Obligation AgriCorp 6.75% ( US008916AH15 ) en USD

AgriCorp

100 % ⇌

Canada

US008916AH15 ( en USD )

6.75% par an ( paiement semestriel )

15/01/2019 - Obligation échue

Prospectus brochure de l'obligation Agrium US008916AH15 en USD 6.75%, échue

2 000 USD

500 000 000 USD

008916AH1

N/A

Agrium était une entreprise canadienne intégrée de production et de distribution d'engrais et de produits agricoles, fusionnée avec PotashCorp en 2018 pour former Nutrien.

L'Obligation émise par AgriCorp ( Canada ) , en USD, avec le code ISIN US008916AH15, paye un coupon de 6.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/01/2019

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SUPPL 1 o41867suppl.htm SUPPL
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Table of Contents
Filed pursuant to
General Instruction
II.L. of Form F-10
File Nos. 333-145395
and 333-147767
PROSPECTUS SUPPLEMENT
(To Prospectus dated August 22, 2007 as amended by
Amendment No. 1 dated December 3, 2007)

U.S.$500,000,000

Agrium Inc.

6.750% Debentures due January 15, 2019
The debentures due January 15, 2019 will bear interest at the rate of 6.750% per year. We will pay interest on the
debentures semi-annually on January 15 and July 15 of each year, beginning January 15, 2009. The debentures will mature on
January 15, 2019. The debentures will be our direct, senior unsecured obligations and will rank equally with all of our other
senior unsecured indebtedness from time to time outstanding. The debentures will be issued only in denominations of U.S.
$2,000 and integral multiples of U.S.$1,000. The effective yield on the debentures if held to maturity will be 6.754%. The
reporting currency of the debentures will be United States dollars.
We may redeem the debentures, in whole or in part, at any time and from time to time at our option at the "make-whole"
redemption prices described in this Prospectus Supplement. We may also redeem the debentures, in whole but not in part, in
the event certain changes affecting Canadian withholding taxes occur. We will be required to make an offer to purchase the
debentures at a price equal to 101% of the principal amount plus accrued and unpaid interest to the date of repurchase upon
the occurrence of a Change of Control Triggering Event (as defined herein). The debentures are not subject to any sinking
fund provisions.

Investing in the debentures involves certain risks. See "Risk Factors" in this Prospectus
Supplement on page S-14 and in the accompanying Prospectus on page 6.
We are permitted, under a multi-jurisdictional disclosure system adopted by the United States and Canada, to
prepare this Prospectus Supplement and the accompanying Prospectus in accordance with Canadian disclosure
requirements. You should be aware that such requirements are different from those of the United States. We have
prepared our financial statements in accordance with Canadian GAAP (as defined herein), and they are subject to
Canadian auditing and auditor independence standards. Therefore, they may not be comparable to the financial
statements of U.S. companies in certain respects.
You should be aware that the purchase of the debentures may have tax consequences both in the United States and
Canada. This Prospectus Supplement may not describe these tax consequences fully. You should read the tax
discussion in this Prospectus Supplement and consult with your tax advisor. See "Certain Income Tax
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Considerations".
Your ability to enforce civil liabilities under U.S. federal securities laws may be affected adversely by the fact that
we are incorporated under the laws of Canada, most of our officers and directors and most of the experts named in this
Prospectus Supplement and the accompanying Prospectus are residents of Canada, and a portion of our and their
assets are located outside the United States.

Per

Debenture
Total

U.S.
Public offering price(1)

99.982 % $
499,910,000
U.S.
Underwriting commission

0.650 % $
3,250,000
U.S.
Proceeds, before expenses, to Agrium Inc.

99.332 % $
496,660,000
(1) Plus accrued interest, if any, from September 11, 2008, if settlement occurs after that date
Neither the Securities and Exchange Commission (the "SEC") nor any state or provincial securities commission or
similar authority has approved or disapproved of these securities, or passed upon the adequacy or accuracy of this
Prospectus Supplement or the accompanying Prospectus. Any representation to the contrary is a criminal offence.
The debentures will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company
("DTC") on or about September 11, 2008.

Joint Book-Running Managers
Merrill Lynch & Co.
UBS Investment Bank
Lead Manager
RBC Capital Markets

Senior Co-Managers
BMO Capital Markets
Scotia Capital

Co-Managers
CIBC World Markets
TD Securities
BNP PARIBAS
HSBC

The date of this Prospectus Supplement is September 8, 2008.
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TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

Page

Important Notice About Information in this Prospectus Supplement and the Accompanying
Prospectus
S-2
Exchange Rate Information
S-3
Summary
S-4
S-
Risk Factors
14
S-
Cautionary Note Regarding Forward-Looking Statements
20
S-
Agrium
23
S-
Recent Developments
24
S-
UAP Acquisition
25
S-
Selected Historical and Pro Forma Consolidated Financial Information
31
S-
Use of Proceeds
33
S-
Consolidated Capitalization
34
S-
Description of The Debentures
36
S-
Trading Price and Volume of Common Shares
43
S-
Interest Coverage Ratios
43
S-
Expected Credit Ratings
44
S-
Certain Income Tax Considerations
45
S-
Underwriting
48
S-
Legal Matters
49
S-
Experts
50
S-
Documents Incorporated by Reference in the Prospectus
50
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S-
Where You Can Find More Information
51
S-
Documents Filed as Part of the Registration Statement
51

AMENDMENT NO. 1

Page

Amendments
1

PROSPECTUS

Page

Definitions and Other Matters
1
Exchange Rates
2
Forward-Looking Statements
2
Documents Incorporated by Reference
4
Where You Can Find More Information
5
Enforceability of Civil Liabilities
6
Documents Filed as Part of the Registration Statement
6
Risk Factors
6
Agrium
11
Description of Share Capital
12
Description of Subscription Receipts
14
Description of Debt Securities
14
Description of Units
25
Interest Coverage Ratios
25
Credit Ratings
25
Certain Income Tax Considerations
26
Plan of Distribution
26
Use of Proceeds
27
Legal Matters
27
Experts
28
Auditors' Consent
29
S-1
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Table of Contents

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT
AND THE ACCOMPANYING PROSPECTUS
This document is in two parts. The first part is this Prospectus Supplement, which describes the specific terms
of the debentures that we are offering and also adds to and updates certain information contained in the
accompanying Prospectus and the documents incorporated by reference therein. The second part, the
accompanying short form base shelf prospectus dated August 22, 2007, as amended by Amendment No. 1
dated December 3, 2007, and as may be further amended or supplemented (the "Prospectus"), provides more
general information, some of which may not apply to the debentures offered hereunder. Both this Prospectus
Supplement and the accompanying Prospectus include important information about us, the debentures and
other information you should know before investing in the debentures.
This Prospectus Supplement is deemed to be incorporated by reference into the accompanying Prospectus
solely for the purposes of the offering of the debentures hereby. Other documents are also incorporated or
deemed to be incorporated by reference into the accompanying Prospectus. See "Documents Incorporated by
Reference in the Prospectus" in this Prospectus Supplement and "Where You Can Find More Information" in
this Prospectus Supplement.
Any statement contained in this Prospectus Supplement and the accompanying Prospectus, or in a document
incorporated or deemed to be incorporated by reference therein for the purposes of this offering, shall be
deemed to be modified or superseded for purposes of this Prospectus Supplement and the accompanying
Prospectus to the extent that a statement contained herein or therein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference therein modifies or supersedes such
statement. The modifying or superseding statement need not state that it has modified or superseded a prior
statement or include any other information set forth in the document that it modifies or supersedes. The making
of a modifying or superseding statement is not to be deemed an admission for any purposes that the modified
or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or
an omission to state a material fact that is required to be stated or that is necessary to make a statement, in light
of the circumstances in which it was made, not misleading. Any statement or document so modified or
superseded shall not, except to the extent so modified or superseded, be incorporated by reference and
constitute a part of this Prospectus Supplement or the accompanying Prospectus.
You should rely only on the information contained in this Prospectus Supplement and contained or
incorporated by reference in the accompanying Prospectus. We have not, and the underwriters have not,
authorized any other person to provide you with additional or different information. If anyone provides you
with different or inconsistent information, you should not rely on it. We are offering to sell, and seeking offers
to buy, these securities only in jurisdictions where such offers and sales are permitted. You should assume that
the information appearing in this Prospectus Supplement and the accompanying Prospectus, as well as
information we have previously filed or may subsequently file with the SEC and with the securities regulatory
authority in each of the provinces of Canada that is incorporated in the accompanying Prospectus by reference,
is accurate as of their respective dates only. Our business, financial condition, results of operations and
prospects may have changed since those dates.
Unless the context otherwise requires, all references in this Prospectus Supplement and the accompanying
Prospectus to "Agrium", "we", "us" or "our" means Agrium Inc. and its consolidated subsidiaries, Agrium
Inc.'s proportionate share of joint ventures, including through its 50 percent ownership interest in Profertil S.
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A., and any partnership of which Agrium Inc. and its subsidiaries are the partners, including the Agrium
Partnership (as defined herein).
We prepare our consolidated financial statements in accordance with Canadian generally accepted accounting
principles ("Canadian GAAP"), which differ from United States generally accepted accounting principles ("U.
S. GAAP"). Therefore, our consolidated financial statements incorporated by reference in the accompanying
Prospectus may not be comparable to financial statements of U.S. companies prepared in accordance with U.
S. GAAP. You should refer to our audited supplemental note entitled "Item 18 Reconciliation with United
States Generally Accepted Accounting Principles For the Years Ended December 31, 2007, 2006 and
2005" ("Annual GAAP Reconciliation"), which is incorporated by reference in the accompanying Prospectus,
for a discussion of the principal differences between our financial results and financial condition determined
under Canadian GAAP and under U.S. GAAP, respectively.
S-2
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The UAP financial information contained in this Prospectus Supplement and included in the UAP BAR (as
defined herein), which is incorporated by reference in the accompanying Prospectus, has been derived from the
audited consolidated financial statements of UAP Holding Corp. ("UAP") and its subsidiaries (collectively, the
"UAP Group") as at February 24, 2008 and February 25, 2007 and for each of the years then ended prepared
in accordance with U.S. GAAP (with a reconciliation of the UAP Group consolidated balance sheet as of
February 24, 2008 to Canadian GAAP).
When used in this Prospectus Supplement in reference to UAP, the phrase "fiscal 2008" refers to the fiscal year
of UAP ended February 24, 2008, the phrase "fiscal 2007" refers to the fiscal year of UAP ended February 25,
2007, and the phrase "fiscal 2006" refers to the fiscal year of UAP ended February 26, 2006.

EXCHANGE RATE INFORMATION
In this Prospectus Supplement and the accompanying Prospectus, references to "dollars", "$" and "U.S.$" are
to United States dollars, and references to "Cdn.$" are to Canadian dollars. We use the United States dollar as
our reporting currency and, accordingly, our financial statements and management's discussion and analysis
incorporated by reference in the accompanying Prospectus report all amounts in United States dollars unless
otherwise noted. The exchange rate between the Canadian dollar and the United States dollar used in this
Prospectus Supplement and the accompanying Prospectus varies depending on the date of the information
contained herein.
The following table sets forth: (i) the rates of exchange for the Canadian dollar, expressed in United
States dollars in effect at the end of each of the periods indicated; (ii) the average of the exchange rates in effect
on the last day of each month during such periods; and (iii) the high and low exchange rates during each period,
in each case based on the inverse of the noon buying rate in New York City for cable transfers payable in
Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York.

Six Months Ended

Year Ended December 31,

June 30,

2003 2004 2005 2006 2007 2007 2008

Rate at end of period
0.7738 0.8310 0.8579 0.8582 1.0120 0.9404 0.9818
Average rate for period
0.7139 0.7682 0.8254 0.8818 0.9309 0.8815 0.9931
High for period
0.7738 0.8493 0.8690 0.9100 1.0908 0.9453 1.0291
Low for period
0.6349 0.7258 0.7872 0.8528 0.8437 0.8437 0.9714
On September 5, 2008, the inverse of the noon buying rate in New York City for cable transfers in Canadian
dollars as certified for customs purposes by the Federal Reserve Bank of New York was Cdn.$1.00 = U.S.
$0.9401.
S-3
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Table of Contents

SUMMARY
The following is a summary of certain information contained in this Prospectus Supplement and is
qualified in its entirety by, and should be read in conjunction with, the more detailed information
contained elsewhere in this Prospectus Supplement, the accompanying Prospectus and the documents
incorporated by reference therein.

Agrium
We are a retailer of agricultural products and services in the United States as well as Argentina and
Chile, and a global producer and wholesale marketer of nutrients for agricultural and industrial markets.
For the fiscal year ended December 31, 2007, we reported our business through three operating segments
and a fourth non-operating segment for corporate and inter-segment eliminations. Our three operating
segments are Retail, Wholesale and Advanced Technologies (each as defined herein). See "Agrium".
Retail
Our Retail operating segment ("Retail") markets crop nutrients, crop protection products, seeds, and
custom application and other agronomic services to farmers through over 800 facilities, including farm
centers, distribution centers and terminals, in the United States, Argentina and Chile. These facilities
include approximately 380 facilities, including farm centers, distribution centers and terminals, that we
acquired upon completion of the UAP Acquisition (as defined herein) on May 7, 2008. The balance of
the description of Retail under this heading does not reflect the retail business of UAP. For a description
of the business of UAP, see "UAP Acquisition -- Business of UAP".
Our Retail business is predominantly based in the United States where our Retail subsidiaries conduct
business activities in 30 states. Retail's market is predominantly retail sales directly to farm customers,
but it also includes some wholesale activity in the United States and Chile.
Crop nutrients typically account for more than 50 percent of Retail's total net sales. Crop nutrients are
generally mixed in a custom blend to suit the particular nutrient requirements for each customer's field
based on soil fertility tests or petiole samples. We offer custom crop nutrient application services and
employ a large fleet of application and nurse equipment to custom-apply these nutrients at the prescribed
rates. Many of our 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.
Retail's crop protection business now accounts for approximately 25 percent of Retail's total net sales,
but has declined some in recent years due to the growth in genetically modified seed ("GMO"), which
has reduced the use of crop protection products primarily on the large-acre crops of corn, soybeans and
cotton. High-value specialty crops, like those grown in the California and Arizona markets, have not
been as severely affected by the growth in GMO seeds. Similar to crop nutrient application, we employ a
large fleet of crop protection application equipment. By its nature, Retail's crop protection business
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operates within a framework of government regulation and oversight.
In concert with the advent of GMO seed, Retail has significantly grown its seed business with an average
annual compound growth rate of 19 percent over the last ten years. Retail offers private label seed
throughout its United States sales regions east of the Rockies. In addition to private label seed, Retail
markets branded seed from large global seed companies with proven genetics tailored to regional
growing conditions.
Retail offers several agronomic services in addition to the custom application services and soil and
petiole testing previously mentioned. We own and operate a laboratory in California where soil and
petiole tests are performed. In our Western United States sales regions we use 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.
Wholesale
Our Wholesale operating segment ("Wholesale") manufactures, purchases and markets a full range of
nutrients including nitrogen-based, potash and phosphate-based crop nutrient products.
S-4
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