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, 2009

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 401(k) Retirement Savings Plan
4582 South Ulster Street, Suite 1700
Denver, CO 80237

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
401(k) RETIREMENT SAVINGS PLAN

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

December 31, 2009 and 2008
(With Report of Independent Registered Public Accounting Firm Thereon)

AGRIUM
401(k) RETIREMENT SAVINGS PLAN
December 31, 2009 and 2008

TABLE OF CONTENTS

	Page
Report of Independent Registered Public Accounting Firm		1
Statements of Net Assets Available for Plan Benefits As of December 31, 2009 and 2008		2
Statement of Changes in Net Assets Available for Plan Benefits Year ended December 31, 2009		3
Notes to the Financial Statements		4
Supplemental Schedule:
Schedule H, Line 4i — Schedule of Assets (Held at End of Year) As of December 31, 2009		12

Report of Independent Registered Public Accounting Firm

Agrium Pension Committee
Agrium 401(k) Retirement Savings Plan

We have audited the accompanying statement of net assets available for plan benefits of the Agrium 401(k) Retirement Savings Plan (the Plan) as of December 31, 2009 and 2008, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 2009. 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 audits.

We conducted our audits 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 audits 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 audits provide 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 401(k) Retirement Savings Plan as of December 31, 2009 and 2008, and the changes in net assets available for plan benefits for the year ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America.

Our audits were 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, 2009 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 2009 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 18, 2010

1

AGRIUM
401(k) RETIREMENT SAVINGS PLAN

Statements of Net Assets Available for Plan Benefits

As of December 31

(U.S. dollars)

	2009			2008
Assets
Investments at fair value (note 5):
Mutual funds		41,819,938			28,382,505
Collective trust		20,421,686			19,308,491
Common stock		19,838,787			12,496,559
Participant loans		2,656,318			2,453,924
Total investments		84,736,729			62,641,479
Receivables:
Participant contributions		—			160,783
Employer contributions		—			188,276
Total receivables		—			349,059
Total assets		84,736,729			62,990,538
Net assets reflecting all investments at fair value		84,736,729			62,990,538
Adjustment from fair value to contract value for fully benefit-responsive investment contracts (note 2)		(325,920	)		(393,574	)
Net assets available for plan benefits		84,410,809			62,596,964

See accompanying notes to the financial statements.

2

AGRIUM
401(k) RETIREMENT SAVINGS PLAN

Statement of Changes in Net Assets Available for Plan Benefits

Year ended December 31

(U.S. dollars)

	2009
Additions
Investment income:
Net realized and unrealized appreciation in fair value of investments		18,254,860
Interest and dividends		717,206
		18,972,066
Contributions:
Participants		4,075,222
Employer		4,966,409
Transfers		1,270,467
Rollover		15,267
		10,327,365
Total additions		29,299,431
Deductions
Distributions paid to participants		6,676,729
Affiliated plan transfers and other		808,857
Total deductions		7,485,586
Net increase		21,813,845
Net assets available for plan benefits:
Beginning of year		62,596,964
End of year		84,410,809

See accompanying notes to the financial statements.

3

AGRIUM
401(k) RETIREMENT SAVINGS PLAN

Notes to the Financial Statements

As of December 31, 2009

(U.S. dollars)

1. PLAN DESCRIPTION

The following description of the Agrium 401(k) Retirement Savings Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan’s provisions. The Plan sponsor, Agrium U.S. Inc. (the Company), is a subsidiary of Agrium Inc. (Agrium).

The Plan is a defined contribution plan established for the benefit of eligible employees of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

a)	Contributions
	Eligible participants under the Plan are automatically enrolled with a two percent contribution unless the participant chooses not to join the Plan. The Plan has an automatic step-up feature whereby participant contributions will be increased by one percent annually until the participant’s contribution rate reaches six percent, unless the participant elects otherwise. Participants can elect to contribute up to 30 percent of their annual compensation. Individual participant contributions are subject to annual Internal Revenue Code (IRC) limitations: greater than 50 years of age is $22,000; less than 50 years of age is $16,500 for 2009. Effective January 1, 2008, all eligible employees will receive a six percent basic contribution from the Company. Eligible employees will also receive additional contributions between one percent and nine percent based on their age and years of service. The Company also matches 50 percent of the first six percent of the employee’s voluntary contributions. Total contributions cannot exceed limits as defined by the IRC.
b)	Participant Eligibility and Plan Entry
	Employees of the Company are eligible to participate in the Plan if they are regular full-time employees who are not leased employees and are not represented by a collective bargaining unit of the Company’s participating subsidiaries or affiliated companies or represented by a collective bargaining unit that does not provide for employees’ participation in the Plan. Regular full-time employees are enrolled into the Plan as soon as practical after they begin working with the Company. Employees who are not otherwise ineligible employees, and who are scheduled to work at least 1,000 hours each calendar year, are also eligible to participate. Such employees are enrolled into the Plan as of the first day of the calendar quarter that coincides with or follows a 12 consecutive month period in which they are credited with at least 1,000 hours of service. The first 12 month period begins on the employee’s date of hire. The second and all succeeding 12 month periods are the calendar year.
c)	Vesting
	Participants are immediately vested in their contributions, the Company’s contributions and actual earnings thereon.

4

AGRIUM
401(k) RETIREMENT SAVINGS PLAN
Notes to the Financial Statements
As of December 31, 2009
(U.S. dollars)

d)	Distributions
	Distributions from the Plan may be made to a participant upon death, total disability, retirement, financial hardship or termination of employment. In-service withdrawals are also permitted after a participant attains age 591/2. Upon termination of employment, a participant whose vested account balance is greater than $1,000 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 70 1/2, or request a direct rollover. A participant with a vested account balance that is $1,000 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 make withdrawals, not to exceed their pretax contributions, to satisfy one of the immediate and heavy financial needs as described in the Plan document. However, participants may not defer salary for six months thereafter.
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.
	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.

5

AGRIUM
401(k) RETIREMENT SAVINGS PLAN
Notes to the Financial Statements
As of December 31, 2009
(U.S. dollars)

	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, 2009 and 2008.
f)	Administrative Expenses
	The Company paid an insignificant amount of administrative expenses on behalf of the Plan for the year ended December 31, 2009. The remaining Plan expenses, including fees, incurred in 2009 were paid directly from Plan assets.
g)	Participant Loans
	Participants may borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of 50 percent 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 except for those loans taken out for the purchase of a primary residence. 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, 2009 bear interest rates ranging from 4.25 percent to 10.00 percent.
h)	Participant Accounts
	Each participant’s account is credited with the participant’s contributions and allocations of (a) the Company’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.

6

AGRIUM
401(k) RETIREMENT SAVINGS PLAN
Notes to the Financial Statements
As of December 31, 2009
(U.S. dollars)

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)	Distributions
	Distributions are recorded when paid.
d)	Valuation of Investments
	As of December 31, 2009 and 2008, 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.
	A three level hierarchy is used to disclose assets and liabilities measured at fair value. Assets and liabilities are classified in their entirety based on the lowest level of input significant to the fair value measurement.
	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 as shown in note 5.

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 appreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

7

AGRIUM
401(k) RETIREMENT SAVINGS PLAN
Notes to the Financial Statements
As of December 31, 2009
(U.S. dollars)

	Investments in the SEI Stable Asset GIC Fund (Collective Trust) are stated at contract value, which 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. Contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan.
	The accompanying Statements of Net Assets Available for Plan 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 Plan 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, 2009, the average yield earned was 3.69 percent and the crediting interest rate to the fund was 1.40 percent. For the year ended December 31, 2008 the average yield utilized was 6.44 percent and the crediting interest rate to the fund was 3.27 percent.
e)	New Accounting Pronouncements
	Fair Value Measurement - establishes guidance for estimating fair value when the volume and level of activity for the asset or liability have significantly decreased, identifying circumstances that indicate a transaction is not orderly, permitted entities to measure fair value of certain investments based on the net asset value per share and expanded disclosures about fair value measurements. This standard was effective for reporting periods ended after June 15, 2009. The adoption of this standard did not have a material impact on the financial statements.
	Subsequent Events - establishes general accounting standards for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This standard was effective for reporting periods ending after June 15, 2009. The adoption of this standard did not have a material impact on the financial statements.
	FASB Codification - establishes the Financial Accounting Standards Board (FASB) Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied in the preparation of financial statements in conformity with United States generally accepted accounting principles. The standard is effective for reporting periods ending after September 15, 2009. The adoption of this standard did not have a material impact on the Plan’s financial statements.
	Fair Value Disclosures — expands the required disclosures about fair value measurements. This guidance requires separate disclosure of the amounts of significant transfers in and out of Level 1 and Level 2 measurements along with reasons for such transfers, fair value measurement disclosures for each class of assets and liabilities and disclosures about the valuation techniques and inputs used for Level 2 and Level 3 measurements. These disclosures are effective for reporting periods beginning after December 15, 2009. Disclosures regarding purchases, sales, issuances and settlements which are to be presented separately in the reconciliation of Level 3 measurements are effective for reporting periods beginning after December 15, 2010.

8

AGRIUM
401(k) RETIREMENT SAVINGS PLAN
Notes to the Financial Statements
As of December 31, 2009
(U.S. dollars)

3.	TAX STATUS
	The Internal Revenue Service (IRS) has determined and informed the Company by a letter dated October 29, 2002 that the Plan and related trust are designed in accordance with applicable sections of the IRC. The Plan has been amended since receiving the determination letter. The Plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Continued qualification of the Plan will depend on the operation of the Plan in compliance with IRS regulations. The Company filed for a new determination letter from the IRS on February 2, 2009 but has not received a response.
4.	PLAN TERMINATION
	Although the Company 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.
5.	INVESTMENTS

	2009		2008
Investment securities representing 5% or more of net assets available for plan benefits:
SEI Stable Asset GIC Fund		20,421,686		19,308,491
Agrium Inc. Common Stock		19,838,787		12,496,559
SEI Market Growth Strategy Fund		6,740,213		4,541,088
SEI Aggressive Strategy Fund		6,526,002		3,787,227
SEI Large Cap Growth Fund		6,402,049		4,156,291
SEI Core Fixed Income Fund		4,546,920		3,633,403

Fair value of plan assets by hierarchy level	As of December 31, 2009
	Level 1		Level 2		Level 3		Total Fair Value
Mutual funds		41,819,938		—		—		41,819,938
Collective trust		—		20,421,686		—		20,421,686
Common stock		19,838,787		—		—		19,838,787
Participant loans		—		—		2,656,318		2,656,318
		61,658,725		20,421,686		2,656,318		84,736,729

9

AGRIUM
401(k) RETIREMENT SAVINGS PLAN
Notes to the Financial Statements
As of December 31, 2009
(U.S. dollars)

Fair value of plan assets by hierarchy level	As of December 31, 2008
	Level 1		Level 2		Level 3		Total Fair Value
Mutual funds		28,382,505		—		—		28,382,505
Collective trust		—		19,308,491		—		19,308,491
Common stock		12,496,559		—		—		12,496,559
Participant loans		—		—		2,453,924		2,453,924
		40,879,064		19,308,491		2,453,924		62,641,479

Change in fair value of level 3 investments	2009
Beginning fair value		2,453,924
Purchases, sales, issuances and settlements, net		202,394
Ending fair value		2,656,318

During 2009, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows:

	2009
Mutual Funds		8,422,843
Agrium Inc. Common Stock		9,497,581
SEI Stable Asset GIC Fund		334,436
		18,254,860

6. PARTY-IN-INTEREST TRANSACTIONS

Certain of the Plan’s investments are units of funds offered by the Trustee, as well as common stock of the Company. These transactions qualify as exempt party-in-interest transactions. These investments are disclosed in the supplemental schedule of assets held for investment purposes.

Personnel and facilities of the Company have been used by the Plan for its accounting and other activities at no charge to the Plan.

7. 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.

10

AGRIUM
401(k) RETIREMENT SAVINGS PLAN
Notes to the Financial Statements
As of December 31, 2009
(U.S. dollars)

8. SUBSEQUENT EVENT

In May 2010, the Company notified SEI Trust Company that they would be terminating their services as Trustee for the Plan. The new Trustee will be T. Rowe Price Trust Company. The Pension Plan Committee has not yet determined an effective date for the transfer of the plan assets to the new Trustee.

The Plan’s management has evaluated subsequent events through June 18, 2010, the date the financial statements were available to be issued, to ensure that the financial statements include appropriate disclosure or recognition of events that occurred subsequent to December 31, 2009.

11

AGRIUM
401(k) RETIREMENT SAVINGS PLAN

Schedule H, Line 4i — Schedule of Assets (Held at End Year)

As of December 31, 2009

Employer Identification Number: 91-1589568

Plan Number: 002

(U.S. dollars)

(a)	(b) Identity of Issuer	(c) Description of Investment	(d) Current Value
*	SEI Stable Asset GIC Fund	Guaranteed Interest Contract		20,421,686
*	Agrium Inc.	Common stock		19,838,787
*	SEI Market Growth Strategy Fund	Mutual fund		6,740,213
*	SEI Aggressive Strategy Fund	Mutual fund		6,526,002
*	SEI Large Cap Growth Fund	Mutual fund		6,402,049
*	SEI Core Fixed Income Fund	Mutual fund		4,546,920
*	SEI Small Cap Value Fund	Mutual fund		3,858,226
*	SEI S&P 500 Index Fund	Mutual fund		3,108,813
*	SEI Large Cap Value Fund	Mutual fund		3,056,873
*	SEI International Portfolio Fund	Mutual fund		2,738,160
*	Participant loans	Participant loans, bearing interest at rates ranging from 4.25% to 10.00%, secured by the related participant's vested account balance		2,656,318
*	SEI Small Cap Growth Fund	Mutual fund		2,113,090
*	SEI Mid Cap Fund	Mutual fund		1,647,086
*	SEI Moderate Strategy Fund	Mutual fund		674,542
*	SEI Conservative Strategy Fund	Mutual fund		407,964
	Total investments, at fair value			84,736,729

* 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

SIGNATURE

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

Dated: June 25, 2010		AGRIUM 401(K) RETIREMENT SAVINGS PLAN
	By:	AGRIUM U.S. INC.
		/s/ Richard L. Gearheard
		Richard L. Gearheard
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit 23.1                 Consent of Eide Bailly LLP