Agrium (AGU) 11-K Annual report of employee stock purchases

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)

þ  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008

OR

o	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from                     to
	Commission file number: 001-14460

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

Agrium Advanced Technologies 401(k) Savings Plan
100 Technology Loop
Sylacauga, AL 35150

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Agrium Inc.
13131 Lake Fraser Drive Southeast
Calgary, Alberta
Canada T2J 7E8

AGRIUM ADVANCED TECHNOLOGIES
401(K) SAVINGS PLAN

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES

December 31, 2008 and 2007 (unaudited)
(With Report of Independent Registered Public Accounting Firm Thereon)

AGRIUM ADVANCED TECHNOLOGIES
401(K) SAVINGS PLAN
December 31, 2008 and 2007

REQUIRED INFORMATION

The Agrium Advanced Technologies 401(k) Savings Plan (the “Plan”) is subject to the Employee Retirement Income Security Act of 1974 (“ERISA”). Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the following financial statements and schedules have been prepared in accordance with the financial reporting requirements of ERISA.

The following financial statements and schedules are filed as a part of this Annual Report on Form 11-K.

	Page
Report of Independent Registered Public Accounting Firm		1
Statements of Net Assets Available for Plan Benefits		2
As of December 31, 2008 and 2007
Statement of Changes in Net Assets Available for Plan Benefits		3
Year ended December 31, 2008
Notes to the Financial Statements		4
Supplemental Schedules:
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)		12
As of December 31, 2008
Form 5500 Line 4a — Schedule of Delinquent Participant Contributions		13

Report of Independent Registered Public Accounting Firm

Agrium Pension Committee
Agrium Advanced Technologies 401(k) Savings Plan

We have audited the accompanying statement of net assets available for plan benefits of the Agrium Advanced Technologies 401(k) Savings Plan (the Plan) as of December 31, 2008, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 2008. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan was not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all material respects, the net assets available for plan benefits of the Agrium Advanced Technologies 401(k) Savings Plan as of December 31, 2008, and the changes in net assets available for plan benefits for the year ended December 31, 2008 in conformity with accounting principles generally accepted in the United States.

Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held at end of year as of December 31, 2008 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the 2008 basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/  Eide Bailly LLP

Greenwood Village, Colorado
June 25, 2009

1

AGRIUM ADVANCED TECHNOLOGIES
401(K) SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits
As of December 31
(U.S. dollars)

	2008			2007 (unaudited)
Assets
Investments at fair value (note 5):
Mutual funds		2,991,324			5,379,921
Collective trust		875,022			591,477
Common stock		248,736			68,827
Participant loans		276,547			211,587
Total investments		4,391,629			6,251,812
Receivables:
Participant contributions		15,691			—
Employer contributions		15,869			—
Total receivables		31,560			—
Total assets		4,423,189			—
Net assets reflecting all investments at fair value		4,423,189			6,251,812
Adjustment from fair value to contract value for fully benefit-responsive investment contracts (note 2)		(27,628	)		(8,907	)
Net assets available for plan benefits		4,395,561			6,242,905

See accompanying notes to the financial statements.

2

AGRIUM ADVANCED TECHNOLOGIES
401(K) SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year ended December 31
(U.S. dollars)

	2008
Additions and transfers
Additions to net assets attributed to:
Interest and dividends		93,654
		93,654
Transfers:
Affiliated plan transfers and other		575,018
		575,018
Contributions:
Participants		384,859
Employer		334,782
Rollover		85,200
		804,841
Total additions		1,473,513
Deductions
Deductions attributed to:
Distributions paid to participants		1,243,814
Net realized and unrealized depreciation in fair value of investments		2,077,043
Total deductions		3,320,857
Net (decrease) increase		(1,847,344	)
Net assets available for plan benefits:
Beginning of year		6,242,905
End of year		4,395,561

See accompanying notes to the financial statements.

3

AGRIUM ADVANCED TECHNOLOGIES
401(K) SAVINGS PLAN
Notes to the Financial Statements
As of December 31, 2008
(U.S. dollars)

1.	PLAN DESCRIPTION
	The following description of the Agrium Advanced Technologies 401(K) Savings Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions. The Plan sponsor, Agrium Advanced Technologies (U.S.) Inc. (the Corporation), is a subsidiary of Agrium Inc. (Agrium).
	The Plan is a defined contribution plan established for the benefit of eligible employees of the Corporation. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

a)	Contributions
	Participants under the Plan are automatically enrolled with a two percent contribution unless the participant chooses not to join the Plan. Participants can elect to contribute up to 100% of their annual compensation. The Corporation contributes a fixed two percent of eligible compensation to all eligible employees, regardless of participation. In addition, the Corporation matches 100% of the first four percent of the employee’s voluntary contributions. Individual participant contributions are subject to annual Internal Revenue Code limitations: greater than 50 years of age is $20,500; less than 50 years of age is $15,500 for 2008. Total contributions cannot exceed limits as defined by the Internal Revenue Code.
b)	Participant Eligibility and Plan Entry
	Employees of the Corporation are eligible to participate in the Plan if they are regular, full-time employees, and are not leased employees or employees represented by a collective bargaining unit of the Corporation’s participating subsidiaries or affiliated companies. Eligible employees are enrolled into the Plan on the first day of the month coinciding with or next following the date on which they have completed three months of continuous service.
c)	Vesting
	Participants are immediately vested in their contributions, including earnings thereon. Employer contributions, including earnings thereon, become vested according to the following schedule:

Years of Service	Vesting Percentage
Less than one		0%
One year		100%

4

AGRIUM ADVANCED TECHNOLOGIES
401(K) SAVINGS PLAN
Notes to the Financial Statements
As of December 31, 2008
(U.S. dollars)

1. PLAN DESCRIPTION (CONTINUED)

d)	Distributions
	Distributions from the Plan may be made to a participant upon death, total disability, retirement, financial hardship or termination of employment. Upon termination of employment, a participant whose vested account balance is greater than $5,000 may elect to receive a distribution of his or her account balance, leave the vested account balance in the Plan until a date not to exceed April 1 of the year following the year in which the participant reaches age 701/2, or request a direct rollover. A participant with a vested account balance that is $5,000 or less will be required to receive his or her account balance in cash as a lump-sum payment. For all distributions, if a lump-sum payment is elected, any portion of a participant’s account that is invested in the Agrium Inc. Common Stock Fund may be distributed as cash or in common shares of Agrium Inc. at the election of the participant.
	Participants may withdraw a minimum of $1,000, not to exceed their pretax contributions, to satisfy one of the immediate and heavy financial needs as described in the Plan agreement.
e)	Investment Options
	Upon enrollment in the Plan, a participant may direct employee contributions in even multiples of one percent of the total participant’s contribution in any of the following investment options:
	Agrium Inc. Common Stock — Funds are invested in common stock of Agrium Inc.
	SEI Stable Asset GIC Fund — The fund invests primarily in a diversified portfolio of guaranteed investment contracts (GIC’s) issued by major life insurance companies and money centre banks. The fund seeks to provide current income with the preservation of capital.
	SEI Core Fixed Income Fund — The fund invests primarily in a broadly diversified portfolio of U.S. fixed income securities issued by the U.S. government and its agencies, along with investment grade corporate bonds and mortgage-backed securities. The fund seeks to provide a broad level of diversification and current income in U.S. fixed income securities.
	SEI S&P 500 Index Fund — The fund invests primarily in common stocks that replicate the investment results of the Standard & Poor’s 500 Composite Stock Price Index.
	SEI Large Cap Value Fund — The fund invests in large company stocks with a value style. The fund seeks to provide a broad level of diversification in large capitalization stocks in a risk-controlled framework, which includes stocks with value characteristics.
	SEI Large Cap Growth Fund — The fund invests in large company stocks with a growth style. The fund seeks to provide a broad level of diversification in large capitalization stocks in a risk-controlled framework, which includes stocks with growth characteristics.

5

AGRIUM ADVANCED TECHNOLOGIES
401(K) SAVINGS PLAN
Notes to the Financial Statements
As of December 31, 2008
(U.S. dollars)

1. PLAN DESCRIPTION (CONTINUED)

e)	Investment Options (continued)
	SEI Small Cap Value Fund — The fund invests in U.S. small company stocks with a value style. The fund seeks to provide a broad level of diversification in U.S. small capitalization stocks in a risk-controlled framework, which includes stocks with value characteristics.
	SEI Small Cap Growth Fund — The fund invests in U.S. small company stocks with a growth style. The fund seeks to provide a broad level of diversification in U.S. small capitalization stocks in a risk-controlled framework, which includes stocks with growth characteristics.
	SEI International Portfolio Fund — The fund seeks to provide a broad level of diversification in international equity securities in a risk-controlled framework by investing in equity securities of issuers in developed non-U.S. markets.
	SEI Mid Cap Fund (Class A) — The fund invests primarily in equity securities of mid-sized companies. The fund seeks long term capital appreciation.
	SEI Age-Based Portfolios — These funds include 10 specific age-based investment portfolios. The age-based portfolios are comprised of underlying SEI funds. The Aggressive Strategy and Market Growth Strategy represent growth focused strategies. The Moderate Strategy, Conservative Strategy and Stable Asset Strategy represent stability focused strategies.
	See note 5 for the details of investments that exceeded five percent of net assets available for plan benefits as of December 31, 2008 and 2007.
f)	Administrative Expenses
	The Corporation paid an insignificant amount of administrative expenses on behalf of the Plan for the year ended December 31, 2008. The remaining Plan expenses, including fees, incurred in 2008 were paid directly from Plan assets.

6

AGRIUM ADVANCED TECHNOLOGIES
401(K) SAVINGS PLAN
Notes to the Financial Statements
As of December 31, 2008
(U.S. dollars)

1. PLAN DESCRIPTION (CONTINUED)

g)	Participant Loans
	Participants may borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of 50% of their account balance or $50,000, reduced by (a) the participant’s highest outstanding loan balance from the Plan during the one-year period ending on the day before the loan is made and (b) the participant’s outstanding loan balance from the Plan on the day before the loan is made. Loans must be repaid within five years. The loans are secured by the balance in the participant’s account and bear interest at the prime rate plus one percent as published monthly in the Wall Street Journal. Principal and interest is paid through monthly payroll deductions. Loans outstanding as of December 31, 2008 and 2007 bear interest at rates ranging from 4.75 percent to 9.25 percent.
h)	Participant Accounts
	Each participant’s account is credited with the participant’s contributions and allocations of (a) the Corporation’s contributions, (b) Plan earnings and losses, and (c) an allocation of administrative expenses.
	Allocations are based on participant’s earnings or account balances, as defined. The benefit a participant is entitled to is the benefit that can be provided from the participant’s vested account.

2. SIGNIFICANT ACCOUNTING POLICIES

a)	Basis of Presentation
	The accompanying financial statements have been prepared using the accrual basis of accounting.
b)	Use of Estimates
	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan administrator to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets during the reporting period. Actual results could differ from those estimates.
c)	Valuation of Investments
	As of December 31, 2008 and 2007, the Plan’s investments, with the exception of the SEI Stable Asset GIC Fund as described below, are reported at fair value. Fair value is the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. Mutual Funds are valued at quoted market prices, which represents the net asset value of shares held by the Plan at year-end.

7

AGRIUM ADVANCED TECHNOLOGIES
401(K) SAVINGS PLAN
Notes to the Financial Statements
As of December 31, 2008
(U.S. dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

c)	Valuation of Investments (continued)
	Investment transactions are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net depreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
	Investments in the SEI Stable Asset GIC Fund (Collective Trust) are stated according to the Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (“FSP”), which states that contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transaction under the terms of the plan. As required by the FSP, the accompanying Statements of Net Assets Available for Benefits presents the fair value of the investment contracts as well as the adjustment to the fully benefit-responsive investment contracts from fair value to contract value. The accompanying Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis. Contract value represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investments at contract value. There are no reserves against contract value for credit risk of the contract issuer or otherwise. If an event occurs that may impair the ability of the contract issuer to perform in accordance with the contract terms, fair value may be less than contract value. For the year ended December 31, 2008, the average yield earned was 6.44 percent and the crediting interest rate to the fund was 3.27 percent. For the year ended December 31, 2007 the average yield utilized was 5.84 percent and the crediting interest rate to the fund was 4.44 percent.
d)	New Accounting Pronouncements
	In September 2006, the Financial Accounting Standard Board issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157) which is effective for fiscal years beginning after November 15, 2007. The Plan adopted SFAS 157 effective on January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value under current accounting pronouncements that require or permit fair value measurement and expands disclosures about fair value measurements. SFAS 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS 157 also establishes a fair value hierarchy which requires assets and liabilities measured at fair value to be categorized into one of three levels based on the inputs used in the valuation. Assets and liabilities are classified in their entirety based on the lowest level of input significant to the fair value measurement.

8

AGRIUM ADVANCED TECHNOLOGIES
401(K) SAVINGS PLAN
Notes to the Financial Statements
As of December 31, 2008
(U.S. dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

d)	New Accounting Pronouncements (continued)
	The three levels are defined as follows:

Level 1 — Observable inputs based on quoted prices (unadjusted) in active markets for identical assets and liabilities.

Level 2 — Observable inputs based on quoted prices for similar assets and liabilities in active markets, or quoted prices for identical assets and liabilities in inactive markets.

Level 3 — Unobservable inputs that reflect an entity’s own assumptions about what inputs a market participant would use in pricing the asset or liability based on the best information available in the circumstances.

	The Plan’s investments are categorized as Level 1, Level 2 and Level 3 (Note 5).
e)	Payment of Benefits
	Benefits are recorded when paid.

3.	TAX STATUS
	The underlying non-standardized prototype plan has received an opinion letter from the Internal Revenue Service (“IRS”) dated March 31, 2008, stating that the form of the Plan is qualified under section 401 of the Internal Revenue Code (“the IRC”), and therefore, the related trust is tax exempt. The Plan administrator believes the Plan document continues to qualify in form. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the IRC and, therefore, believes that the Plan is qualified and the related trust is tax-exempt.
4.	PLAN TERMINATION
	Although the Corporation has not expressed any intent to terminate the Plan, it retains the right under the Plan to terminate it subject to the provisions of ERISA. The Plan provides that upon termination, the net assets should be allocated among the Plan’s participants and beneficiaries in accordance with the provisions of the Plan.

9

AGRIUM ADVANCED TECHNOLOGIES
401(K) SAVINGS PLAN
Notes to the Financial Statements
As of December 31, 2008
(U.S. dollars)

5. INVESTMENTS

	2008		2007 (unaudited)
Investment securities representing five percent or more of net assets available for plan benefits:
SEI Stable Asset GIC Fund		875,022		591,477
SEI Large Cap Growth Fund		571,173		1,153,035
SEI Large Cap Value Fund		433,012		996,482
SEI Core Fixed Income Fund		410,983		671,934
SEI International Portfolio Fund		362,252		903,701
SEI Mid Cap Fund		313,087		534,214
SEI Market Growth Strategy Fund		269,033		*
Agrium Inc. Common Stock		248,736		*
SEI Aggressive Strategy Fund		234,215		*

* Does not represent five percent or more of net assets available for plan benefits

Fair value of plan assets by hierarchy level	As of December 31, 2008
							Total
	Level 1		Level 2		Level 3		Fair Value
Mutual funds		2,991,324		—		—		2,991,324
Collective trust		—		875,022		—		875,022
Common stock		248,736		—		—		248,736
Participant loans		—		—		276,547		276,547
		3,240,060		875,022		276,547		4,391,629

Change in fair value of level 3 investments	2008
Beginning fair value		211,587
Purchases, sales, issuances and settlements		64,960
Ending fair value		276,547

During 2008, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:

	2008
Mutual Funds		(1,886,985	)
Agrium Inc. Common Stock		(200,060	)
SEI Stable Asset GIC Fund		10,002
		(2,077,043	)

10

AGRIUM ADVANCED TECHNOLOGIES
401(K) SAVINGS PLAN
Notes to the Financial Statements
As of December 31, 2008
(U.S. dollars)

6.

RISKS AND UNCERTAINTIES

The Plan invests in mutual funds and other investment securities. Investments in general are exposed to various risks, such as significant world events, interest rate, credit and overall market volatility risk. Due to the level of risk associated with certain investments, it is reasonably possible that changes in the value of investments will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for plan benefits.

11

AGRIUM ADVANCED TECHNOLOGIES
401(K) RETIREMENT SAVINGS PLAN
Schedule H, Line 4i — Schedule of Assets (Held at End Year)
As of December 31, 2008
(U.S. dollars)

(a)	(b) Identity of Issuer	(c) Description of Investment	(d) Current Value
*	SEI Stable Asset GIC Fund	Guaranteed Interest Contract		875,022
*	SEI Large Cap Growth Fund	Mutual fund		571,173
*	SEI Large Cap Value Fund	Mutual fund		433,012
*	SEI Core Fixed Income Fund	Mutual fund		410,983
*	SEI International Equity Fund	Mutual fund		362,252
*	SEI Mid Cap Fund	Mutual fund		313,087
	Participant loans, bearing interest at rates ranging from 4.75% to 9.25%, secured by a participant’s vested account	Participant loans		276,547
*	SEI Market Growth Strategy Fund	Mutual fund		269,033
*	Agrium Inc.	Common stock		248,736
*	SEI Aggressive Strategy Fund	Mutual fund		234,215
*	SEI Small Cap Value Fund	Mutual fund		176,012
*	SEI S&P 500 Index Fund	Mutual fund		103,246
*	SEI Small Cap Growth Fund	Mutual fund		102,572
*	SEI Moderate Strategy Fund	Mutual fund		11,982
*	SEI Conservative Strategy Fund	Mutual fund		3,757
	Total assets held for investment purposes	Mutual fund		4,391,629

* Identified party-in-interest.

Note: Information on cost of investments is excluded, as all investments are participant directed.

See accompanying report of independent registered public accounting firm.

12

AGRIUM ADVANCED TECHNOLOGIES
401(K) RETIREMENT SAVINGS PLAN
Form 5500 Line 4a — Schedule of Delinquent
Participant Contributions
As of December 31, 2008
(U.S. dollars)

Participant Contributions	Total that Constitute Nonexempt
Transferred Late to Plan	Prohibited Transactions
35,132		35,132

13

SIGNATURE

THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, Agrium Advanced Technologies U.S. Inc. has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 25, 2009	AGRIUM ADVANCED TECHNOLOGIES 401(K) SAVINGS PLAN
	By:	AGRIUM ADVANCED TECHNOLOGIES U.S. INC.
		/s/  Andrew M. Mittag
		Andrew M. Mittag
		President

EXHIBIT INDEX

Exhibit 23.1 Consent of Independent Registered Public Accounting Firm to Incorporation by reference in Form S-8