter of 2017, we successfully commissioned and have achieved designed operating rates of the new urea facility at our Borger nitrogen operations. The new facility has a 610,000 tonne urea production capacity, including 100,000 tonne urea equivalent of Diesel Exhaust Fluid. Further, commissioning of both rail and truck load out systems was completed this quarter, including shipment of multiple unit trains.

Natural gas prices: North American indices and North American Agrium prices

Three months ended June 30,

(U.S. dollars per MMBtu)

2017

2016

Overall gas cost excluding realized derivative impact

2.34

1.28

Realized derivative impact

0.18

0.48

Overall gas cost

2.52

1.76

Average NYMEX

3.13

1.95

Average AECO

2.05

0.97

Potash

  • Potash gross profit almost tripled compared to the same period last year, due to a combination of higher selling prices and higher production and sales volumes.

  • Sales volumes were 2 percent higher in the current period, with international volumes up 31 percent on strong global demand. The strong demand from international markets this quarter led to lower product availability for domestic markets, resulting in domestic volumes being 14 percent lower than the same period last year.

  • Average realized selling prices increased 8 percent over the past year with realized North American prices up 16 percent on strong demand and tighter inventories.

  • Our cost of product sold per tonne was 13 percent lower than the same period last year due to higher production and sales volumes, reducing fixed costs on a per tonne basis, and a higher proportion of sales to Canpotex, which do not incur freight charges. Gross margins were up $39 per tonne or almost 3 times higher than last year's levels, while cash margins came in at $106 per tonne this quarter.

Phosphate

  • Phosphate gross profit was slightly higher than the same period last year due to lower input costs. This was partially offset by lower realized phosphate prices and a reduction in total sales volumes.

  • Sales volumes were down 9 percent compared to the same period last year. This is mostly due to lower opening inventory levels this quarter resulting from strong demand pull in the first quarter of 2017.

  • Overall gross margin per tonne this quarter improved by $10 compared to 2016. This was related to a 9 percent decline in cost of product sold per tonne due to lower input costs and fixed cost improvements.

Wholesale Other

Wholesale Other: gross profit breakdown

Three months ended June 30,

(millions of U.S. dollars)

2017

2016

Change

Ammonium sulfate

20

20

-

ESN

9

12

(3

)

Other

2

-

2

31

32

(1

)

  • Gross profit from Wholesale Other was lower than the same period last year driven by a combination of lower realized selling prices and slightly higher input costs for ESN.

Expenses

  • Wholesale expenses remained flat in the second quarter compared to last year as lower earnings from associates and joint ventures were offset by lower expenses. Lower earnings from associates and joint ventures were due to a reversal in 2016 of a gas provision in Profertil, while lower expenses were due to cost savings initiatives and one-time expenses, which include the losses from the termination of a distribution agreement and cancellation of a Canpotex terminal, incurred in 2016.

Other

EBITDA for our Other non-operating business unit for the second quarter of 2017 was a net expense of $14-million, compared to a net expense of $5-million for the second quarter of 2016. The variance was primarily due to:

  • Lower gross profit recovery of $13-million as a result of a lower decrease in intersegment inventories held by Retail at the end of second quarter.

  • Merger and related costs of $15-million.

  • This is partially offset by a lower share-based payments expense of approximately $15-million primarily due to a decrease in Agrium's share price.

FINANCIAL CONDITION

The following are changes to working capital on our Consolidated Balance Sheets for the six months ended June 30, 2017 compared to December 31, 2016.


(millions of U.S. dollars, except where noted)

June 30,2017

December 31, 2016

$ Change

% Change

Explanation of the change in the balance

Current assets

Cash and cash equivalents

319

412

(93

)

(23

%)

See discussion under the section "Liquidity and Capital Resources".

Accounts receivable

3,803

2,208

1,595

72

%

Sales during the spring season resulted in higher Retail trade and vendor rebates receivable.

Income taxes receivable

62

33

29

88

%

The first half tax installments paid exceeded the first half provision.

Inventories

2,846

3,230

(384

)

(12

%)

Inventory drawdown due to increased seasonal sales activity.

Prepaid expenses and deposits

112

855

(743

)

(87

%)

Drawdown of prepaid inventory due to increased seasonal sales activity in the spring.

Other current assets

130

123

7

6

%

-

Current liabilities

Short-term debt

1,227

604

623

103

%

Increased financing for working capital requirements.

Accounts payable

4,155

4,662

(507

)

(11

%)

Reductions in customer prepayments during the spring application season and reductions in accruals related to Wholesale capital expansion projects more than offset increased Retail balances related to seasonal inventory purchases.

Income taxes payable

4

17

(13

)

(76

%)

-

Current portion of long-term debt

10

110

(100

)

(91

%)

Decrease relates to $100-million 7.7 percent debentures paid in 2017.

Current portion of other provisions

48

59

(11

)

(19

%)

-

Working capital

1,828

1,409

419

30

%

LIQUIDITY AND CAPITAL RESOURCES

Agrium generally expects that it will be able to meet its working capital requirements, capital resource needs and shareholder returns through a variety of sources, including available cash on hand, cash provided by operations, short-term borrowings from the issuance of commercial paper, and borrowings from our credit facilities, as well as long-term debt and equity capacity from the capital markets.

As of June 30, 2017, we have sufficient current assets to meet our current liabilities.

Summary of Consolidated Statements of Cash Flows

Below is a summary of our cash provided by or used in operating, investing and financing activities as reflected in the Consolidated Statements of Cash Flows:

Six months ended June 30,

(millions of U.S. dollars)

2017

2016

Change

Cash provided by operating activities

63

438

(375

)

Cash used in investing activities

(432

)

(574

)

142

Cash provided by (used in) financing activities

269

(25

)

294

Effect of exchange rate changes on cash and cash equivalents

7

(47

)

54

Decrease in cash and cash equivalents

(93

)

(208

)

115

Cash provided by operating activities

• Lower cash provided by operating activities from net changes in non-cash working capital of $516-million, primarily due to the timing of payments to suppliers related to our Retail business unit. This was partially offset by lower final tax payments made in comparison to the prior year.

Cash used in investing activities

• Lower cash used in investing activities due to reduced business acquisition activity in our Retail business unit and lower spending on Borger expansion project in comparison to the prior year.

Cash provided by (used in) financing activities

• Cash provided by financing activities from increased borrowings of short-term debt to finance seasonal working capital requirements, partially offset by repayment of long-term debt.

Capital Spending and Expenditures (a)

Three months ended

Six months ended

June 30,

June 30,

(millions of U.S. dollars)

2017

2016

2017

2016

Retail

Sustaining

37

28

84

75

Investing

29

10

42

19

66

38

126

94

Acquisitions (b)

44

81

74

175

110

119

200

269

Wholesale

Sustaining

55

102

81

151

Investing

37

87

92

155

92

189

173

306

Other

Sustaining

2

1

2

2

Investing

4

2

6

2

6

3

8

4

Total

Sustaining

94

131

167

228

Investing

70

99

140

176

164

230

307

404

Acquisitions (b)

44

81

74

175

208

311

381

579

(a) This excludes capitalized borrowing costs.

(b) This represents business acquisitions and includes acquired working capital; property, plant and equipment; intangibles; goodwill; and investments in associates and joint ventures.

  • Our total capital expenditures decreased in the second quarter and first half of 2017 compared to the same period last year as we completed the construction of our Borger expansion project at the end of 2016. In 2017, pre-commissioning and commissioning costs were incurred related to this project.

  • We expect Agrium's capital expenditures for the remainder of 2017 to approximate $350-million to $400-million. We anticipate that we will be able to finance the announced projects through a combination of cash provided from operating activities and existing credit facilities.

Short-term Debt

  • Our short-term debt of $1.2-billion at June 30, 2017 is outlined in note 5 of our Summarized Notes to the Condensed Consolidated Financial Statements.

  • Our short-term debt increased by $623-million during the first half of 2017, which in turn contributed to a decrease in our unutilized short-term financing capacity to $2.2-billion at June 30, 2017.

Capital Management

  • 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 June 30, 2017. Our ability to comply with these covenants has not changed since December 31, 2016.

OUTSTANDING SHARE DATA

Agrium had 138,177,162 outstanding shares at August 4, 2017. At August 4, 2017, the number of shares issuable pursuant to stock options outstanding (issuable assuming full conversion, where each option granted can be exercised for one common share) was approximately 1,380,868.

SELECTED QUARTERLY INFORMATION

(millions of U.S. dollars,
except per share amounts)

2017
Q2

2017
Q1

2016
Q4

2016
Q3

2016
Q2

2016
Q1

2015
Q4

2015
Q3

Sales

6,319

2,720

2,280

2,245

6,415

2,725

2,407

2,524

Gross profit

1,527

558

748

568

1,525

554

900

696

Net earnings (loss)

558

(10

)

67

(39

)

565

3

200

99

Earnings (loss) per share attributable to equity holders of Agrium:

Basic and diluted

4.03

(0.08

)

0.49

(0.29

)

4.08

0.02

1.45

0.72

Dividends declared

121

120

121

120

122

121

121

120

Dividends declared per share

0.875

0.875

0.875

0.875

0.875

0.875

0.875

0.875

The agricultural products business is seasonal. Consequently, year-over-year comparisons are more appropriate than quarter-over-quarter comparisons. Crop input sales are primarily concentrated in the spring and fall crop input application seasons. Crop nutrient inventories are normally accumulated leading up to each application season. Our cash collections from accounts receivables generally occur after the application season is complete, and our customer prepayments are concentrated in December and January.

NON-IFRS FINANCIAL MEASURES

Financial measures that are not specified, defined or determined under IFRS are non-IFRS measures unless they are presented in our Consolidated Financial Statements. The following table outlines our non-IFRS financial measures, their definitions and why management uses the measures.


Non-IFRS financial measure


Definition

Why we use the measure and why it is useful to investors

Cash margin per tonne
Cash cost of product sold, cash selling and general and administrative expenses

Selected financial measures excluding depreciation and amortization

Assists management and investors in understanding the costs and underlying economics of our operations and in assessing our operating performance and our ability to generate free cash flow from our business units and overall as a company.

EBITDA

Net earnings (loss) before finance costs, income taxes, depreciation and amortization, and net earnings (loss) from discontinued operations

EBITDA is frequently used by investors and analysts for valuation purposes when multiplied by a factor to estimate the enterprise value of a company. EBITDA is also used in determining annual incentive compensation for certain management employees and in calculating certain of our debt covenants.

Wholesale potash cash gross margin per tonne

Three months ended

June 30, 2017

(millions of U.S. dollars)

Potash gross margin per tonne

61

Depreciation and amortization in cost of product sold per tonne

45

Potash cash gross margin per tonne

106

Cash selling and general and administrative expenses

Three months ended June 30,

(millions of U.S. dollars)

Retail

Wholesale

Consolidated

2017

2016

2017

2016

2017

2016

Selling

574

570

6

8

575

574

Depreciation and amortization in selling expense

69

67

-

-

69

67

Cash selling

505

503

6

8

506

507

General and administrative

28

28

7

8

61

62

Depreciation and amortization in general and administrative

1

-

1

1

7

4

Cash general and administrative

27

28

6

7

54

58

Cash selling and general and administrative expenses

Six months ended June 30,

(millions of U.S. dollars)

Retail

Wholesale

Consolidated

2017

2016

2017

2016

2017

2016

Selling

1,022

980

13

16

1,026

988

Depreciation and amortization in selling expense

136

130

-

-

136

130

Cash selling

886

850

13

16

890

858

General and administrative

53

50

13

16

121

117

Depreciation and amortization in general and administrative

3

2

1

1

13

9

Cash general and administrative

50

48

12

15

108

108

Cash cost of product sold

Three months ended June 30,

(millions of U.S. dollars)

Retail

Wholesale

Consolidated

2017

2016

2017

2016

2017

2016

Cost of product sold

4,408

4,512

652

681

4,792

4,890

Depreciation and amortization in cost of product sold

1

1

79

73

80

74

Cash cost of product sold

4,407

4,511

573

608

4,712

4,816

Six months ended June 30,

(millions of U.S. dollars)

Retail

Wholesale

Consolidated

2017

2016

2017

2016

2017

2016

Cost of product sold

6,214

6,400

1,185

1,177

6,954

7,061

Depreciation and amortization in cost of product sold

3

3

143

117

144

118

Cash cost of product sold

6,211

6,397

1,042

1,060

6,810

6,943

Consolidated and business unit EBITDA

Three months ended June 30,

(millions of U.S. dollars)

Retail

Wholesale

Other

Consolidated

2017

Net earnings

558

Finance costs related to long-term debt

52

Other finance costs

24

Income taxes

222

EBIT

700

175

(19

)

856

Depreciation and amortization

71

80

5

156

EBITDA

771

255

(14

)

1,012

2016

Net earnings

565

Finance costs related to long-term debt

50

Other finance costs

20

Income taxes

213

EBIT

676

180

(8

)

848

Depreciation and amortization

68

74

3

145

EBITDA

744

254

(5

)

993

Consolidated and business unit EBITDA

Six months ended June 30,

(millions of U.S. dollars)

Retail

Wholesale

Other

Consolidated

2017

Net earnings

548

Finance costs related to long-term debt

99

Other finance costs

47

Income taxes

219

EBIT

679

306

(72

)

913

Depreciation and amortization

142

144

9

295

EBITDA

821

450

(63

)

1,208

2016

Net earnings

568

Finance costs related to long-term debt

102

Other finance costs

38

Income taxes

215

EBIT

653

299

(29

)

923

Depreciation and amortization

135

118

6

259

EBITDA

788

417

(23

)

1,182

CRITICAL ACCOUNTING ESTIMATES

We prepare our Condensed Consolidated Financial Statements in accordance with IFRS, which requires us to make judgments, assumptions and estimates in applying accounting policies. For further information on the Company's critical accounting estimates, refer to the section "Critical Accounting Estimates" in our 2016 annual MD&A, which is contained in our 2016 Annual Report. Since the date of our 2016 annual MD&A, there have not been any material changes to our critical accounting estimates.

CHANGES IN ACCOUNTING POLICIES

The accounting policies applied in our Condensed Consolidated Financial Statements for the six months ended June 30, 2017 are the same as those applied in our audited annual financial statements in our 2016 Annual Report.

BUSINESS RISKS

The information presented in the "Enterprise Risk Management" section on pages 52 - 56 in our 2016 annual MD&A and under the heading "Risk Factors" on pages 23 - 38 in our Annual Information Form for the year ended December 31, 2016 has not changed materially since December 31, 2016.

CONTROLS AND PROCEDURES

There have been no changes in our internal control over financial reporting during the three months ended June 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PUBLIC SECURITIES FILINGS

Additional information about our Company, including our 2016 Annual Information Form is filed with the Canadian securities regulatory authorities through SEDAR at www.sedar.com and with the U.S. securities regulatory authorities through EDGAR at www.sec.gov.

FORWARD-LOOKING STATEMENTS

Certain statements and other information included in this document constitute "forward-looking information" and/or "financial outlook" within the meaning of applicable Canadian securities legislation or constitute "forward-looking statements" within the meaning of applicable U.S. securities legislation (collectively, the "forward-looking statements"). All statements in this news release other than those relating to historical information or current conditions are forward-looking statements, including, but not limited to, statements as to management's expectations with respect to: 2017 updated annual guidance, including expectations regarding our diluted earnings per share and Retail EBITDA; capital spending expectations for 2017; expectations regarding performance of our business segments in 2017; expectations regarding completion of previously announced expansion projects (including timing and volumes of production associated therewith) and acquisitions; our market outlook for 2017, including nitrogen, potash and phosphate outlook and including anticipated supply and demand for our products and services, expected market and industry conditions with respect to crop nutrient application rates, planted acres, crop mix, prices and the impact of currency fluctuations and import and export volumes; and the proposed merger with PotashCorp, including timing of completion thereof. These forward-looking statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from such forward-looking statements. As such, undue reliance should not be placed on these forward-looking statements.

All of the forward-looking statements are qualified by the assumptions that are stated or inherent in such forward-looking statements, including the assumptions referred to below and elsewhere in this document. Although Agrium believes that these assumptions are reasonable, this list is not exhaustive of the factors that may affect any of the forward-looking statements and the reader should not place an undue reliance on these assumptions and such forward-looking statements. The additional key assumptions that have been made include, among other things, assumptions with respect to Agrium's ability to successfully integrate and realize the anticipated benefits of its already completed and future acquisitions and that we will be able to implement our standards, controls, procedures and policies at any acquired businesses to realize the expected synergies; that future business, regulatory and industry conditions will be within the parameters expected by Agrium, including with respect to prices, margins, product availability and supplier agreements; the completion of our expansion projects on schedule, as planned and on budget; assumptions with respect to global economic conditions and the accuracy of our market outlook expectations for 2017 and in the future; the adequacy of our cash generated from operations and our ability to access our credit facilities or capital markets for additional sources of financing; our ability to identify suitable candidates for acquisitions and negotiate acceptable terms; our ability to maintain our investment grade rating and achieve our performance targets; the receipt, on time, of all necessary permits, utilities and project approvals with respect to our expansion projects and that we will have the resources necessary to meet the projects' approach; the receipt, on a timely basis, of regulatory approvals in respect of the proposed merger with PotashCorp and satisfaction of other closing conditions relating thereto. Also refer to the discussion under the heading "Key Assumptions and Risks in Respect of Forward-Looking Statements" in our 2016 annual MD&A and under the heading "Market Outlook" herein, with respect to further material assumptions associated with our forward-looking statements.

Events or circumstances that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: general global economic, market and business conditions; weather conditions, including impacts from regional flooding and/or drought conditions; crop planted acreage, yield and prices; the supply and demand and price levels for our major products may vary from what we currently anticipate; governmental and regulatory requirements and actions by governmental authorities, including changes in government policy, government ownership requirements, changes in environmental, tax and other laws or regulations and the interpretation thereof, and political risks, including civil unrest, actions by armed groups or conflict, regional natural gas supply restrictions, as well as counterparty and sovereign risk; delays in completion of turnarounds at our major facilities; gas supply interruptions at the Egyptian Misr Fertilizers Production Company S.A.E. nitrogen facility expansion in Egypt; the risk of additional capital expenditure cost escalation or delays in respect of our expansion projects; the risks that are inherent in the nature of the proposed merger with PotashCorp, including the failure to obtain required regulatory approvals and failure to satisfy all other closing conditions in accordance with the terms of the proposed merger with PotashCorp, in a timely manner or at all; and other risk factors detailed from time to time in Agrium reports filed with the Canadian securities regulators and the Securities and Exchange Commission in the U.S. including those disclosed under the heading "Risk Factors" in our Annual Information Form for the year ended December 31, 2016 and under the headings "Enterprise Risk Management" and "Key Assumptions and Risks in respect of Forward-Looking Statements" in our 2016 annual MD&A.

The purpose of our expected diluted earnings per share and Retail EBITDA guidance range is to assist readers in understanding our expected and targeted financial results, and this information may not be appropriate for other purposes.

Agrium disclaims any intention or obligation to update or revise any forward-looking statements in this document as a result of new information or future events, except as may be required under applicable U.S. federal securities laws or applicable Canadian securities legislation.

OTHER

Agrium Inc. is a major global producer and distributor of agricultural products, services and solutions. Agrium produces nitrogen, potash and phosphate fertilizers, with a combined wholesale nutrient capacity of over 11 million tonnes and with significant competitive advantages across our product lines. We supply key products and services directly to growers, including crop nutrients, crop protection, seed, as well as agronomic and application services, thereby helping growers to meet the ever growing global demand for food and fiber. Agrium retail-distribution has an unmatched network of approximately 1,500 facilities and over 3,300 crop consultants who provide advice and products to our grower customers to help them increase their yields and returns on hundreds of different crops. With a focus on sustainability, the company strives to improve the communities in which it operates through safety, education, environmental improvement and new technologies such as the development of precision agriculture and controlled release nutrient products. Agrium is focused on driving operational excellence across our businesses, pursuing value-enhancing growth opportunities and returning capital to shareholders. For more information visit: www.agrium.com.

A WEBSITE SIMULCAST of the 2017 2nd Quarter Conference Call will be available in a listen-only mode beginning Thursday, August 10, 2017 at 8:00 a.m. MT (10:00 a.m. ET). Please visit the following website: www.agrium.com.

Contact us at: www.agrium.com

AGRIUM INC.

Condensed Consolidated Interim Statements of Operations

(Unaudited)

Three months ended
June 30,

Six months ended
June 30,

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

Notes

2017

2016

2017

2016

Sales

6,319

6,415

9,039

9,140

Cost of product sold

4,792

4,890

6,954

7,061

Gross profit

1,527

1,525

2,085

2,079

Expenses

Selling

575

574

1,026

988

General and administrative

61

62

121

117

Share-based payments

(3

)

13

-

17

Earnings from associates and joint ventures

(5

)

(23

)

(28

)

(28

)

Other expenses

4

43

51

53

62

Earnings before finance costs and income taxes

856

848

913

923

Finance costs related to long-term debt

52

50

99

102

Other finance costs

24

20

47

38

Earnings before income taxes

780

778

767

783

Income taxes

222

213

219

215

Net earnings

558

565

548

568

Attributable to

Equity holders of Agrium

557

564

546

566

Non-controlling interests

1

1

2

2

Net earnings

558

565

548

568

Earnings per share attributable to equity holders of Agrium

Basic and diluted earnings per share

4.03

4.08

3.95

4.09

Weighted average number of shares outstanding for basic and diluted earnings per share (millions of common shares)

138

138

138

138

See accompanying notes.

Basis of preparation and statement of compliance

These condensed consolidated interim financial statements ("interim financial statements") were approved for issuance by the Audit Committee on August 9, 2017. We prepared these interim financial statements in accordance with International Accounting Standard 34 Interim Financial Reporting. These interim financial statements do not include all information and disclosures normally provided in annual financial statements and should be read in conjunction with our audited annual financial statements and related notes contained in our 2016 Annual Report, available at www.agrium.com.

The accounting policies applied in these interim financial statements are the same as those applied in our audited annual financial statements in our 2016 Annual Report.

AGRIUM INC.

Condensed Consolidated Interim Statements of Comprehensive Income

(Unaudited)

Three months ended

Six months ended

June 30,

June 30,

(millions of U.S. dollars)

Notes

2017

2016

2017

2016

Net earnings

558

565

548

568

Other comprehensive income (loss)

Items that are or may be reclassified to earnings

Cash flow hedges

3

Effective portion of changes in fair value

(7

)

17

(30

)

(6

)

Deferred income taxes

3

(4

)

8

3

Associates and joint ventures

Share of comprehensive (loss) income

(22

)

(1

)

(51

)

1

Deferred income taxes

2

-

10

-

Foreign currency translation

Gains (losses)

100

(26

)

165

153

Reclassifications to earnings

1

-

6

-

77

(14

)

108

151

Items that will never be reclassified to earnings

Post-employment benefits

Actuarial losses

-

(24

)

(3

)

(24

)

Deferred income taxes

-

7

1

7

-

(17

)

(2

)

(17

)

Other comprehensive income (loss)

77

(31

)

106

134

Comprehensive income

635

534

654

702

Attributable to

Equity holders of Agrium

633

533

651

700

Non-controlling interests

2

1

3

2

Comprehensive income

635

534

654

702

See accompanying notes.

AGRIUM INC.

Condensed Consolidated Interim Balance Sheets

(Unaudited)

June 30,

December 31,

(millions of U.S. dollars)

Notes

2017

2016

2016

Assets

Current assets

Cash and cash equivalents

319

307

412

Accounts receivable

3,803

3,638

2,208

Income taxes receivable

62

95

33

Inventories

2,846

2,605

3,230

Prepaid expenses and deposits

112

131

855

Other current assets

130

124

123

7,272

6,900

6,861

Property, plant and equipment

7,028

6,832

6,818

Intangibles

561

635

566

Goodwill

2,115

2,023

2,095

Investments in associates and joint ventures

513

665

541

Other assets

55

52

48

Deferred income tax assets

20

44

34

17,564

17,151

16,963

Liabilities and shareholders' equity

Current liabilities

Short-term debt

5

1,227

1,069

604

Accounts payable

4,155

3,830

4,662

Income taxes payable

4

128

17

Current portion of long-term debt

5

10

107

110

Current portion of other provisions

48

74

59

5,444

5,208

5,452

Long-term debt

5

4,400

4,412

4,398

Post-employment benefits

134

162

141

Other provisions

336

338

322

Other liabilities

51

54

68

Deferred income tax liabilities

601

491

408

10,966

10,665

10,789

Shareholders' equity

Share capital

1,770

1,762

1,766

Retained earnings

5,939

5,839

5,634

Accumulated other comprehensive loss

(1,116

)

(1,119

)

(1,231

)

Equity holders of Agrium

6,593

6,482

6,169

Non-controlling interests

5

4

5

Total equity

6,598

6,486

6,174

17,564

17,151

16,963

See accompanying notes.

AGRIUM INC.

Condensed Consolidated Interim Statements of Cash Flows

(Unaudited)

Three months ended

Six months ended

June 30,

June 30,

(millions of U.S. dollars)

Notes

2017

2016

2017

2016

Operating

Net earnings

558

565

548

568

Adjustments for

Depreciation and amortization

156

145

295

259

Earnings from associates and joint ventures

(5

)

(23

)

(28

)

(28

)

Share-based payments

(3

)

13

-

17

Unrealized loss (gain) on derivative financial instruments

12

(61

)

7

22

Unrealized foreign exchange loss (gain)

-

83

-

(41

)

Interest income

(13

)

(16

)

(26

)

(29

)

Finance costs

76

70

146

140

Income taxes

222

213

219

215

Other

4

(7

)

(7

)

(1

)

Interest received

14

15

27

29

Interest paid

(63

)

(51

)

(147

)

(140

)

Income taxes paid

(15

)

(24

)

(54

)

(165

)

Dividends from associates and joint ventures

4

1

9

2

Net changes in non-cash working capital

(1,062

)

(828

)

(926

)

(410

)

Cash (used in) provided by operating activities

(115

)

95

63

438

Investing

Business acquisitions, net of cash acquired

(44

)

(81

)

(74

)

(175

)

Capital expenditures

(164

)

(230

)

(307

)

(404

)

Capitalized borrowing costs

(4

)

(7

)

(12

)

(12

)

Purchase of investments

(17

)

(18

)

(50

)

(41

)

Proceeds from sale of investments

21

46

49

64

Proceeds from sale of property, plant and equipment

12

6

21

10

Other

(4

)

(5

)

(8

)

(8

)

Net changes in non-cash working capital

(45

)

(8

)

(51

)

(8

)

Cash used in investing activities

(245

)

(297

)

(432

)

(574

)

Financing

Short-term debt

5

551

426

615

222

Repayment of long-term debt

5

(2

)

(4

)

(105

)

(6

)

Dividends paid

(120

)

(122

)

(241

)

(241

)

Cash provided by (used in) financing activities

429

300

269

(25

)

Effect of exchange rate changes on cash and cash equivalents

(12

)

(67

)

7

(47

)

Increase (decrease) in cash and cash equivalents

57

31

(93

)

(208

)

Cash and cash equivalents - beginning of period

262

276

412

515

Cash and cash equivalents - end of period

319

307

319

307

See accompanying notes.

AGRIUM INC.

Condensed Consolidated Interim Statements of Shareholders' Equity

(Unaudited)

Other comprehensive income (loss)




(millions of U.S. dollars, except per share data)




Millions
of
common
shares






Share
capital






Retained
earnings








Cash
flow
hedges







Comprehensive
loss of
associates and
joint ventures








Foreign
currency
translation










Total








Equity
holders of
Agrium








Non-
controlling
interests









Total
equity




December 31, 2015

138

1,757

5,533

(56

)

(17

)

(1,214

)

(1,287

)

6,003

4

6,007

Net earnings

-

-

566

-

-

-

-

566

2

568

Other comprehensive income (loss), net of tax

Post-employment benefits

-

-

(17

)

-

-

-

-

(17

)

-

(17

)

Other

-

-

-

(3

)

1

153

151

151

-

151

Comprehensive income (loss), net of tax

-

-

549

(3

)

1

153

151

700

2

702

Dividends ($1.75 per share)

-

-

(243

)

-

-

-

-

(243

)

-

(243

)

Non-controlling interest transactions

-

-

-

-

-

-

-

-

(2

)

(2

)

Share-based payment transactions

-

5

-

-

-

-

-

5

-

5

Reclassification of cash flow hedges, net of tax

-

-

-

17

-

-

17

17

-

17

June 30, 2016

138

1,762

5,839

(42

)

(16

)

(1,061

)

(1,119

)

6,482

4

6,486

December 31, 2016

138

1,766

5,634

(25

)

(51

)

(1,155

)

(1,231

)

6,169

5

6,174

Net earnings

-

-

546

-

-

-

-

546

2

548

Other comprehensive income (loss), net of tax

Post-employment benefits

-

-

(2

)

-

-

-

-

(2

)

-

(2

)

Other

-

-

-

(22

)

(41

)

170

107

107

1

108

Comprehensive income (loss), net of tax

-

-

544

(22

)

(41

)

170

107

651

3

654

Dividends ($1.75 per share)

-

-

(241

)

-

-

-

-

(241

)

-

(241

)

Non-controlling interest transactions

-

-

2

-

-

(2

)

(2

)

-

(3

)

(3

)

Share-based payment transactions

-

4

-

-

-

-

-

4

-

4

Reclassification of cash flow hedges, net of tax

-

-

-

10

-

-

10

10

-

10

June 30, 2017

138

1,770

5,939

(37

)

(92

)

(987

)

(1,116

)

6,593

5

6,598

See accompanying notes.

1. Corporate Management

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.

We categorize our operating segments within the Retail and Wholesale business units as follows:

  • Retail: Distributes crop nutrients, crop protection products, seed and merchandise and provides financial and other services directly to growers through a network of farm centers in two geographical segments:

    • North America including the United States and Canada

    • International including Australia and South America

  • Wholesale: Produces, markets and distributes crop nutrients and industrial products as follows:

    • Nitrogen: Manufacturing in Alberta and Texas

    • Potash: Mining and processing in Saskatchewan

    • Phosphate: Production facilities in Alberta and production and mining facilities in Idaho

    • Wholesale Other: Producing blended crop nutrients and Environmentally Smart Nitrogen® (ESN) polymer-coated nitrogen crop nutrients, and operating joint ventures and associates

Additional information on our operating segments is included in note 2.

Seasonality in our business results from increased demand for our products during planting seasons. Sales are generally higher in spring and fall.

2. Operating Segments

Segment information by business unit

Three months ended June 30,

2017

2016

Retail

Wholesale

Other (a)

Total

Retail

Wholesale

Other (a)

Total

Sales

- external

5,694

625

-

6,319

5,780

635

-

6,415

- inter-segment

13

223

(236

)

-

11

247

(258

)

-

Total sales

5,707

848

(236

)

6,319

5,791

882

(258

)

6,415

Cost of product sold

4,408

652

(268

)

4,792

4,512

681

(303

)

4,890

Gross profit

1,299

196

32

1,527

1,279

201

45

1,525

Gross profit (%)

23

23

24

22

23

24

Expenses

Selling

574

6

(5

)

575

570

8

(4

)

574

General and administrative

28

7

26

61

28

8

26

62

Share-based payments

-

-

(3

)

(3

)

-

-

13

13

(Earnings) loss from associates and joint ventures

(4

)

(3

)

2

(5

)

(3

)

(21

)

1

(23

)

Other expenses

1

11

31

43

8

26

17

51

Earnings (loss) before finance costs and income taxes

700

175

(19

)

856

676

180

(8

)

848

Finance costs

-

-

76

76

-

-

70

70

Earnings (loss) before income taxes

700

175

(95

)

780

676

180

(78

)

778

Depreciation and amortization

71

80

5

156

68

74

3

145

Finance costs

-

-

76

76

-

-

70

70

EBITDA (b)

771

255

(14

)

1,012

744

254

(5

)

993

(a) Includes inter-segment eliminations

(b) EBITDA is net earnings (loss) before finance costs, income taxes, depreciation and amortization, and net earnings (loss) from discontinued operations.

Segment information by business unit

Six months ended June 30,

2017

2016

Retail

Wholesale

Other (a)

Total

Retail

Wholesale

Other (a)

Total

Sales

- external

7,921

1,118

-

9,039

8,058

1,082

-

9,140

- inter-segment

26

405

(431

)

-

23

449

(472

)

-

Total sales

7,947

1,523

(431

)

9,039

8,081

1,531

(472

)

9,140

Cost of product sold

6,214

1,185

(445

)

6,954

6,400

1,177

(516

)

7,061

Gross profit

1,733

338

14

2,085

1,681

354

44

2,079

Gross profit (%)

22

22

23

21

23

23

Expenses

Selling

1,022

13

(9

)

1,026

980

16

(8

)

988

General and administrative

53

13

55

121

50

16

51

117

Share-based payments

-

-

-

-

-

-

17

17

(Earnings) loss from associates and joint ventures

(10

)

(19

)

1

(28

)

(7

)

(22

)

1

(28

)

Other (income) expenses

(11

)

25

39

53

5

45

12

62

Earnings (loss) before finance costs and income taxes

679

306

(72

)

913

653

299

(29

)

923

Finance costs

-

-

146

146

-

-

140

140

Earnings (loss) before income taxes

679

306

(218

)

767

653

299

(169

)

783

Depreciation and amortization

142

144

9

295

135

118

6

259

Finance costs

-

-

146

146

-

-

140

140

EBITDA

821

450

(63

)

1,208

788

417

(23

)

1,182

(a) Includes inter-segment eliminations

Segment information - Retail

Three months ended June 30,

2017

2016

North

North

America

International

Retail (a)

America

International

Retail (a)

Sales

- external

5,031

663

5,694

5,038

742

5,780

- inter-segment

13

-

13

11

-

11

Total sales

5,044

663

5,707

5,049

742

5,791

Cost of product sold

3,876

532

4,408

3,893

619

4,512

Gross profit

1,168

131

1,299

1,156

123

1,279

Expenses

Selling

486

88

574

484

86

570

General and administrative

21

7

28

20

8

28

Earnings from associates and joint ventures

(4

)

-

(4

)

(2

)

(1

)

(3

)

Other expenses (income)

11

(10

)

1

16

(8

)

8

Earnings before income taxes

654

46

700

638

38

676

Depreciation and amortization

67

4

71

63

5

68

EBITDA

721

50

771

701

43

744

(a) Included within the Retail business unit is a separate Financial Services operating segment with total sales of $8-million (2016 - $4-million) and EBITDA of $7-million (2016 - $4-million).

Segment information - Retail

Six months ended June 30,

2017

2016

North

North

America

International

Retail (a)

America

International

Retail (a)

Sales

- external

6,789

1,132

7,921

6,835

1,223

8,058

- inter-segment

26

-

26

23

-

23

Total sales

6,815

1,132

7,947

6,858

1,223

8,081

Cost of product sold

5,327

887

6,214

5,399

1,001

6,400

Gross profit

1,488

245

1,733

1,459

222

1,681

Expenses

Selling

850

172

1,022

821

159

980

General and administrative

39

14

53

35

15

50

Earnings from associates and joint ventures

(9

)

(1

)

(10

)

(6

)

(1

)

(7

)

Other expenses (income)

4

(15

)

(11

)

22

(17

)

5

Earnings before income taxes

604

75

679

587

66

653

Depreciation and amortization

133

9

142

124

11

135

EBITDA

737

84

821

711

77

788

(a) Included within the Retail business unit is a separate Financial Services operating segment with total sales of $14-million (2016 - $4-million) and EBITDA of $15-million (2016 - $4-million).

Segment information - Wholesale

Three months ended June 30,

2017

2016

Wholesale

Wholesale

Nitrogen

Potash

Phosphate

Other (a)

Wholesale

Nitrogen

Potash

Phosphate

Other (a)

Wholesale

Sales

- external

277

116

86

146

625

296

85

110

144

635

- inter-segment

91

34

51

47

223

98

50

50

49

247

Total sales

368

150

137

193

848

394

135

160

193

882

Cost of product sold

255

106

129

162

652

246

119

155

161

681

Gross profit

113

44

8

31

196

148

16

5

32

201

Expenses

Selling

3

2

1

-

6

3

2

1

2

8

General and administrative

3

1

1

2

7

3

1

1

3

8

Earnings from associates and joint ventures

-

-

-

(3

)

(3

)

-

-

-

(21

)

(21

)

Other expenses (income)

6

5

2

(2

)

11

16

14

(1

)

(3

)

26

Earnings (loss) before income taxes

101

36

4

34

175

126

(1

)

4

51

180

Depreciation and amortization

26

32

17

5

80

23

31

13

7

74

EBITDA

127

68

21

39

255

149

30

17

58

254

(a) Includes ammonium sulfate, ESN and other products

Segment information - Wholesale

Six months ended June 30,

2017

2016

Wholesale

Wholesale

Nitrogen

Potash

Phosphate

Other (a)

Wholesale

Nitrogen

Potash

Phosphate

Other (a)

Wholesale

Sales

- external

459

206

176

277

1,118

469

133

190

290

1,082

- inter-segment

149

76

95

85

405

175

93

100

81

449

Total sales

608

282

271

362

1,523

644

226

290

371

1,531

Cost of product sold

418

203

256

308

1,185

401

196

265

315

1,177

Gross profit

190

79

15

54

338

243

30

25

56

354

Expenses

Selling

6

3

2

2

13

7

4

2

3

16

General and administrative

5

2

2

4

13

7

3

2

4

16

Earnings from associates and joint ventures

-

-

-

(19

)

(19

)

-

-

-

(22

)

(22

)

Other expenses (income)

15

7

4

(1

)

25

22

20

3

-

45

Earnings before income taxes

164

67

7

68

306

207

3

18

71

299

Depreciation and amortization

42

61

33

8

144

36

51

23

8

118

EBITDA

206

128

40

76

450

243

54

41

79

417

(a) Includes ammonium sulfate, ESN and other products

Gross profit by product line

Three months ended June 30,

Six months ended June 30,

2017

2016

2017

2016



Sales

Cost of
product
sold


Gross
profit



Sales

Cost of
product
sold


Gross
profit



Sales

Cost of
product
sold


Gross
profit



Sales

Cost of
product
sold


Gross
profit

Retail

Crop nutrients

1,989

1,570

419

2,190

1,757

433

2,703

2,143

560

3,029

2,462

567

Crop protection products

2,236

1,751

485

2,250

1,779

471

3,108

2,493

615

3,081

2,489

592

Seed

1,080

881

199

926

745

181

1,462

1,209

253

1,302

1,070

232

Merchandise

175

148

27

162

134

28

309

260

49

279

232

47

Services and other (a)

227

58

169

263

97

166

365

109

256

390

147

243

5,707

4,408

1,299

5,791

4,512

1,279

7,947

6,214

1,733

8,081

6,400

1,681

Wholesale

Nitrogen

368

255

113

394

246

148

608

418

190

644

401

243

Potash

150

106

44

135

119

16

282

203

79

226

196

30

Phosphate

137

129

8

160

155

5

271

256

15

290

265

25

Ammonium sulfate, ESN and other

193

162

31

193

161

32

362

308

54

371

315

56

848

652

196

882

681

201

1,523

1,185

338

1,531

1,177

354

Other inter-segment eliminations

(236

)

(268

)

32

(258

)

(303

)

45

(431

)

(445

)

14

(472

)

(516

)

44

Total

6,319

4,792

1,527

6,415

4,890

1,525

9,039

6,954

2,085

9,140

7,061

2,079

Wholesale share of joint ventures

Nitrogen

46

36

10

40

37

3

70

55

15

65

58

7

Total Wholesale including proportionate share in joint ventures

894

688

206

922

718

204

1,593

1,240

353

1,596

1,235

361

(a) Includes financial services products

Selected volumes and per tonne information

Three months ended June 30,

2017

2016








Sales
tonnes
(000's)








Selling
price
($/tonne)







Cost of
product
sold
($/tonne)









Margin
($/tonne)








Sales
tonnes
(000's)








Selling
price
($/tonne)







Cost of
product
sold
($/tonne)









Margin
($/tonne)




Retail

Crop nutrients

North America

4,249

415

321

94

4,133

462

361

101

International

648

351

323

28

715

390

366

24

Total crop nutrients

4,897

406

320

86

4,848

452

363

89

Wholesale

Nitrogen

North America

Ammonia

414

412

394

443

Urea

459

281

503

303

Other

308

223

271

249

Total nitrogen

1,181

312

216

96

1,168

337

210

127

Potash

North America

377

254

440

219

International

337

161

257

152

Total potash

714

210

149

61

697

194

172

22

Phosphate

279

492

464

28

305

526

508

18

Ammonium sulfate

111

290

109

181

114

296

120

176

ESN and other

466

452

Total Wholesale

2,751

308

237

71

2,736

322

248

74

Wholesale share of joint ventures

Nitrogen

82

556

434

122

133

305

285

20

Total Wholesale including proportionate share in joint ventures

2,833

315

242

73

2,869

322

251

71

Selected volumes and per tonne information

Six months ended June 30,

2017

2016








Sales
tonnes
(000's




)





Selling
price
($/tonne




)




Cost of
product
sold
($/tonne




)






Margin
($/tonne




)





Sales
tonnes
(000's




)





Selling
price
($/tonne




)




Cost of
product
sold
($/tonne




)






Margin
($/tonne




)

Retail

Crop nutrients

North America

5,739

413

320

93

5,653

459

364

95

International

1,000

332

303

29

1,155

376

351

25

Total crop nutrients

6,739

401

318

83

6,808

445

362

83

Wholesale

Nitrogen

North America

Ammonia

640

396

624

427

Urea

820

294

822

316

Other

493

230

463

256

Total nitrogen

1,953

311

214

97

1,909

338

210

128

Potash

North America

755

251

703

217

International

595

156

450

163

Total potash

1,350

209

151

58

1,153

196

170

26

Phosphate

567

479

452

27

525

553

505

48

Ammonium sulfate

199

276

115

161

171

294

118

176

ESN and other

918

904

Total Wholesale

4,987

305

237

68

4,662

328

252

76

Wholesale share of joint ventures

Nitrogen

159

439

347

92

216

301

270

31

Total Wholesale including proportionate share in joint ventures

5,146

309

241

68

4,878

327

253

74

3. Risk Management

Commodity price risk

Natural gas derivative financial instruments outstanding (notional amounts in millions of MMBtu)

June 30,

December 31,

2017

2016

Average

Fair value

Average

Fair value

contract

of assets

contract

of assets

Notional

Maturities

price (a)

(liabilities)

Notional

Maturities

price (a)

(liabilities)

Designated as hedges

AECO swaps

42

2017 - 2019

2.97

(43

)

48

2017 - 2018

2.90

(21

)

(43

)

(21

)

(a) U.S. dollars per MMBtu

Fair value of assets (liabilities)

Maturities of natural gas derivative contracts

2017

2018

2019

AECO swaps

(16

)

(23

)

(4

)

Impact of change in fair value of natural gas derivative financial instruments

June 30,

December 31,

2017

2016

A $10-million impact to other comprehensive income requires movement in gas prices per MMBtu

0.16

0.29

The underlying risk of the derivative contracts is identical to the hedged risk; 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 natural gas derivative contracts designated as hedges to other comprehensive income.

Currency risk

Foreign exchange derivative financial instruments outstanding (notional amounts in millions of U.S. dollars)

June 30,

December 31,

2017

2016

Average

Fair value

Average

Fair value

contract

of assets

contract

of assets

Sell/Buy

Notional

Maturities

price (a)

(liabilities)

Notional

Maturities

price (a)

(liabilities)

Forwards

USD/CAD

220

2017

1.31

2

-

-

-

-

CAD/USD

132

2017

1.31

(1

)

180

2017

1.34

-

EUR/USD

14

2017

0.91

(1

)

-

2017

0.94

-

USD/AUD

17

2017

1.33

-

14

2017

1.32

(1

)

AUD/USD

46

2017

1.32

(1

)

22

2017

1.34

1

CNY/AUD

16

2017

6.74

-

23

2017

7.16

-

Options

USD/CAD - buy USD puts

42

2017

1.30

1

-

-

-

-

USD/CAD - sell USD calls

56

2017

1.37

-

-

-

-

-

CAD/USD - buy USD calls

-

2017

1.33

-

-

-

-

-

CAD/USD - sell USD puts

-

2017

1.32

(6

)

-

-

-

-

(6

)

-

(a) Foreign currency per U.S. dollar

June 30,

December 31,

2017

2016

Fair value

Fair value

Level 1

Level 2

Carrying
value

Level 1

Level 2

Carrying
value

Financial instruments measured at fair

value on a recurring basis

Cash and cash equivalents

-

319

319

-

412

412

Accounts receivable - derivatives

-

3

3

-

2

2

Other current financial assets -

marketable securities

18

107

125

22

99

121

Other non-current financial assets -

derivatives

-

2

2

-

-

-

Accounts payable - derivatives

-

36

36

-

7

7

Other financial liabilities - derivatives

-

18

18

-

16

16

Financial instruments measured at amortized cost

Current portion of long-term debt

Debentures

-

-

-

-

101

100

Fixed and floating rate debt

-

10

10

-

10

10

Long-term debt

Debentures

-

4,829

4,374

-

4,600

4,373

Fixed and floating rate debt

-

26

26

-

25

25

There have been no transfers between Level 1 and Level 2 fair value measurements in the six months ended June 30, 2017. We do not measure any of our financial instruments using Level 3 inputs.

4. Expenses

Three months ended

Six months ended

Other expenses

June 30,

June 30,

2017

2016

2017

2016

(Gain) loss on foreign exchange and related derivatives

(2

)

6

4

8

Interest income

(13

)

(16

)

(26

)

(29

)

Environmental remediation and asset retirement

obligations

-

3

(1

)

5

Bad debt expense

22

21

29

29

Potash profit and capital tax

3

5

6

8

Merger and related costs

15

-

31

-

Other

18

32

10

41

43

51

53

62

5. Debt

June 30,

December 31,

2017

2016

Maturity

Rate (%) (a)

Short-term debt

Commercial paper

2017

1.49

1,089

306

Credit facilities

4.24

138

298

1,227

604

(a) Weighted average rates at June 30, 2017

Short-term debt

Long-term debt (a)

December 31, 2016

604

4,508

Cash flows reported as financing activities

615

(105

)

Non-cash changes

Other adjustments

-

8

Foreign currency translation

8

(1

)

June 30, 2017

1,227

4,410

(a) Includes current portion

6. Additional Information

Planned Merger with Potash Corporation of Saskatchewan Inc. ("PotashCorp")

Agrium and PotashCorp entered into an agreement dated September 11, 2016 (the "Arrangement Agreement"), under which the companies will combine in a merger of equals into a newly incorporated parent entity, which will be named Nutrien, to be formed to manage and hold the combined businesses of both Agrium and PotashCorp. The Arrangement Agreement will be implemented by a proposed plan of arrangement (the "Arrangement"). Under the Arrangement, Agrium shareholders will receive 2.23 Nutrien shares for each Agrium share held, and PotashCorp shareholders will receive 0.40 of a Nutrien share for each PotashCorp share held. Following the completion of the Arrangement Agreement, Agrium and PotashCorp will become wholly-owned subsidiaries of Nutrien and Nutrien will continue the operations of Agrium and PotashCorp on a combined basis. Each of the share-based payment awards for each of Agrium and PotashCorp, whether vested or unvested, that are outstanding immediately prior to the completion of the Arrangement will convert into a Nutrien award.

On November 3, 2016, shareholders of both Agrium and PotashCorp approved the Arrangement. The Arrangement is anticipated to be completed near the end of the third quarter of 2017, subject to customary closing conditions including receipt of regulatory and court approvals.

The estimated costs to be incurred by Agrium and PotashCorp with respect to the Arrangement and related matters are expected to aggregate approximately $140-million.

The Arrangement Agreement contains provisions that restrict Agrium's and PotashCorp's ability to pursue alternatives to the Arrangement and, in specified circumstances, Agrium or PotashCorp could be required to pay the other party a non-completion fee of $485-million or $50-million as reimbursement for related expenses. The Arrangement Agreement also restricts Agrium and PotashCorp from increasing dividends or repurchasing their shares before completion of the Arrangement.

Additional information and the full text of the Arrangement Agreement and the Arrangement are included in Agrium and PotashCorp's joint proxy circular filed on SEDAR on October 6, 2016.

Starpharma Holdings Limited

In June 2017, we acquired Starpharma Holdings Limited's agrochemical business that is focused on the development of a proprietary polymer technology and is based in Melbourne, Australia. Our purchase price was $26-million (AUD$35-million).

Property, plant and equipment

We have completed our expansion project at our Borger nitrogen facility. We transferred $662-million from assets under construction to buildings and improvements, and machinery and equipment when the assets became available for use.

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