“Agrium remains committed to growing the business in a disciplined manner, focusing on expanding the stability and diversity of our earnings profile and maintaining a healthy balance sheet.”
Annual Average Margins By Nutrient
Letter from the President & Chief Executive Officer

It is my pleasure to report on 2005, which was an excellent year for Agrium by a number of measures. Our record 2005 earnings and cash flows were propelled by yet another year-over-year improvement across virtually all our product and business lines. We again received important public recognition for our corporate governance practices as well as our human resources programs. Furthermore, our continued emphasis on environmental, health and safety measures and actions delivered another year of improved results on this critical front.

It was also an important year of growth for the Company, with four acquisitions over the past 14 months. The largest acquisition was the Royster-Clark retail business, which is expected to increase our total retail sales to close to $2-billion.

The dedication shown by our employees and the trust that you, the shareholder, have placed in Agrium have been key to our success in 2005. Our excellent results led to a significant increase in our share price. As of mid-February 2006, our share price had increased by 52 percent since the start of 2005 and was more than double the previous five-year average.

Our 2005 Performance in Review

Our exceptional 2005 financial results were supported by record returns for our retail, nitrogen and potash businesses. The highlights included:

  • Our Retail operations earned $113-million in EBITDA in 2005, up almost 15 percent over last year and the ninth straight year of record earnings. Our U.S.-based retail operations continue to deliver the highest margins of any publicly-traded agricultural retailer in the business and we look forward to applying our successful business model to the Royster-Clark retail operations in 2006;
  • Our potash gross profit rose by almost 50 percent in 2005 due to the continued increase in potash prices. Potash accounted for over 25 percent of our North America Wholesale gross profit in 2005. We are in the process of expanding our potash capacity by almost 20 percent, which should come on-stream by the third quarter of 2006;
  • Nitrogen markets were also very strong. Our average nitrogen margins were $84 per tonne, up 17 percent over last year. Our international focused facilities accounted for about half of our nitrogen gross profit, while our Western Canadian facilities accounted for the large majority of our gross profit from our North American nitrogen sales; and
  • Phosphate prices increased again in 2005, but higher production costs for Agrium and for the sector as a whole resulted in our margins being slightly lower than in 2004. Agrium's average phosphate margins continue to exceed the industry average.

Agrium Throughout the Value Chain

Agrium is the only publicly traded fertilizer and agricultural retail company that is involved across the entire agricultural value chain. With our recent retail acquisitions, our retail business has become the largest retailer in the U.S. in terms of direct-to-grower sales.

We have also further increased our diversification by expanding our products and sales in the growing and environmentally friendly value-added specialty fertilizer segment. This unique position enables us to look across the value chain when searching for and evaluating potential growth opportunities. It also provides us with a greater opportunity to make countercyclical investments than our peers, many of whom tend to focus on a particular nutrient or market segment.

Agrium's 2005 Scorecard

As a result of our strong performance, we generated $450-million in cash from operations and put this cash to good use. We retired $301-million of long-term debt and preferred securities and repurchased almost $100-million of common shares. We also made significant progress in our growth strategy on a number of fronts and have maintained a healthy balance sheet in the process.

It was an active year in terms of growth for Agrium. At this time last year I indicated the potential for capacity expansions at three of our existing facilities. We proceeded with two of these three projects in 2005:

  • Expansion of our patented process controlled release urea production capacity by 150,000 tonnes, which was completed in January 2006.
  • We are in the process of expanding our potash capacity by almost 20 percent, or 310,000 tonnes, which is expected to be completed in the third quarter of 2006.
  • At our Profertil facility, we are actively evaluating a possible debottleneck and adding 500,000 tonnes of UAN nitrogen solutions capacity. Demand for UAN solutions has shown a noticeable increase in Argentina over the past few years.

We also have been successful in growing the Company through acquisition by identifying and completing some critical diversification projects in 2005 and early 2006:

  • We acquired Royster-Clark in February 2006 through a successful unsolicited offer which was ultimately supported by a large majority of their unitholders and their Board of Directors. Royster-Clark is one of the largest agricultural retailers in the U.S., with reported revenues in excess of $1-billion and EBITDA of $65-million in 2005. It also has significant associated fertilizer distribution and some wholesale assets.
  • We further grew our retail business with a net addition of 14 retail centers in South America in early 2006 and 11 new farm centers in the U.S. Corn Belt and the Eastern U.S.
  • We announced the acquisition of Nu-Gro specialty fertilizers in late 2005, which closed in early 2006. Nu-Gro is a manufacturer of conventional slow release and professional turf products with four production facilities, annual revenues over $80-million and average margins of about 24 percent. Nu-Gro brings strong customer relationships and a number of widely recognized brands, complementing and expanding Agrium's existing controlled release product offerings. The specialty fertilizer segment is one we intend to continue to grow, given its stable earnings profile and significant growth potential.
  • We acquired the fertilizer distribution assets of Imperial Oil Ltd. with over 190 Western Canadian locations in the summer of 2005, which provides improved access to high return markets.

Another key issue identified in last year's report was the future of our Kenai, Alaska nitrogen facility. While the uncertainty over the future of the facility is still with us, we were able to secure sufficient gas to keep the facility running until November 2006. This positive outcome is a result of a lot of hard work and support from many different groups. Most importantly, I would like to thank the employees at the Kenai, Alaska facility for the commitment and dedication they have shown. I also would like to acknowledge the invaluable support provided by both State and Federal political leaders, particularly Alaska's Governor, Frank Murkowski, and the co-operation of all the Cook Inlet gas suppliers.

Kenai provided a significant contribution to our 2005 results. We expect it will continue to provide a significant contribution to our bottom line again in 2006, even with a higher gas price and a somewhat lower level of production. We remain committed to working with local gas suppliers to attempt to secure economic gas supplies that would allow the facility to continue to operate beyond 2006. We are also looking at potential longer-term solutions for the facility including the possibility of working with partners to develop coal gasification as a possible long-term feedstock.

Annual Average Margins By Nutrient

The Ingredients for Growth

Growth is what Agrium is all about. We provide the world's growers with the major ingredients to help them optimize yields and produce high quality food to feed a growing world population whose demand for improving diets is increasing as standards of living improve. We also believe we have the necessary "ingredients" to strategically grow Agrium for the benefit of shareholders, customers and employees alike.

We have been transforming Agrium over the past few years to a more stable and diversified earnings profile and will continue to do so in the coming years. The graph below illustrates both the strong financial results and the diversity of our current earnings profile. This diversity will be further enhanced in 2006 due to recent acquisitions and expansions. We intend to continue to focus on growth and to follow through on our proven strategy by growing the stable portion of our business while continuing to benefit from the leverage of more cyclical businesses and products.

Social & Environmental Responsibility

The majority of our products and services are sold to farmers to allow them to optimize crop yields and quality. However, we operate our business with the full recognition that the production process and handling of some of our products also has the potential to cause harm if appropriate practices and procedures are not correctly followed. As a result, we have always had a strong commitment to environmental, health and safety procedures, measures and results. Through our sustained emphasis in the area, we again improved on our results on the large majority of our performance indicators in 2005, including reduced total reportable employee injury and fewer environmental incidents.

Our commitment to the environment is demonstrated further through our leading position in developing new controlled release products and production processes, and bringing this technology to growers across North America and eventually around the world. These products provide significant benefits to the environment while also benefiting the grower's bottom line.

Our dedication to social and environmental business practices was recognized in 2005. It was very rewarding to be named as one of Canada's Best 50 Corporate Citizens by Corporate Knights earlier this year. Corporate Knights ranks companies in five categories: environmental; international stakeholder relations and human rights; product safety and business practices; community relations and employee relations and diversity in the workplace.

Looking Forward

Agrium has grown its net sales more than 11-fold since going public in 1993 through a combination of acquisitions, expansions, developing new products and increasing sales through market growth and a greater focus on distribution and marketing of third party product. Agrium remains committed to growing the business in a disciplined manner, focusing on expanding the stability and diversity of our earnings profile and maintaining a healthy balance sheet.

As we look forward over the next few years we are particularly excited about our growth prospects for our retail business, given our recent acquisitions and the continued growth in our product offerings such as seed sales. We expect increased earnings from our current and potential future potash expansions, our growing specialty fertilizer business, and further expansion of our global distribution and North American fertilizer import capabilities.

Our key priorities in 2006 will be:

  • the integration of Royster-Clark's operation with a goal of achieving more than $30-million in margin improvement and cost savings in 2007, with about 50 percent of these synergies realized in 2006, excluding one-time integration and transaction costs;
  • successfully integrating the Nu-Gro business, while optimizing the opportunity from our controlled release expansion, thereby creating a separate business unit to further expand on this growing and environmentally friendly business opportunity;
  • complete all the necessary work to make a decision on building a new nitrogen production facility in Egypt in the third quarter of 2006, as part of our objective to enhance our low cost position in our international nitrogen business;
  • start up potash expansion by the start of the fourth quarter of 2006;
  • continuing to build on our strong corporate governance and high performance culture,
  • fully complying with the provisions of Sarbanes-Oxley Act by the end of 2006;
  • deliver on additional growth opportunities in 2006; and,
  • maintain our disciplined approach to growth, while ensuring a solid financial position.

Focus on the Community & Our Employees

The kinds of results and successes we have achieved this year could not have been possible without the dedication and hard work of Agrium's employees. We are particularly proud of Agrium being named as one of the Top 100 employers in Canada by Maclean's magazine. This is a clear acknowledgement of the strides we have made in implementing our human resource strategy as well as our dedicated work in the community.

This annual "best of class" list is based on extensive criteria and aims to showcase Canada's top employers with best practices in recruitment and retention. We were chosen out of 1,200 participating companies, with the evaluation being made in seven key areas such as employee communications, performance management, and training and skills development. Companies were also assessed on their level of community involvement.

I would be remiss if I did not take this opportunity to extend my sincerest gratitude to three key senior staff members who left Agrium in 2005; John Yokley, Dorothy Bower and Bill McClung. Each of these three individuals served the Company and the industry for over 20 years and all have been instrumental to our many accomplishments during that period. On behalf of your colleagues, the Board and myself I would like to extend our heartfelt thanks for your many contributions.

We welcomed Andrew Mittag to Agrium this year, Andrew brings to Agrium over 20 years' business experience with numerous major corporations. He will be taking on the role as Senior Vice President, Corporate Development and Strategy. I would also like to welcome Kevin Helash, Vice President, Marketing and Distribution, Angela Lekatsas, Vice President and Corporate Controller and Stephen Dyer, Vice President, Manufacturing to the senior management team.

I would like to close off by extending my sincerest thanks to you, the shareholder, for your continued faith and interest in Agrium. I am particularly grateful to all of our employees for the continued commitment and hard work they have shown and to the Board for their guidance and counsel. I am confident that together we will continue to grow our Company.

Signature of Michael M. Wilson
Michael M. Wilson
President & Chief Executive Officer
February 22, 2006