UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2016
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-14460
| A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
Agrium U.S. Retail 401(k) Savings Plan
4582 South Ulster Street, Suite 1700
Denver, CO 80237
| B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
Agrium Inc.
13131 Lake Fraser Drive Southeast
Calgary, Alberta
Canada T2J 7E8
AGRIUM U.S. RETAIL
401(k) SAVINGS PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
December 31, 2016 and 2015
(With Report of Independent Registered Public Accounting Firm Thereon)
AGRIUM U.S. RETAIL
401(k) SAVINGS PLAN
December 31, 2016 and 2015
Report of Independent Registered Public Accounting Firm
Agrium Pension Committee and Plan Administrator
Agrium U.S. Retail 401(k) Savings Plan
Calgary, Alberta, Canada
We have audited the accompanying statements of net assets available for benefits of Agrium U.S. Retail 401(k) Savings Plan (plan) as of December 31, 2016 and 2015, and the related statement of changes in net assets available for benefits for the year ended December 31, 2016. These financial statements are the responsibility of the plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement. The plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the plan’s control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Agrium U.S. Retail 401(k) Savings Plan as of December 31, 2016 and 2015, and the changes in net assets available for benefits for the year ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.
The supplemental information in the accompanying Schedule H, Line 4i-Schedule of Assets (Held at End of Year) as of December 31, 2016 has been subjected to audit procedures performed in conjunction with the audit of Agrium U.S. Retail 401(k) Savings Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but include supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information.
In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Eide Bailly LLP
Denver, Colorado
June 19, 2017
1
401(k) SAVINGS PLAN
Statements of Net Assets Available for Benefits
As of December 31
(U.S. dollars)
| 2016 | 2015 | |||||||
Assets | ||||||||
Investments at fair value (note 5): | ||||||||
Common trust funds | 400,327,326 | 355,053,877 | ||||||
Mutual funds | 319,787,691 | 302,041,406 | ||||||
Common stock | 46,151,713 | 41,368,121 | ||||||
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Total investments | 766,266,730 | 698,463,404 | ||||||
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Receivables: | ||||||||
Employer contributions | 13,125,924 | 13,437,425 | ||||||
Employee contributions | 1,432 | 7,940 | ||||||
Notes receivable from participants | 12,292,391 | 12,053,146 | ||||||
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Total receivables | 25,419,747 | 25,498,511 | ||||||
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Net assets available for benefits | 791,686,477 | 723,961,915 | ||||||
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See accompanying notes to the financial statements.
2
401(k) SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
Year ended December 31
(U.S. dollars)
| 2016 | ||||
Additions | ||||
Investment income: | ||||
Net realized and unrealized appreciation in fair value of investments | 54,038,817 | |||
Interest and dividends | 9,781,588 | |||
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| 63,820,405 | ||||
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Contributions: | ||||
Employer | 29,045,508 | |||
Participant | 29,546,123 | |||
Rollover | 3,065,864 | |||
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| 61,657,495 | ||||
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Interest income on notes receivable from participants | 533,828 | |||
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Total additions | 126,011,728 | |||
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Deductions | ||||
Distributions paid to participants | 53,921,507 | |||
Administrative expenses | 664,059 | |||
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Total deductions | 54,585,566 | |||
Net increase | 71,426,162 | |||
Affiliated plan transfers and other | (3,701,600 | ) | ||
Net assets available for benefits: | ||||
Beginning of year | 723,961,915 | |||
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End of year | 791,686,477 | |||
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See accompanying notes to the financial statements.
3
401(k) SAVINGS PLAN
Notes to the Financial Statements
December 31, 2016 and 2015
(U.S. dollars)
| 1. | PLAN DESCRIPTION |
The following description of the Agrium U.S. Retail 401(k) Savings Plan (Plan) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan’s provisions. Crop Production Services, Inc. (CPS or the Company) is an indirect subsidiary of the Plan sponsor, Agrium U.S. Inc., a subsidiary of Agrium Inc. (Agrium).
The Plan is a defined contribution plan established for the benefit of eligible employees of the Company and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
The trustee of the Plan at December 31, 2016 and prior to 2015 was T. Rowe Price Trust Company.
Agrium and PotashCorp entered into an agreement dated September 11, 2016 (the “Arrangement Agreement”), under which the companies will combine in a merger of equals into a newly incorporated parent entity (“New Parent”) to be formed to manage and hold the combined businesses of Agrium and PotashCorp. The Arrangement Agreement will be implemented by a proposed plan of arrangement (the “Arrangement”). Under the Arrangement, Agrium shareholders will receive 2.23 New Parent shares for each Agrium share held, and PotashCorp shareholders will receive 0.40 of a New Parent share for each PotashCorp share held. Following the completion of the Arrangement Agreement, Agrium and PotashCorp will become wholly-owned subsidiaries of New Parent and New Parent will continue the operations of Agrium and PotashCorp on a combined basis.
On November 3, 2016, shareholders of both Agrium and PotashCorp approved the Arrangement. The Arrangement is anticipated to be completed in mid-2017, subject to customary closing conditions including receipt of regulatory and court approvals. No decisions have been made as of June 19, 2017 regarding the impact of this transaction on the Plan.
| (a) | Participant eligibility, plan entry, and contributions |
Under the Plan, all full-time employees scheduled to work at least 20 hours per week are immediately eligible to participate in the Plan and may do so as soon as practical upon date of hire or status change. All employees designated as seasonal or temporary require 1,000 hours of service (in the first 12 months of employment) for participation and may enter the Plan on the quarterly entry date coincident with or next following completion of 1,000 hours of service. The Plan is administered by a committee of three or more persons appointed by the Company’s board of directors (the Plan Committee).
The Company contributes a matching contribution in the amount of 100% up to the first 4% of the participants’ elective compensation contributions. The Company may also make discretionary additional contributions based on financial results. For 2016, discretionary additional Company contributions totaled $12,522,646. Participants may elect to contribute up to 75% of their annual compensation, subject to annual Internal Revenue Code (IRC) limitations. Participants may also contribute amounts representing distributions from other qualified plans.
| (b) | Vesting |
Participant contributions to the Plan and earnings thereon are fully vested at all times. CPS company matching contributions (and associated earnings) are 100% vested without regard to participants’ years of
4
AGRIUM U.S. RETAIL
401(k) SAVINGS PLAN
Notes to the Financial Statements
December 31, 2016 and 2015
(U.S. dollars)
service. However, all discretionary additional CPS company contributions and earnings thereon vest to the participants based upon their years of service as follows:
Years of Service | Vesting Percentage | |||
Less than three | 50 | % | ||
Three or more | 100 | % | ||
Participants are 100% vested upon reaching age 65, death, or upon Plan termination, regardless of the participant’s years of service. Terminated participants forfeit nonvested amounts. Forfeitures are accumulated during the Plan year and may be used to reduce CPS company contributions or pay Plan administrative expenses. During 2016, there were no forfeitures applied to Company contributions. The balance of forfeited nonvested accounts was $197,545 at December 31, 2016 and was not significant in 2015. Refer to the Plan document for vesting provisions related to acquired plan account balance.
| (c) | Participant accounts |
Each participant’s account is credited with the participant’s contributions and allocations of (a) the CPS company contributions, (b) Plan earnings and losses, and (c) administrative expenses. Allocations are based on participant earnings or account balances, as defined in the Plan document. The benefit a participant is entitled to is the benefit that can be provided from the participant’s vested account.
| (d) | Distributions |
Distributions from the Plan may be made to a participant upon death, total disability, retirement, financial hardship or termination of employment. In-service withdrawals are also permitted after a participant attains age 59 1⁄2. CPS company contributions, if any, are subject to certain forfeiture provisions. Upon termination of employment, a participant whose vested account balance is greater than $1,000 may elect to receive a distribution of his or her account balance, leave the vested account balance in the Plan until a date not to exceed April 1 of the year following the year in which the participant reaches age 70 1⁄2, or request a direct rollover. A participant with a vested account balance that is $1,000 or less will be required to receive his or her account balance in cash as a lump-sum payment or roll their balance into an IRA or retirement plan of their choice. For all distributions, any portion of a participant’s account that is invested in Agrium Inc. common stock may be distributed in cash or in common shares of Agrium Inc., at the election of the participant.
Participants may make withdrawals, not to exceed their pretax contributions, to satisfy one of the immediate and heavy financial needs as described in the Plan document. However, participants may not defer salary for six months thereafter.
The designated beneficiary is entitled to a death benefit distribution equal to the participant’s vested account balance.
| (e) | Administrative expenses |
The Plan’s expenses are paid by either the Plan or the Company, as provided by the Plan document. Expenses that are paid directly by the Company are excluded from these financial statements. Certain expenses incurred in connection with the general administration of the Plan that are paid by the Plan are
5
AGRIUM U.S. RETAIL
401(k) SAVINGS PLAN
Notes to the Financial Statements
December 31, 2016 and 2015
(U.S. dollars)
recorded as deductions in the accompanying statement of changes in net asset available for benefits. In addition, certain investment related expenses are included in net appreciation of fair value of investments presented in the accompanying statement of changes in net assets available for benefits.
| (f) | Notes receivable from participants |
Participants may borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of 50 percent of their account balance or $50,000, reduced by (a) the participant’s highest outstanding loan balance from the Plan during the one-year period ending on the day before the loan is made and (b) the participant’s outstanding loan balance from the Plan on the day before the loan is made. Loans must be repaid within five years. The loans are secured by the balance in the participant’s account and bear interest at the prime rate plus one percent as published quarterly in the Wall Street Journal. Principal and interest is paid ratably through payroll deductions. A participant may have no more than one outstanding loan at any one time.
| (g) | Investment options |
Upon enrollment into the Plan, a participant may direct deferrals and employer contributions in any of the funds offered by the Plan. Participants may change their investment options daily.
| 2. | SIGNIFICANT ACCOUNTING POLICIES |
| (a) | Basis of presentation |
The accompanying financial statements have been prepared using the accrual basis of accounting.
| (b) | Use of estimates |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets during the reporting period. Actual results could differ from those estimates.
| (c) | Distributions |
Distributions are recorded when paid. Distributions of approximately $7,202 were requested, but not yet paid, at December 31, 2016.
| (d) | Valuation of investments and income recognition |
As of December 31, 2016 and 2015, the Plan’s investments are reported at fair value. Fair value is the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date.
A three level hierarchy is used to disclose assets and liabilities measured at fair value. Assets and liabilities are classified in their entirety based on the lowest level of input significant to the fair value measurement.
6
AGRIUM U.S. RETAIL
401(k) SAVINGS PLAN
Notes to the Financial Statements
December 31, 2016 and 2015
(U.S. dollars)
The three levels are defined as follows:
Level 1 – Observable inputs based on quoted prices (unadjusted) in active markets for identical assets and liabilities.
Level 2 – Observable inputs based on quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability, or inputs derived from or corroborated by observable market data by correlation or other means.
Level 3 – Unobservable inputs that reflect an entity’s own assumptions about what inputs a market participant would use in pricing the asset or liability based on the best information available in the circumstances.
The Plan’s investments are categorized as Level 1 and Level 2 as shown in note 5.
The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2016 and 2015.
Mutual funds: Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-ended mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value (NAV) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.
Common trust funds: Valued at fair value based on the NAV of the observable market prices of the underlying assets held by the fund less liabilities.
Common stock: Valued at the closing price reported on the active market on which the individual securities are traded.
The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine fair value of certain financial instruments would result in a different fair value measurement at the reporting date.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
| (e) | Notes receivable from participants |
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent notes receivable are reclassified as distributions based upon the terms of the Plan document. No allowance for credit losses has been recorded as of December 31, 2016 and 2015.
7
AGRIUM U.S. RETAIL
401(k) SAVINGS PLAN
Notes to the Financial Statements
December 31, 2016 and 2015
(U.S. dollars)
| 3. | TAX STATUS |
The Internal Revenue Service (IRS) has determined and informed the Company by a letter dated June 30, 2015, that the Plan and related trust were designed in accordance with the applicable regulations of the IRC. The Plan has since been amended. However, the Company and Plan management believe that the Plan is currently designed and operated in compliance with the applicable requirements of the IRC, and the Plan and related trust continue to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2016, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions. However, there are currently no audits for any tax periods in progress.
| 4. | PLAN TERMINATION |
Although the Company has not expressed any intent to terminate the Plan, it retains the right under the Plan to terminate it subject to the provisions of ERISA. The Plan provides that, upon termination, the net assets should be allocated among the Plan’s participants and beneficiaries in accordance with the provisions of the Plan. Participants would become 100% vested in the employer contribution portion of their accounts.
| 5. | INVESTMENTS |
| (a) | Fair value of Plan investments by hierarchy level |
| Assets at Fair Value as of December 31, 2016 | ||||||||||||
| Level 1 | Level 2 | Total Fair Value | ||||||||||
Mutual funds | 319,787,691 | — | 319,787,691 | |||||||||
Common trust funds (i) | — | 400,327,326 | 400,327,326 | |||||||||
Common stock | 46,151,713 | — | 46,151,713 | |||||||||
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Total assets at fair value | 365,939,404 | 400,327,326 | 766,266,730 | |||||||||
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| Assets at Fair Value as of December 31, 2015 | ||||||||||||
| Level 1 | Level 2 | Total Fair Value | ||||||||||
Mutual funds | 302,041,406 | — | 302,041,406 | |||||||||
Common trust funds (i) | — | 355,053,877 | 355,053,877 | |||||||||
Common stock | 41,368,121 | — | 41,368,121 | |||||||||
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Total assets at fair value | 343,409,527 | 355,053,877 | 698,463,404 | |||||||||
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| (i) | Common trust funds share the common goal of growth and preservation of principal. The common trust funds indirectly invest in a mix of U.S. and international common stocks, and fixed income securities through holdings in various mutual funds. There are currently no redemption restrictions or unfunded commitments on these investments. |
8
AGRIUM U.S. RETAIL
401(k) SAVINGS PLAN
Notes to the Financial Statements
December 31, 2016 and 2015
(U.S. dollars)
| (b) | Changes in fair value levels |
The availability of observable market data is monitored to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require transfer of financial instruments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period.
Plan management evaluated the significance of transfers between levels based upon the nature of the financial instrument and size of the transfer relative to total net assets available for Plan benefits. For the year ended December 31, 2016, there were no significant transfers in or out of levels 1, 2, or 3.
The classification of investment earnings reported in the statement of changes in net assets may differ from the classification of earnings on Form 5500 due to different reporting requirements on Form 5500.
| 6. | RELATED PARTY AND PARTY-IN-INTEREST TRANSACTIONS |
Certain Plan investments are shares of mutual funds and common trust funds managed by the Trustee, as well as common stock of Agrium Inc. Related transactions qualify as exempt party-in-interest transactions. These investments are disclosed in the supplemental schedule of assets held. Fees paid by the Plan for investment management services to the Trustee were included as a reduction of the return earned on each fund. Included in the statement of changes in net assets available for benefits are fees paid by the Plan for loan, recordkeeping and administrative expenses.
| 7. | RISKS AND UNCERTAINTIES |
The Plan invests in various investment securities. Investments in general are exposed to various risks, such as significant world events, interest rate, credit and overall market volatility risk. Due to the level of risk associated with certain investments, it is reasonably possible that changes in the value of investments will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits.
| 8. | SUBSEQUENT EVENTS |
The Plan’s management has evaluated subsequent events through June 19, 2017, the date the financial statements were available to be issued, to ensure that the financial statements include appropriate disclosure or recognition of events that occurred subsequent to December 31, 2016.
9
401(k) SAVINGS PLAN
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
As of December 31, 2016
Employer Identification Number: 91-1589568
Plan Number: 007
(U.S. dollars)
(a) | (b) Identity of Issuer | (c) Description of Investment | (e) Current Value | |||||
| DFA Inflation Protected Securities I | Mutual Fund | 4,194,416 | ||||||
| Dodge and Cox Stock Fund | Mutual Fund | 20,947,935 | ||||||
| Prudential Core Plus Bond Trust | Common Trust Fund | 9,059,197 | ||||||
| PZENA International Expanded Value Trust | Common Trust Fund | 5,764,038 | ||||||
| Wasatch Core Growth Institutional | Mutual Fund | 10,147,100 | ||||||
| Vanguard Institutional Index Fund | Mutual Fund | 143,768,277 | ||||||
| * | T. Rowe Price U.S. Treasury Money Market Trust | Common Trust Fund | 105,970,929 | |||||
| Vanguard Extended Market Index Fund, Institutional | Mutual Fund | 71,658,904 | ||||||
| * | Agrium Inc. Common Stock | Common Stock | 46,151,713 | |||||
| * | T. Rowe Price Retirement 2020 Trust | Common Trust Fund | 50,827,472 | |||||
| * | T. Rowe Price Retirement 2025 Trust | Common Trust Fund | 53,350,566 | |||||
| Vanguard Total Bond Market Index Fund | Mutual Fund | 29,690,734 | ||||||
| * | T. Rowe Price Retirement 2030 Trust | Common Trust Fund | 35,811,580 | |||||
| * | T. Rowe Price Retirement 2015 Trust | Common Trust Fund | 23,245,157 | |||||
| * | T. Rowe Price Retirement 2035 Trust | Common Trust Fund | 31,216,416 | |||||
| * | T. Rowe Price Retirement 2040 Trust | Common Trust Fund | 27,763,793 | |||||
Vanguard FTSE All World ex-U.S. Index Fund, Institutional | Mutual Fund | 19,755,388 | ||||||
| * | T. Rowe Price Retirement 2045 Trust | Common Trust Fund | 23,966,963 | |||||
| * | T. Rowe Price Retirement 2050 Trust | Common Trust Fund | 14,552,186 | |||||
| * | T. Rowe Price Retirement 2010 Trust | Common Trust Fund | 5,976,525 | |||||
| American New Perspectives Fund | Mutual Fund | 10,515,423 | ||||||
| Vanguard Short Term Bond Index Fund | Mutual Fund | 5,905,143 | ||||||
| * | T. Rowe Price Retirement 2055 Trust | Common Trust Fund | 7,829,942 | |||||
| * | T. Rowe Price Retirement Income Trust | Common Trust Fund | 2,441,509 | |||||
| Vanguard Total World Stock Fund | Mutual Fund | 3,204,372 | ||||||
| * | T. Rowe Price Retirement 2005 Trust | Common Trust Fund | 2,551,052 | |||||
| * | Various participants | Notes receivable from participants, bearing interest at rates ranging from 4.25% to 10.5%, secured by the related participant’s vested account balance, maturing through 2030. | 12,292,391 | |||||
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| Total assets held at end of year | 778,559,121 | |||||||
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| * | Identified party-in-interest. |
Note: Information on cost of investments is excluded, as all investments are participant directed. The cost of notes receivable from participants is nil.
10
SIGNATURE
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, Agrium U.S. Inc. has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 23, 2017 | AGRIUM U.S. RETAIL 401(K) SAVINGS PLAN | |||||
| By: | AGRIUM U.S. INC. | |||||
/S/ Angela S. Lekatsas | ||||||
| Angela S. Lekatsas | ||||||
Vice President & Treasurer | ||||||
EXHIBIT INDEX
| Exhibit 23.1 | Consent of Eide Bailly LLP | |