Fundamentals of Growth

Agrium and CF

As of April 8, 2009

Presentation

Fundamentals of Growth

2

Important Information

This presentation does not constitute an offer to exchange, or a solicitation of an offer to exchange, common stock of CF Industries Holdings, Inc. (“CF”),

nor is it a substitute for the Tender Offer Statement on Schedule TO or the Prospectus/Offer to Exchange included in the Registration Statement on Form

F-4 (including the Letter of Transmittal and related documents) (collectively, as amended from time to time, the “Exchange Offer Documents”) filed by

Agrium Inc. (“Agrium”) with the U.S. Securities and Exchange Commission (the “SEC”) on March 16, 2009, as amended. The Registration Statement on

Form F-4 has not yet become effective. The offer to exchange is made only through the Exchange Offer Documents. INVESTORS AND SECURITY

HOLDERS OF AGRIUM AND CF ARE URGED TO READ THE EXCHANGE OFFER DOCUMENTS AND OTHER RELEVANT MATERIALS FILED

WITH THE SEC CAREFULLY IN THEIR ENTIRETY AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION

ABOUT THE OFFER TO EXCHANGE.

In connection with the solicitation of proxies for the 2009 annual meeting of stockholders of CF, Agrium and its wholly-owned subsidiary North Acquisition

Co. (“North”) filed a definitive proxy statement with the SEC on April 6, 2009.  The definitive proxy statement of Agrium and North and accompanying

proxy card will be mailed to stockholders of CF. INVESTORS AND SECURITY HOLDERS OF CF ARE URGED TO READ THE PROXY STATEMENT

AND OTHER RELEVANT MATERIALS CAREFULLY IN THEIR ENTIRETY AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN

IMPORTANT INFORMATION. 

Copies of any documents filed by Agrium with the SEC are available free of charge through the web site maintained by the SEC at www.sec.gov, by

calling the SEC at telephone number 800-SEC-0330 or by directing a request to the Agrium Investor Relations/Media Department, Agrium Inc, 13131

Lake Fraser Drive S.E., Calgary, Alberta, Canada T2J 7E8.  Free copies of any such documents can also be obtained by calling Georgeson Inc. toll-free

at (866) 318-0506.

Agrium, North, their respective directors and executive officers and certain other persons are deemed to be participants in the solicitation of proxies from

CF stockholders for CF’s 2009 annual meeting of stockholders. Information regarding such participants and a description of their direct and indirect

interests in such solicitation, by securities holdings or otherwise, is contained in the definitive proxy statement filed by Agrium and North with the SEC on

April 6, 2009. 

Agrium, North, their respective directors and executive officers and certain other persons may be deemed to be participants in any solicitation of proxies

from CF’s stockholders in respect of the proposed transaction with CF. Information regarding Agrium’s directors and executive officers is available in its

management proxy circular dated April 3, 2009 relating to the annual general meeting of its shareholders to be held on May 13, 2009. Other information

regarding potential participants in such proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be

contained in any proxy statement filed in connection with the proposed transaction. 

All information in this presentation concerning CF, including its business, operations and financial results, was obtained from public sources. While

Agrium has no knowledge that any such information is inaccurate or incomplete, Agrium has not had the opportunity to verify any of that information.

Fundamentals of Growth

3

Forward-Looking Statements

Certain statements and other information included in this presentation constitute “forward-looking information” within the meaning of applicable Canadian

securities legislation or “forward-looking statements” (together, “forward-looking statements”).  All statements in this presentation, other than those

relating to historical information or current condition, are forward-looking statements, including, but not limited to, estimates, forecasts and statements as

to management’s expectations with respect to, among other things, business and financial prospects, financial multiples and accretion estimates, future

trends, plans, strategies, objectives and expectations, including with respect to future operations following the proposed acquisition of CF. 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.  Events or circumstances that could cause actual results to differ materially from those in the

forward-looking statements, include, but are not limited to, CF’s failure to accept Agrium’s proposal and enter into a definitive agreement to effect the

transaction, Agrium common shares issued in connection with the proposed acquisition may have a market value lower than expected, the businesses of

Agrium and CF, or any other recent business acquisitions, may not be integrated successfully or such integration may be more difficult, time-consuming

or costly than expected, the expected combination benefits and synergies and costs savings from the Agrium/CF transaction may not be fully realized or

not realized within the expected time frame, the possible delay in the completion of the steps required to be taken for the eventual combination of the two

companies, including the possibility that approvals or clearances required to be obtained from regulatory and other agencies and bodies will not be

obtained in a timely manner or will be obtained on conditions that may require divestiture of assets expected to be acquired, disruption from the

proposed transaction making it more difficult to maintain relationships with customers, employees and suppliers, general business and economic

conditions, interest rates, exchange rates and tax rates, weather conditions, crop prices, the supply, demand and  price level for our major products, gas

prices and gas availability, operating rates and production costs, domestic fertilizer consumption and any changes in government policy in key

agriculture markets, including the application of price controls and tariffs on fertilizers and the availability of subsidies or changes in their amounts,

changes in development plans, construction progress, political risks, including civil unrest, actions by armed groups or conflict, governmental and

regulatory requirements and actions by governmental authorities, including changes in government policy, changes in environmental, tax and other laws

or regulations and the interpretation thereof and other risk factors detailed from time to time in Agrium and CF’s reports filed with the SEC.  Agrium

disclaims any intention or obligation to update or revise any forward-looking statements in this presentation 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.

These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and perception of historical

trends, current conditions and expected future developments as well as other factors we believe are appropriate in the circumstances. Expected future

developments are based, in part, upon assumptions respecting our ability to successfully integrate the businesses of Agrium and CF, or any other recent

acquisitions.

All of the forward-looking statements contained herein are qualified by these cautionary statements and by the assumptions that are stated or inherent in

such forward-looking statements. Although we believe these assumptions are reasonable, undue reliance should not be placed on these assumptions

and such forward-looking statements. The key assumptions that have been made in connection with the forward-looking statements include, but are not

limited to, CF’s acceptance of Agrium’s proposal and the entering into of a definitive agreement to effect the proposed transaction, closing the proposed

transaction, the market value of Agrium common shares issued in connection with the proposed acquisition, our ability to successfully integrate within

expected time frames and costs, and realize the expected combination benefits and synergies and costs savings from the combination of the businesses

of Agrium and CF, or any other recent business acquisitions, and our ability to maintain relationships with customers, employees and suppliers during

the course of the proposed transaction.

Fundamentals of Growth

4

0

400

800

1,200

1,600

2,000

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

0.0x

2.0x

4.0x

6.0x

8.0x

10.0x

Transaction Multiples

Natural Gas (UScents/MMBtu)

Urea (US$/ST)

Ammonia (US$/MT)

Mississippi Chemical

/ Terra Industries

Multiple: 2.3x

Margin: 14%

Saskferco

Products /

Yara

International

Multiple: 7.9x

Margin: 40%

Terra Industries / CF

Industries

Multiple: 2.5x

Unaffected Multiple

(1)

: 1.7x

Margin: 33%

Unocal (Agriculture

business) / Agrium

Multiple: 6.5x

Margin: 12%

Precedent Nitrogen Transaction Multiples

•

Valuation multiples vary widely due to volatile natural gas prices relative to nitrogen fertilizer prices

–

Acquisitions are based on forward margin expectations, not trailing margins

•

LTM trading multiples are at recent lows due to record nitrogen sector margins in 2008

CF Industries / Agrium

Multiple: 2.7x

Margin: 29%

(2)

(3)

(4)

E

E

E

(1)

CF actual share price at Jan 15 of $47.23 grown at 5% to Mar 20 (the trading day prior to CF’s current

bid), consistent with Global Fertilizer Peer growth over same period (reference slide 5)

(2)

Henry Hub, from Bloomberg. Forward-looking estimates per Bloomberg consensus

(3)

ICIS-LOR Urea Granular Bulk US Gulf Tn FOB, from Bloomberg. Forward-looking estimates per 

British Sulphur NOLA Granular converted to ST at 1.1023 per MT.  Assumes mid-year pricing

(4)

ICIS-LOR Ammonia Sulphate Bulk Black Sea FOB, from Bloomberg. Forward-looking estimates

per British Sulphur Black Sea FOB. Assumes mid-year pricing

Fundamentals of Growth

5

•

CF

stock

has

traded

up

significantly

due

to

Agrium’s

offer

–

Share

price

appreciation

exceeds

global

fertilizer

peers

(1)

and

S&P500

Attractive Premium to CF Stockholders

(1)

Global

Fertilizer

Peers

include:

Yara,

Potash,

Mosaic,

Intrepid,

ICL

and

K+S.

ICL

and

K+S

converted to US$ at daily exchange rates

(2)

CF

actual

share

price

at

Jan

15

of

$47.23

grown

at

10%

to

Apr

7,

consistent

with

Global

Fertilizer

Peers growth over same period

Market trading data as of Apr 7, 2009

60%

80%

100%

120%

140%

160%

15-Jan-09

4-Feb-09

25-Feb-09

27-Mar-09

CF Actual,

Jan 15:

$47.23

CF Actual:

+49%; $70.30

Global Fertilizer

Peers

(1)

:

+10%; Implied

Unaffected CF

Share

Price

(2)

$52.14

Initial

Agrium

Offer

Revised

Agrium

Offer

S&P500:

-3%

Fundamentals of Growth

6

Transaction Valuation

•

Agrium has historically traded at a significant premium to CF due to superior

product and business mix

–

Average 8.8x vs 5.7x LTM EBITDA for Agrium and CF respectively, since CF’s IPO in

August

2005

(1)

•

Agrium is paying 62% greater multiple for CF than CF is paying for Terra

–

4.7x

vs.

2.9x

2010E

EBITDA

(2)

using

CF’s

share

price

adjusted

to

exclude

the

effects

of

Agrium’s offer

–

Agrium

is

trading

at

4.5x

consensus

2010E

EBITDA

(2)

(1)

Capital IQ

(2)

Bloomberg consensus EBITDA estimates

(3)

$31.70 cash, one Agrium share at $40.30, as at Feb 24, 2009 (the trading day prior to Agrium’s 

initial bid)

(4)

$35.00 cash, one Agrium share at $39.90, as at Mar 26, 2009 (the trading day prior to Agrium’s

current bid)

(5)

CF Bid for Terra of $30.50 as at Mar 20 (the trading day prior to CF’s current bid), subject to 

collar of minimum 0.4129 and maximum 0.4539 CF shares per Terra share

(6)

Based on CF actual share price of $47.23 at Jan 15 growth at 5% to Mar 20 (the trading day prior

to CF’s current bid), consistent with Global Fertilizer Peers over same period (reference slide 5)

Current

Agrium / CF Bid

CF / Terra Bid

Agrium

CF Industries

CF -

Unaffected

Initial Bid

(3)

Current Bid

(4)

Current Bid

(5)

Unaffected Bid

(6)

Price

$36.96

$70.30

$52.14

$72.00

$74.90

$30.50

$22.45

Premium To Jan-15 Price

15%

49%

10%

52%

59%

87%

38%

Multiple of EBITDA

LTM

3.4x

2.3x

1.5x

2.6x

2.7x

2.5x

1.7x

2009E

(2)

4.6x

4.2x

2.8x

4.3x

4.5x

4.4x

2.9x

2010E

(2)

4.5x

4.3x

2.9x

4.5x

4.7x

4.4x

2.9x