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

CALGARY, AB--(Marketwired - August 09, 2017) -

ALL AMOUNTS ARE STATED IN U.S.$

Agrium Inc. (TSX: AGU) (NYSE: 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

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

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

• 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:

Depreciation and Amortization

• 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

• 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.

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 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 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.

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.

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

• 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.

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:

• 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.

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.

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 2^nd 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

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.