EXHIBIT 99.1
AGRIUM INC.
ANNUAL INFORMATION FORM
Year Ended December 31, 2011
February 23, 2012
TABLE OF CONTENTS
Following is a table of contents of the Annual Information Form (“AIF”) referencing the applicable requirements of Form 51-102F2 of the Canadian Securities Administrators. Certain portions of this AIF are disclosed in Agrium Inc.’s Management’s Discussion & Analysis (“MD&A”) and Consolidated Financial Statements for the year ended December 31, 2011 and are incorporated herein by reference as noted below.
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ITEM 2 – FORWARD-LOOKING INFORMATION
Certain statements and other information included or incorporated by reference in this AIF constitute “forward-looking information” within the meaning of applicable Canadian securities legislation or “forward-looking statements” within the meaning of applicable U.S. securities legislation (collectively herein referred to as “forward-looking statements”), including the “safe harbour” provisions of provincial securities legislation and the U.S. Private Securities Litigation Reform Act of 1995, Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and Section 27A of the U.S. Securities Act of 1933, as amended. Forward-looking statements are typically identified by the words “believe”, “expect”, “anticipate”, “project”, “intend”, “estimate”, “outlook”, “focus”, “potential”, “will”, “should”, “would”, “could” and other similar expressions. Forward-looking statements in this document are intended to provide Agrium shareholders and potential investors with information regarding Agrium and its subsidiaries, including management’s assessment of future financial and operational plans and outlook for Agrium and its subsidiaries. These forward-looking statements include, but are not limited to, references to: our 2012 key corporate goals, including expansion and growth of our business and operations; estimates, forecasts and statements as to management’s expectations with respect to, among other things, business, growth, demand and financial prospects, financial multiples and accretion estimates, future trends, plans, objectives and expectations; key drivers for our business and industry trends; future capital expenditures and capital resources; future cash requirements and long-term obligations; anticipated tax rates; business strategies and plans for implementing them; future crop input sales and prices; availability of raw materials; risk mitigation activities; environmental and civil liabilities; and our future results and plans, including any expected synergies and benefits received from, and our integration plans relating to, our recent, proposed and future acquisitions and dispositions. Additional risks and uncertainties that may affect all forward-looking information included in this AIF include, but are not limited to, the following: general economic, market, business and weather conditions, including global agricultural supply/demand factors and crop price levels; global and regional supply/demand factors impacting the crop input application season and the price of crop nutrients and raw materials/feedstock; global economic and market conditions affecting availability of credit and access to capital markets; build-up of inventories in distribution channels; changes to foreign exchange rates; tightening of the labor market; and availability of labor supply; changes in government policies and legislation and regulation, or the interpretation, administration and enforcement thereof, in the jurisdictions in which we operate, regarding agriculture and crop input prices, safety, production processes, environment, greenhouse gas and others; actions by competitors and others that include changes to industry capacity, utilization rates and product pricing; performance by customers, suppliers and counterparties to financial instruments; potential for expansion plans to be delayed; and restrictions on our ability to transport or deliver production to markets, including potential changes to anti-trust laws, or interpretations thereof, that could negatively impact our international marketing operations through Canpotex Limited (“Canpotex”) the offshore marketing agency for potash produced in the Province of Saskatchewan, wholly-owned by us and the two other major potash producers in Canada; changes in margins and/or levels of supplier rebates for major crop inputs such as crop protection products, nutrients and seed, as well as crop input prices declining below cost of inventory between the time of purchase and sales; general operating risks associated with investment in foreign jurisdictions; the level and effectiveness of future capital expenditures; reliability of performance of existing capital assets; and fluctuations in foreign exchange and tax rates in the jurisdictions in which we operate; future operating rates, production costs and sustaining capital of our facilities; unexpected costs from present and discontinued mining operations and/or labor disruptions; changes to timing, construction cost and performance of other parties; and political risks associated with our interest in the Egyptian Misr Fertilizers Production Company S.A.E. (“MOPCO”), Argentine Profertil nitrogen facilities, and other facilities; changes in development plans for our potash expansion project, nitrogen de-bottlenecking and other major capital expansion projects, including the potential for capital construction costs to be higher than expected or construction progress to be delayed, due to factors such as availability of equipment and labor, the performance of other parties, risks associated with technology or inflationary pressure; environmental, health, safety and security risks typical of those found throughout the agriculture, mining and chemical manufacturing sectors and the fertilizer supply chain, including risk of injury to employees and contractors, possible environmental contamination, risks associated with the transportation, storage and use of chemicals and the security of our facilities and personnel; integration risks that might cause anticipated synergies from our recent and future acquisitions to be less than expected, including: the acquired
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business’ actual results being different than those upon which we based our expectations; and industry factors which may affect us and the acquired business in general and thereby impact the demand for our products and services; and strategic risks including our ability to effectively implement our business strategy and our risk mitigation strategies, including hedging and insurance; our ability to close pending and proposed acquisitions and dispositions as anticipated and to integrate and achieve synergies from any assets we may acquire within the time or performance expected of those assets; and the introduction of technologies in the agricultural industry that may be disruptive to our business. By its nature, forward-looking statements are subject to various risks and uncertainties, including those material risks discussed in this AIF under “Risk Factors” which could cause Agrium’s actual results and experience to differ materially from the anticipated results or expectations expressed. Additional information on these and other factors is available in the reports filed by Agrium with Canadian securities regulators and with the United States Securities and Exchange Commission. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate in the circumstances. In addition, readers are cautioned not to place undue reliance on the forward-looking statements which involve known and unknown material risks and uncertainties that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Refer to the discussion under the heading “Key Assumptions and Risks in Respect of Forward-Looking Statements” in the MD&A, which is incorporated by reference in this AIF, with respect to the material assumptions and risks associated with the forward-looking statements. All of the forward-looking statements contained in this AIF are qualified by the cautionary statements contained herein and by stated or inherent assumptions and apply only as of the date of this AIF. Except as required by law, Agrium disclaims any intention or obligation to update or revise any forward-looking statements as a result of new information or future events.
ITEM 3 – CORPORATE STRUCTURE
In this AIF, unless the context otherwise indicates, “Agrium”, the “Company”, “we”, “our”, “us” and similar expressions refer collectively to Agrium Inc., its subsidiaries, and any partnership of which Agrium and its subsidiaries are the partners, and our significant equity investments and joint ventures. References to “dollars”, “$”, and “U.S. $” are to United States dollars, references to “AUD$” are to Australian dollars and references to “CAD$” are to Canadian dollars. 2011 and 2010 financial information presented and discussed in this AIF is prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All financial information prior to 2010 is prepared in accordance with previous Canadian Generally Accepted Accounting Principles in place prior to the adoption of IFRS (“CGAAP”). As such, direct comparison may not be appropriate. Unless otherwise specifically herein provided, the information contained in this AIF is stated effective as at December 31, 2011.
3.1 NAME, ADDRESS AND INCORPORATION
Agrium Inc. was incorporated by Articles of Incorporation under the Canada Business Corporations Act on December 21, 1992. The Company’s head office, principal place of business, and registered office are located at 13131 Lake Fraser Drive S.E., Calgary, Alberta, T2J 7E8.
3.2 INTERCORPORATE RELATIONSHIPS
(as at December 31, 2011)
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| Principal Subsidiaries & Associated Companies | | Jurisdiction of Incorporation or Organization | | Ownership | |
AGRIUM, a general partnership | | Alberta | | | 100 | % |
Agrium U.S. Inc. | | Colorado | | | 100 | % |
Crop Production Services, Inc. | | Delaware | | | 100 | % |
Landmark Rural Holdings Limited | | Western Australia | | | 100 | % |
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Agrium conducts business activities through three strategic Business Units:
| • | | Retail Business Unit, with sales of $10.3-billion in 2011, operates in North and South America and Australia, providing crop inputs and services directly to farmers. On December 3, 2010, we completed the acquisition of AWB and commenced carrying on business in Australia. This acquisition significantly increased the number of Retail’s locations. |
| • | | Wholesale Business Unit, with sales of $5.6-billion in 2011, operates in North and South America and produces, markets and distributes all major crop nutrients for agricultural and industrial customers both domestically and around the world. |
| • | | Advanced Technologies Business Unit (“AAT”), with sales of $510-million in 2011, produces and markets technologically advanced fertilizers and micronutrients for sale to the broad-based agriculture, specialty agriculture, professional turf and ornamental markets worldwide. |
ITEM 4 – GENERAL DEVELOPMENT OF THE BUSINESS
4.1 THREE YEAR HISTORY
2009
Retail sales and gross profit in 2009 of $6.2-billion and $1.2-billion, respectively, reflect a full year of results from the acquisition of UAP Holding Corp. (“UAP”) completed in May 2008. Lower crop commodity prices in 2009 and general uncertainty in the U.S. economy resulted in decreased crop input applications and overall demand. Additionally, high volatility in prices during 2009 contributed to lower realized margins for crop nutrients.
Wholesale’s sales and gross profit in 2009 of $3.0-billion and $642-million, respectively, were significantly lower than the levels achieved in 2008. Weaker market fundamentals, a late spring season and a delayed fall harvest had a significant impact on 2009 results. Solid operational performance and a significant reduction in input costs for our nitrogen and phosphate businesses were more than offset by a significant decrease in realized selling prices for our nitrogen and phosphate products. Uncertainty over potash pricing resulted in cautious buying patterns from retailers and distributors across North America and globally. As a result, potash sales volumes were less than half of the volumes realized in 2008. In addition, our potash cost of product sold was negatively impacted by significantly lower operating rates at our Vanscoy potash facility resulting in fixed costs being applied over a lower number of sales tonnes. Our purchase for resale sales volumes increased by 50 percent compared to 2008 due primarily to the inclusion of full year operating results in our European distribution business, however, operating results were negatively impacted due to dropping commodity prices.
AAT’s sales and gross profit in 2009 of $304-million and $54-million, respectively, were lower than the comparative period in 2008. A weaker U.S. economy resulting in fewer U.S. housing starts and reduced product purchases by golf courses in 2009 affected Advanced Technologies turf and ornamental results. Although ESN® (Environmentally Smart Nitrogen (“ESN”)) sales were up in relation to 2008, sales and related margins were impacted by lower average realized prices for ESN and other controlled-release products due primarily to the overall decline in the price of urea. Additionally, the decrease in sales was partially offset by the transfer of Retail’s Professional Products East business and its 32 retail locations to AAT in August 2009.
Acquisitions & Investments
In November 2009, Retail further expanded its operations in Texas and New Mexico with the acquisition of 24 retail outlets from Agriliance LLC. Additionally in 2009, Retail expanded their presence in Western Canada by acquiring 23 farm centers in Alberta and Saskatchewan. Retail continued to diversify its location base by expanding into new and existing geographies.
Incremental Expansion
Through a share exchange with MOPCO completed on January 26, 2009, we no longer control our Egyptian operations and we account for our investment in MOPCO in the Wholesale business unit using the equity method. Equity earnings from our MOPCO Egyptian investment were $20-million in 2009.
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2010
During 2010, Retail expanded operations outside its primary United States presence with the acquisitions of farm centers in Canada and Argentina. Additionally, as of December 3, 2010, the acquisition of AWB, and specifically its branded Landmark Rural Services division, expanded Retail’s presence outside of the Americas. Retail sales and gross profit in 2010 reached new levels of $7.0-billion and $1.6-billion, respectively, primarily as a result of higher crop nutrient sales volumes and margins, as well as continued expansion. Higher commodity prices in 2010, especially in the latter half of the year, as well as an early harvest and favorable weather conditions in most areas drove higher crop nutrient volumes. Also, crop nutrient application rates increased to a more normal level in 2010 as growers compensated for lower than optimal application rates in the fall of 2009 and 2008. Fertilizer margins in 2010 also returned to a more normal level in comparison to the volatility experienced in fertilizer pricing in 2009 and 2008.
Wholesale’s sales and gross profits in 2010 were $4.0-billion and $1.0-billion, respectively. The improvement in earnings in 2010 was due to strong market conditions as evidenced by the strengthening of crop prices, an increase in the demand for nutrients, particularly for potash, and overall higher nutrient prices in the second half of the year. A significant driver of Agrium’s overall increase in gross profit in 2010 was the increase in potash sales volumes. Retailers and distributors of potash returned to the market in 2010 due to stabilized potash pricing, resulting in a significant increase in sales volumes when compared to 2009. Demand for nitrogen products was strong throughout 2010, particularly the second half of 2010. As a result, nitrogen pricing rose significantly in the second half of the year. Favorable nitrogen pricing was offset by increased cost of product sold due to higher gas input costs and incremental costs related to extended production outages at Profertil. These outages were due to government imposed gas interruptions and a planned turnaround in the second half of the year. As a result of strong market demand, phosphate pricing was also strong in the latter half of 2010. Our purchase for resale business gross profit increased in 2010 as compared to 2009 due to strengthening sales prices, particularly in the second half of the year and favorable timing of inventory purchases resulting in a lower cost of product sold.
AAT’s sales and gross profit of $397-million and $85-million, respectively, were higher than the comparative period in 2009. The increase was primarily due to the full-year inclusion of the professional turf and ornamental distribution operations that were transferred from Agrium’s Retail business unit to AAT in August 2009. This transfer included Retail’s Professional Products East business and its 32 retail locations, providing a direct retail channel in the turf and ornamental market for AAT. Results in the non-agricultural segment continued to be impacted by the low housing starts and depressed economic conditions in the United States which impacted sales to golf courses as well as home and garden markets. AAT’s sales and gross profit were also positively impacted by an increase in ESN sales volumes in 2010, which increased 37 percent from 2009 levels.
Acquisitions & Investments
During 2010, Retail expanded its operations in both North and South America, by acquiring 19 retail locations in Kentucky, Indiana and Tennessee from Miles Farm Supply, LLC and 24 farm centers and a formulation facility in Argentina from Du Pont Argentina S.R.L. Additionally, Retail acquired 9 locations from Parkland Agri Services Corp. and an additional 21 locations from Mid-Sask Ag Services Ltd. in Alberta and Saskatchewan, Canada. In 2010, Retail also completed a number of smaller acquisitions to expand its footprint in existing market areas by adding 19 farm centers in the United States and Canada.
In February 2010, Agrium completed the construction of the new facility for production of polymer-coated nitrogen product, ESN, at New Madrid, Missouri. This coating facility has an annual production capacity of 109,000 tonnes, and has been designed such that capacity could be doubled in the future. The incremental capacity is expected to bring Agrium’s total ESN production capacity to 328,000 tonnes at two separate locations.
On July 1, 2010, Agrium acquired the remaining 30 percent interest in Common Market Fertilizers S.A. for cash consideration of $11-million and subsequently renamed it Agrium Europe S.A. (“Agrium Europe”). Agrium now owns 100 percent of Agrium Europe.
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On December 3, 2010, Agrium completed the acquisition of all the outstanding shares of AWB, an agribusiness operating in Australia, for total cash consideration of approximately AUD$1.2-billion. Following this acquisition, AWB became a wholly-owned subsidiary of Agrium.
In November 2010, we filed an amendment to our base shelf prospectus (the “2009 Base Shelf Prospectus”) initially filed with the Canadian securities regulatory authorities in each of the provinces of Canada and a related Shelf Registration Statement with the Securities and Exchange Commission in November 2009, to increase the amount of securities that may be issued under the 2009 Base Shelf Prospectus in Canada and the United States, from $1.0-billion to $2.0-billion. We issued $500-million in debt securities pursuant to the 2009 Base Shelf Prospectus in December 2010.
Incremental Expansion
Retail has now expanded into Australia with the addition of the Landmark business from the AWB acquisition.
Agrium continued to move forward with the brownfield expansion project (the “Vanscoy Project”) of its potash mine located in Vanscoy, Saskatchewan, which is expected to expand Agrium’s production capacity by an additional one million tonnes per year.
The Egyptian Nitrogen Products Company S.A.E. (“ENPC”), a wholly-owned subsidiary of MOPCO in which Agrium holds a 26 percent interest, commenced the Egyptian-based expansion project (the “Egypt Project”) to add two new trains to the existing single train at the Egyptian nitrogen facility.
2011
Strong demand for crop input products and services across our global Retail operations contributed to record sales and gross profit in 2011 of $10.3-billion and $2.3-billion, respectively. Retail earnings before finance costs and income taxes (“EBIT”) also reached a record $600-million in 2011, up 47 percent from $409-million in 2010. Increases in volume and average sales prices of crop nutrients were drivers of the record levels, as growers focused on maximizing yields and acreage to take advantage of high grain prices and attractive margins. These strong industry fundamentals also contributed to increases in crop protection, seed, services and other. With the inclusion of a full year of Landmark’s Australian business in 2011, international sales and gross profit in 2011 grew to 26 percent and 22 percent, respectively, up from 6 percent of both sales and gross profit in 2010. Continued expansion in North America also contributed to the growth in 2011, with one plant and 11 locations added in the United States and 21 locations added in Canada through acquisitions during 2011.
Sales and gross profit from Wholesale operations reached a record of $5.6-billion and $2.0-billion, respectively. Wholesale EBIT was also a record at $1.8-billion, compared to $889-million in 2010. The results achieved in 2011 were attributable to robust demand for crop inputs due to strong prices for agricultural commodities, which resulted in higher realized crop nutrient sales prices and margins across all three major crop nutrients. Increases in Wholesale’s sales in 2011 are mainly driven by the increase in nitrogen prices as a result of the favorable supply/demand dynamics throughout the year causing nitrogen prices to rise significantly from 2010. Our international potash sales volumes increased from 2010 as a result of strong international demand and settlement of key contracts by Canpotex in July 2011. The increase in potash sales volumes was offset by lower domestic sales due to supply constraints from a planned, extended plant turnaround. As a result of robust market conditions, phosphate sales volumes and pricing were also strong in 2011. In addition, operational efficiencies also contributed to the overall increase in phosphate gross profits. Purchase for resale business gross profit increased from 2010 mainly due to inclusion of results from entities acquired in Europe in 2011.
In 2011, AAT sales grew to $510-million and gross profit grew to $115-million, both higher than in 2010. The increase was attributable to higher realized sales prices and margins for ESN, as well as contributions to gross profit from recent acquisitions. The acquisition of International Mineral Technologies (“Tetra Micronutrients”) provided increased micronutrients capacity, as well as an expansion of that product line, while the acquisition of Evergro Canada (“Evergro”) increased AAT’s presence in the Western Canada turf and ornamental markets. The improved sales and gross profit in 2011 were partially offset by higher selling and general administrative costs as compared to 2010, primarily related to the acquisitions and continued efforts to support the expansion of AAT’s retail sales footprint and presence in the turf and ornamental markets in the United States.
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On May 11, 2011, Agrium completed the sale of the majority of the Commodity Management businesses acquired from AWB in accordance with an agreement dated December 15, 2010. Cash received from the sale was $694-million. We retained the Landmark retail operations, including over 200 company-owned locations and relationships with over 140 other points of sale to customers in Australia. The primary purpose of the acquisition was to expand the Retail business unit and provide access to the growing Southeast Asia market. The acquired business is included in the Retail operating segment.
Acquisitions & Investments
During 2011, Retail completed 17 acquisitions, including one plant and 32 additional locations. Of these locations, 21 are in Canada, primarily in Alberta and Saskatchewan, and the remaining additions are in the United States.
On May 2, 2011, Wholesale acquired 100 percent of Cerealtoscana S.p.A. (“CT”), and its subsidiary Agroport, for total consideration of $27-million plus working capital. CT is a fertilizer distribution company in Italy and Agroport is its subsidiary in Romania. These entities have been subsequently renamed as Agrium Italia S.p.A and Agrium-Agroport Romania S.A., respectively, and the acquired business is included in the Wholesale operating segment.
On July 4, 2011, AAT acquired certain assets and liabilities of Evergro for total consideration of $52-million. Evergro is a manufacturer and distributor of horticulture and professional turf products in Western Canada and operates 7 distribution facilities throughout British Columbia and Alberta. Evergro will operate as part of AAT’s Direct Solutions retail distribution business.
On July 7, 2011, AAT (together with the Retail business unit) acquired certain assets and liabilities of Tetra Micronutrients for total consideration of $44-million. Tetra Micronutrients is located in Nebraska and specializes in the production, marketing, and distribution of custom liquid plant nutrition and dry micronutrient products. AAT will operate the dry micronutrients business, which provides additional capacity and an extension of AAT’s micronutrients product line from AAT’s existing Reese, Michigan facility.
The 25-month period in which we could issue securities under the 2009 Base Shelf Prospectus expired in December 2011.
Incremental Expansion
On December 14, 2011, Agrium’s Board of Directors approved the Vanscoy Project, which is expected to result in an additional one million tonnes of annual potash production capacity bringing total annual production capacity to nearly 3.0 million tonnes per year. Prepatory construction activities have already begun, with major construction starting in April 2012. The main portion of the Vanscoy Project is expected to be completed in the second half of 2014.
ENPC continued to move forward with the Egyptian Project through most of 2011. Civil unrest within the country resulted in the suspension of construction of the expansion and operations in the fourth quarter of 2011. The Egyptian Project is expected to triple the facility’s current production capacity, increasing total annual production at the site to 1.95-million tonnes of urea and 150,000 net tonnes of merchant ammonia.
In December 2011, AAT received the approval of Agrium’s Board of Directors for construction of a second ESN line at the New Madrid, Missouri coating facility. Construction is slated to begin in the first quarter of 2012, with a tentative start-up date of mid-third quarter of 2012. This second line is anticipated to add an incremental 150,000 short tons (136,000 metric tonnes) of annual capacity to the New Madrid facility.
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ITEM 5 – DESCRIPTION OF THE BUSINESS
5.1 BUSINESS OF AGRIUM
Agrium is a retailer of agricultural products and services in the United States, Canada, Argentina, Chile, Uruguay and Australia and a global producer and wholesale marketer of nutrients for agricultural and industrial markets. For the fiscal year ended December 31, 2011, Agrium reported its business through three business units and a fourth non-operating business unit for Corporate and inter-company eliminations. The three operating business units are Retail, Wholesale and Advanced Technologies.
i) Products, Services and Markets
For additional information regarding the products, services and markets of Agrium’s business, see the discussion under the headings “Our Retail Business Unit” on pages 12 to 17; “Our Wholesale Business Unit” on pages 18 to 29; and “Our Advanced Technologies Business Unit” on pages 30 to 34 of Agrium’s 2011 MD&A, which is incorporated herein by reference and available on the Company’s website atwww.agrium.com, on the Canadian Securities Administrators’ website atwww.sedar.com and in the Company’s annual report on Form 40-F filed on the EDGAR section of the United States Securities and Exchange Commission’s website atwww.sec.gov.
Retail
Agrium’s Retail business unit markets crop nutrients, protection products, seed, application and other agronomic services and livestock–related products and services through 1,177 retail locations in the United States, Canada, Australia (including franchise outlets), Argentina, Chile and Uruguay. The Retail business unit’s market is primarily retail sales directly to farm customers, but also includes significant wholesale activity of crop protection products to other retail operations.
Crop nutrients accounted for approximately 44 percent of Retail’s total sales in 2011. Crop nutrients are generally mixed in a custom blend to suit the particular nutrient requirements for each grower’s field based on soil fertility tests or plant tissue sampling. Agrium offers custom crop nutrient application services and employs a large fleet of application and nurse equipment to custom-apply these nutrients at the prescribed rates. Many of the Company’s crop nutrient application rigs are also capable of precision application using global positioning system (“GPS”) technology, which allows nutrient application rates to be adjusted when required based on GPS grid soil sample test results.
Agrium’s retail crop protection business was approximately 33 percent of Retail’s total sales in 2011. Glyphosate represented approximately 9 percent of Agrium’s Retail crop protection sales in 2011 and is increasingly combined with other crop protection products, such as fungicides, to maximize effectiveness. Similar to crop nutrient application, Agrium employs a large fleet of crop protection application equipment. By its nature, Retail’s crop protection business operates within a framework of government regulation and oversight. Agrium sells private label crop protection products through Loveland Products, Inc. (“Loveland”) in North and South America.
Due to the growth of yields and the associated rise and price of genetically modified seed in North America, Agrium’s Retail business unit has significantly grown its seed business with an average annual sales growth rate of 38 percent over the last three years. In addition to Dyna-Gro seed, Retail markets branded seed from large global seed companies with proven genetics tailored to regional growing conditions.
As a result of the acquisition of the Landmark business in Australia, in addition to crop nutrient, crop protection and seed, Retail also now offers a wide variety of livestock-related merchandise, including fencing, animal identification merchandise and various animal health products and services in Australia. Some of Landmark’s subsidiaries are also involved in the export of cattle and wool.
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Agrium’s Retail business unit offers several agronomic services in addition to the custom application services and soil and petiole testing previously mentioned. The Company owns and operates a laboratory in California where soil and petiole tests are performed. In the Western United States, the Company uses a system of weather tracking stations to monitor crop disease conditions and irrigation requirements in high-value crops. Retail has a large group of qualified crop advisors throughout the organization who continually monitor customers’ crops to maximize yields with cost-efficient fertility and pest control recommendations. In Australia, Retail offers various other services including wool sales and marketing, livestock auction services, insurance and real estate agency.
Wholesale
Agrium’s Wholesale business unit manufactures, purchases and markets a full range of nutrients including nitrogen-based, potash and phosphate-based crop nutrient products.
Wholesale owns and operates five major North American nitrogen facilities, four located in Alberta, Canada and one in Borger, Texas, United States. The majority of the nitrogen produced in Alberta is sold in Western Canada and the North Western and Northern Plains regions of the United States. Nitrogen products from Borger are sold in the Texas Panhandle area and ammonia is sold by pipeline to the Western Cornbelt. Wholesale has a 50 percent joint venture ownership in a nitrogen facility located in Bahia Blanca, Argentina (Profertil). Product from Profertil is sold within Argentina and to other South American destinations. The Company also owns and operates a number of facilities that upgrade ammonia and urea to other products such as urea ammonium nitrate (“UAN”) solutions and nitric acid. Total annual capacity of these nitrogen plants is more than five million product tonnes (includes our share of Profertil’s production). In addition, Agrium holds a 26 percent interest in a urea facility located in Egypt, which it acquired in early 2009 (see discussion on page 6 of this AIF).
Wholesale owns and operates a potash mine and production facility at Vanscoy, Saskatchewan, Canada. Current nameplate capacity of this plant is just over two million product tonnes, and is expected to increase to approximately 3.0 million product tonnes upon completion of the Vanscoy Project. The new capacity is expected to come on line in 2014 and ramp up to full capacity by 2017. Approximately 52 percent of Vanscoy’s potash production is sold internationally.
The Company’s Redwater, Alberta facility produces sulphur and phosphate-based fertilizers. Phosphate rock is supplied by Agrium’s phosphate rock mine located at Kapuskasing, Ontario, Canada. A second phosphate-based fertilizer production facility is located at Conda, Idaho, United States. Our Rasmussen ridge rock mine in Caribou County, Idaho, United States supplies our Conda facility, having moved from our Dry Valley rock mine in 2011. Total capacity of these plants is approximately 1.2 million product tonnes. Products produced at these plants are primarily marketed within North America.
In September 2011, Agrium signed an agreement with OCP S.A. (“OCP”) of Morocco for the long-term supply of phosphate rock to our Canadian Redwater phosphate facility. The contract will begin in the second half of 2013 and extend to 2020. This new supply of phosphate rock from OCP will replace the phosphate rock currently supplied from Kapuskasing, Ontario due to closure of the mine in 2013.
In addition to the above production plants, Wholesale operates several fertilizer granulation and blending plants in the United States.
Advanced Technologies
Agrium’s AAT business unit is a producer of enhanced efficiency fertilizers, including controlled-release crop nutrient technologies and professional products. AAT utilizes urea produced at the Company’s Wholesale Carseland facility in their production of ESN and Duration®.
Crop nutrient technologies include the manufacturing and marketing of controlled-release crop nutrients and micronutrients that are sold to the crop nutrient industry worldwide. AAT has numerous arrangements with distributors in North America. Controlled-release and micronutrient technology products are produced in six production facilities located in the United States at Sylacauga, Alabama; Reese, Michigan; Fairbury,
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Nebraska and New Madrid, Missouri; and in Canada at Courtright, Ontario and Carseland, Alberta. AAT completed construction of a new controlled-release nutrient production facility at New Madrid, Missouri in 2010 and acquired, through its acquisition of Tetra Micronutrients, a micronutrients production facility at Fairbury, Nebraska in 2011.
The acquisition of Tetra Micronutrients, a specialty producer, marketer and distributor of custom liquid plant nutrition and dry micronutrients represents a strong addition to Agrium’s AAT and Retail businesses. AAT will operate and market product from Tetra Micronutrient’s dry granular facility, while Loveland will assume operation of its liquid facility and market production directly to Agrium Retail’s customers.
Professional products include the sale of controlled-release nutrients and pest control products, primarily in North America, to the professional turf market (golf courses and lawn care companies), horticultural market (greenhouse, nursery, specialty agriculture), and the structural pest control industry (residential and commercial structures). Professional products are marketed through a network of distributors through a direct to market approach. Professional products are purchased from suppliers or produced in four production facilities located in the United States at Sylacauga, Alabama; and in Canada at Brighton, Ontario, Putnam, Ontario, and Courtright, Ontario.
AAT launched Direct Solutions, a new direct-to-market sales division in September 2010 as a result of the transfer of the professional turf and ornamental business from Retail. The Direct Solutions division has over 100 industry professional field representatives across North America and is intended as a one-stop supplier of products directly to the turf and ornamental markets (e.g., golf, lawn and landscape, turf, nursery and greenhouse markets). The Direct Solutions business was augmented in 2011 by the acquisition of Evergro, which provides professional turf and ornamental solutions and products to the Western Canada market.
ii) Transportation, Storage and Distribution
Wholesale has an extensive storage and wholesale distribution network serving Western Canada and the Pacific Northwest, California, Midwest Corn Belt, Great Plains, and Southeast regions of the United States. In addition, Wholesale has an international distribution capability via its 100 percent interest in Agrium Europe. In total, our global distribution and storage capacity amounts to over 2.7 million tonnes.
A significant portion of delivered costs of crop nutrient products to certain customers is attributable to transportation. Agrium has entered into various rail, pipeline and other transportation agreements to provide reliable and competitive transportation services. Agrium leases over 4,000 railcars including both tank and hopper cars to transport fertilizer products. This fleet is supplemented by railroad-supplied cars as needed to meet peak-season transportation requirements. Agrium owns atmospheric and pressurized anhydrous ammonia storage, dry product and liquid product facilities at locations in Western Canada, and throughout the United States. Wholesale has a network of over 100 distribution warehouses. In Europe, Agrium Europe owns and leases over 390,000 tonnes of dry and liquid storage at both port and inland sites, including 90,000 tonnes of incremental storage capacity provided through the acquisition of CT and its subsidiary, Agroport. These locations, when combined with storage capability at the production facilities and leased warehousing, provide a network of field and production site storage capacity sufficient to meet customer requirements.
iii) Selected Financial Information
Sales classified by business unit and by product category for the Company’s three most recently completed financial years are provided in Note 29 to Agrium’s 2011 Consolidated Financial Statements, which are incorporated herein by reference and available on the Company’s website atwww.agrium.com, under the Company’s SEDAR profile atwww.sedar.com, and in the Company’s annual report on Form 40-F filed on EDGAR atwww.sec.gov.
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b) PRODUCTION METHODS
Production methods for Agrium’s manufactured products are set out below.
Nitrogen-based fertilizers
Ammonia:
Ammonia is produced by taking nitrogen from the air and reacting it with a hydrogen source, usually natural gas reformed with steam, to produce ammonia.
Urea and UAN:
Ammonia is the feedstock for the production of upgraded nitrogen products, including urea and UAN. Urea is produced by combining ammonia with carbon dioxide and forming liquid urea, which can be further processed into a solid, granular form. UAN is a liquid fertilizer and is produced by combining liquid urea, liquid ammonium nitrate and water.
Potash
The Company produces potash using conventional mining methods from one kilometer deep ore bodies. The mined ore is a mixture of potash, salt and clay. Removing the clay and salt through a milling process produces saleable potash.
Phosphate
The principal raw materials used in the production of phosphate fertilizers are phosphate ore, ammonia and sulphur (or sulphuric acid). The Company extracts phosphate ore using surface mining techniques. The ore is mixed with recycled water to form slurry and then screened to remove coarse materials, washed to remove clay and floated to remove sand to produce phosphate rock. The phosphate rock is then reacted with sulphuric acid to produce phosphoric acid. The majority of the sulphuric acid used is produced from burning sulphur and reacting it with water. The phosphoric acid is then reacted with ammonia to form a granular product or concentrated to form liquid product.
Sulphate
Ammonium sulphate is produced by reacting ammonia and sulphuric acid and then granulated to form a solid granular product.
Fertilizer Technologies and Professional Products
AAT uses three production methods: (a) coating methods, where various fertilizer substrates are encapsulated to provide a desired release profile; (b) reacted slow release production, where urea is combined with other nitrogen elements to produce a slow release profile; and (c) the packaging and blending of fertilizers.
c) SPECIALIZED SKILL AND KNOWLEDGE
AAT’s specialized coating processes and reacted production require extensive research and development and precise engineering to consistently produce high quality product. In order to maintain competitive advantage in the controlled-release market, AAT must also consistently innovate and test its products in the field, which requires thorough agronomic research as well.
d) COMPETITIVE POSITION
The market for Agrium’s nutrients and crop production inputs is highly competitive. The Company’s competitors include other large integrated fertilizer producers, cooperatives, divisions of agribusiness companies, regional distributors and independent dealers.
Agrium Wholesale owns 13 production facilities across the nitrogen, potash and phosphate spectrum; 3 mines; and an extensive distribution and storage network throughout North America. Agrium Retail operates 908 retail
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centers, 37 terminals, 6 plants and 17 distribution centers in North and South America. Agrium is a major distributor of crop nutrients, crop protection products and seed in a highly competitive industry, particularly with respect to price and service. The principal competitors in the distribution of crop production inputs include agricultural co-operatives, national fertilizer producers and distributors, and independent distributors and brokers.
Nitrogen-based fertilizer is a global commodity, and customers, including end-users, dealers and other fertilizer producers and distributors, base their purchasing decisions principally on the delivered price and availability of the product. The relative cost of, and availability of transportation for, raw materials and finished products to manufacturing facilities are also important competitive factors. The Company competes with a number of producers in North America and other countries, including state-owned and government-subsidized entities.
Competition in the phosphate and potash fertilizers market is based largely on price, reliability and deliverability. The relative cost and availability of phosphate and potash ore, and the efficiency of production facilities, are also important competitive factors. Domestic competition for phosphate and potash comes mainly from a small number of large producers. In addition, the production and trade of phosphate and potash have become increasingly global and a number of foreign competitors produce phosphate and potash primarily for the export market.
AAT develops, markets and distributes controlled-release nutrients, plant protection and pest control products serving the agriculture, specialty agriculture, turf, horticulture and consumer lawn and garden markets. Competitors in the professional turf industry are numerous whereas competition in the pest control industry is more concentrated.
e) SOURCES OF RAW MATERIALS
A discussion of the Company’s sources of primary raw materials used in the manufacture of nitrogen-based fertilizers, potash and phosphate-based fertilizers is under the headings “Nitrogen [N] Products”, “Potash [K] Products”, “Phosphate [P] products”, and “Other Wholesale Products”, on pages 22 to 24, 24 to 25, 26 to 27, and 27 to 28, respectively, of Agrium’s 2011 MD&A, which is incorporated herein by reference and available on the Company’s website atwww.agrium.com, under the Company’s SEDAR profile atwww.sedar.com, and in the Company’s annual report on Form 40-F filed on EDGAR atwww.sec.gov.
f) INTANGIBLE PROPERTIES
Agrium has registered and pending trademarks in Canada, the United States and other countries where its products are sold. The following table summarizes its main trademarks:
| | |
| Trademark | | Countries |
A® DESIGN | | Argentina, Canada, United States |
ACCOMPLISH® | | Argentina, Canada, United States |
AGRITE® | | Australia |
AGRIUM® | | Argentina, Australia, Belize, Bolivia, Brazil, Bulgaria, Canada, Chile, China P.R., Columbia, Costa Rica, Czech, El Salvador, Estonia, France, Great Britain, Greece, Guatemala, Honduras, Hungary, India, Indonesia, Italy, Ireland, Kenya, Latvia, Lithuania, Malaysia, Mexico, New Zealand, Nigeria, Panama, Philippines, Peru, Portugal, Singapore, Slovak, Slovenia, Romania, Thailand, Turkey, United States, Venezuela, Vietnam |
AGRIUM™ | | Nicaragua, Pakistan |
AGRIUM® and DESIGN | | Argentina, Australia, Belize, Bolivia, Brazil, Bulgaria, Canada, Chile, China P.R., Columbia, Costa Rica, Czech, El Salvador, Estonia, France, Great Britain, Greece, Guatemala, Honduras, Hungary, Indonesia, Ireland, Italy, Kenya, Latvia, Lithuania, Malaysia, Mexico, New Zealand, Panama, Philippines, Peru, Portugal, Singapore, Slovak, Slovenia, Romania, Thailand, Turkey, United States, Venezuela, Vietnam |
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| | |
| Trademark | | Countries |
| AGRIUM™ and DESIGN | | India, Nicaragua, Nigeria, Pakistan |
| AGRIUM ADVANCED TECHNOLOGIES® | | Argentina, Australia, Benelux, Canada, Costa Rica, Chile, China P.R., France, Germany, Great Britain, Ireland, Italy, Japan, Korea, Malaysia, Mexico, New Zealand, Singapore, Taiwan, Thailand, United States |
| AGRIUM ADVANCED TECHNOLOGIES™ | | Brazil, South Africa |
| AGRIUM ADVANCED TECHNOLOGIES® and DESIGN | | Argentina, Australia, Benelux, Canada, Costa Rica, Chile, China P.R., France, Germany, Great Britain, Ireland, Italy, Japan, Korea, Malaysia, Mexico, New Zealand, Singapore, Taiwan, Thailand, United States |
| AGRIUM ADVANCED TECHNOLOGIES™ and DESIGN | | Brazil, South Africa |
| AGRIUM WHERE THE FUTURE IS GROWING and DESIGN™ | | Canada, United States, Australia, New Zealand |
| AMP™ | | Canada, United States |
| AMP and DESIGN® | | Japan |
| AMP and DESIGN™ | | Canada, Hong Kong, Indonesia, Korea, Malaysia, Philippines, Taiwan, Vietnam, United States |
| BLACK LABEL® | | Canada, United States |
| BOLL BUSTER® | | United States |
| CHOICE® | | Argentina, Bolivia, Brazil, Chile, Costa Rica, Ecuador, Guatemala, Honduras, Nicaragua, Peru, Paraguay, El Salvador, United States |
| CHOICE WEATHER MASTER® | | Canada |
| CHOICE WEATHER MASTER™ | | Australia |
| CROP PRODUCTION SERVICES AND DESIGN® | | Canada, United States |
| DALGETY® | | Australia |
| DALGETY™ | | Australia, India |
| DALGETY WOOL EXPORTS™ | | Australia, India |
| DIRECT SOLUTIONS™ | | Canada, United States |
| DURATION CR® | | Canada, China P.R., European Community (CTM), Italy, Korea, Japan, Malaysia, Philippines, United States |
| DURATION CR™ | | Belize, Brazil, Hong Kong, India, Indonesia, Israel, South Africa, Taiwan, Vietnam |
| DURATION CR® and DESIGN | | Argentina, Australia, Benelux, Canada, Chile, China P.R., European Community (CTM), Germany, Great Britain, Japan, Malaysia, Mexico, New Zealand, South Korea, Taiwan, Thailand, United States |
| DURATION CR™ and DESIGN | | Belize, Brazil, Hong Kong, India, Indonesia, Israel, South Africa, Vietnam |
| DURATION® | | Argentina, Australia, Benelux, Canada, Chile, China P.R., European Community (CTM), Germany, Japan, Malaysia, New Zealand, South Korea, Taiwan, Thailand, United States |
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| | |
| Trademark | | Countries |
| DURATION™ | | Belize, Brazil, Hong Kong, India, Indonesia, Israel, Mexico, South Africa, Vietnam |
DYNA-GRO® | | United States |
DYNA-GRO™ | | Australia |
DYNA-GRO SEED (Device)™ | | Australia |
ESN and DESIGN® | | Argentina, Australia, Canada, Chile, China P.R., European Community (CTM), Croatia, Iceland, Japan, Liechtenstein, Macedonia, Malaysia, Mexico, Monaco, New Zealand, Norway, Philippines, South Korea, Switzerland, Turkey, United States |
ESN and DESIGN™ | | Brazil, India, Indonesia, Israel, San Marino, South Africa, Vietnam |
ESN® | | Australia, Canada, Chile, China P.R., European Community (CTM), Croatia, Iceland, Japan, Liechtenstein, Macedonia, Malaysia, Mexico, Monaco, New Zealand, Norway, Philippines, Switzerland, South Korea, Turkey, United States |
ESN™ | | Brazil, India, Indonesia, Israel, San Marino, South Africa, Vietnam |
FERTIMAX® | | Australia |
FERTIMAX (Device)® | | Australia |
GENFARM® | | Australia |
GROWING TOGETHER™ | | Canada |
GROWING TOGETHER® | | United States |
GROWING TOGETHER and DESIGN® | | Australia, United States |
GROWING TOGETHER and DESIGN™ | | Canada, European Community (CTM) |
HERBIMAX® | | United States |
HELIOS® | | United States |
INTENSITY ONE™ | | United States |
LANDMARK® | | Australia |
LECH-TECH® | | Australia, Canada, Mexico, Peru, United States |
LECH-TECH™ | | Argentina, Brazil, Chile, New Zealand, Uruguay |
LI 700® | | United States, Australia, Bolivia, Brazil, Columbia, Canada, Chile, Ecuador, El Salvador, European Community (CTM), France, Guatemala, Honduras, Ireland, Israel, Mexico, New Zealand, Nicaragua, Norway, Panama, Paraguay, Peru, Poland, South Africa, Spain, Switzerland, Taiwan, Uruguay |
LIBERATE® | | Argentina, Australia, Bolivia, Brazil, Canada, Chile, Costa Rica, El Salvador, European Community (CTM), Guatemala, Mexico, Nicaragua, Panama, Peru, Poland, Paraguay, South Africa |
| LOVELAND PRODUCTS and DESIGN® | | United States |
| LOVELAND PRODUCTS and DESIGN™ | | Australia, Canada |
MAKAZE® | | United States |
MAKAZE™ | | Australia, Canada |
N-PACT™ | | Australia |
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| | |
| Trademark | | Countries |
N-PACT® | | Canada, United States |
N-PHURIC® | | United States |
NITROFORM® | | Australia, Benelux, Canada, Denmark, European Community (CTM), Finland, France, Greece, Ireland, Japan, Malaysia, New Zealand, Norway, South Africa, South Korea, Sweden, Switzerland, Thailand, United States |
NITROFORM™ | | Hong Kong, Indonesia, Italy, Philippines, Taiwan, Vietnam |
NU-GRO® | | Benelux, Canada, China P.R., Denmark, Finland, France, Great Britain, Hong Kong, Japan, Philippines, Portugal, Switzerland |
NU-GRO™ | | Australia, Chile, Indonesia, Ireland, Italy, Malaysia, Norway, South Korea, Sweden, Taiwan, Vietnam |
NU-SPEC® | | Canada, Chile, European Community (CTM), Hong Kong, Japan, South Korea, United States |
NU-SPEC™ | | China P.R., Indonesia, Malaysia, Philippines, Taiwan, Vietnam |
NUTRALENE® | | Australia, Canada, Denmark, European Community (CTM), Finland, France, Germany, Great Britain, Greece, Hong Kong, Japan, Malaysia, New Zealand, Norway, South Korea, Sweden, Switzerland, Thailand, United States |
NUTRALENE™ | | China P.R., Indonesia, Philippines, Taiwan, Vietnam |
POLYON® | | Australia, Belize, Canada, Chile, China P.R., European Community (CTM), Dominican Republic, Great Britain, Honduras, Hong Kong, Japan, Mexico, New Zealand, South Korea, Singapore, Turks & Caicos, United States, United States Virgin Islands |
POLYON™ | | Argentina, Anguilla, Aruba, Bahamas, Barbados, Bermuda, BES Islands, Brazil, British Virgin Islands, Cayman Islands, Costa Rica, Curacao, El Salvador, France, Grenada, Guatemala, Haiti, Indonesia, Jamaica, Malaysia, Montserrat, Netherlands, Nicaragua, Panama, Puerto Rico, St. Lucia, St. Martin, St. Vincent, South Africa, Trinidad & Tobago, Vietnam |
POLYON and DESIGN® | | Belize, Canada, Costa Rica, European Community (CTM), Dominican Republic, Honduras, Turks & Caicos, United States, United States Virgin Islands |
POLYON and DESIGN™ | | Argentina, Anguilla, Aruba, Bahamas, Barbados, Bermuda, BES Islands, Brazil, British Virgin Islands, Cayman Islands, Curacao, El Salvador, France, Grenada, Guatemala, Haiti, Indonesia, Jamaica, Malaysia, Montserrat, Netherlands, Nicaragua, Panama, Puerto Rico, St. Lucia, St. Martin, St. Vincent, South Africa, Trinidad & Tobago, South Africa, Vietnam |
POLYON INSIDE and DESIGN® | | Australia, China P.R., European Community (CTM), Great Britain, Hong Kong, Japan, Mexico, New Zealand, Singapore, South Korea, United States |
POLYON INSIDE and DESIGN™ | | Canada, Chile, Malaysia |
POLYON NPK® | | Chile, European Community (CTM), United States |
POLYON NPK™ | | Argentina, Brazil, Vietnam |
PRECISE® | | Argentina, Chile, Japan, Philippines, United States |
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| | |
| Trademark | | Countries |
PRECISE™ | | Brazil, India, Indonesia, Vietnam |
PRECISE and DESIGN® | | Japan, United States |
PRECISE and DESIGN™ | | Argentina, Brazil, Chile, India, Indonesia, Vietnam |
RAINBOW® | | Canada, United States |
RE-NFORCE® | | Canada, United States |
RISER® | | Canada, United States |
SALVO® | | Canada, United States |
SEEDNET® | | Australia |
SNIPER® | | Canada, United States |
TOMBSTONE HELIOS™ | | United States |
ULTRAYIELD and DESIGN® | | Australia, Canada, China P.R., Croatia, European Community (CTM), Iceland, Japan, Liechtenstein, New Zealand, Switzerland, United States |
ULTRAYIELD and DESIGN™ | | Argentina, Hong Kong, Malaysia, Mexico, Philippines, South Korea, Taiwan |
WEATHER GARD COMPLETE™ | | Australia, United States |
XCU® | | Argentina, Australia, Belize, Canada, Chile, China P.R., European Community (CTM), Dominican Republic, Honduras, Japan, Malaysia, Mexico, New Zealand, Philippines, Singapore, South Korea, Switzerland, Turks & Caicos, United States, United States Virgin Islands |
XCU™ | | Anguilla, Aruba, Bahamas, Barbados, Bermuda, Brazil, BES Islands, British Virgin Islands, Cayman Islands, Costa Rica, Curacao, El Salvador, France, Grenada, Guatemala, Haiti, India, Indonesia, Israel, Jamaica, Montserrat, Nicaragua, Panama, Puerto Rico, St. Lucia, St. Martin, St. Vincent, Trinidad & Tobago, Vietnam |
XCU and DESIGN® | | Argentina, Belize, Canada, Chile, China P.R., Costa Rica, European Community (CTM), Honduras, Japan, Philippines, Singapore, Switzerland, Turks & Caicos, United States, United States Virgin Islands |
XCU and DESIGN™ | | Anguilla, Aruba, Bahamas, Barbados, Bermuda, Brazil, BES Islands, British Virgin Islands, Cayman Islands, Curacao, Dominican Republic, El Salvador, France, Grenada, Guatemala, Haiti, India, Indonesia, Israel, Jamaica, Malaysia, Mexico, Montserrat, Nicaragua, Panama, Puerto Rico, St. Lucia, St. Martin, St. Vincent, Trinidad & Tobago, Vietnam |
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It has been Agrium’s practice to seek patent protection for inventions and improvements that are likely to be incorporated into its products and to protect the freedom to use its inventions in its manufacturing processes. Agrium considers several factors in assessing the materiality of its patents including but not limited to scope and breadth of claims, sales volumes of products incorporating the technology, strategic importance and patent duration. Agrium has registered patents in Canada, the United States and other countries where its products are sold. The following table summarizes its main patents:
| | | | |
| Title | | Patent Number | | Coverage |
Machine System and Process for Producing Attrition Resistant Slow Release Fertilizer | | US 5 374 292 | | United States |
| Controlled Release Fertilizer and Method for Production (licensed) | | US 5 538 531 | | United States, Canada |
| Machine System and Process for Producing (Cont I) (Continuation of Polyon 292 patent) | | US 5 547 486 | | United States |
| Process for Producing Improved Sulfur-Coated Urea Slow Release Fertilizers | | US 5 599 374 | | Australia, Canada, China, Europe, Japan, Mexico, New Zealand, United States |
| Controlled Release Plant Nutrients | | US 5 803 946 | | Canada, United States |
| Machine System and Process for Producing (Cont II) (Continuation of Polyon 292 patent) | | US 5 858 094 | | United States |
| Polymer-Sulfur-Polymer Coated Fertilizers | | US 6 338 746 | | United States, Australia, China |
| Machine System and Process for Producing (III) (Continuation of Polyon 292 patent) | | US 6 537 611 | | United States |
| Controlled Release Fertilizers and Methods of Production Thereof | | US 6 663 686 | | United States, Canada |
| Controlled-Release Pesticidal Composition and Method of Making | | US 6 682 751 | | United States |
| Controlled Release Fertilizer Composition | | US 7 771 505 | | United States |
| Sprout Inhibition Compositions Comprising Chlorpropham and Substituted Naphthalenes and Methods of Using Same | | US 5 622 912 | | Australia, Brazil, Canada, Egypt, Germany, Hungary, New Zealand, Poland, South Africa, Spain, Turkey, United States |
| Neutral Metal Alkanoate Micronutrient Solutions and Method of Manufacturing Same | | US 5 681 366 | | Australia, Brazil, Canada, Egypt, United States |
| Neutral Metal Alkanoate Micronutrient Solutions and Method of Manufacturing Same | | US 5 759 226 | | Australia, Brazil, Canada, Egypt, United States |
| Method of Controlling Sprout Formation in Potatoes by Selective Application of Chlorpropham, Carvone, Benzothiazole and Ethylene | | US 5 811 372 | | Australia, Canada, Egypt, Germany, New Zealand, United States |
| Seed Treatment Method | | US 6 386 126 | | United States |
| Seed Treatment Method | | US 6 591 767 | | United States |
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| | | | |
| Title | | Patent Number | | Coverage |
| Lecithin-Containing Drift Reduction Composition For Use in Spraying Agricultural Acreage | | US 6 797 673 | | United States |
| Herbicide Microemulsion-Forming-Concentrates, Microemulsions, and Methods | | US 6 803 345 | | United States, Australia, Brazil, Canada, Germany, France, United Kingdom, Italy |
| Herbicide Composition Comprising Herbicide Compound in Acid Form and Acidifying Agent | | US 6 906 004 | | United States, Australia, Brazil, Canada, Germany, France, United Kingdom, Italy, Japan |
| Herbicide Microemulsion-Forming-Concentrates, Microemulsions, and Methods | | US 7 094 735 | | United States, Australia, Brazil, Canada, Germany, France, United Kingdom, Italy |
| Herbicide Compositions Comprising Suspension Concentrate with Glyphosate Acid, Methods of Preparation, and Methods Of Use | | US 7 776 790 | | United States |
While these trademarks and patents constitute valuable assets, Agrium does not regard any single trademark or patent as being material to its operations as a whole.
g) SEASONALITY
The agricultural products business is seasonal in nature. Consequently, sales and gross profit comparisons made on a year-over-year basis are more appropriate than quarter-over-quarter. Crop input sales are primarily concentrated in the spring and fall crop input application seasons, which are in the second quarter and fourth quarter. Crop nutrient inventories are normally accumulated leading up to the application season. Cash collections generally occur after the application season is complete in the Americas and Australia.
h) ENVIRONMENTAL PROTECTION REQUIREMENTS
Agrium’s operations are subject to a variety of federal, provincial, state and local laws, regulations, licenses and permits, the purpose of which is to protect the environment. These environmental protection requirements may apply during design and construction, operation or modification, at the point of plant or mine closure and beyond.
The environmental requirements for new projects typically focus on baseline site conditions; ensuring that the design and equipment selection meet operating requirements; that permitting, pre-construction studies, discharge and other operating requirements will be satisfied; and that safeguards during construction are in place.
Licenses, permits and approvals at operating sites are obtained in accordance with laws and regulations, which may limit or regulate operating conditions, rates and efficiency; land, water and raw material use and management; product storage, quality and transportation; waste storage and disposal; and emissions and other discharges. Additional legal requirements may apply in circumstances where site contamination predates the current applicable regulatory framework or where there is otherwise evidence that remediation activities have not been successful in protecting the environment. These additional requirements may result in an environmental remediation liability that must be resolved.
Finally, the environmental protection requirements that may apply at the time of plant closure can be of two types: environmental remediation liabilities that did not come due or arise until operations ceased, or asset retirement obligations stipulated by contractual obligations or other legal requirements. Asset retirement obligations typically involve the removal of the asset, remediation of any contamination resulting from the use of that asset and reclamation of the land.
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Contingent Environmental Liabilities
United States Environmental Protection Agency Phosphate Industry Initiative
The United States Environmental Protection Agency (“EPA”) has undertaken an industry-wide initiative respecting phosphoric acid and sulfuric acid manufacturing facilities. The primary focus of the initiative is to clarify the scope and applicability of certain exceptions for mineral processing wastes and ensure that facilities comply with the hazardous waste requirements under the U.S. Resource Conservation and Recovery Act (“RCRA”) and related state laws. RCRA is the federal statute which governs the generation, transportation, treatment, storage and disposal of hazardous wastes. The EPA initiative also seeks to clarify the applicability of certain U.S. Clean Air Act (“CAA”) and related federal and state regulatory programs, including Prevention of Significant Deterioration (“PSD”) permitting and Maximum Available Control Technology standards (“MACT”). More recently, EPA also has commenced evaluation of industry’s compliance with certain provisions of the federal Emergency Planning & Community Right to Know Act (“EPCRA”) and the Comprehensive Environmental Response, Compensation & Liability Act (“CERCLA”).
In 2005, the EPA and the Idaho Department of Environmental Quality (“IDEQ”) commenced an investigation of the Conda facility to evaluate compliance with the CAA, RCRA, CERCLA, and relevant state law. The EPA has notified Nu-West Industries, Inc. (“Nu-West”), a wholly-owned subsidiary of Agrium Inc., of potential violations of RCRA, the CAA, EPCRA and CERCLA.
In 2007, the EPA issued a notice of violation (“NOV”) to Nu-West identifying certain alleged violations of the MACT program at the Conda facility. Nu-West understands that EPA’s investigation remains ongoing, however, EPA has yet to identify any further allegations or demands and Nu-West has not yet commenced discussion with the EPA in respect of the EPA’s allegations. Hence, the scope of the EPA’s investigation currently is unknown. Based upon the claims asserted by the EPA to date, however, we do not believe that the ultimate resolution of these allegations will be material to Agrium.
In 2008, the EPA issued a NOV to Nu-West identifying certain alleged violations of RCRA, focusing principally on the government’s interpretation of the so-called Bevill exemption among other regulatory standards. Nu-West is cooperating with the government’s inquiry and is in active discussion to resolve EPA’s allegations. Among other activities designed to assist in obtaining resolution of EPA’s claims, in 2009, Nu-West entered into a voluntary consent order with the EPA to evaluate potential impacts on the environment from the Conda facility’s operations pursuant to section 3013 of RCRA. Nu-West is working cooperatively with EPA and the IDEQ to implement this environmental assessment.
Nu-West, along with other industry members also being evaluated under the same initiative, are involved in ongoing discussions with the EPA, the U.S. Department of Justice and various environmental agencies to resolve these matters. Although Agrium is uncertain as to how the matters will be resolved or if litigation will ensue, potential resolution of the government’s RCRA allegations may be by a settlement and may include requirements to pay certain penalties (which Agrium currently believes will not be material), requirements to modify certain operating practices and undertake certain capital improvement projects, and to provide financial assurance for the future closure, maintenance and monitoring costs for the phosphogypsum stack system at the Conda facility, as well as resolution of the RCRA section 3013 voluntary consent order site investigation findings. At this time, the impact of resolution of these matters cannot be reasonably estimated.
In 2008, the EPA further notified Nu-West that the government had commenced investigation of phosphate industry compliance with certain provisions of CERCLA and EPCRA. In March of 2011, the EPA issued a NOV to Nu-West alleging violations of certain emissions reporting and related requirements under CERCLA and EPCRA. Nu-West has had initial discussions with the EPA regarding these allegations. Because those EPA discussions are ongoing the outcome of this matter currently is unknown; however, at this time we do not believe that the ultimate resolution of these allegations will be material to Agrium.
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Legacy Environmental Remediation Activities: Idaho Mining Properties
Nu-West is performing or in the future may perform site investigation and remediation activities at six closed phosphate mines and one mineral processing facility near Soda Springs, Idaho. These sites were mined and operated from as early as 1955 to as late as 1996. Selenium, a trace mineral that is essential for optimal human health but becomes toxic at higher concentrations, was found to be leaching from reclaimed lands associated with historic phosphate mines owned, leased or operated by Nu-West or other parties. Nu-West, the U.S. Government and other phosphate producers have been working diligently to identify the sources of selenium contamination, to develop remedies for the closed mines, and to implement best practices to ensure selenium issues do not become an issue for current and new mining operations.
Detailed investigations and analyses have been conducted for two of Nu-West’s historic mine sites. The former mineral processing facility has been remediated and will be monitored for five years. Since 1996, Nu-West has spent over $14-million on investigation and remediation activities at these seven sites. Nu-West believes that other parties are or may be wholly or partly responsible for conducting or paying for the investigation and remediation of some of these historic sites. Nu-West and other identified parties will conduct site investigations at the remaining historic legacy mines sites starting in 2012.
In 2009, Nu-West initiated a lawsuit against the U.S., which is the owner and lessor of four of the historic mine sites. The lawsuit was brought under the CERCLA to determine the U.S.’ liability to pay for a material portion of the investigation and remediation costs for those sites. That lawsuit is being defended by the U.S. If these claims against the U.S. are successful, it would appreciably reduce Nu-West’s costs and liability at these sites.
Legacy Environmental Remediation Activities: Manitoba Mining Properties
Viridian Inc. (“Viridian”), a wholly-owned Canadian subsidiary of Agrium, is managing investigative and remedial actions at two closed mineral processing sites near Lynn Lake, Manitoba. Viridian is currently negotiating an allocation agreement with another identified joint responsible party. Viridian’s costs and liability at these sites would be appreciably reduced if negotiations are successful. Agrium acquired Viridian in 1996.
Viridian’s Fox Mine operated from 1969 until 1985. It is currently being managed under an operating license with the Manitoba Government. This license requires treatment of acid mine drainage to meet downstream water quality standards. In the past two years, Viridian rebuilt the water treatment plant, providing for additional treatment capacity and control to ensure continued conformance with license requirements. In addition to annual operating costs of between $0.5-million and $1.5-million, Viridian continues to investigate permanent long-term closure options for the site.
The Farley mine site, which was operated from the 1950’s to the 1970’s, is being remediated under a cooperative agreement with the Manitoba Government. The site remediation activities should be substantially completed in 2012.
Vanscoy Potash Operations
Agrium is currently undergoing tailings management impoundment reorganization at its Vanscoy facility. The tailings management impoundment reorganization is being undertaken to provide sufficient brine storage to fully contain a 300 mm/24 hour storm event, to provide sufficient fine tailings storage to reliably operate the facility for a minimum of five years at all times, and to achieve the items identified in its long term tailings management area plan based on current and expanded production rates. Agrium expects to spend approximately $89-million on the tailings management impoundment reorganization in 2012, with a targeted completion date of 2020.
Climate Change and Greenhouse Gas Issues
Directly and indirectly, Agrium generates greenhouse gas (“GHG”) emissions through the production, distribution and use of its products. These emissions may be subject to climate change policy and regulations being developed in North America. However, these policies are developing in a unique way within the various state, provincial and federal jurisdictions.
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In the Province of Alberta, legislation has been enacted that impacts facilities emitting greater than 100,000 tonnes of CO2 equivalent (“CO2e”) per year. Existing facilities that exceed this threshold are required to decrease their emissions intensity by 12 percent relative to their 2003-2005 average baseline. If a company is unable to decrease its emissions intensity through increases in operational efficiency, it is still able to comply with the Alberta requirements by purchasing qualifying emission offsets from other sources in Alberta or by contributing to the Climate Change and Emissions Management Fund (“the Fund”). Historically, the contribution costs to the Fund have been set at $15 per tonne of CO2e, although that has recently changed and the contribution costs are now set by order from the Government of Alberta.
Agrium has three facilities in Alberta with CO2e emissions in excess of 100,000 tonnes per year. Those facilities are Redwater Fertilizer Operations, (total typical annual emissions of approximately 750,000 tonnes, excluding NH3-1 unit – NH3-1 can additionally contribute anywhere from zero to approximately 420,000 tonnes of CO2e depending on this unit’s operating time which is directly influenced by market demand and supply factors); Carseland Nitrogen Operations, (total typical annual emissions of approximately 550,000 tonnes); and Fort Saskatchewan Nitrogen Operations (total typical annual emissions of approximately 550,000 tonnes). The annual impact of this legislation on Agrium is expected to range between $1-million to $3-million a year going forward based on current regulations depending on variations in production from year to year which will directly impact CO2e emissions. These expected annual costs are lower than they otherwise could have been, due in part to Agrium’s implementation of various efficiency and emissions reduction projects. These projects include overall efforts to increase operational efficiency, the purchase of emission offset credits, as well as the construction and operation of a cogeneration facility in partnership with TransCanada Pipeline, at Carseland, that captures waste heat and produces emission offset credits. Agrium has also been involved in the development of the Nitrous Oxide Emissions Reduction Protocol (“NERP”) that is designed to generate credits for farmers who reduce their nitrous oxide emissions. The NERP was approved by Alberta Environment in October of 2010. The implementation of the NERP is expected to result in more effective farm application of nitrogen fertilizer, reduced GHG emissions at the farm level and the introduction of additional low-cost offsets to the market.
Agrium’s Canadian retail arm, Crop Production Services (Canada), has a branded service called Carbon Reduction Offset Credit for the aggregation of carbon offsets in accordance with established government regulatory protocols on GHG reduction.
After the Copenhagen meeting in December of 2009, the Canadian federal government indicated its intention to set a target of reducing Canada’s total GHG emissions by 17 percent below 2005 emission levels by 2020. They have subsequently announced that they will achieve these targets through a sector-by-sector approach, aligned with the United States as appropriate and also through actions taken by the provinces. Most recently, following the latest meeting of the parties to the Kyoto Protocol, which meeting occurred in Durban, South Africa in December of 2011, Canada has indicated it will not agree to a second Kyoto commitment period beyond 2012. Rather, Canada has indicated that it supports the negotiation of a new binding agreement that includes all major emitters, including the United States and China, pursuant to a proposed process that arose out of the Durban meeting entitled the Durban Platform.
In general, the options being considered by U.S. regulators currently lack sufficient detail to assess their potential financial impact. However, Agrium is continuing to monitor U.S. GHG legislative developments, and is evaluating applicability and potential impacts of such programs as they become effective. These programs include the California Global Warming Solutions Act of 2006, the Western Climate Initiative and the EPA’s October 2009 Final Rule for Mandatory Reporting of Greenhouse Gases.
Pursuant to the CAA, the EPA Administrator has made the finding that GHG emissions are air pollutants that endanger public health or welfare. This finding allows the EPA to regulate GHG emissions within the framework of the CAA. The EPA has promulgated regulations effective January 2, 2011 that require Best Available Control Technology on GHG emissions from stationary sources for major modifications that emit more than 75,000 tons of CO2e, and new major sources that emit more than 100,000 tons CO2e where such sources are subject to PSD construction permitting. In addition, the EPA finalized its Mandatory Reporting Rule which requires all ammonia, nitric acid and phosphate facilities in the U.S. to begin
23
collecting annual GHG emissions information at each facility according to sector specific methodologies outlined in the rule. 2010 emissions data was reported to EPA in September 2011 and released to the public in January 2012.
Several groups are currently challenging the EPA’s GHG endangerment determination and current regulations in the DC circuit courts, and members of Congress continue to try to tie EPA funding to a rollback of current GHG regulations; however, the outcome of these efforts are far from certain (the GHG reporting requirements are not tied to congressional or legal challenges to EPA’s authority to regulate GHG emissions).
In lieu of federal legislation, States continue to look at regulating GHG emissions within their jurisdiction. The most advanced of these state efforts is California which passed AB32 – The California Global Warming Solutions Act, in 2006. The Act requires the California Air Resources Board (“ARB”) to develop discrete early actions to reduce greenhouse gases while also preparing a scoping plan to identify how best to reduce emissions of GHGs to 1990 levels by 2020. Agrium continues to engage ARB as they develop their requirements and was recently given a position on the working group that will look at agriculture issues in the program.
Agrium will continue to take a leadership role in the fertilizer industry’s negotiations with governments on fair and equitable air emission reduction targets with a goal toward a pragmatic and realistic compliance system that preserves the global competitiveness of the industry. In an effort to reduce CO2e emissions, Agrium has also developed strategies to improve energy efficiencies in our operations, capture and store carbon, reduce the amount of N2O emissions from our nitric acid facilities and reduce emissions in agriculture.
About 60 percent of the natural gas required to produce ammonia, the basic building block of all nitrogen fertilizer, is used to provide the necessary hydrogen for the process. Given current economically viable technologies, the CO2 emissions related to this process is fixed by the laws of chemistry and cannot be reduced. Use of the remaining natural gas may be managed through improvements in energy efficiency which will reduce CO2 emissions. Significant early action has been implemented by the Company to achieve these improvements and the Fort Saskatchewan facility is currently being used as a demonstration project for implementing an additional energy efficiency program for our nitrogen operations. Independent government sponsored studies estimate for the Canadian industry that a further 3 to 5 percent reduction in combustion emission intensity may be theoretically attainable but will be a challenging and potentially cost prohibitive target.
Where feasible, Agrium is pursuing opportunities to capture CO2 from our nitrogen operations for enhanced oil recovery, industrial use or underground storage. At its Borger, Texas operation, approximately 300,000 tons of CO2 were captured in 2010 for enhanced oil recovery. In 2007, Agrium also signed an agreement to capture CO2 emissions from our Redwater, Alberta facility for enhanced oil recovery. This project is scheduled to become operational in late 2014. Agrium also has N2O reduction technology installed at two of our three operating U.S. nitric acid plants and has plans to install N2O reduction technology at our third plant.
In addition to the stewardship initiatives at our manufacturing plants, Agrium and the fertilizer industry are also promoting efforts to reduce GHG emissions at the field level. At the farm field level, we are working with several groups to promote 4R nutrient stewardship (use of the right fertilizer source at the right time in the right rate and in the right place). Through this stewardship system, farmers are reducing field emissions of GHGs. Careful placement, timing, attention to rate and product selection (all tenets of the 4R system) can significantly reduce these common agricultural emissions.
Agrium estimates that the production stage of its operations account for roughly 95% of its overall emissions. Agrium has committed to reducing its North American GHG emissions intensity from the production stage by 10% from 2005 levels by 2020.
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Quantification of Costs of Environmental Protection Requirements
Our mining, extraction, processing and distribution activities result in asset retirement obligations, which are part of our normal course of operations. Such retirement obligations include closure, dismantlement, site restoration or other legal or constructive obligations for termination and retirement of assets. Expenditures may occur before and after completion of operations. We expect to incur expenditures for obligations over the next 30 years, with the exception of potash operations, which are expected to occur after 100 years. Timing of retirement expenditures is dependent on a number of factors such as the life and nature of the asset, legal requirements and available technology. The discounted, inflation-adjusted estimated cash outflows required to settle the asset retirement obligations are estimated at $209-million as at December 31, 2011.
i) ENVIRONMENTAL PRACTICES AND POLICIES
Agrium has well-defined environmental, health, safety and security (“EHS&S”) programs and processes, committed leadership, and a responsible workforce. In addition to an overall Corporate EHS&S Department, it has established an EHS&S organization in each business unit with clear lines of reporting and accountability. This has enabled Agrium to focus on both oversight and governance as well as increasing management involvement in its operations and activities. Agrium stewards to an integrated EHS&S management system which includes a policy and system documenting EHS&S management and performance expectations applicable to Agrium’s facilities. Agrium’s business units and, where appropriate, individual facilities augment these requirements with system controls necessary to manage the risks unique to those operations.
Continuous improvement and performance monitoring of Agrium’s operations are effected in part through five technical committees, two management committees and the Board EHS&S Committee (“BEC”), and in part through various business unit initiatives. The five technical committees include Security and Crisis Management, Environmental Management System and Auditing, Environmental Liability (Asset Retirement Obligations and Environmental Remediation Liabilities), Product Stewardship and Performance Monitoring. These committees report through the Corporate EHS&S Department. The development of environmental management systems standards, guidance documents and continuous improvement occur at the level of the five technical committees and the Corporate EHS&S Department. The Corporate EHS&S Department reports through the business unit level EHS&S leaders’ committee, where performance and risk management issues are addressed. EHS&S leaders’ committee reports through the Corporate EHS&S Committee (“CEC”), which in turn reports to the BEC. Policy and strategy are reviewed annually at the CEC level for relevancy and modified as appropriate. The BEC has an oversight responsibility for EHS&S governance. These committees meet quarterly to monitor performance against annual and longer term performance goals, to discuss plans and strategies relating to our processes, and to evaluate opportunities for improving our systems.
Technical support and compliance assurance for Agrium’s operations are managed at three levels within the organization: the facilities level, business unit level and overall corporate level. Self-audits are performed annually at wholly-owned Agrium facilities and reported to business unit EHS&S departments. Audit findings are characterized as low, medium or high risks and a corrective action plan is implemented to correct identified deficiencies in a timely manner. At the business unit level, business unit personnel regularly conduct separate compliance and systems audits of facility locations. These business unit level audits can be of three types: EHS&S compliance audits, process safety and risk management audits and EHS&S management system audits. The business unit performs one or more of these different types of audits on facilities at least once every three years. It is the responsibility of the business units to ensure that the corrective action regarding the facility audits is implemented. At the corporate level, Corporate EHS&S staff is responsible for maintaining integrated systems, performance monitoring and conducting business unit EHS&S assessments on an annual basis. The use of a three-tiered compliance assurance program enables Agrium to achieve continuous improvement and consistent management practices at its facilities and in its operations.
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Agrium also maintains ongoing, close working relationships with industry associations and regulatory agencies. This helps Agrium ensure risk management strategies are developed and new regulations are known, understood, and met in a timely fashion.
j) EMPLOYEES
As of December 31, 2011, Agrium employed approximately 14,800 people. The breakdown of employees is as follows:
| | | | |
Business Unit | | Number of Employees | |
Retail | | | 11,100 | |
Wholesale | | | 2,600 | |
Advanced Technologies | | | 700 | |
Corporate | | | 400 | |
| | | | | |
Total | | | 14,800 | |
Wholesale hourly employees at the following plants are represented by labor unions with the contract expiration date for each plant shown in parenthesis: Vanscoy, Saskatchewan (April 30, 2012); Americus, Georgia (June 30, 2012); Florence, Alabama (July 14, 2012); and North Bend, Indiana (August 31, 2012).
A union at the Mulberry facility represents 14 Retail employees. The contract was extended through May 31, 2012 with an annual self-renewing clause effective June 1, 2012. Another union exists at Agrium’s Greenville, Mississippi, facility; with 92 union Retail employees whose contract was extended through August 26, 2013.
In South America, there are a total of 225 union employees working at various ASP-Retail sites in Argentina and Uruguay.
A collective bargaining agreement at a Canadian Retail facility in Regina was ratified and accepted by the Teamsters union on February 21, 2012, with an expiry date of December 31, 2014.
A Canadian AAT facility in Courtright, Ontario, has 24 union employees; their Collective Agreement became effective on October 11, 2011 and will expire on October 10, 2013.
5.2 RISK FACTORS
Details of the risk factors relating to the business of Agrium are discussed under the heading “Enterprise Risk Management”, beginning on page 68 of Agrium’s 2011 MD&A, and are incorporated herein by reference and available on the Company’s website atwww.agrium.com, on the Canadian Securities Administrators’ website atwww.sedar.com and on the EDGAR section of the United States Securities and Exchange Commission’s website atwww.sec.gov.
5.3 MINERAL PROJECTS
a) Vanscoy Potash Operations
Certain scientific and technical information regarding Vanscoy Potash Operations (“VPO”) is based on the technical report titled “National Instrument 43-101 Technical Report on Vanscoy Potash Operations” dated February 15, 2012 and with an effective date of December 31, 2011 (the “Technical Report”) prepared by A. Dave Mackintosh, P.Geo of ADM Consulting Limited and Erika D. Stoner of the Company, both of whom are Qualified Persons as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). VPO is the Company’s only material property for the purposes of NI 43-101. The Technical Report has been filed with the securities regulatory authorities in each of the provinces of Canada. Portions of the following information are based on assumptions, qualifications and procedures that are not fully described herein. References should be made to the full text of the Technical Report which is available for review on SEDAR located atwww.sedar.com.
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| i) | Project Description and Location |
AGRIUM, a general partnership comprised of Agrium Inc., Agrium Products Inc. and Viridian Fertilizers Limited, all being wholly-owned subsidiaries of Agrium Inc., owns and operates VPO, a potash mining and milling facility located in Vanscoy, Saskatchewan (southwest of Saskatoon). The operation has been in existence for over 43 years and has produced over 45 million tonnes of muriate of potash.
The Saskatchewan Ministry of Energy and Resources (SMER) has granted the Company the exclusive right to mine potash on approximately 62,395 acres (252.5 km2) of crown land pursuant to Subsurface Mineral Lease KL 114-R, last revised September 2005. The lands subject to KL 114-R, and that are the subject of the Technical Report, form a contiguous area in excess of 93,225 acres (377.3 km2) containing the lands subject to the Subsurface Mineral Lease KL 114-R, lands owned by the Company, and freehold mineral rights owned by others and leased by the Company (the “KL 114-R Lands”). Freehold mineral rights not leased by Agrium are not included.
The Company has also been granted the exclusive right to explore potash on approximately 55,919 acres (226.2 km2) of crown land described in Subsurface Mineral Permit KP 313 issued in April 2007, immediately south and east of the KL 114-R Lands. The lands subject to Subsurface Mineral Permit KP 313, lands owned by the Company and freehold lands leased by the Company (the “KP 313 Lands”) are also the subject of the Technical Report. Freehold lands not covered by lease agreements are not included in the estimates.
The KL 114-R Lands and the KP 313 Lands are located in the Province of Saskatchewan, Canada, in the rural municipalities and National Topographic System of Canada (NTS) blocks indicated in the following table.
Municipal & NTS Block Locations
| | | | |
| R.M. Name | | R.M. Number | | NTS Block |
Corman Park | | 344 | | O73B03/02 |
Vanscoy | | 345 | | O72O14/O15 |
Montrose | | 315 | | O72O14/O15 |
The KL 114-R Lands are located within townships 34 to 37 of ranges 7 to 9, west of the 3rd meridian.
The KP 313 Lands are located within townships 33 and 34 of ranges 6 to 8 west of the 3rd meridian.
The Company owns the surface rights to 7,200 acres (2,914 Ha.) of land to accommodate the processing facility, tailings management area and provide a surrounding buffer. Useable farm land is rented to local farmers.
All operating licenses required by the provincial government, and permits to operate a tailings area or waste management facility, have been obtained. Required permits for VPO include the Subsurface Mineral Lease Agreement, Potash Unitization Agreement, Mine Hoist Operating Certificate, Approval to Operate a Pollutant Control Facility, Approval to Dispose of Waste Brine and the Approved Decommissioning and Reclamation Report.
Agrium is currently pursuing an expansion of VPO. The Vanscoy Ultimate Expansion (“VAULT”) is proposed to add 1.0 mtpy of product capacity. This requires increased hoisting capacity, an increase to the underground mining fleet, a second parallel milling facility, additional compaction capacity and other enhancements to the site to support the increase.
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| ii) | Accessibility, Climate, Local Resources, Infrastructure and Physiography |
The KL 114-R and KP 313 Lands are accessible by the Saskatchewan highway and municipal grid road system. Although grid roads may not have been built in all areas, a 20 m road allowance is provided every one mile (1.6 km) in an east-west direction and every two miles (3.2 km) in the north-south direction. The mine site is serviced by both national railways through one common spur line from the north of the KL 114-R and KP 313 Lands.
VPO is located in the Saskatchewan Plains Region, which has elevations between 300 m and 600 m above sea level. Land use is almost totally agricultural, largely in cropland with some unimproved pasture and southern woodland. Prairie winters are long and cold with short, warm summers. Average daily mean temperatures range between -16°C in January to +20°C in July. Mean annual precipitation averages 430 mm with the majority occurring in the summer months. Winds are predominantly from the northwest throughout the year with mean annual wind speeds of 20 km/h.
Mining and milling operations continue year round, utilizing a work force that commutes from nearby cities and towns or comes from the local farming community. The closest major population centre is Saskatoon, approximately 25 km northeast of the mine site.
Services are provided by Saskatchewan public utilities with dedicated 72 KVA electrical power transmission service and natural gas pipelines. Plans to upgrade the electrical power supply to 138 KVA are in place and construction has commenced. Fresh water, provided by SaskWater, is delivered via pipeline from the South Saskatchewan River.
Imperial Oil first discovered potash in south-eastern Saskatchewan in 1942 during oil exploration activity. In 1950, when oil exploration companies started routinely running gamma logs, the existence of potash rich beds over a vast area in southern Saskatchewan was indicated.
Consolidated Mining and Smelting Company of Canada Limited, subsequently Cominco Ltd. (“CM&S”) carried out an exploration program in 1964, drilling 23 holes in the vicinity of Vanscoy, Delisle, and Asquith, Saskatchewan. Of the 23 drill holes, one hole penetrated a major solution collapse feature where, although the Prairie Evaporite Formation is present, the potash beds are not. Stearns-Roger Canada Ltd. along with J.T. Boyd and Associates carried out an engineering study in 1965 and a similar capital and operating cost estimate was also completed by Kilborn Engineering Ltd. in December 1965. The mine went into production under CM&S ownership in early 1969.
In 1993, Cominco Fertilizers Ltd. was formed as a separate entity from Cominco Ltd. In 1995 all Cominco involvement in Cominco Fertilizers Ltd. ceased and shares were transferred to the new entity, Agrium Inc.
In the site history, lease expansions occurred in 1993 and 2005 to enlarge the total area available for extraction. This brought three additional drill holes into the lease area. The three exploration wells were completed in 1955 and 1957.
In the past 43 years of operating life, fourteen additional drill holes and numerous 2D and 3D seismic programs have contributed to understanding of the Prairie Evaporite Formation. Production in this time frame to December 31, 2011 was 45.4 million tonnes of muriate of potash from 133.3 million tonnes hoisted.
Canadian potash deposits are estimated to be among the largest in the world, stretching some 720 km (450 miles) across Saskatchewan. The deposits lie diagonally across the southern plains of Saskatchewan gently dipping from approximately 1,000 m depth along a northwest line through Rocanville, Esterhazy and Saskatoon to more than 1,600 m depth at Belle Plaine and up to 3,000 m depth in North Dakota. The deposit is unique in the world in that the mineralization covers such a vast area. The same beds mined on the west side of Saskatoon are mined over 100 km to the east and can be traced into Manitoba, North Dakota and Montana.
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The Prairie Evaporite Formation forms part of the Elk Point Basin, a sub-basin of the Williston Basin centered on the northwest corner of North Dakota. The Prairie Evaporite Formation, deposited on the Winnipegosis Formation (limestone), varies in thickness from 120 m (400 ft) to over 210 m (700 ft) and is overlain by the 2nd Red Bed unit, the lower shale member of the Dawson Bay Formation (limestone).
There are four main potash layers in Saskatchewan. The first to be deposited was the Esterhazy Member which is the bed mined at Mosaic Esterhazy and PCS Rocanville. Above this is the White Bear Marker which is not thick enough, or of sufficient grade, to be of commercial value. This is followed by the Belle Plaine and finally the Lower and Upper Patience Lake. The Lower Patience Lake is mined by PCS Lanigan and the Upper Patience Lake is mined by all other Saskatoon area mines. The Esterhazy Member, being the first potash bearing bed to be deposited, is stratigraphically the deepest. However, the Rocanville/Esterhazy area mines are shallower than the younger Patience Lake Member mines (Saskatoon area) because of their proximity to the basin edge.
The salt cover between the ore zone and the overlying 2nd Red Beds and Dawson Bay Formation varies from no cover near the evaporite edge in Manitoba to over 45 m (150 ft) in south-central Saskatchewan. Salt cover is relied upon to isolate the mining level from potential water-bearing limestone formations above the 2nd Red Beds. Similarly, the depth increases to the southwest from just over 800 m (2,600 ft) in Manitoba to over 1,200 m (4,000 ft) in south-central Saskatchewan.
The local geology of VPO characteristically mirrors the regional geology. The Upper and Lower Patience Lake and Belle Plaine Members exist throughout the KL 114-R Lands. The Esterhazy Member does not exist in the area but is evidenced by a thin (5 cm thick) seam containing minor potash values. The mining zone of the KL 114-R Lands dips gently (less than 0.5°) to the southwest from roughly 500 m to 600 m below sea level. The depth below surface ranges from approximately 1,000 m (3,300 ft) in the northeast to over 1,100 m (3,600 ft) in the southwest. The salt cover ranges from 12 m (40 ft) to just under 20 m (65 ft) across the lease area.
Once mining was established, recent exploration programs consisted of a number of 2D and 3D seismic acquisitions and the completion of additional drill holes from the holes drilled during the 1964 exploration activities. These programs again confirmed that a viable potash deposit, amenable to conventional underground mining, was present at depths between 1,050 m and 1,120 m, grading between 24% and 26% K2O in the new areas.
Expansion of the KL 114-R Lands in 2005 brought three additional historic wells into the area covered by the KL 114-R Lands. In 2010 and 2011, fourteen drill holes were completed on the KL 114-R Lands and the KP 313 Lands. The drilling program was managed by Barlon Engineering Group Ltd. of Calgary, Alberta. The evaporate core was logged and sampled by ADM Consulting Limited, and assaying carried out by the SRC Geoanalytical Laboratory in Saskatoon.
The three exploration wells in addition to drilling and seismic exploration have been used to try and delineate solution collapse features to be avoided when mine planning. Initial 2D acquisition programs, on relatively sporadic time intervals, have been replaced by annual 3D programs that have recently been expanded to shoot the entire areas of interest en masse. Programs have confirmed the continuity of the Prairie Evaporite Formation and identified features to be avoided, greatly improving the successful completion of mine development entries. In the Authors’ opinion, 3D seismic coverage is required to classify Mineral Resources as Measured.
In addition to drill holes and seismic programs, the Company utilizes an underground sampling program to confirm thickness, grade and insolubles. Samples are cut by geologists employed by the Company and delivered to the Saskatchewan Research Council’s (SRC) Geoanalytical Laboratory. The SRC issues a “Sample Shipment Receipt Notification” followed soon after by a “Sample Receipt Report” indicating a complete sample listing, including total numbers and sample labels.
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The potash deposit is generally a flat-lying, bedded deposit dipping slightly to the southwest. It is amenable to mining using track mounted boring machines, floor or roof mounted conveyor systems and ancillary wheel mounted mining and transport equipment.
The potash beds at the VPO site are entirely composed of sylvinite, a mixture of KCl and NaCl, and are within a stratigraphic sequence of halite beds. The same beds mined on the west side of Saskatoon are mined over 100 km to the east. These same beds can be traced into Manitoba, Montana and North Dakota. Continuity is such that a hole could be drilled almost anywhere within the region of potash deposition with every expectation of intersecting the potash beds. Despite this remarkable continuity, potash deposits are not without interruption. Solution activity over geological time has resulted in barren or collapse features that have the potential to introduce water from formations above to the mining level.
Original CM&S Drill Holes
All drilling was carried out following SMER regulations. Drilling was originally carried out by Canamerican Drilling Corporation. The initial CM&S program set a 10.75” (273 mm) diameter surface casing in a 15” (381 mm) diameter hole to a depth of 450 ft (137 m). From there, a 9” (228 mm) diameter hole was drilled to a core point just above the Prairie Evaporite Formation. Then, a 7” (177.8 mm) diameter intermediate casing was pinned into the Dawson Bay Formation. Coring was completed in a 6.125” (155 mm) diameter hole. Once complete, abandonment consisted of cementing the hole from the total depth to 150 ft (45 m) into the intermediate casing. The casing was cut off 40 ft (12 m) above the cement top and retrieved. Subsequent plugs were run from the cement top to approximately 65 ft (20 m) into the surface casing. The surface casing was then cut off 3 ft (1 m) below the surface, a cap was welded on, and the area was backfilled. A full suite of geophysical logs were run on each hole from surface to total depth.
Recent VPO Drill Holes
In 1989, hole 2-16-36-8-W3 in the Unitized Area was drilled by Sebco Drilling on behalf of the Company. A 244.5 mm diameter surface casing was cemented in to 146 m depth in a 349 mm diameter drill hole. From there, a long string 177.8 mm diameter casing was cemented the full length to 979 m depth in a 222 mm diameter hole. The hole confirmed the VPO mining zone was present at 1,021 m depth.
In 1999, hole 1-24-34-8-W3 in the South Block was completed by Ensign Drilling Services Inc. on behalf of the Company. A 244.5 mm diameter surface casing was installed to 150 m depth in a 349 mm diameter hole. From there, a 222.3 mm diameter well was then completed “open hole” (without casings) to 1,229 m depth with inverted oil emulsion drilling mud. Hole 1-24-34-8-W3 confirmed the potash beds mined at VPO existed at a depth of 1,110 m grading just over 25% K2O with 4.5% insolubles.
In 2007, hole 4-3-35-7-W3 in the South Block was drilled by Akita Drilling Ltd. on behalf of the Company. A 244.5 mm diameter surface casing in a 349 mm diameter hole was cemented to 145 m depth. A 177.8 mm diameter intermediate casing in a 222 mm diameter hole was pinned into the Dawson Bay Formation at 1,092 m depth. The well confirmed the presence of the mining zone at 1,112 m, grading 28% K2O with 6% insolubles.
In 2010 and 2011, fourteen drill holes were completed on the KL 114-R Lands and the KP 313 Lands. A 349.0 mm hole was drilled to 165 m where a 244.5 mm surface casing was set and cemented. The main hole was drilled with a 222.0 mm diameter bit to the top of the Dawson Bay Formation at depths ranging from 1045 m to 1075 m. The Dawson Bay was cored to the middle of the 2nd Red Beds, providing a 101 mm diameter core from a 199 mm diameter hole. A drill stem test was then carried over the complete Dawson Bay. The mud system was changed from brine water to invert mud in order to core the Prairie Evaporite. A 200 mm hole was then drilled to final depth, approximately 15 m into the underlying Winnipegosis Formation. The hole was logged from total depth to surface casing. Holes were plugged back to surface with a total of 5 cement plugs. After required gas checks, the surface casing was cut off approximately 1.5 m below ground level, a cap welded on, and the site restored to pre-drilling condition.
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Drilling cutting samples were collected on 5m intervals from approximately 350 m depth to total depth with one set retained by Agrium and two sets delivered to the Saskatchewan Ministry of Energy and Resources (SMER). The evaporite core was logged and sampled on site by ADM Consulting Limited. A quarter core was delivered by ADM Consulting Limited to the SRC Geoanalytical laboratory in Saskatoon for assay, and the remaining three quarters core delivered to the SMER subsurface laboratory in Regina by Blackie’s Coring.
The following table indicates the top of the ore zone sampled and the sampling results. Two holes were not sampled as the ore zone in those locations was not present.
| | | | | | | | | | | | | | | | | | | | | | | | |
| Drill Hole ID | | Composite
From (m) | | | Composite
To (m) | | | Comp. %
NaCl | | | Comp. %
KCl | | | Comp. %
Insol | | | Comp. %
K2O | |
| | |
1-21-34-7 | | | 1106.61 | | | | 1109.96 | | | | 50.7 | | | | 43.8 | | | | 5.5 | | | | 27.7 | |
1-11-35-7 | | | 1100.38 | | | | 1103.73 | | | | 49.5 | | | | 46.5 | | | | 4.0 | | | | 29.4 | |
1-15-35-7 | | | 1075.48 | | | | 1078.83 | | | | 64.4 | | | | 28.8 | | | | 6.8 | | | | 18.2 | |
1-29-34-7 | | | 1110.55 | | | | 1113.9 | | | | 81.4 | | | | 14.4 | | | | 4.2 | | | | 9.1 | |
8-7-34-7 | | | 1124.55 | | | | 1127.9 | | | | 66.4 | | | | 30.2 | | | | 3.4 | | | | 19.1 | |
8-11-35-7 | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
13-9-34-7 | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
13-23-34-7 | | | 1105.44 | | | | 1108.79 | | | | 50.8 | | | | 42.4 | | | | 6.8 | | | | 26.8 | |
15-28-34-8 | | | 1116.69 | | | | 1120.04 | | | | 51.6 | | | | 43.4 | | | | 5.0 | | | | 27.4 | |
16-26-34-7 | | | 1098.31 | | | | 1101.66 | | | | 47.4 | | | | 46.4 | | | | 6.2 | | | | 29.3 | |
| | |
KP-313 Holes | | | | | | | | | | | | | | | | | | | | | | | | |
4-5-34-7 | | | 1122.66 | | | | 1126.01 | | | | 50.9 | | | | 43.1 | | | | 6.0 | | | | 27.2 | |
6-3-34-7 | | | 1110.85 | | | | 1114.2 | | | | 55.2 | | | | 39.6 | | | | 5.2 | | | | 25.0 | |
12-31-34-7 | | | 1093.65 | | | | 1097 | | | | 57.6 | | | | 38.8 | | | | 3.6 | | | | 24.5 | |
13-35-33-8 | | | 1138.22 | | | | 1141.57 | | | | 51.8 | | | | 42.3 | | | | 5.9 | | | | 26.7 | |
North Expansion Wildcat Drill Holes
North Expansion Wildcat Drill Holes were drilled between 1955 and 1957. Canamerican Drilling Company completed two of the holes and Rio Palmer drilled one. Typically, a 10.75” diameter surface casing was installed in a 13.75” or 15” diameter hole to between 360 and 400 ft. depth. From there, a 5.5” or 7” diameter intermediate casing was installed in either a 7” or 9” diameter hole into the 2nd Red Beds near 3300 ft. depth with either cement or an anchor packer. These three holes confirmed the presence of the mining zone within the Prairie Evaporite Formation.
| viii) | Sampling and Analysis |
The 2010 and 2011 holes were all logged and sampled at the well site by ADM Consulting Limited in a lab trailer provided by Blackie’s Coring of Estevan, Saskatchewan. In general, the core was logged, convenient sample lengths of 0.25m to 0.5m were chosen based on geological changes and existing core breaks, and the intervals measured. Sample intervals were chosen by ADM and a quarter core was removed either by cutting the core in half along the length of the sample, and one half cut into quarters, or a quarter cut out using a diamond bladed cut-off saw. The quarter core was numbered, bagged and tagged for assay purposes by an employee of the Company and checked by ADM. The remaining three quarters were returned to the core box.
Before transport, a packing slip was filled out identifying the drill hole and sample numbers being transported. Samples were transported to SRC’s Geoanalytical Laboratories in Saskatoon, Saskatchewan.
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SRC is accredited by the Standards Council of Canada. Transport was carried out by ADM on behalf of the issuer. The packing slip was signed by the SRC receiver and a copy returned to the issuer.
Upon receiving the samples, SRC acknowledged that the samples had been received and issued a “Sample Shipment Receipt Notification” followed soon after by a “Sample Receipt Report” indicating a complete sample listing, including total numbers and sample labels. The samples were at all times in the possession of a responsible person.
Underground Samples
Underground channel sampling programs are carried out by employees of the Company. Samples are obtained by cutting two slots in the mine wall, approximately five centimetres apart and three centimetres deep, from approximately 15 cm above the normal mining zone down to below the normal mining height of 3.35 m. Horizontal slots are then cut across the verticals to isolate mud seams and noticeable changes in mineralogy to create blocks that are typically 7.5 to 10 cm long. The blocks are removed from the wall with a hammer and chisel. Often, a number of blocks (typically up to three) are combined into one sample interval. The mass of material obtained for assay is very similar to that obtained from a quarter core.
Samples are transported to the SRC Geoanalytical Laboratory by an employee of the Company and subject to the same documentation procedures as described above.
All VPO drilled hole and underground samples received by the SRC are then crushed, split, and a portion pulverized in a grinding mill. The remainder of the split is returned to the Company. As part of their Quality Assurance and Quality Control procedures, one in every 40 samples is repeated. A prepared standard sample is also submitted with each batch of client samples. This is done to ensure repeatability of the analyses. The range in results is within the tolerance of the SRC’s capabilities.
Potash is considered to be a low-value bulk material and, because the core has no meaningful value to the general public, no special provisions for sample security are normally practiced by the industry.
| x) | Mineral Resource and Mineral Reserve Estimates |
The table below summarizes the mineral resource and reserve estimates regarding VPO:
VPO Mineral Reserve & Resource Summary as of December 31, 2011
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| AREA | | GRADE
EST. %
K2O
(Total) | | | %
INSOLS | | | MINERAL
RESERVES –
PROVEN
(Millions of
Tonnes) | | | MINERAL
RESERVES -
PROBABLE
(Millions of
Tonnes) | | | MEASURED
MINERAL
RESOURCES
(Millions of
Tonnes) (B) | | | INDICATED
MINERAL
RESOURCES
(Millions of
Tonnes) (B) | | | INFERRED
MINERAL
RESOURCES
(Millions of
Tonnes) (B) | |
Unitized Area (A) | | | 24.66 | | | | 4.68 | | | | 60.231 | | | | 0.0 | | | | 0.0 | | | | 0.0 | | | | 0.0 | |
South Block | | | 22.74 | | | | 4.67 | | | | 5.527 | | | | 15.238 | | | | 168.239 | | | | 28.777 | | | | 11.344 | |
North Expansion Block (A) | | | 24.66 | | | | 4.68 | | | | 0.0 | | | | 0.00 | | | | 0.0 | | | | 0.0 | | | | 79.172 | |
KP 313 | | | 25.69 | | | | 5.08 | | | | 0.0 | | | | 0.0 | | | | 0.0 | | | | 84.265 | | | | 27.650 | |
TOTAL | | | – | | | | – | | | | 65.758 | | | | 15.238 | | | | 168.239 | | | | 113.042 | | | | 118.166 | |
Notes to Mineral Resource and Mineral Reserve Summary:
| (A) | Grades applied from 43 year historical averages. |
| (B) | Mineral resources that are not mineral reserves do not have demonstrated economic viability. |
For a complete description of key assumptions and parameters associated with the information above, reference should be made to the full text of the Technical Report.
32
In the mine, borer style miners are used to mechanically excavate the rock and load it directly onto a series of interconnected conveyor belts. The broken ore is then transported to a shaft where it is hoisted from underground to surface at a capacity of 1050 tph and fed to the mill. The mine is accessed using a fleet of 4x4 trucks and a network of roads that stretches 11 km north, 11 km south and 8 km east of the shaft. The borer miners are 3.35 m high, 5.5 m wide and use two, three armed rotors to cut the rock. The miners can advance at about 30 cm (1 ft) per minute and will mine tunnels up to 2200 m long and 10.2 m wide. The potash ore being mined contains about 40% potassium chloride (potash), 55% sodium chloride (common salt) and 5% clay.
Production Forecast
Significant changes to the processing facility are proposed as part of the planned VAULT expansion. The annual production rate will be increased to 2,800,000 tonnes from the existing 1,800,000 tonnes of product. The circuit will be designed to process a range of ore grades between 22.0% K2O to 25.5% K2O, with an average expected grade of 24.6% K2O. The nominal milling rate will be 1,084 tonnes per hour (operating 24 hours per day). VPO produces an agricultural grade muriate of potash with an average product grade of 60.5% K2O (the product grade must exceed 60.0% K2O to achieve the product specification). The design product split will be 75% Premium (2,100,000 tonnes per annum) and 25% Non-Premium (700,000 tonnes per annum). Industry proven technology with a minimum of one year of successful use within the potash industry will be used in the design to improve the recovery to 87%.
The increased production and recovery will be accomplished by modifying the existing circuits by installing new crushing, attrition scrubbing, slimes separation and brine handling circuits and installing additional flotation and compaction circuit capacity. There will also be enhancements to the existing crystallization and loadout circuits.
Markets
Canada, Russia, Belarus and Germany are the largest potash producing countries. According to published information dated January 2011 from the United States Geological Survey, Canada possesses approximately 46% of the world’s potash reserves. We expect this statistic will underpin Canada’s continued position as the world’s leading potash producer well into the future.
The majority of sales growth is expected in international markets – namely India, China and Brazil. Demand growth is also expected from other large importers such as Indonesia and Malaysia. Some of this international demand growth is expected to be met by increased production from VPO.
The Company is a major wholesale distributor of crop nutrition product with demonstrated capabilities to transport and store large product volumes in the US and Canada and is well positioned to market increased potash sales volumes in North America. The Company also is the largest retail supplier of crop input products and services to farmers in North America. As our retail business expands we expect its potash supply requirements will also increase.
Contracts
VPO is an established production facility and as such has established contracts in numerous areas to support the operation.
Long term transportation agreements with Canada’s two major railways (CN and CP) are in place and managed through a centralized marketing and distribution team within the Wholesale business unit. Truck transport is arranged by the customer, but coordination can be provided by Agrium resources.
Significant sales agreements do exist and are continuously monitored and negotiated internally. International sales (outside the United States and Canada) of potash produced by the Company are distributed through the export marketing consortium Canpotex which is equally owned by Potash Corporation of Saskatchewan, Mosaic and the Company. Canpotex has a long history of being a reliable supplier to international markets and of proven marketing capabilities that will grow as its ownership group
33
expands its production capacities and volumes available for export outside the North American market. Other major potash exporting countries include Russia, Belarus and Germany.
Agrium’s existence throughout the value chain is a significant competitive advantage. Access to significant retail customers solidifies North American sales which is especially important during periods of market disruption. Closer to the operation, supply contracts for critical operating supplies and reagents are continuously reviewed to maintain optimal supply and to optimize pricing.
Environmental Considerations
The byproducts of potash extraction are insoluble fine tailings (clay) and salt tailings. The Tailings Management Area (TMA) is the final destination for these tailings. With an increase in potash production, there will be a corresponding increase in tailings deposition rates. The site has conducted a review of its TMA and developed a plan to extend the current tailings operations through 2077 in the currently approved footprint. The scope includes: relocating and increasing the size of its brine pond, relocating and increasing the size of the fine tailings area, and planning for significantly higher salt pile heights.
A slope stability study is underway to fully understand the sensitivities of containment dyke geometries, deposition rates and duration, and brine mound effect on pore water pressures in the underlying soils. Additional slope inclinometers and pore water pressure transmitters will be installed in key areas of the pile to monitor pile stability.
Salt deposition is partly offset by excess brine injection into the Deadwood Formation and a road salt operation actively removing tailings from the pile.
Agrium is in compliance with all environmental permitting requirements. The site is currently permitted by the Ministry of the Environment pursuant toThe Environmental Management and Protection Act, 2002 and theClean Air Act.
Operating Saskatchewan potash mines contribute to an irrevocable line of credit for short term decommissioning and rehabilitation costs. The Company currently has an irrevocable letter of credit for $1,000,000 with the province of Saskatchewan as the beneficiary as well as a trust fund with a balance as of November 30, 2011 of $146,084. The purpose of this line of credit is two-fold, the first being to cover short term costs should a company walk away from a site without proper decommissioning and the second being long-term funding. A decommissioning and reclamation report was submitted by the Company to the provincial government in 2011 as required by the operating license but has yet to be reviewed and accepted by the government.
Taxes
Royalties are paid to the Province of Saskatchewan, which holds most of the mineral rights in the lease area, and royalties from non-Crown lands are paid to various freeholders of mineral rights in the area. The royalty rate calculation is governed by theSubsurface Minerals Regulations, 1960(Saskatchewan) and varies as a function of selling price, mineral grade, exchange rate, source of ore tonnes, plus other factors.
Municipal taxes are paid based on site property values to the Rural Municipality of Vanscoy. The Company also pays a “potash production tax” to the Province of Saskatchewan following a formula based on sales and profits from Saskatchewan operations. In addition to this, VPO pays corporate income taxes based on corporate profits from all operations.
Mine Life
Current name plate production capacity of 2.05 million tonnes of product requires 5.9 million tonnes of feed at a grade of 24.6% K2O and a milling recovery of 85%. The 65.8 million tonnes of Proven Mineral Reserves, 15.2 million tonnes of Probable Mineral Reserves, 168.2 million tonnes of Measured Mineral Resources and 113.0 million tonnes of Indicated Mineral Resources provides a mine life of 61 years at current production rates. Inferred Mineral Resources of 118.2 million tonnes have the potential to add a further 20 years at current rates.
34
Based on VAULT design parameters, a sustainable annual production capacity of 2.8 million tonnes of product per year at 24.6% K2O feed, and a milling recovery of 87% requires 7.9 million tonnes of feed per year. This provides a mine life of 46 years. The addition of Inferred Mineral Resources has the potential to add 15 years at expanded rates.
Payback
VPO has been in production for 43 years and all associated original capital costs have been fully paid back.
| xii) | Exploration and Development |
Inferred Mineral Resources will be upgraded to Indicated Mineral Resources and Measured Mineral Resources as exploration programs continue in the North Expansion Block and the KP 313 Lands. In addition, a significant amount of land within the KP 313 Lands remains unclassified due to limited exploration information. This has the potential to significantly increase mine life in the future.
Continued exploration of the KP 313 Lands with 3D seismic coverage and additional drilling is needed to expand the Mineral Resources beyond the limits of the current lease.
Similarly, if Agrium chooses to upgrade the resource classifications for the North Expansion Block, Agrium needs to complete the 3D seismic acquisition and perform additional drilling.
Economic Analysis
In developing the economic analysis, a discounted cash flow (“DCF”) model was employed to determine the net present value (“NPV”) and internal rate of return (“IRR”) of the one million metric tonne VAULT brownfield expansion. A DCF model requires the use of forecasts for economic inputs and the impact of economic inputs on model results can vary significantly. Included is an illustration of the potential sensitivity of certain model inputs.
35
The price forecast used in the model is the Brazil cfr as published by Fertecon in issue 2011-3, December 2011 for the period 2012 – 2020. Fertecon is an independent third party which regularly publishes potash supply, demand and price forecasts. Post 2020, the model incorporates a nominal price escalation rate of 1.5%. Capital expenditures are assumed to be $1,500 per tonne. As capital and operating costs are largely incurred in Canadian dollars whereas revenues are earned in US dollars, foreign exchange exposure exists and for both the base operation and the expansion. The foreign exchange assumption applied in the model is 1.00 USD = 1.00 CAD. In the trailing 12 months, the Canadian dollar has traded both above and below par with the US dollar. Model assumptions including a production schedule and economic metrics are shown in the table below:
Sensitivity Analysis Results on VAULT Expansion Project
| | | | | | | | |
| | | | | |
| Year | | Fertecon price
forecast Brazil cfr | | Production
KCl | | FX | | Investment
capital(1) |
| | | (USD per tonne) | | (million tonnes) | | (USD-CAD) | | (millions $CAD) |
2012 | | $550 | | 1.7 | | 1.00 | | $565 |
2013 | | $590 | | 1.3 | | 1.00 | | $632 |
2014 | | $540 | | 1.9 | | 1.00 | | $53 |
2015 | | $500 | | 2.6 | | 1.00 | | |
2016 | | $470 | | 2.8 | | 1.00 | | |
2017 | | $470 | | 2.8 | | 1.00 | | |
2018 | | $500 | | 2.8 | | 1.00 | | |
2019 | | $560 | | 2.8 | | 1.00 | | |
2020 | | $600 | | 2.8 | | 1.00 | | |
(1) The amount spent prior to 2012 is $250 million $CAD. | | | | |
| Assume nominal price escalation of 1.5% after 2020. | | | | |
| The life of the facility is assumed to be 46 years at expansion rates. | | |
| | | | | | | | | | |
Expansion Project Economics | | | | | | | |
NPV 10% (millions $USD) | | | $1,151 | | | | | | | |
IRR | | | 18.10 | % | | | | | | |
Simple payback | | | 5 years (from 2015) | | | | | | | |
| | | | | | | | |
| | | | | |
Price Sensitivity | | | | | | | | |
| | | | | |
| | | -$50/tonne | | base | | +$50/tonne | | |
NPV 10% (millions $USD) | | -$290 | | $0 | | $287 | | |
| | | | | |
Foreign Exchange Sensitivity | | | | | | | | |
| | | | | |
| | | -$.10 USD-CAD | | base | | +$.10 USD-CAD | | |
NPV 10% (millions $USD) | | -$175 | | $0 | | $141 | | |
| | | | | |
Capital Sensitivity | | | | | | | | |
| | | | | |
| | | +15% | | base | | -15% | | |
NPV 10% (millions $USD) | | -$141 | | $0 | | $143 | | |
36
The discounted cash flow model yields a NPV for the expansion project of $1,151 million USD at a discount rate of 10% and an IRR of 18.1%. It is assumed that this project will be financed with internally generated cash flow and no allowance has been made for debt financing in this analysis. Cash flow from the mine for the period 2012 – 2020 is shown in the table below. The expected simple payback period of investment capital is five years and the life of the facility is assumed to be 46 years at post expansion rates:
Mine Cash Flow (2012 – 2020) ($USD millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash Flows | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2012 | | | 2013 | | | 2014 | | | 2015 | | | 2016 | | | 2017 | | | 2018 | | | 2019 | | | 2020 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Free cash flow (FCF) $USD millions | | $ | (302 | ) | | $ | (550 | ) | | $ | 246 | | | $ | 671 | | | $ | 611 | | | $ | 424 | | | $ | 465 | | | $ | 531 | | | $ | 595 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The economic analysis of the project was performed on an after-tax basis. Agrium pays federal and provincial income taxes based on profits from operations. Royalties are paid to the Province of Saskatchewan based on muriate tonnes produced, the raw ore grade and the weighted average net selling price of potash for the production month in question. In addition, Agrium pays a Potash Production Tax and a resource surcharge to the Government of Saskatchewan. The Potash Production Tax is calculated based on profit per K2O tonne at a rate of 15% up to $40 CAD per tonne indexed to 1989 GDP (approximately $60 CAD per tonne for 2011) and 35% on the remainder of the profits. As part of the Potash Production Tax, Agrium may be subject to a base payment. The base payment amount is $11.00 to $12.33 CAD per K2O tonne. Allowable deductions include royalties and 1% of gross revenue for the year. In 2011, the base payment amount was zero. Property taxes are paid according to property values and were $4.3 million CAD in 2011. Currently, Saskatchewan provincial sales tax is 5%.
A sensitivity analysis was performed to determine the impact of changes in the key assumptions on the resulting incremental NPV of the expansion. The sensitivity ranges chosen were: price, +/- $50 per tonne Brazil cfr, foreign exchange +/- $.10 USD/CAD and investment capital at +/- 15%. The results of the sensitivity analysis on the project NPV are shown in Table 22-1.
Mine Life
Current production capacity of 2.05 million tonnes of product requires 5.9 million tonnes of feed at a grade of 24.6% K2O and a milling recovery of 85%. The 65.8 million tonnes of Proven Mineral Reserves, 15.2 million tonnes of Probable Mineral Reserves, 168.2 million tonnes of Measured Mineral Resources and 113.0 million tonnes of Indicated Mineral Resources provides a mine life of 61 years at current production rates. Inferred Mineral Resources of 118.2 million tonnes have the potential to add a further 20 years at current rates.
Based on VAULT design parameters, one million additional tonnes of capacity per year (2.8 million tonnes of product per year), 24.6% K20 feed, and a milling recovery of 87% requires 7.9 million tonnes of feed per year. This provides a mine life of 46 years. The addition of Inferred Mineral Resources has the potential to add 15 years at expanded rates.
b) Phosphate Operations
The principal raw materials used in the production of phosphate fertilizers are phosphate ore, ammonia and sulphur (or sulphuric acid). Agrium produces final saleable phosphate fertilizers at two separate operations: (i) the Conda Phosphate Operation (“CPO”) located outside of Soda Springs, Idaho, USA; and (ii) the Redwater Phosphate Operation (“RPO”) located outside of Edmonton, Alberta, Canada. CPO and RPO are not material to the Company for the purposes of National Instrument 43-101 – Standards of Disclosure for Mineral Projects.
The CPO plant consists of a beneficiation mill to produce the rock concentrate as well as the fertilizer plant. The phosphate ore for CPO is supplied by a number of Agrium’s mines located northeast of the CPO Plant
37
while the rock concentrate for RPO is currently supplied by Agrium’s Kapuskasing Phosphate Operation (“KPO”) located outside of Kapuskasing, Ontario, Canada. The KPO site consists of a phosphate ore mine and a beneficiation mill to produce the rock concentrate, which is shipped by rail to RPO where it is utilized to produce saleable fertilizer.
The KPO facility is expected to cease supplying rock concentrate to RPO by mid-2013 and the mine will be permanently closed. The supply of phosphate rock to RPO will be replaced by a long-term phosphate rock supply agreement with OCP S.A. This contract will begin in the second half of 2013 and extend to 2020. Our minimum commitment is to purchase 342,000 tonnes in 2013 and 798,000 tonnes from 2014 to 2018, with subsequent volumes to be determined in 2016. The purchase price is based on a formula that tracks finished product pricing and key published phosphate input costs. To facilitate the import of phosphate rock, Agrium Europe entered into a freight contract from 2013 to 2019 for a total commitment of $194-million.
Agrium’s total combined Mineral Reserve and Resource Estimate for KPO and CPO are summarized in the following tables.
KPO & CPO Total Reserve Estimates
| | | | | | | | | | | | |
| Mining Operation | | Ore Tons (metric)(1) | | | % P2O5 | | | Mine Life (years)(2) | |
KPO Proven & Probable Reserves | | | 4,201,813 | | | | 24.03 | | | | 2.0 | |
CPO Proven & Probable Reserves | | | 21,552,072 | | | | 25.60 | | | | 10.8 | |
KPO & CPO Total Resource Estimates
| | | | | | | | | | | | | | | | |
| Mining Operation | | Resource Classification | | | Ore Tons (metric) | | | % P2O5 | | | Mine Life (years) | |
KPO | | | Measured | | | | 1,535,250 | | | | 22.66 | | | | 0.73 | |
KPO | | | Indicated | | | | 74,750 | | | | 23.35 | | | | 0.04 | |
CPO | | | Inferred | | | | 18,000,000 | | | | 25.10 | | | | 8.20 | |
| (1) | The concentration of recoverable mined ore tonnes (2.10 million wet tonnes mined) to tonnes of beneficiated rock concentrate (0.85 million dry tonnes at 35.1% P2O5) is 40.5% for KPO, and 2.07 million wet tonnes mined to 1.11 million dry tonnes of beneficiated rock at 31.0% P2O5 is 53.6% for CPO (three-year running averages). |
| (2) | Estimates are based upon proven and probable reserves and average annual mining rates of approximately 2.10 million tonnes for KPO, and approximately 2.0 million tonnes for CPO. |
ITEM 6 – DIVIDENDS
Agrium’s present intention is to pay regular dividends on its common shares. A semi-annual cash dividend of U.S. $0.055 per share has been paid since 1996. In December 2011, the Company approved a quadrupling of the semi-annual cash dividend to U.S. $0.225 per share. The declaration, amount and date of payment of dividends are determined by the Board of Directors from time to time and will be subject to earnings and financial requirements, and other conditions prevailing at that time.
The following table sets forth the dividends per share paid or payable on the Company’s common shares in each of the last three most recently completed fiscal years:
| | | | |
| Dividends per Share Declared | |
| | | Common Shares | |
2009 | | $ | 0.11 | |
2010 | | $ | 0.11 | |
2011 | | $ | 0.28 | |
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ITEM 7 – DESCRIPTION OF CAPITAL STRUCTURE
7.1 GENERAL DESCRIPTION OF CAPITAL STRUCTURE
Authorized Capital
The following sets forth the terms and provisions of our existing capital. Agrium’s authorized capital consists of an unlimited number of common shares and an unlimited number of preferred shares, issuable in series. As at December 31, 2011, 157,821,735 Common Shares were issued and outstanding, and no Preferred Shares were outstanding.
Common Shares
Each common share of Agrium entitles the holder to receive notice of and to attend all meetings of our shareholders, other than meetings at which only the holders of a specified class or series of shares are entitled to vote. Each common share entitles the holder to one vote, except at meetings at which only holders of preferred shares of one or more series are entitled to vote. The holders of common shares are entitled to participate rateably in any dividends that may be declared by the Board of Directors of Agrium on the common shares. If Agrium is liquidated, dissolved or wound-up or makes any other distribution of its assets for the purpose of winding up its affairs, the holders of common shares are entitled to a pro rata share of the assets of Agrium after payment of all liabilities, obligations and amounts payable in those circumstances to the holders of our preferred shares. There are no pre-emptive or conversion rights attaching to the common shares and the common shares are not subject to redemption. All common shares currently outstanding and to be outstanding upon exercise of outstanding options and warrants are, or will be, fully paid and non-assessable.
Our by-laws provide for certain rights of holders of our common shares in accordance with the provisions of the Canada Business Corporations Act. Such by-laws may be amended either by a majority vote of the holders of common shares or by a majority vote of the board of directors. Any amendment of the by-laws by action of the Board of Directors must be submitted to the next meeting of our shareholders whereupon the by-law amendment must be confirmed, confirmed as amended or rejected by a majority vote of the shareholders voting on such matter.
Preferred Shares
Preferred shares may be issued at any time and from time to time in one or more series, and the Board of Directors of Agrium may by resolution determine for any such series, its designation, number of shares and respective rights, privileges, restrictions and conditions. The preferred shares of each series rank on a parity with the preferred shares of every other series, and are entitled to preference over the common shares and any other shares ranking junior to the preferred shares with respect to the payment of dividends, the repayment of capital and the distribution of assets of Agrium in the event of a liquidation, dissolution or winding up of Agrium.
Except as provided by the Canada Business Corporations Act, the holders of preferred shares are not entitled to receive notice of or to attend or to vote at any meeting of the shareholders of Agrium unless and until Agrium fails to pay in the aggregate eight cumulative dividends on that series of preferred shares for any period as may be so determined by the directors, whether or not those dividends are consecutive and whether or not there are any moneys of Agrium properly applicable to their payment.
The provisions attaching to the preferred shares as a class may be added to, changed or removed, and the board of directors of Agrium may create shares ranking prior to the preferred shares, only with the approval of the holders of the preferred shares as a class, any such approval to be given by the holders of not less than 66 2/3 per cent of the preferred shares in writing by the registered holders or by resolution at a meeting of such holders.
7.2 CONSTRAINTS
There are no constraints imposed on the ownership of Agrium’s securities to ensure that the Company has a required level of Canadian ownership.
39
7.3 DEBT RATINGS
The following information relating to Agrium’s credit ratings is provided as it relates to Agrium’s financing costs, liquidity and operations, and to satisfy disclosure requirements under Canadian securities rules. Specifically, credit ratings affect Agrium’s ability to obtain short-term and long-term financing and the cost of such financing. A reduction in the current ratings on Agrium’s debt by its rating agencies, or a negative change in Agrium’s ratings outlook could adversely affect Agrium’s cost of financing and its access to sources of liquidity and capital. In addition, credit ratings may be important to customers or counterparties when we compete in certain markets and when we seek to engage in certain transactions.
Credit ratings on specific obligations are intended to provide investors with an independent measure of credit quality of an issue of securities and are indicators of the likelihood of payment and of the capacity and willingness of a company to meet its financial commitment on an obligation in accordance with the terms of an obligation.
There is no assurance that any rating will remain in effect for any given period of time or that any rating will not be revised or withdrawn entirely by a rating agency in the future if in its judgment circumstances so warrant.
The credit ratings afforded the debt securities by the rating agencies are not recommendations to purchase, hold, or sell the debt securities inasmuch as such ratings do not comment on market price or suitability for a particular investor.
The following table sets out ratings the Company has received in respect of its outstanding debt securities from the ratings agencies as of February 23, 2012:
| | | | | | |
| | | DBRS Limited | | Moody’s Investors Service | | Standard & Poor’s Rating Services |
Senior Unsecured Notes and Debentures | | BBB | | Baa2 | | BBB |
Ratings Outlook | | Stable | | Stable | | Stable |
DBRS Limited (“DBRS”)
The BBB rating assigned by DBRS is the fourth highest of ten rating categories for long-term debt, which range from AAA to D. DBRS uses “high” and “low” designations on ratings from AA to C to indicate the relative standing of securities being rated within a particular rating category. The absence of a “high” or “low” designation indicates that a rating is in the “middle” of the category. The BBB rating indicates that, in DBRS’ view, the rated securities are of adequate credit quality. Protection of interest and principal is considered acceptable, but the entity is fairly susceptible to adverse changes in financial and economic conditions, or there may be other adverse conditions present which reduce the strength of the entity and its rated securities.
On November 28, 2011, DBRS affirmed its BBB long-term corporate credit rating and stable outlook on Agrium.
Moody’s Investors Service (“Moody’s”)
The Baa2 rating assigned by Moody’s is the fourth highest rating of Moody’s nine rating categories for long-term debt, which range from Aaa to C. Moody’s appends numerical modifiers from 1 to 3 on its long-term debt ratings from Aa to Caa to indicate where the obligation ranks within a particular ranking category, with 1 being the highest. Obligations rated Baa are defined by Moody’s as being subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.
On September 21, 2011, Moody’s affirmed its Baa2 long-term corporate credit rating and stable outlook on Agrium.
Standard & Poor’s Rating Services (“S&P”)
The BBB rating assigned by S&P is the fourth highest rating of S&P’s ten rating categories for long-term debt which range from AAA to D. Issues of debt securities rated BBB are judged by S&P to exhibit adequate
40
protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
On August 23, 2011, Standard & Poor’s affirmed its BBB long-term corporate credit rating and stable outlook on Agrium.
ITEM 8 – MARKET FOR SECURITIES
8.1 TRADING PRICE AND VOLUME
The Company’s common shares trade on the Toronto Stock Exchange (TSX) and the New York Stock Exchange (NYSE) under the symbol “AGU”.
The following table sets out the high, low and closing prices and trading volume of the common shares on the TSX for 2011 on a monthly basis:
| | | | | | | | | | | | | | | | |
Month (2011) | | High Price
(CAD$) | | | Low Price
(CAD$) | | | Closing Price
(CAD$) | | | Volume
(in 000’s) | |
January | | | 94.95 | | | | 84.77 | | | | 88.47 | | | | 18,093,872 | |
February | | | 98.02 | | | | 86.56 | | | | 92.12 | | | | 18,856,762 | |
March | | | 95.00 | | | | 83.00 | | | | 89.53 | | | | 19,536,883 | |
April | | | 92.94 | | | | 83.58 | | | | 85.76 | | | | 11,602,533 | |
May | | | 86.81 | | | | 75.49 | | | | 85.03 | | | | 17,062,545 | |
June | | | 86.40 | | | | 78.01 | | | | 84.69 | | | | 17,659,237 | |
July | | | 88.33 | | | | 80.00 | | | | 83.61 | | | | 12,732,349 | |
August | | | 86.95 | | | | 73.43 | | | | 83.98 | | | | 21,501,180 | |
September | | | 88.70 | | | | 69.70 | | | | 69.75 | | | | 20,566,316 | |
October | | | 84.50 | | | | 63.93 | | | | 82.18 | | | | 18,025,058 | |
November | | | 83.75 | | | | 68.80 | | | | 71.59 | | | | 18,683,585 | |
December | | | 73.00 | | | | 66.00 | | | | 68.38 | | | | 13,679,416 | |
The following table sets out the high, low and closing prices and trading volume of the common shares on the NYSE for 2011 on a monthly basis:
| | | | | | | | | | | | | | | | |
Month (2011) | | High Price
(U.S. $) | | | Low Price
(U.S. $) | | | Closing Price
(U.S. $) | | | Volume
(in 000’s) | |
January | | | 95.80 | | | | 84.88 | | | | 88.39 | | | | 46,578,625 | |
February | | | 99.14 | | | | 87.12 | | | | 95.08 | | | | 52,353,692 | |
March | | | 97.88 | | | | 83.85 | | | | 92.26 | | | | 46,248,437 | |
April | | | 96.20 | | | | 86.40 | | | | 90.43 | | | | 27,984,471 | |
May | | | 91.57 | | | | 77.98 | | | | 88.06 | | | | 39,372,456 | |
June | | | 88.89 | | | | 79.49 | | | | 87.76 | | | | 37,399,415 | |
July | | | 93.49 | | | | 85.02 | | | | 87.38 | | | | 25,824,472 | |
August | | | 89.09 | | | | 74.00 | | | | 85.96 | | | | 39,642,879 | |
September | | | 90.17 | | | | 66.60 | | | | 66.66 | | | | 30,623,114 | |
October | | | 85.25 | | | | 60.15 | | | | 82.29 | | | | 34,333,247 | |
November | | | 82.88 | | | | 65.68 | | | | 69.99 | | | | 30,208,580 | |
December | | | 72.34 | | | | 63.39 | | | | 67.11 | | | | 20,304,352 | |
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ITEM 9 – ESCROWED SECURITIES AND SECURITIES
SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER
To the knowledge of the Company, none of the securities of the Company are subject to escrow or contractual restriction on transfer.
ITEM 10 – DIRECTORS AND OFFICERS
10.1 NAME, OCCUPATION AND SECURITY HOLDING
Information is given below with respect to each of the current directors, including all current positions held with the Company, present principal occupation and principal occupations during the last five years. The term of office of each director expires at the end of the annual general meeting of the shareholders of Agrium to be held on May 11, 2012.
| | | | | | |
Directors (Name and Municipality of
Residence) | | Director
Since | | Present principal occupation or
employment | | Prior principal occupation or
employment within the preceding
five years |
Frank W. Proto(3) Regina, Saskatchewan, Canada | | 1993 | | Corporate Director. Board Chair of Agrium (part-time basis) | | Corporate Director |
Ralph S. Cunningham(2)(3) Houston, Texas, United States | | 1996 | | Board Chair of Enterprise Products Holdings, LLC | | President and Chief Executive Officer of EPE Holdings, LLC, Interim President and Chief Executive Officer, Enterprise Products GP, LLC; Group Executive Vice President and Chief Operating Officer, Enterprise Products GP, LLC; Corporate Director |
Russell K. Girling(1)(2) Calgary, Alberta, Canada | | 2006 | | President and Chief Executive Officer and Director of TransCanada Corporation | | Chief Operating Officer of TransCanada Corporation, President, Pipelines of TransCanada Corporation, Chairman and Chief Executive Officer of TC Pipelines GP, Inc. |
Susan A. Henry(3)(4) Ithaca, New York, United States | | 2001 | | Professor of Molecular Biology and Genetics and Dean Emerita of the College of Agriculture and Life Sciences at Cornell University, Ithaca, New York | | Dean of the College of Agriculture and Life Sciences at Cornell University |
Russell J. Horner(2)(3)(4) Vancouver, British Columbia, Canada | | 2004 | | Corporate Director | | Same as present |
David J. Lesar(1)(4) Dubai, United Arab Emirates | | 2010 | | Board Chair, President and Chief Executive Officer of Halliburton Company | | Same as present |
John E. Lowe(1)(3) Houston, Texas, United States | | 2010 | | Assistant to the Chief Executive Officer of ConocoPhillips | | Executive Vice President of Exploration & Production, Executive Vice President of Commercial of ConocoPhillips |
A. Anne McLellan, P.C.(1) (4) Edmonton, Alberta, Canada | | 2006 | | Corporate Director, Counsel at Bennett Jones LLP | | Same as present |
Derek G. Pannell(2)(4) Bathurst, New Brunswick, Canada | | 2008 | | Corporate Director | | Managing Partner, Brookfield Asset Management, Inc. (part-time basis); Corporate Director |
42
| | | | | | |
Directors (Name and Municipality of
Residence) | | Director
Since | | Present principal occupation or
employment | | Prior principal occupation or
employment within the preceding
five years |
Michael M. Wilson Bragg Creek, Alberta, Canada | | 2003 | | President & Chief Executive Officer of Agrium | | Same as present |
Victor J. Zaleschuk, CA(1)(2) Calgary, Alberta, Canada | | 2002 | | Corporate Director | | Same as present |
| | (1) | Member of the Audit Committee |
| | (2) | Member of the Human Resources & Compensation Committee |
| | (3) | Member of the Corporate Governance & Nominating Committee |
| | (4) | Member of the Environment, Health, Safety & Security Committee |
Officers
| | | | |
Officers (Name and Municipality of Residence) | | Present position with the Company and Principal Occupation | | Prior principal occupation or employment within the preceding five years |
Michael M. Wilson Bragg Creek, Alberta, Canada | | President & Chief Executive Officer | | Same as present |
Gary J. Daniel Calgary, Alberta, Canada | | Corporate Secretary & Senior Legal Counsel | | Assistant Corporate Secretary & Senior Legal Counsel, Agrium |
Stephen G. Dyer Calgary, Alberta, Canada | | Executive Vice President & Chief Financial Officer | | Vice President, Retail West Region, Agrium; Manager, Western Retail Crop Production Services, Inc. (a wholly-owned subsidiary of Agrium) and, prior thereto, Vice President, Manufacturing, Agrium |
Patrick J. Freeman Calgary, Alberta, Canada | | Vice President, Corporate Development & Strategy | | Vice President & Treasurer |
Richard L. Gearheard Fort Collins, Colorado, United States | | Senior Vice President and President, Retail Business Unit | | Same as present |
James M. Grossett Bragg Creek, Alberta, Canada | | Senior Vice President, Human Resources | | Same as present |
Kevin R. Helash High River, Alberta, Canada | | Vice President, Retail Canada/Pacific North West Region | | Vice President, Marketing & Distribution and, prior thereto, Senior Director, NAW Sales, Agrium |
Angela S. Lekatsas Calgary, Alberta, Canada | | Vice President & Treasurer | | Vice President, Corporate Controller & Chief Risk Officer and, prior thereto, Controller; Manager Corporate Reporting, Agrium |
Charles V. Magro Calgary, Alberta, Canada | | Executive Vice President, Corporate Development & Chief Risk Officer | | Vice President & Chief Risk Officer and, prior thereto, Vice President, Manufacturing, Agrium and, prior thereto, Vice President, Feedstocks, Nova Chemicals Corporation; Vice President, Investor Relations, Nova Chemicals Corporation; Director of Polyethylene, Nova Chemicals Corporation |
Eric B. Miller Calgary, Alberta, Canada | | Senior Vice President & Chief Legal Officer | | Senior Vice President, General Counsel and Secretary, Nexen Inc.; Vice President, General Counsel and Secretary, Nexen Inc.; Division Vice President and Chief Legal Counsel, Nexen Inc. |
Andrew K. Mittag Calgary, Alberta, Canada | | Senior Vice President and President, Agrium Advanced Technologies Business Unit | | Senior Vice President, Corporate Development & Strategy, Agrium |
Leslie A. O’Donoghue Calgary, Alberta, Canada | | Executive Vice President, Operations | | Chief Legal Officer & Senior Vice President, Business Development and, prior thereto, Senior Vice President, General Counsel & Corporate Secretary, Agrium |
Fredrick R. Thun Calgary, Alberta, Canada | | Vice President & Corporate Controller | | Senior Director, Corporate Planning & Analysis, Agrium |
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| | | | |
Officers (Name and Municipality of Residence) | | Present position with the Company and Principal Occupation | | Prior principal occupation or employment within the preceding five years |
Thomas E. Warner Rio, Illinois, United States | | Vice President, Retail Distribution, Agrium; President of Crop Production Services, Inc. | | Vice President of Crop Production Services, Inc. |
Bruce G. Waterman Calgary, Alberta, Canada | | Executive Vice President, International Development | | Executive Vice President and Chief Strategy Development & Investment Officer, and prior thereto, Senior Vice President, Finance & Chief Financial Officer, Agrium |
Ron A. Wilkinson Bragg Creek, Alberta, Canada | | Senior Vice President and President, Wholesale Business Unit | | Same as present |
Directors and officers as a group beneficially own, or control or direct, directly or indirectly, approximately 382,780 common shares of the Company or 0.24 percent of the common shares of the Company outstanding as at December 31, 2011.
10.2 CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS
No director or executive officer of the Company is, as at February 23, 2012, or has been within the ten years prior to February 23, 2012, a director, chief executive officer or chief financial officer of any company (including the Company), that:
| | • | | was subject to an order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or |
| | • | | was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer. |
For the purposes of the above, “order” means any of the following that was in effect for a period of more than thirty consecutive days:
| | • | | an order similar to a cease trade order; or |
| | • | | an order that denied the relevant company access to an exemption under securities legislation. |
Except as set out below, no director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company:
| | • | | is, as at February 23, 2012, or has been within the ten years prior to February 23, 2012, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver manager or trustee appointed to hold its assets; or |
| | • | | has, within the ten years before February 23, 2012, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder. |
Mr. Lesar served on the Board of Directors of Mirant Corporation (“Mirant”) commencing in 2000. In July 2003, Mirant filed for Chapter 11 bankruptcy proceedings inIn re Mirant Corporation, et al., Case #03-46590 (DML) United States Bankruptcy Court of the Northern District of Texas, Ft. Worth Division. The Court approved Mirant’s Plan of Reorganization in December 2005, with an effective date of January 2006. As part of the Plan of Reorganization, Mirant’s management retained a new Board of Directors. Mr. Lesar did not join the new Board of Directors of Mirant, which resulted in his resignation in January 2006.
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10.3 CONFLICTS OF INTEREST
To the knowledge of the Company, no director or officer of the Company has an existing or potential material conflict of interest with the Company or any of its subsidiaries, joint ventures or partnerships.
ITEM 11 – PROMOTERS
During the two most recently completed financial years, no person or company has been a promoter of the Company.
ITEM 12 – LEGAL PROCEEDINGS AND REGULATORY ACTIONS
From time to time we become involved in legal or administrative proceedings in the normal conduct of our business. Our assessment of the likely outcome of these matters is based on our judgment of a number of factors, including experience with similar matters, past history, precedents, relevant financial, scientific and other evidence, and facts specific to the matter. We do not believe that these matters in aggregate will have a material effect on our consolidated financial position or results of operations.
Our assessment of specific litigation matters at February 23, 2012 is set out below.
Oil-For-Food Programme
On June 27, 2008 the Iraqi government filed a civil lawsuit in the U.S. against AWB and 92 other parties alleging that the defendants participated in an illegal conspiracy to divert funds from the United Nations Oil-For-Food Programme (“OFFP”) escrow account. The lawsuit seeks total damages in excess of $10-billion from the defendants, jointly and severally, as well as treble damages under the U.S. Racketeer Influenced and Corrupt Organizations Act. As to AWB specifically, the lawsuit alleges that AWB unlawfully diverted more than $232-million from the OFFP escrow account. AWB and a number of other defendants filed a motion to dismiss the complaint in January 2010, and there have been no material developments in the case since the motion to dismiss was filed. Although the outcome cannot be predicted, as of February 23, 2012, Agrium does not expect any material financial impact from the lawsuit. If the case against AWB is not dismissed, an adverse decision could have a material effect on AWB and on Agrium’s consolidated financial position and results.
Mine Sites in Idaho and Manitoba
Refer to discussion on page 18. We are actively seeking to resolve these matters. Resolution may require us to undertake various remediation or other actions or to pay penalties; however ultimate resolution depends on the outcome of investigations, discussions and evaluations and possibly settlement or litigation. The matters have not reached a stage where we are able to determine a range of possible outcomes or our obligations or where the nature or costs of ultimate resolution are known or can be reliably estimated.
Potash Litigation
During 2008, six separate class action complaints were filed against us and a number of unrelated defendants. The complaints generally allege that the defendants engaged in anti-competitive activity respecting their potash business. The plaintiffs seek injunctive relief and to recover unspecified amounts of damages. We believe that the allegations are without merit. At February 23, 2012, the potential exposure of these lawsuits is indeterminable.
ITEM 13 – INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
To the knowledge of the Company, the Company confirms that, as of February 23, 2012, there were no directors or executive officers of the Company or any associate or affiliate of a director or executive officer of the Company with any material interest, direct or indirect, in any transaction within the three most recently completed financial years or during the current financial year that has materially affected or is reasonably expected to materially affect the Company.
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ITEM 14 – TRANSFER AGENT, REGISTRAR, AND TRUSTEES
| | |
* The registrar and transfer agent is CIBC Mellon Trust
Company Canadian Stock Transfer Company Inc. | | The trustee for the Company’s unsecured notes and debentures: |
P.O. Box 700 | | The Bank of New York Mellon |
Station B | | Bondholder Relations |
Montreal, Quebec, Canada H3B 3K3 | | 111 Sanders Creek Parkway |
Telephone | | East Syracuse, NY, USA, 13057 |
Outside North America (416) 682-3860 | | 1-800-254-2826 |
Inside North America (800) 387-0825 | | |
| * Canadian Stock Transfer Company Inc. acts as the Administrative Agent for CIBC Mellon Trust Company. | | |
ITEM 15 – MATERIAL CONTRACTS
To the knowledge of the Company, no material contracts require disclosure under this Item.
ITEM 16 – INTEREST OF EXPERTS
16.1 NAMES OF EXPERTS
The Consolidated Financial Statements of the Company as at and for the year ended December 31, 2011, certain notes to which are incorporated by reference herein, have been audited by KPMG LLP.
A. Dave Mackintosh, P. Geo., of ADM Consulting Limited and Erika D. Stoner, P.Eng., an employee of Agrium, each prepared certain sections of the Vanscoy Technical Report dated February 15, 2012 in accordance with NI 43-101 on behalf of the Company.
16.2 INTERESTS OF EXPERTS
As of February 23, 2012, KPMG LLP have confirmed that they are independent with respect to the Company (and its associates or affiliates) within the meaning of the Rules of Professional Conduct of Institute of Chartered Accountants of Alberta and within the meaning of the U.S. Securities Act of 1933 and the applicable rules and regulations thereunder adopted by the Securities and Exchange Commission and the Public Company Accounting Oversight Board (United States).
As of February 23, 2012, A. Dave Mackintosh, P.Geo., ADM Consulting Limited and the partners, employees and consultants of ADM Consulting Limited, did not hold any registered or beneficial interests, directly or indirectly, in the securities of the Company or its associates or affiliates.
Erika D. Stoner, P.Eng., is an employee of Agrium and holds beneficially, directly or indirectly, less than 1% of any class of the Company’s securities.
ITEM 17 – AUDIT COMMITTEE
17.1 AUDIT COMMITTEE CHARTER
Attached, as Schedule 17.1, is the Charter for the Company’s Audit Committee.
17.2 COMPOSITION OF THE AUDIT COMMITTEE
Members of the Audit Committee are Victor J. Zaleschuk (Chair), Russell K. Girling, David J. Lesar, John E. Lowe and A. Anne McLellan. Each member of the Audit Committee is independent and financially literate.
46
17.3 RELEVANT EDUCATION AND EXPERIENCE OF MEMBERS OF THE AUDIT COMMITTEE
| | |
| Name | | |
| (Director Since) | | Principal Occupation and Full Biography |
Mr. Victor J. Zaleschuk B.Comm., CA Calgary, Alberta, Canada (October 3, 2002) Other Public Directorships • Nexen Inc., an energy company (TSX, NYSE) • Cameco Corporation, a uranium company (TSX, NYSE) | | Mr. Zaleschuk is the Board Chair of Cameco Corporation. Mr. Zaleschuk is also the former President and Chief Executive Officer of Nexen Inc. Prior to becoming President of Nexen Inc., Mr. Zaleschuk was a Senior Vice President and Chief Financial Officer of Nexen Inc. Before joining Nexen Inc., Mr. Zaleschuk was a senior financial executive in the energy sector. |
| | |
Mr. Russell K. Girling B. Comm., M.B.A. (Finance) Calgary, Alberta, Canada (May 9, 2006) Other Public Directorships • TransCanada Corporation, a diversified energy and pipeline company (TSX, NYSE) | | Mr. Girling is the President and Chief Executive Officer of TransCanada Corporation, a diversified energy and pipeline company (having been appointed in July 2010), and the former Chief Operating Officer of TransCanada Corporation. Mr. Girling is a former Chairman of each of the Interstate Natural Gas Association of America (INGAA) and the Natural Gas Council (NGC), and a former director of the Canadian Energy Pipeline Association (CEPA). Mr. Girling is the former Board Chair and Chief Executive Officer of TC Pipelines GP, Inc., (the general partner of TC Pipelines, L.P. (a pipeline limited partnership)), a former Board Chair of TransCanada Power, L.P. (now EPCOR Power L.P.), and a former director of Bruce Power Inc. (a nuclear power company). Mr. Girling was previously President, Pipelines, of TransCanada Corporation, President of TransCanada Gas Services, a division of TransCanada Corporation, Executive Vice President, Power of TransCanada Energy, and Executive Vice President, Corporate Development & Chief Financial Officer of TransCanada Corporation. Mr. Girling is also a former director of the Alberta Children’s Hospital Fund. |
| | |
Mr. David J. Lesar B.Sc., M.B.A., C.P.A. Dubai, United Arab Emirates (May 12, 2010) Other Public Directorships • Halliburton Company, a global oilfield service company (NYSE) | | Mr. Lesar is, and has been since 2000, Chairman, President and Chief Executive Officer of Halliburton Company (a global oilfield service company). Mr. Lesar serves on the Board of Directors of the American Petroleum Institute, and is a former director of Lyondell Chemical Company (a chemical manufacturing company), and Mirant Corporation (a power company). |
47
| | |
| Name | | |
| (Director Since) | | Principal Occupation and Full Biography |
Mr. John E. Lowe B.Sc. (Finance & Accounting) Houston, Texas, U.S.A. (May 12, 2010) Other Public Directorships • DCP Midstream GP, LLC, the general partner of DCP Midstream Partners L.P., a midstream energy partnership (NYSE) | | Mr. Lowe is currently Assistant to the Chief Executive Officer of ConocoPhillips (an integrated energy company), after having been Executive Vice President of Exploration & Production from September 2007 to October 2008, Executive Vice President of Commercial from April 2006 to September 2007, Executive Vice President of Planning, Strategy and Corporate Affairs from August 2002 to April 2006, and has held various executive and managerial positions with ConocoPhillips for more than 25 years. He is currently a director of DCP Midstream, LLC (a midstream energy company) and a former director of Chevron Phillips Chemical Co. LLC (a global petrochemicals company). Mr. Lowe is a member of the Board of Trustees for the Houston Museum of Natural Science, is on the Texas Children’s Hospital West Campus Advisory Council, and is a former director of the National Association of Manufacturers. |
| | |
Ms. A. Anne McLellan, P.C. B.A., LL.B, LL.M Edmonton, Alberta, Canada (September 28, 2006) Other Public Directorships • Nexen Inc., an energy company (TSX, NYSE) • Cameco Corporation, a uranium company (TSX, NYSE) | | Ms. McLellan, a four-term Member of Parliament for Edmonton Centre, has approximately 30 years of political, policy making, and legal experience. Ms. McLellan served as Deputy Prime Minister from December 2003 to January 2006 and throughout her career has held numerous ministerial posts, including Minister of Natural Resources, Minister of Justice and Attorney General, Minister of Health and the first Minister of Public Safety and Emergency Preparedness. Ms. McLellan is the Distinguished Scholar in Residence at the Institute for United States Policy Studies at the University of Alberta. Ms. McLellan is a director of the Edmonton Regional Airports Authority, a director of Canadian Business for Social Responsibility (CBSR), a member of the TD Securities Energy Advisory Board, Counsel at the law firm of Bennett Jones LLP, and a member of various charitable and community boards. Ms. McLellan taught law at the Universities of New Brunswick and Alberta. Ms. McLellan holds a Bachelor of Arts and a Bachelor of Laws degree from Dalhousie University and a Masters of Law degree from King’s College, University of London. |
17.4 PRE-APPROVAL POLICIES AND PROCEDURES
The Company has adopted a written policy pursuant to which the Company’s Audit Committee pre-approves all audit services and permitted non-audit services provided to the Company by the Company’s independent auditors. The pre-approved services specified in such policy are reviewed annually, and the audit and non-audit
48
services to be provided by the Company’s independent auditors, as well as the budgeted amounts for such services, are also pre-approved annually. The Audit Committee has also delegated to the Chair of the Audit Committee, who is independent, the authority to act on behalf of the Audit Committee with respect to the pre-approval of all audit and permitted non-audit services provided by its external auditors from time to time. Any approvals by the Chair are reported to the full Audit Committee at its next meeting.
17.5 EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)
The following table sets out the fees billed to us by KPMG LLP and its affiliates for professional services in each of the years ended December 31, 2010 and 2011. During these years, KPMG LLP was the Company’s only external auditor.
| | | | | | | | |
| Category | | Year Ended December 31, | |
| | | 2011 | | | 2010 | |
| | | CAD$ | | | CAD$ | |
Audit Fees(1) | | | 4,690,000 | | | | 3,080,000 | |
Audit-Related Fees | | | NIL | | | | NIL | |
Tax Fees(2) | | | 633,000 | | | | 490,000 | |
All Other Fees | | | NIL | | | | NIL | |
Total | | | 5,323,000 | | | | 3,570,000 | |
| (1) | For professional services rendered by KPMG LLP for the audit and review of the Company’s financial statements or services that are normally provided by KPMG LLP in connection with statutory and regulatory filings or engagements. |
| (2) | For professional services rendered by KPMG LLP for tax compliance, tax advice and tax planning with respect to Canadian, U.S. and international jurisdictions; review of tax filings; assistance with the preparation of tax filings; tax advice relating to potential asset and business acquisitions/combinations; and other tax planning, compliance, and transaction services. |
ITEM 18 – ADDITIONAL INFORMATION
Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities, and securities authorized for issuance under equity compensation plans, where applicable, is provided in the Company’s information circular for its most recent annual meeting of shareholders that involved the election of directors, and additional financial information as provided in the Company’s consolidated financial statements and MD&A for its most recently completed financial year.
Additional information relating to Agrium may be found on the Company’s website atwww.agrium.com, on the Canadian Securities Administrators’ website atwww.sedar.com and on the EDGAR section of the United States Securities and Exchange Commission’s website atwww.sec.gov.
49
SCHEDULE 17.1
AGRIUM INC.
AUDIT COMMITTEE
CHARTER
PART I
Establishment of Committee
The Audit Committee (the “Committee”) is established by the Board of Directors primarily for the purpose of overseeing the accounting and financial reporting processes of the Corporation and the reviews and audits of the financial statements of the Corporation.
The Audit Committee shall assist the Board of Directors in fulfilling the Board’s oversight responsibilities by monitoring, among other things:
| | (a) | the quality and integrity of the financial statements and related disclosure of the Corporation; |
| | (b) | compliance by the Corporation with legal and regulatory requirements that could have a material effect upon the financial position of the Corporation and that are not subject to the oversight of another committee of the Board; |
| | (c) | the independent auditor’s qualifications and independence; and |
| | (d) | the performance of the Corporation’s internal audit function and independent auditor. |
| 2. | Composition of Committee |
The Committee shall consist of as many members as the Board shall determine, but in any event not fewer than three directors, provided that each member of the Committee shall be determined by the Board to be:
| | (a) | an independent director for the purposes of and pursuant to the Corporation’s Corporate Governance Guidelines; |
| | (b) | an “independent” director as defined in and for the purposes of any applicable governance guidelines or listing standards of any stock or securities exchange upon which the securities of the Corporation are from time to time listed; |
| | (c) | an “independent” director for the purposes of any applicable corporate, securities or other legislation or any rule, regulation, instrument, policy, guideline or interpretation under such legislation; and |
At least one member of the Committee shall have accounting or related financial management experience or expertise. The Committee shall be entitled to take any action at a meeting of the Committee in the absence of such member or members.
No member of the Committee shall serve on the audit committees of more than two other public companies, unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the Corporation’s Audit Committee and discloses such determination in the Corporation’s annual management proxy circular.
| 3. | Appointment of Committee Members |
The members of the Committee shall be appointed by the Board on the recommendation of the Corporate Governance & Nominating Committee. The members of the Committee shall be appointed at the time of each annual meeting of Shareholders, and shall hold office until the next annual meeting, or until they are removed by the Board or until they cease to be directors of the Corporation.
50
PART II
Committee Procedure
Where a vacancy occurs at any time in the membership of the Committee, it may be filled by the Board on the recommendation of the Corporate Governance & Nominating Committee and shall be filled by the Board if the membership of the Committee is fewer than three directors. The Board may remove and replace any member of the Committee.
The Board shall appoint a Chair for the Committee. The Chair may be removed and replaced by the Board.
If the Chair is not present at any meeting of the Committee, one of the other members of the Committee present at the meeting shall be chosen by the Committee to preside at the meeting.
The Corporate Secretary or such other person acceptable to the members shall act as Secretary to the Committee.
The Chair, in consultation with the Committee members, shall determine the schedule and frequency of the Committee meetings, provided that the Committee shall meet at least quarterly. The Committee at any time may, and at each regularly scheduled Committee meeting shall, meet alone without management present, and shall meet separately with each of senior management, the independent auditor, the Director, Internal Audit, and the Chief Legal Officer (or such individuals in similar capacities or positions who perform substantially similar functions). The Committee shall also meet separately with the independent auditor at every regularly scheduled meeting of the Committee at which the independent auditor is present. Any member of the Committee may move the Committee in camera at any time during the course of a meeting, and a record of any decisions made in camera shall be maintained by the Committee Chair.
The Chair, any two members of the Committee, the Director, Internal Audit (or such individual in a similar capacity or position who performs a substantially similar function), the independent auditor or the Chief Executive Officer may call a special meeting of the Committee.
Three members of the Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak to each other, shall constitute a quorum.
Notice of the time and place of every meeting shall be given in writing or by e-mail or facsimile communication to each member of the Committee at least 24 hours prior to the time fixed for such meeting; provided, however, that a member may in any manner waive notice of a meeting and attendance of a member at a meeting is a waiver of notice of the meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
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The Chair shall develop and set the Committee’s agenda, in consultation with other members of the Committee, the Board and management. The agenda and information concerning the business to be conducted at each Committee meeting shall, to the extent practical, be communicated to the members of the Committee sufficiently in advance of each meeting to permit meaningful review.
The Committee shall have the power to delegate its authority and duties to subcommittees or individual members of the Committee as it deems appropriate.
In discharging its responsibilities, the Committee shall have full access to all books, records, facilities and personnel of the Corporation.
| 15. | Attendance of Officers at a Meeting |
At the invitation of the Chair of the Committee, one or more officers or employees of the Corporation may, and if required by the Committee shall, attend a meeting of the Committee.
| 16. | Procedure, Records and Reporting |
The Committee shall fix its own procedure at meetings, keep records of its proceedings and report to the Board when the Committee may deem appropriate (but not later than the next meeting of the Board). Without limiting the foregoing, the Committee shall report to the Board any issues that arise with respect to the quality or integrity of the Corporation’s financial statements, the Corporation’s compliance with legal or regulatory requirements within the Committee’s purview, the performance and independence of the Corporation’s independent auditors, or the performance of the internal audit function.
| 17. | Outside Consultants or Advisors |
The Committee when it considers it necessary or advisable, may retain, at the Corporation’s expense, outside consultants or advisors to assist or advise the Committee independently on any matter within its mandate. The Committee shall have the sole authority to retain or terminate such consultants or advisors, including the sole authority to approve the fees and other retention terms for such persons.
PART III
Mandate of Committee
| 18. | Oversight in Respect of Financial Disclosure and Accounting Practices |
The Committee, to the extent required by applicable laws or rules, or otherwise considered by the Committee to be necessary or appropriate, shall:
| | (a) | meet with management and the independent auditor to review and discuss, and to recommend to the Board for approval prior to public disclosure, the audited annual financial statements, including reviewing the specific disclosures in management’s discussion and analysis of financial condition and results of operations; |
| | (b) | review, discuss with management and the independent auditor, and recommend to the Board for approval prior to public disclosure: |
| | (i) | the annual information form; |
| | (ii) | the portions of the management proxy circular, for any annual or special meeting of shareholders, containing significant information within the Committee’s mandate; |
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| | (iii) | all financial statements included in prospectuses or other offering documents; |
| | (iv) | all prospectuses and all documents which may be incorporated by reference in a prospectus, other than any pricing supplement issued pursuant to a shelf prospectus; and |
| | (v) | any significant financial information respecting the Corporation contained in a material change report. |
| | (c) | meet with management and the independent auditor to review and discuss, and to approve prior to public disclosure, the unaudited quarterly financial statements, including reviewing the specific disclosures in management’s discussion and analysis of financial condition and results of operations, and the quarterly interim reports; |
| | (d) | review, discuss with management and the independent auditor, and approve prior to public disclosure: |
| | (i) | any unaudited interim financial statements, other than quarterly statements; and |
| | (ii) | any audited financial statements, other than annual statements, required to be prepared regarding the Corporation or its subsidiaries or benefit plans if required to be made publicly available or filed with a regulatory agency; |
| | (e) | review and discuss with management and the independent auditor prior to public disclosure: |
| | (i) | each press release that contains significant financial information respecting the Corporation or contains estimates or information regarding the Corporation’s future financial performance or prospects; |
| | (ii) | the type and presentation of information to be included in such press releases (in particular, the use of “pro forma” or “adjusted” non-GAAP information); and |
| | (iii) | financial information and earnings guidance provided to analysts and rating agencies; |
provided, however, that such discussion may be done generally (consisting of discussing the types of information to be disclosed and the types of presentations to be made) and that the Committee need not discuss in advance each instance in which the Corporation may provide earnings guidance or presentations to rating agencies;
| | (f) | receive and review reports from the Corporation’s Disclosure Committee; |
| | (g) | review with management and the independent auditor major issues regarding accounting principles and financial statement presentations, including any significant changes in the Corporation’s selection or application of accounting principles, and major issues as to the adequacy of the Corporation’s internal controls and any special audit steps adopted in light of material control deficiencies; |
| | (h) | based on its review with management and the independent auditor, satisfy itself as to the adequacy of the Corporation’s procedures that are in place for the review of the Corporation’s public disclosure of financial information that is extracted or derived from the Corporation’s financial statements, and periodically assess the adequacy of those procedures; |
| | (i) | review with management and the independent auditor (including those of the following that are contained in any report of the independent auditor): (1) any analyses prepared by management or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements; (2) all critical accounting policies and practices to be used by the Corporation in preparing its financial statements; (3) all material alternative treatments of financial information within GAAP that have been discussed with management, ramifications of the use of these alternative treatments, and the treatment preferred by the independent auditor; and (4) other material communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences; |
| | (j) | review with management and the independent auditor the effect of regulatory and accounting initiatives as well as off-balance sheet structures and transactions on the Corporation’s financial statements; |
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| | (k) | review the plans of management, the independent auditor and the Director, Internal Audit (or such individual in a similar capacity or position who performs a substantially similar function), regarding any significant changes in accounting practices or policies and the financial and accounting impact thereof; |
| | (l) | review with management, the independent auditor and, if necessary, legal counsel, any litigation, claim or contingency, including tax assessments, that could have a material effect upon the financial position of the Corporation, and the manner in which these matters have been disclosed in the financial statements; |
| | (m) | review disclosures by the Corporation’s Chief Executive Officer and Chief Financial Officer during their certification process about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Corporation’s internal controls; |
| | (n) | discuss with management the Corporation’s material financial risk exposures and the steps management has taken to monitor and control such exposures, including the Corporation’s financial risk assessment and financial risk management policies; and |
| | (o) | periodically meet with management separately from the Director, Internal Audit (or such individual in a similar capacity or position who performs a substantially similar function), and the independent auditor to discuss matters within the Committee’s purview. |
| 19. | Oversight in Respect of the Independent Auditor |
Subject to confirmation by the independent auditor of its compliance with Canadian and U.S. regulatory registration requirements, the Committee shall be directly responsible (subject to Board confirmation) for the appointment of the independent auditor for the purpose of preparing or issuing any audit report or performing other audit, review or attest services for the Corporation, such appointment to be confirmed by the Corporation’s shareholders at each annual meeting. The Committee shall also be directly responsible (subject to Board confirmation) for the approval of fees to be paid to the independent auditor for audit services, and shall pre-approve the retention of the independent auditor for any permitted non-audit service. The Committee shall also be directly responsible for the retention and oversight of the services of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation. The independent auditor shall report directly to the Committee.
The Committee, to the extent required by applicable laws or rules, or otherwise considered by the Committee to be necessary or appropriate, shall:
| | (a) | review at least annually the independence of the independent auditor, including the independent auditor’s formal written statement of independence delineating all relationships between itself and the Corporation, review all such relationships, and consider applicable auditor independence standards; |
| | (b) | consider whether, in order to assure continuing auditor independence, there should be regular rotation of the auditing firm itself; |
| | (c) | ensure the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
| | (d) | review at least annually the independent auditor’s written report on its own internal quality control procedures; any material issues raised by the most recent internal quality control review, or peer review, of the independent auditor, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the independent auditor, and any steps taken to deal with such issues; |
| | (e) | review and evaluate the experience, qualifications and performance of the senior members of the audit team of the independent auditor; |
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| | (f) | evaluate annually the performance of the independent auditor, including the lead partner, taking into account the opinions of management and the Director, Internal Audit (or such individual in a similar capacity or position who performs a substantially similar function), and report to the Board on its conclusions regarding the independent auditor and its recommendation for appointment of the independent auditor for the purpose of preparing or issuing any report or performing other audit, review, or attest services for the Corporation; |
| | (g) | meet with the independent auditor prior to the annual audit to review the planning and staffing of the audit; |
| | (h) | review with the independent auditor the adequacy and appropriateness of the accounting policies used in preparation of the financial statements; |
| | (i) | periodically meet separately with the independent auditor to review any problems or difficulties that the independent auditor may have encountered and management’s response, specifically: |
| | (i) | any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to requested information, and any significant disagreements with management; and |
| | (ii) | any changes required in the planned scope of the audit; and |
| | (iii) | the responsibilities, budget, and staffing of the internal audit function; and report to the Board on such meetings; |
| | (j) | when applicable, review the annual post-audit or management letter from the independent auditor and management’s response and follow-up in respect of any identified weakness; |
| | (k) | inquire regularly of management and the independent auditor whether there have been any significant issues between them regarding financial reporting or other matters and how they have been resolved, and intervene in the resolution if required; |
| | (l) | receive and review annually the independent auditor’s report on management’s evaluation of internal controls and procedures for financial reporting; |
| | (m) | review the engagement reports of the independent auditor on unaudited financial statements of the Corporation; and |
| | (n) | review and approve the Corporation’s hiring policies regarding partners and employees and former partners and employees of the present and former independent auditor, (as more particularly described in Exhibit “A” attached hereto, as may be amended from time to time), including those policies that may have a material impact on the financial statements, pre-approve the hiring of any partner or employee or former partner or employee of the independent auditor who was a member of the Corporation’s audit team during the preceding three fiscal years and, in addition, pre-approve the hiring of any partner or employee or former partner or employee of the independent auditor (within the preceding three fiscal years) for senior positions within the Corporation, regardless whether that person was a member of the Corporation’s audit team. |
| 20. | Oversight in Respect of Audit and Non-Audit Services |
The Committee, to the extent required by applicable laws or rules, or otherwise considered by the Committee to be necessary or appropriate, shall:
| | (a) | have the sole authority to pre-approve all audit services (which may entail providing comfort letters in connection with securities underwritings) and all permitted non-audit services, provided that the Committee need not approve in advance non-audit services where: |
| | (i) | the aggregate amount of all such non-audit services provided to the Corporation constitutes not more than 5% of the total amount of revenues paid by the Corporation to the independent auditor during the fiscal year in which the non-audit services are provided; and |
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| | (ii) | such services were not recognized by the Corporation at the time of the engagement to be non-audit services; and |
| | (iii) | such services are promptly brought to the attention of the Committee and approved prior to the completion of the audit by the Committee or by one or more members of the Committee to whom authority to grant such approvals has been delegated by the Committee; |
| | (b) | disclose, through the Corporation’s periodic reports filed with applicable regulatory agencies, the approval by the Committee of a non-audit service to be performed by the independent auditor; and |
| | (c) | if the Committee so chooses, delegate to one or more designated members of the Committee the authority to grant pre-approvals required by this section, provided that the decision of any member to whom authority is delegated to pre-approve a service shall be presented to the Committee at its next scheduled meeting. |
If the Committee approves an audit service within the scope of the engagement of the independent auditor, such audit service shall be deemed to have been pre-approved for purposes of this section.
| 21. | Oversight in Respect of the Internal Audit Function |
The Committee, to the extent required by applicable laws or rules, or otherwise considered by the Committee to be necessary or appropriate, shall:
| | (a) | review the annual audit plans of Internal Audit; |
| | (b) | review the significant findings prepared by Internal Audit and recommendations issued by any external party relating to internal audit issues, together with management’s response thereto; |
| | (c) | monitor compliance with the Corporation’s conflicts-of-interest policies that may have a material impact on the financial statements; |
| | (d) | review the adequacy of the resources of Internal Audit to ensure the objectivity and independence of the internal audit function; |
| | (e) | consult with management on management’s appointment, replacement, reassignment or dismissal of Internal Audit; |
| | (f) | periodically review executive officers’ expenses and aircraft usage reports; and |
| | (g) | ensure that the Director, Internal Audit (or such individual in a similar capacity or position who performs a substantially similar function) has access to the Chair, the Chair of the Board, the Chief Executive Officer, and the Chief Financial Officer, and periodically meet separately with the Director, Internal Audit (or such individual in a similar capacity or position who performs a substantially similar function) to review any problems or difficulties he or she may have encountered and specifically: |
| | (i) | any difficulties that were encountered in the course of the audit work, including restrictions on the scope of activities or access to required information, and any disagreements with management; |
| | (ii) | any changes required in the planned scope of the internal audit; and |
| | (iii) | the internal audit function’s responsibilities, budget and staffing; |
and report to the Board on such meetings.
| 22. | Oversight in Respect of Legal and Regulatory Compliance |
The Committee, to the extent required by applicable laws or rules, or otherwise considered by the Committee to be necessary or appropriate, shall:
| | (a) | review with the Chief Legal Officer (or such individual in a similar capacity or position who performs a substantially similar function) the Corporation’s compliance policies, legal matters, and any reports or inquiries received from regulators or governmental agencies that could have a material effect upon the financial position of the Corporation and that are not subject to the oversight of another committee of the Board; |
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| | (b) | establish procedures for (i) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters and (ii) the confidential, anonymous submissions by employees of the Corporation of concerns regarding questionable accounting or auditing matters; and |
| | (c) | periodically review the Corporation’s public disclosure policy. |
| 23. | Limitations on Oversight Function |
While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Corporation’s financial statements are complete and accurate or are in accordance with GAAP or IFRS. These are the responsibilities of management and the independent auditor. The Committee, its Chair, and any of its members who have accounting or related financial management experience or expertise are members of the Board of the Corporation appointed to the Committee to provide broad oversight of the financial risk and control related activities of the Corporation, and are specifically not accountable nor responsible for the day-to-day operation or performance of such activities. A member or members having accounting or related financial management experience or expertise, or being designated as an “audit committee financial expert”, does not impose a higher degree of individual responsibility or obligation on such member. Rather, the role of any such members, like the role of all Committee members, is to oversee the accounting and financial reporting processes and not to certify or guarantee the accuracy or completeness of the internal or external audit of the Corporation’s financial information or public disclosure.
| 24. | Funding for Audit and Oversight Functions |
The Committee shall have the sole authority to determine (subject to Board confirmation as required), and to require the Corporation to fund, (a) appropriate compensation to the independent auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services; (b) appropriate compensation to any advisors to the Committee; and (c) administrative expenses necessary or appropriate to carrying out the Committee’s duties.
The Committee’s performance shall be evaluated regularly, in accordance with a process developed by the Corporate Governance & Nominating Committee and approved by the Board, and the results of that evaluation shall be reported to the Corporate Governance & Nominating Committee and to the Board.
| 26. | Review of Committee’s Charter |
The Committee shall assess the adequacy of this Charter on an annual basis and recommend any changes to the Board.
The foregoing list of duties is not exhaustive, and the Committee may, in addition, perform such other functions as may be necessary or appropriate for the performance of its oversight responsibilities.
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EXHIBIT “A”
Hiring Policies Regarding Partners and Employees of the Independent Auditor
and Certain of Their Family Members
The hiring of current partners and employees or former partners and employees of the Corporation’s independent auditor or certain of their family members shall be subject to Committee approval in advance of hiring in the following circumstances:
| | (a) | the hiring, for any position within the Corporation, of anyone who has served as a partner or employee of the independent auditor and who was a member of the Corporation’s audit team during any of the preceding three fiscal years; or |
| | (b) | the hiring, for a senior position within the Corporation (including any accounting or financial reporting oversight role), of anyone who (i) has served as a partner or employee of the independent auditor during any of the preceding three fiscal years, regardless whether that person was a member of the Corporation’s audit team, or (ii) has served as a partner or employee of the independent auditor and (A) continues to influence the independent auditor’s operations or financial policies, (B) has capital balances in the independent auditor, or (C) has financial arrangements with the independent auditor other than a fully funded retirement plan providing the regular payment of fixed sums; or |
| | (c) | the hiring, for any accounting or financial reporting oversight role within the Corporation, of the spouse or spousal equivalent, parent, dependent, non-dependent child, or sibling of anyone who, during any of the preceding three fiscal years, has served as a partner or employee of the independent auditor and who (i) was a member of the Corporation’s audit team, (ii) supervised or had direct management responsibility for the audit (including at all successively senior levels through the independent auditor’s chief executive), (iii) evaluated the performance or recommended the compensation of the audit engagement partner, (iv) provided quality control or other oversight of the audit, (v) provided 10 or more hours of non-audit services to the Corporation (or expects so to provide), or (vi) served in the office of the independent auditor in which the lead audit engagement partner primarily practiced in connection with the audit. |
In considering whether to approve a proposed hiring under any of the foregoing circumstances, the Committee may take into account any advice by the Chief Legal Officer or the Corporate Secretary (or such officers in similar capacities or positions who performs substantially similar functions) of the Corporation that a proposed hiring is not barred by the independence standards applicable to independent auditors of issuers of securities listed on the Toronto Stock Exchange or the New York Stock Exchange.
The Chief Financial Officer shall report to the Committee annually, if applicable, any hiring during the preceding fiscal year of partners and employees of the Corporation’s independent auditor not falling within the foregoing circumstances, including the identity and position within the Corporation of such hired persons.
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