Agrium Inc. has added a news release to its Investor Relations website.

CALGARY, ALBERTA -- (Marketwired) -- 11/05/13 --

ALL AMOUNTS ARE STATED IN U.S.$

Agrium Inc. (TSX:AGU) (NYSE:AGU) announced today consolidated net earnings ("net earnings") of $76-million ($0.52 diluted earnings per share) for the third quarter of 2013, compared with net earnings of $129-million in the third quarter of 2012 ($0.80 diluted earnings per share).

The 2013 third quarter results included a pre-tax share based payments recovery of $21-million ($0.11 diluted earnings per share), a write-down on our Hanfeng Evergreen Inc. investment of $12-million ($0.08 diluted earnings per share) and a loss of $2-million ($0.01 diluted earnings per share) on natural gas and other hedge positions. Excluding these items, net earnings would have been $73-million ($0.50 diluted earnings per share).(1)

(1) Third quarter effective tax rate of 25 percent was used for adjusted diluted earnings per share calculation, excluding the write-down on Hanfeng Evergreen Inc. as there was no tax impact.

"Agrium's Retail business unit had one of its strongest third quarters on record, with EBITDA² of $147-million. This was driven largely by high usage of crop protection products and related application services in our North American market. The late growing season in North America, combined with uncertainty in the fertilizer markets caused many customers to delay crop nutrient purchases," commented Mike Wilson, Agrium's President and CEO.

² See "Additional and Non-IFRS Measures" in our 2013 third quarter Management's Discussion and Analysis.

"Additionally, unplanned lost production due to outages at our Redwater and Carseland facilities reduced product availability in the third quarter and will impact fourth quarter sales volumes. This is expected to impact fourth quarter earnings by approximately $0.20 per share," added Mr. Wilson.

"Despite any short term factors or market fluctuations, we continued to demonstrate our confidence in the ability of the business to generate excess cash flow through the commodity cycle by substantially increasing the dividend in the third quarter and continuing to execute on our share buy-back program," concluded Mr. Wilson.

Agrium is providing guidance for the fourth quarter of 2013 of $0.80 to $1.25 diluted earnings per share. This excludes gains or losses on foreign exchange and derivative hedge positions, Retail operating results for acquired Viterra assets and related integration costs and purchase price adjustments, and share-based payments expense in our estimated fourth quarter results.³

³ See disclosure in the section "Outlook, Key Risks and Uncertainties" in our 2013 third quarter Management's Discussion and Analysis and additional assumptions outlined on the following page.

MANAGEMENT'S DISCUSSION AND ANALYSIS

November 5, 2013

Unless otherwise noted, all financial information in this Management's Discussion and Analysis ("MD&A") is prepared using accounting policies in accordance with International Financial Reporting Standards ("IFRS") and is presented in accordance with International Accounting Standard 34 - Interim Financial Reporting. All comparisons of results for the third quarter of 2013 (three months ended September 30, 2013) are against results for the third quarter of 2012 (three months ended September 30, 2012). All dollar amounts refer to United States ("U.S.") dollars except where otherwise stated. Certain financial measures in this MD&A are not prescribed by IFRS, and are defined in the "Additional and Non-IFRS Financial Measures" section of this MD&A.

The following interim MD&A is as of November 5, 2013 and should be read in conjunction with the consolidated interim financial statements for the three and nine months ended September 30, 2013 and 2012 (the "Consolidated Financial Statements"), and the annual MD&A and financial statements for the year ended December 31, 2012 included in our 2012 Annual Report to Shareholders to which readers are referred. The Board of Directors carries out its responsibility for review of this disclosure principally through its Audit Committee, comprised exclusively of independent directors. The Audit Committee reviews, and prior to publication, approves this disclosure, pursuant to the authority delegated to it by the Board of Directors. No update is provided to the disclosure in our annual MD&A where an item is not material or there has been no material change from the discussion in our annual MD&A. In respect of Forward-Looking Statements, please refer to the section entitled "Forward-Looking Statements" after the "Outlook, Key Risks and Uncertainties" section of this MD&A.

The major assumptions made in preparing our fourth quarter guidance are outlined below and include but are not limited to:

• North America weather patterns will support normal fall applications;

• Wholesale realized selling prices through the fourth quarter of 2013 will approximate current benchmark prices except for selling prices on volumes already committed under programs;

• North America Wholesale produced fertilizer sales volumes will approximate sales volumes in the same quarter of 2012;

• North America Wholesale anticipated sales volumes are approximately 75 percent committed at fixed prices in the fourth quarter of 2013;

• Utilization for Wholesale's potash and phosphate facilities will average approximately 88 percent in the fourth quarter of 2013 compared to 86 percent in the same quarter of 2012;
• Utilization for Wholesale's North American nitrogen facilities will average approximately 75 percent in the fourth quarter of 2013 compared to 95 percent in the same quarter of 2012, due to outages at our Redwater and Carseland nitrogen facilities this year;

• Retail North America fertilizer margin percentages will be higher than the 14 percent realized in the fourth quarter of 2012;

• Retail North America chemical margin percentages will be lower than the 48 percent realized in the fourth quarter of 2012;

• Retail North America fertilizer sales volumes will be slightly higher than in the same quarter of 2012;

• The average NYMEX gas price will not deviate significantly from approximately $3.90 per MMBtu; and

• Guidance issued excluding the fourth quarter effects of:
  • Share-based payments;
  • Gains or losses on foreign exchange and derivative hedge positions; and
  • Retail operating results for acquired Viterra assets and related integration costs and purchase price adjustments.

2013 Third Quarter Operating Results

CONSOLIDATED NET EARNINGS

Agrium's 2013 third quarter consolidated net earnings ("net earnings") were $76-million, or $0.52 diluted earnings per share, compared to net earnings of $129-million, or $0.80 diluted earnings per share, for the same quarter of 2012.

Sales

Sales increased by $37-million to $2.9-billion for the third quarter of 2013 and decreased $66-million to $13.1-billion for the first nine months of 2013 compared to the third quarter and first nine months of 2012, respectively. Factors that affected our performance during the third quarter of 2013 compared to the third quarter of 2012 include the following:

• Retail sales increased by 15 percent to $2.1-billion as there was a return to a more regular seasonal crop input demand for the current quarter compared to the 2012 earlier spring season which shifted sales typically earned from the third quarter into the first half for crop nutrients and crop protection products. The increase was complemented by incremental sales from recently acquired Retail locations;
• Wholesale sales decreased by 24 percent to $752-million due to lower realized sales prices across all products, lower urea sales volumes resulting from plant outages at our nitrogen facilities which lowered product available for sale and lower phosphate sales volumes; and
• Advanced Technologies ("AAT") sales decreased by 14 percent to $108-million largely due to lower Environmentally Smart Nitrogen ("ESN") volumes and sales prices as a result of the soft urea market.

Gross Profit

Our gross profit for the third quarter of 2013 was $641-million, a decrease of $98-million compared to the third quarter of 2012. The main drivers of this variance consist of:

• Wholesale's gross profit decreased by $176-million to $123-million for the third quarter of 2013, compared to the third quarter of 2012 primarily as a result of weaker sales prices for urea, phosphate and potash coupled with lower sales volumes of urea and phosphate due to production outages and weaker market conditions; and
• Retail's gross profit increased by $73-million to $511-million for the third quarter of 2013, compared to the third quarter of 2012 as a result of increased crop protection sales volumes due to a return to regular seasonal demand compared to last year's early spring season which shifted sales traditionally earned in the third quarter into the second quarter of 2012. In addition, there was an increase in gross profit on application services which is consistent with increased volumes in crop nutrients and crop protection products.

Expenses

Expenses decreased $38-million for the third quarter of 2013 compared to the third quarter of 2012. This difference is primarily a result of the following items:

• A $74-million favorable change in share-based payments, with a $21-million share-based payments recovery in the current quarter compared to a $53-million charge in the same period last year (see section "Other" for further discussion); and
• A $30-million decrease in other expenses included a favorable change related to environmental remediation and asset retirement obligation expenses incurred in the third quarter of 2012 of $49-million with no corresponding charge in the third quarter of 2013. This was partially reduced by a $12-million unfavorable change in other expenses caused by the recognition of an impairment in our investment in Hanfeng Evergreen Inc. ("Hanfeng").

The above decreases were partially offset by:

• An increase in Retail selling expenses of $48-million which was driven by increased sales activity this quarter and costs associated with Retail locations acquired in 2012 (see section "Retail" for further discussion); and
• Decreased earnings of $32-million from Wholesale's equity accounted investment in Argentina (see section "Wholesale" for further discussion).

The following table is a summary of our other expenses (income) for the third quarter and first nine months of 2013 and 2012, respectively.

Effective Tax Rate

The effective tax rate was 25 percent for the third quarter compared to 22 percent for the same period last year due to an increase in income earned in higher taxed jurisdictions. The effective tax rate was 27 percent for the first nine months of 2013 and remained unchanged as compared to the same period last year.

Retail

Retail reported third quarter sales of $2.1-billion, an increase of 15 percent compared to sales of $1.8-billion reported in the same quarter last year. Gross profit was $511-million in the third quarter of 2013, a $73-million increase from last year's third quarter. Similarly, Retail reported EBITDA of $147-million, up from $121-million reported in the third quarter of last year. Stronger year-over-year sales and gross profit results were evident across all products and services, despite lower average nutrient prices and margins this year. This was due to a more normal summer growing season in the U.S. relative to the drought conditions experienced in the same period last year and incremental sales from recently acquired Retail locations.

Crop nutrient sales were $654-million this quarter, compared to $634-million in the third quarter of 2012. A 14 percent increase in nutrient sales volumes in the quarter were largely offset by lower nutrient prices. Gross profit for crop nutrients was $116-million this quarter, an increase of $5-million compared to the $111-million reported in the third quarter of 2012. Total crop nutrient margins as a percentage of sales were 17.7 percent in the third quarter of 2013, just slightly higher than the 17.5 percent reported in the same quarter last year. However, per tonne nutrient margins were down 9 percent from the third quarter of 2012.

Crop protection sales were $1.1-billion in the third quarter of 2013, compared to $872-million in sales in the same period last year. The increase was driven primarily by greater sales volumes of fungicides and herbicides. Gross profit this quarter was $248-million, an increase of $46-million over the $202-million reported in the third quarter of 2012. This is attributable to increased volumes and a favorable product mix. Total crop protection margins as a percentage of sales were 23 percent this quarter, up slightly from the same period last year. 2013 year-to-date crop protection margins as a percentage of sales were 21 percent, on par with the same period last year.

Seed sales were $69-million in the third quarter of 2013, up 23 percent from the $56-million reported in the third quarter of last year. In North America, higher seed sales were partly due to the later spring planting season, which shifted some sales volumes into the third quarter. This particularly affected soybean sales volumes, as the delayed spring wheat harvest subsequently delayed the double crop planting of soybeans. Gross profit was $30-million this quarter, up from the $28-million reported last year. Seed margins as a percentage of sales were 43 percent in the third quarter of 2013, marginally lower from the same period for 2012. Year-to-date in 2013, seed sales are up 7 percent and margins are slightly higher at 18 percent than the same period last year.

Sales of merchandise in the third quarter of 2013 were $122-million, compared to $105-million in the same period last year. Gross profit for this product line was $19-million this quarter, compared to $17-million reported in the third quarter of 2012. The improvement is related to additional sales volumes in animal health and other livestock-related products in Australia.

Services and other sales were $205-million this quarter, compared to the $167-million reported in the third quarter of 2012. Gross profit was $98-million in the third quarter of 2013, compared to $80-million for the same period last year. These increases relate to a shift in earnings from the second quarter to the third quarter in North America and are consistent with the higher North American nutrient and crop protection sales volumes.

Selling expenses as a percentage of sales was 19.7 percent in the third quarter of 2013 which is down marginally from the 20 percent reported in the same period last year. Retail selling expenses were $416-million for the third quarter, compared to $368-million in the same period last year. The majority of this variance was due to increased costs resulting from recent acquisitions as well as an increase in variable people costs consistent with the higher sales and earnings in the third quarter.

Wholesale

Wholesale's 2013 third quarter sales were $752-million, down $234-million from the same quarter last year. Gross profit was $123-million this quarter, compared to $299-million in the third quarter of 2012. Wholesale reported EBITDA of $130-million in the third quarter of 2013, down from the $348-million reported in the same period last year. Wholesale's Adjusted EBITDA¹ was $143-million this quarter, compared to $376-million reported in the same period last year. Wholesale EBIT this quarter was $198-million lower than in the third quarter of last year. Wholesale's results this quarter were impacted by lower realized sales prices across all products, as well as lower phosphate and nitrogen sales volumes due to outages at our Carseland and Redwater nitrogen facilities in addition to slow market demand.

¹ Adjusted EBITDA is defined as earnings (loss) before finance costs, income taxes, depreciation and amortization and before finance costs, income taxes, depreciation and amortization of joint ventures.

Nitrogen gross profit in the third quarter of 2013 was $76-million, compared to $215-million in the same quarter last year. Nitrogen sales volumes were 636,000 tonnes in the third quarter of 2013, down 183,000 tonnes from the same period last year, partly due to outages at our Carseland and Redwater nitrogen facilities. Realized sales prices for all nitrogen products were lower than the third quarter of last year, with urea realized sales prices down 23 percent, or $133 per tonne year-over-year. Nitrogen cost of product sold was $331 per tonne this quarter, compared to $255 per tonne reported in the third quarter of 2012. The increase was primarily due to expenses associated with the outages at our Carseland and Redwater facilities, which equated to approximately $35-million, and higher natural gas costs. Our average nitrogen gross margins were $119 per tonne this quarter, compared to $262 per tonne in the same period last year.

Agrium's average natural gas cost in cost of product sold was $2.78/MMBtu this quarter ($3.16/MMBtu including the impact of realized losses on natural gas derivatives), compared to $2.46/MMBtu for the same period in 2012 ($2.72/MMBtu including the impact of realized losses on natural gas derivatives). Hedging gains or losses are included in other expenses and not cost of product sold, thus are not part of the calculation of gross profit. The U.S. benchmark (NYMEX) natural gas price for the third quarter of 2013 was $3.60/MMBtu, compared to $2.81/MMBtu in the same quarter last year. The AECO (Alberta) basis differential was a $0.91/MMBtu discount to NYMEX in the third quarter of 2013, compared to the $0.62/MMBtu discount in the third quarter of 2012.

Potash gross profit for the third quarter of 2013 was $27-million, compared to $23-million reported in the same quarter last year. The increase was primarily driven by higher sales volumes and lower cost of production, partly offset by significantly lower sales prices. The increase in volumes and lower cost of production was a result of a return to a traditional two week turnaround at our Vanscoy facility in the third quarter, compared to last year's eight week planned turnaround associated with our brownfield expansion project. International sales volumes were 84,000 tonnes this quarter, up from the 43,000 tonnes reported in the third quarter of last year, but below the previous three year average of 174,000 tonnes (2009-2011 period). Domestic sales volumes were 181,000 tonnes this quarter, compared to 117,000 tonnes in the third quarter of 2012 and above the previous three year average of 160,000 tonnes (2009-2011 period). The higher sales volumes were largely offset by a 31 percent reduction in realized sales prices compared to the prior year. Potash cost of product sold was $246 per tonne this quarter compared to $363 per tonne reported in the third quarter of 2012, due to the shorter turnaround this year. Gross margin was $103 per tonne in the third quarter of 2013, compared to the $140 per tonne in the same quarter of 2012.

Phosphate gross profit was $7-million in the third quarter of 2013, compared to $47-million in the same quarter last year. The decrease resulted from a combination of lower realized sales prices, higher cost of production and lower sales volumes due to weaker market conditions. Phosphate sales volumes this quarter were 192,000 tonnes, a 26 percent decline from the third quarter of last year, due to a slow start to the fall season. Realized phosphate sales prices were $633 per tonne this quarter, a $70 per tonne decrease from the $703 per tonne realized in the same quarter last year. Phosphate cost of product sold was $595 per tonne in the third quarter of 2013, an increase from $519 per tonne in the same period last year. The increase was primarily a result of higher rock costs associated with the switch to imported rock, as well as higher ammonia costs. Gross margin was $38 per tonne in the third quarter of 2013, compared to $184 per tonne in the same period last year.

Gross profit from ammonium sulfate and other was $12-million this quarter, a reduction of $5-million from the same period last year as a result of lower realized sales prices.

Product purchased for resale gross profit was $1-million this quarter, compared to a loss of $3-million in the third quarter of 2012.

Wholesale expenses in the third quarter of 2013 were $32-million, compared to $10-million in the third quarter of 2012. The higher net expense was primarily due to lower earnings from our equity investment in Argentina, as the Profertil S.A. ("Profertil") facility faced lower global urea prices and an increase in gas supply interruptions this year. The facility experienced 57 days of downtime this quarter compared to 24 days in the third quarter of last year, which reduced production and tonnes available for sale as well as increased costs per tonne.

Advanced Technologies

AAT reported a quarterly gross profit of $12-million in the third quarter of 2013, a decrease of $16-million from the $28-million reported in the same period last year. EBITDA was a loss of $5-million in the third quarter, a $9-million decrease from the same period last year, including Courtright coating facility closure costs amounting to $5-million recorded in the third quarter of 2012. The lower year-over-year results were primarily due to weak ESN demand as a result of weak grower demand related to volatility in the agricultural and crop input markets and a later fall application season than last year.

Other

EBITDA for our Other non-operating business unit for the third quarter of 2013 was a loss of $28-million, compared to a loss of $157-million for the third quarter of 2012. The favorable change was primarily driven by:

• A $74-million favorable change in share-based payments, where there was a $21-million recovery in the third quarter of 2013 compared to a $53-million charge in the third quarter of 2012. This was largely caused by a depreciation of our share price during the third quarter of 2013 compared to an appreciation of our share price during the third quarter of 2012;
• A $49-million favorable change in environmental remediation and asset retirement obligation expenses incurred in the third quarter of 2012 with no corresponding charge in the third quarter of 2013; and
• A $21-million increase in gross profit for the three months at September 30, 2013 compared to the three months at September 30, 2012 which reflected less inter-segment inventory held in our Retail business unit not yet sold to external customers.

The above factors were partially offset by a $12-million impairment of our investment in Hanfeng.

FINANCIAL CONDITION

The following are changes to working capital on our Consolidated Balance Sheets in the nine-month period ended September 30, 2013 compared to December 31, 2012.

LIQUIDITY AND CAPITAL RESOURCES

Summary of Consolidated Statements of Cash Flows

Below is a summary of our cash provided by or used in operating, investing, and financing activities as reflected in the Consolidated Statements of Cash Flows:

The sources and uses of cash for the nine months ended September 30, 2013 compared to the nine months ended September 30, 2012 are summarized below:

OUTSTANDING SHARE DATA

The number of Agrium's outstanding shares at October 31, 2013 was approximately 144.5 million. At October 31, 2013, the number of shares issuable pursuant to stock options outstanding (issuable assuming full exercise, where each option granted can be exercised for one common share) was approximately nil.

* 2012 results have been restated to reflect the adoption of IFRS 11 Joint Arrangements requiring equity accounting for joint ventures. 2011 results have not been restated.

The agricultural products business is seasonal in nature. Consequently, 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 each application season. Our cash collections generally occur after the application season is complete.

BUSINESS ACQUISITION

We acquired certain agri-products assets of Viterra from Glencore on October 1, 2013. The acquired assets include over 200 retail farm centers in Canada and Australia. We have engaged an independent valuation firm to assist us in determining the fair value of the assets acquired, liabilities assumed, including contingent liabilities and provisions, and related deferred income tax impacts. The valuation is in progress; however a provisional purchase price allocation is not yet available due to the inherent complexity of the valuations and the short time frame following the closing date. We expect the excess of the estimated fair value of the net assets acquired over the purchase price will result in a purchase gain in the three months ended December 31, 2013. Refer to note 4 of the Summarized Notes to the Consolidated Financial Statements for further information.

NORMAL COURSE ISSUER BID

On May 14, 2013, the Toronto Stock Exchange ("TSX") accepted Agrium's notice of intention to make a normal course issuer bid ("NCIB") whereby Agrium may purchase up to 7,472,587 common shares on the TSX and New York Stock Exchange during the period from May 21, 2013 to May 20, 2014 with a daily purchase limit of 133,301 common shares on the TSX. During the nine months ended September 30, 2013, we purchased approximately 2.7 million shares at an average share price of $87 for total consideration of approximately $233-million under our NCIB. From October 1, 2013 to October 31, 2013, we purchased approximately 2.2 million shares at an average share price of $85 for total consideration of approximately $191-million. Refer to note 10 of the Summarized Notes to the Consolidated Financial Statements for further information.

ADDITIONAL AND NON-IFRS FINANCIAL MEASURES

In the discussion of our performance for the quarter, in addition to the primary measures of earnings and earnings per share reported in accordance with IFRS, we make reference to EBITDA (earnings (loss) before finance costs, income taxes, depreciation and amortization) and Adjusted EBITDA (earnings (loss) before finance costs, income taxes, depreciation and amortization and before finance costs, income taxes, depreciation and amortization of joint ventures). We consider EBITDA and Adjusted EBITDA to be useful measures of performance because income tax jurisdictions and business segments are not synonymous and we believe that allocation of income tax charges distorts the comparability of historical performance for the different business segments. Similarly, financing and related interest charges cannot be allocated to all business units on a basis that is meaningful for comparison with other companies.

EBITDA and Adjusted EBITDA are not recognized measures under IFRS, and our method of calculation may not be comparable to other companies. In addition, these measures should not be used as alternatives to earnings before finance costs and income taxes ("EBIT") as determined in accordance with IFRS.

The following table is a reconciliation of EBITDA and Adjusted EBITDA to EBIT:

Supplemental Information 5, Selected Financial Measures, also provides certain ratios that are not recognized measures under IFRS and our method of calculation may not be comparable to that of other companies. Ratio definitions are provided in Supplemental Information 6, Accompanying Notes to Supplemental Information. Return on operating capital employed and return on capital employed presented in Supplemental Information 5 are measures classified as additional IFRS financial measures, where they reflect Consolidated Agrium. We consider these measures to provide useful information to both management and investors in measuring our financial performance and financial condition.

CRITICAL ACCOUNTING JUDGMENTS AND ESTIMATES

We prepare our financial statements in accordance with IFRS, which requires us to make assumptions and estimates about future events and apply significant judgments. We base our assumptions, estimates and judgments on our historical experience, current trends and all available information that we believe is relevant at the time we prepare the financial statements. However, future events and their effects cannot be determined with certainty. Accordingly, as confirming events occur, actual results could ultimately differ from our assumptions and estimates. Such differences could be material. For further information on the Company's critical accounting judgments and estimates, refer to the section "Critical Accounting Judgments and Estimates" of our 2012 annual Management's Discussion and Analysis, which is contained in our 2012 Annual Report. Since the date of our 2012 annual Management's Discussion and Analysis, there have not been any significant changes to our critical accounting judgments and estimates.

CHANGES IN ACCOUNTING POLICIES

Effective January 1, 2013, Agrium adopted IFRS 11 Joint Arrangements whereby the classification and accounting of our investment in Profertil and other joint arrangements previously accounted for using the proportionate consolidation method are accounted for using the equity method. 2012 figures have been restated and additional information has been provided in the Supplemental Information tables to display the results of our joint ventures. Adjusted EBITDA has been added to show our results before finance costs, income taxes, depreciation and amortization of our joint ventures. Refer to note 3 of the Summarized Notes to the Consolidated Financial Statements for further information.

For information regarding changes in accounting policies, refer to the section "Accounting Standards and Policy Changes Not Yet Implemented" of our 2012 annual Management's Discussion and Analysis, which is contained in our 2012 Annual Report.

BUSINESS RISKS

The information presented on Enterprise Risk Management and Key Business Risks on pages 74 - 77 in our 2012 Annual Report has not changed materially since December 31, 2012.

CONTROLS AND PROCEDURES

There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PUBLIC SECURITIES FILINGS

Additional information about our company, including our 2012 Annual Information Form is filed with the Canadian securities regulatory authorities through SEDAR at www.sedar.com and with the U.S. securities regulatory authorities through EDGAR at www.sec.gov.

OUTLOOK, KEY RISKS AND UNCERTAINTIES

Global production of almost all major field crops is expected to increase in 2013/14, driven primarily by improved growing conditions in the U.S. and former Soviet Union. While official revisions to U.S. corn and soybean yields were not made in October due to the U.S. government shut-down, reports from the field indicate that yields are at or above expectations. In Western Canada, yields of almost all of the major crops are expected to break records this year. Stronger yields help offset the financial impact from lower crop prices and also increased nutrient removal, which are expected to support strong North American application rates in the 2013/14 fertilizer year. Crop nutrient costs are also more affordable than they have been over the recent past.

Strength in demand for crop protection products is expected to continue to be strong in the fourth quarter and into next spring. Growth in demand for crop protection products continues to be supported by increased use of alternative active ingredients to glyphosate in order to counter increased weed resistance to glyphosate, as well as the continued trend toward greater use of fungicides. As harvest wraps up, growers are evaluating 2013 yield results in order to make decisions on 2014 seed varieties.

Nitrogen prices have been relatively steady over the past couple of months at levels close to Chinese production costs. Nitrogen prices receive support given the Chinese urea low tax export season ended October 31, 2013 and Chinese export volumes in November and December are expected to be lower than they were in 2012. Indian urea import demand has been significantly higher than 2012 levels, driven by a favorable monsoon season. U.S. offshore urea imports were approximately 40 percent behind 2012 levels in the third quarter of 2013 while U.S. corn area is expected to decline in 2014, which may result in a 2 percent to 4 percent reduction in nitrogen demand this year. The net impact of these factors is an expectation for a higher pace of U.S. urea imports in the coming months to meet short-term demand.

The potash market has been impacted by significant market uncertainty throughout the third quarter, leading to reduced prices and cautious purchasing behavior that has extended into the fourth quarter in most international markets. Several factors contributed to the uncertainty, including the dissolution of the Belarusian Potash Company, the delay in second half Chinese supply agreements, and the timing of deliveries on Indian contract purchases. Global potash fundamentals remain challenging entering the fourth quarter of 2013 on continued elevated inventories and the expectation that the pace of Brazilian potash imports may decline given an expected reduction in the size of the second corn crop which is planted in January. The outlook for U.S. demand in the fourth quarter of 2013 is more positive as fall potash application rates are expected to be solid.

Phosphate prices declined throughout the third quarter of 2013, as buyers purchased product on a just-in-time basis and global market conditions are likely to remain under pressure in the fourth quarter. Indian demand has been a major source of uncertainty, as the devaluation of the Indian rupee and delayed government subsidy payments have been barriers to imports. While Brazilian DAP/MAP imports set a full-year record by the end of September, the pace of imports is expected to slow in the fourth quarter. However, U.S. phosphate application rates are expected to be supported by high crop yields and affordable nutrient prices.

Forward-Looking Statements

Certain statements and other information included in this MD&A constitute "forward-looking information" and "financial outlook" within the meaning of applicable Canadian securities legislation or constitute "forward-looking statements" within the meaning of applicable U.S. securities legislation (collectively, the "forward-looking statements"). All statements in this MD&A, other than those relating to historical information or current conditions, are forward-looking statements, including, but not limited to, statements as to management's expectations with respect to: future crop and crop input volumes, demand, margins, prices and sales; business and financial prospects; dividends and other plans, strategies, objectives and expectations, including with respect to future operations of Agrium and proposed acquisitions and divestitures and the growth and stability of our earnings. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from such forward-looking statements.

All of the forward-looking statements are qualified by the assumptions that are stated or inherent in such forward-looking statements, including the assumptions listed below. Although Agrium believes that these assumptions are reasonable, this list is not exhaustive of the factors that may affect any of the forward-looking statements and the reader should not place an undue reliance on these assumptions and such forward-looking statements. The key assumptions that have been made in connection with the forward-looking statements include Agrium's ability to successfully integrate and realize the anticipated benefits of its already completed and future acquisitions, including the recently completed acquisition of the Agri-products business of Viterra.

Events or circumstances that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: general economic, market and business conditions, weather conditions including impacts from regional flooding and/or drought conditions; crop prices; the supply and demand and price levels for our major products; governmental and regulatory requirements and actions by governmental authorities, including changes in government policy, government ownership requirements, changes in environmental, tax and other laws or regulations and the interpretation thereof, and political risks, including civil unrest, actions by armed groups or conflict, as well as counterparty and sovereign risk; and other risk factors detailed from time to time in Agrium reports filed with the Canadian securities regulators and the Securities and Exchange Commission in the United States. There is a risk that the Egyptian Misr Fertilizer Production Company nitrogen facility in Egypt may not be allowed to proceed with the completion of the two new facilities. Additionally, there are risks associated with Agrium's acquisition of AWB, including litigation risk resulting from AWB having been named in litigation commenced by the Iraqi Government relating to the United Nations Oil-For-Food Programme. Furthermore, there are risks associated with our acquisition of the Agri-products business of Viterra, including: timing and costs of the associated integration of the retained Viterra business, the size and timing of expected synergies could be less favorable than anticipated; disruption from the acquisition making it more difficult to maintain relationships with customers, employees and suppliers; our efforts to integrate Viterra's business into our existing business could result in the disruption of our ongoing business and other risk factors detailed from time to time in Agrium reports filed with the Canadian securities regulators and the Securities and Exchange Commission in the United States.

The purpose of our guidance for the fourth quarter of 2013 included herein is to assist readers in understanding our expected and targeted financial results and this information may not be appropriate for other purposes.

Agrium disclaims any intention or obligation to update or revise any forward-looking statements in this MD&A as a result of new information or future events, except as may be required under applicable U.S. federal securities laws or applicable Canadian securities legislation.

OTHER

Agrium Inc. is a major Retail supplier of agricultural products and services in North America, South America and Australia and a leading global Wholesale producer and marketer of all three major agricultural nutrients and the premier supplier of specialty fertilizers in North America through our Advanced Technologies business unit. Agrium's strategy is to provide the crop inputs and services needed to feed a growing world. We focus on maximizing shareholder returns by driving continuous improvements to our base businesses, pursuing value-added growth opportunities across the crop input value chain and returning capital to shareholders.

A WEBSITE SIMULCAST of the 2013 3^rd Quarter Conference Call will be available in a listen-only mode beginning November 6^th, 2013 at 9:30 a.m. MST (11:30 a.m. EST). Please visit the following website: www.agrium.com.

AGRIUM INC.

CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED

September 30, 2013

AGRIUM INC.

Summarized Notes to the Consolidated Financial Statements

For the nine months ended September 30, 2013

(Millions of U.S. dollars, except per share amounts)

(Unaudited)

1. Corporate Information

Corporate information

Agrium Inc. ("Agrium") is incorporated under the laws of Canada with common shares listed under the symbol "AGU" on the New York Stock Exchange (NYSE) and the Toronto Stock Exchange (TSX). Our Corporate head office is located at 13131 Lake Fraser Drive S.E. Calgary, Canada. We conduct operations globally from our Wholesale head office in Calgary, and our Retail and Advanced Technologies head offices in Loveland, Colorado, United States.

Agrium (with its subsidiaries) operates three strategic business units:

• Retail operates in North and South America and Australia, and sells crop nutrients, crop protection products, seed and services directly to growers.
• Wholesale operates in North and South America and Europe, and produces, markets and distributes three primary groups of crop nutrients: nitrogen, potash and phosphate for agricultural and industrial customers around the world.
• Advanced Technologies ("AAT") produces and markets controlled-release crop nutrients and micronutrients in the broad-based agriculture, specialty agriculture, professional turf, horticulture, and consumer lawn and garden markets.

Basis of preparation and statement of compliance

These consolidated interim financial statements ("interim financial statements") were approved for issuance by the Audit Committee on November 5, 2013. We prepared these interim financial statements in accordance with International Financial Reporting Standards applicable to the preparation of interim financial statements as issued by the International Accounting Standards Board, including International Accounting Standard 34 Interim Financial Reporting. They do not include all information and disclosures normally provided in annual financial statements and should be read in conjunction with our audited annual financial statements and related notes contained in our 2012 Annual Report, available at www.agrium.com.

Seasonality in our business results from increased demand for our products during planting seasons. Sales are generally higher in spring and fall.

2. Significant Accounting Policies

Except as described below, the accounting policies applied in this consolidated interim financial report are the same as those applied by Agrium in our 2012 Annual Report. The following changes in accounting policies will be reflected in our 2013 Annual Report.

3. Impact of Application of IFRS 11

Upon the application of IFRS 11, effective January 1, 2013 and with retrospective application to January 1, 2012, we reviewed and assessed the legal form and terms of contracts of our investments in joint arrangements. The application of IFRS 11 has changed the classification and subsequent accounting of our investment in Profertil S.A. and other joint arrangements, previously accounted for using the proportionate consolidation method. Under IFRS 11, Profertil S.A. and other joint arrangements are classified as joint ventures and our interest is accounted for using the equity method.

4. Business Acquisition

We acquired certain agri-products assets of Viterra Inc. ("Viterra") from Glencore International plc ("Glencore") on October 1, 2013. The acquired assets include over 200 retail farm centers in Canada and Australia.

We will allocate the majority of assets acquired and liabilities assumed to the Retail business unit. Benefits of the acquisition include expansion of geographical coverage for the sale of crop inputs in Canada, acquisition of a significant customer base and talented workforce, the value of synergies between Agrium and Viterra, and cost savings opportunities.

We have engaged an independent valuation firm to assist us in determining the fair value of the assets acquired, liabilities assumed, including contingent liabilities and provisions, and related deferred income tax impacts. The valuation is in progress; however a provisional purchase price allocation is not yet available due to the inherent complexity of the valuations and the short time frame following the closing date.

We expect the excess of the estimated fair value of the net assets acquired over the purchase price will result in a bargain purchase gain in the three months ending December 31, 2013. We believe that a bargain purchase gain is likely considering the circumstances surrounding the acquisition, including: the motivation of other parties to the transaction to announce the agreement without delay; and Glencore's intention to divest of assets that were not strategic to its operations with a "made in Canada" solution that included favorable terms to us because of our immediate and direct ability to integrate, control, manage and obtain synergies from the acquired assets compared to other bidders due to our unique vertically integrated operating strategy. Before finalizing our estimates of fair values and concluding that a bargain purchase gain is appropriate, we will complete a rigorous review of the assets acquired and liabilities assumed to determine if we should recognize any additional assets or liabilities. We will also review IFRS 3 Business Combinations when determining the measurement of identifiable assets acquired and liabilities assumed at the acquisition date.

Acquisition-related costs of $9-million were recorded in other expenses during the nine months ended September 30, 2013 (2012 - $4-million).

The purchase price and other adjustments will be recorded as a reduction of the advance on acquisition of Viterra Inc.

In April 2013, we increased the total capacity available under our multi-jurisdictional facility from $1.6-billion to $2.5-billion and extended the term by one year to 2017.

On May 28, 2013, we issued $500-million of 3.5 percent debentures due June 1, 2023 and $500-million of 4.9 percent debentures due June 1, 2043.

Our base shelf prospectus permits up to an additional $1.0-billion of common shares, preferred shares, subscription receipts, debt securities or units until April 2014. Issuance of further securities under the base shelf prospectus requires filing a prospectus supplement and is subject to availability of funding in capital markets.

We determine fair value for financial instruments classified as Level 1 using independent quoted market prices for identical instruments in active markets. Fair value for financial instruments classified as Level 2 is estimated using quoted prices for similar instruments in active markets or prices for identical or similar instruments in markets that are not active, or using valuation techniques that are based on industry-accepted third-party models, which make maximum use of market-based inputs.

We determine the fair value of foreign exchange derivative contracts using the income approach. We determine the fair value of gas and power derivative contracts using the market approach. Inputs to fair value determinations include, but are not limited to, current spot prices and forward pricing curves for natural gas and power, current published interest rates and foreign currency exchange rates, market volatility, our own credit risk and counterparty credit risk.

We monitor the availability of observable market data to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or market liquidity generally drive changes in availability of observable market data. Changes in availability of observable market data, which also may result in changing the valuation technique used, are generally the cause of transfers between Level 1, Level 2 and Level 3. There have been no transfers between Level 1 and Level 2 fair value measurements in the reporting period ended September 30, 2013 (September 30, 2012 - no transfers). We do not measure any of our financial instruments using Level 3 inputs.

Fair value of long-term debt is determined based on comparable debt instruments. Carrying value of floating rate debt and all other financial instruments approximates fair value due to the short-term nature of the instruments.

10. Additional Information

Property, plant and equipment

During the nine months ended September 30, 2013, we added $804-million to assets under construction at our Vanscoy Potash facility.

Share capital

During the nine months ended September 30, 2013, we granted to officers and employees 395,759 Tandem Stock Appreciation Rights with a grant price of $101.13 and 193,511 Performance Share Units.

Our authorized share capital consists of unlimited common shares without par value and unlimited preferred shares.

Normal Course Issuer Bid

During the nine months ended September 30, 2013, we purchased two million shares at an average share price of $87 for total consideration of $233-million under our Normal Course Issuer Bid ("NCIB"). From October 1, 2013 to October 31, 2013, we purchased two million shares at an average share price of $85 for total consideration of $191-million. Under the NCIB, we may purchase for cancellation up to 5 percent of our currently issued and outstanding common shares until May 20, 2014. The actual number of shares purchased will be at Agrium's discretion and will depend on market conditions, share prices, Agrium's cash position and other factors.