Fundamentals of Growth

Agrium:

Response to CF’s

June 4 Form 425

Assertions

June 2009

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.

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 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 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

constitute

“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

Unaffected CF Share Price

1)

Sector growth applied to stock price,

supported by cash on balance sheet

–

CF’s stock price supported by $16.64/share

net cash (~21% of equity value)

–

Cash does not vary with stock price

movements: growth should be applied only

to operating assets

–

None of the global fertilizer peers have

material net cash as a % of equity value

–

Ref. ISS Presentation, pp. 24, 26, 28

–

See also p. 8 of this document

2)

$3.00/share “Short Interest”

–

Feb 23 price already ahead of peer group

since Jan 15

–

Additional $5.58 for trading on Feb 24

where CF significantly outperformed peers

(CF up 11%, peer group up 4%)

–

Additional $3.00 to this already “spiked”

price of Feb 24

–

Ref. ISS Presentation, pp. 24-27, 52-53

3)

Biased Start Date

–

Feb 24 provides CF with highest

“unaffected”

price of any starting calculation

date this year

–

Ref. ISS Presentation, pp. 24-27, 52-53

CF Form 425

Agrium Response

Fundamentals of Growth

5

CF Stock Price

Corrected 2010E Value per Share

and Implied Agrium Offer Premium

(1)

Based on CF stated peer group of Intrepid, Israel Chemicals, K+S, Mosaic, Potash, and Yara

(2)

Includes option proceeds of $46.1million or 1.758994 million options with a weighted average

exercise price of $26.22

CF Form 425

Agrium Response

1)

Agrium believes the market is

focused on 2010E multiple, not 2009E

–

2010E provides a longer-term outlook on

industry profitability

–

Street estimates for peer group EV/EBITDA

multiples are significantly lower for 2010E

than 2009E

–

Ref. ISS Presentation, pp. 17-21

2)

Street estimates for EBITDA must be

adjusted for comparability

–

Equity research analysts differ in their

inclusion of minority interest and equity

investment earnings in CF’s EBITDA

–

Consensus ‘owned’

EBITDA for 2009E of

$622 million vs. 2010E of $589 million

–

Ref. ISS Presentation, pp. 40-41

As at Jun 1, 2009

Base Premium (%)

Applied

2010E EBITDA Multiple

(1)

6.4x

(33%)

4.3x

2010E 'Owned' EBITDA

$589

Aggregate Value

$2,524

Debt Less Cash

(2)

881

Equity Value

$3,406

Fully Diluted Shares Outstanding

50.2

Value per Share

$67.87

Jun 1 Implied Agrium Offer

$89.70

Offer Implied Premium / (Discount)

32.2%

Fundamentals of Growth

Fundamentals of Growth

6

Global Peers Trading Multiples

4)

Minority interest not part of EV if

deducted from EBITDA

–

Street “consensus”

more closely

approximates ‘owned’

EBITDA vs.

consolidated

–

Adding minority interest to EV when

EBITDA excludes minority interest

overstates CF EV and EV/EBITDA multiple

3)

Customer advances not part of EV

–

Essentially working capital that must be

deployed for future sales

–

Not a source of equity or debt capital to

fund operating assets

–

Overstates CF EV and EV/EBITDA multiple

2)

Street estimates closer to ‘owned’

EBITDA vs. consolidated

–

CF does not own all its EBITDA; need to

deduct for minority interest

–

Ref. ISS Presentation, pp. 40-41

1)

Inconsistent peer group

–

Includes Agrium, CF, Terra: none of these

included in “stock price”

peer group (CF pg

4) or “current sector valuations”

(CF pg 6)

–

CF and Terra are both affected

(1)

Source:

Capital

IQ.

Consistent

peer

group

cited

by

CF

in

“Stock

Price”

and

“Sector

Valuations”

(pp.

4

and

6,

respectively

in

CF’s

Form

225):

Intrepid,

Israel

Chemicals,

K+S,

Mosaic, Potash and Yara.  NTM for Q1 2008 onwards incorporates 2009E estimates;

last three quarters 2009E assumes even distribution across quarters

(2)

Reflects leakeage of minority interest and addition of equity investment income

Corrected EBITDA NTM Multiples

(1)

3-Year Average

Current

Peers:

8.2x

7.6x

CF ‘Owned’

(2)

:

4.0x

5.2x

•

On an ‘owned’

basis, CF is

trading a full multiple of

estimated EBITDA above

its

3-year average actual NTM

CF Form 425

Agrium Response

Fundamentals of Growth

Fundamentals of Growth

7

Current Sector Valuations

3)

Agrium, which is trading at the

lowest multiple of CF’s unaffected

peers, is not included in CF’s set of

comparable companies

1)

Agrium believes 2010E EBITDA is a

more appropriate estimate to use

than NTM, as it provides a longer-

term outlook on industry profitability

CF Form 425

Agrium Response

2)

Potash companies are trading at the

highest multiples of the three main

sectors (nitrogen, phosphate, and

potash)

–

Consistent with historical trading multiples

–

Biases upward the average multiple for CF

–

Ref. ISS Presentation, p. 22

Fundamentals of Growth

8

(US$ in millions)

POT

Yara

IPI

ICL

K+S

MOS

CF

AGU

TRA

CF Owned

EBITDA

TRA Owned

EBITDA

Price (US$ / share)

$

117.06

$

33.49

$

33.65

$

11.84

$

77.63

$

56.47

$

80.31

$

49.70

$

28.60

$

80.31

$

28.60

Diluted Shares (mm)

304.8

289.8

75.0

1,291.7

164.8

446.7

49.7

158.4

99.7

49.7

99.7

Diluted Market Cap

$

35,678

$

9,707

$

2,525

$

15,300

$

12,797

$

25,223

$

3,988

$

7,875

$

2,851

$

3,988

$

2,851

Total Debt

$

3,364

$

4,187

$

-

$

1,504

$

285

$

1,388

$

4

$

1,907

$

330

$

4

$

330

Cash

(255)

(682)

(102)

(458)

(199)

(2,529)

(839)

(86)

(1,020)

(839)

(1,020)

Equity Investments

(2,889)

(1,685)

-

(27)

(33)

(301)

(44)

(330)

(254)

-

-

Preferred Stock

-

-

-

-

-

-

-

-

2

-

2

Minority Interest

-

27

-

63

2

20

32

13

101

-

-

Enterprise Value

$

35,898

$

11,555

$

2,422

$

16,382

$

12,853

$

23,801

$

3,141

$

9,379

$

2,011

$

3,153

$

2,163

2010E EBITDA

$

5,025

$

1,715

$

382

$

2,615

$

2,100

$

4,116

$

602

$

1,881

$

481

$

589

$

475

EV / 2010E EBITDA

7.1

x

6.7

x

6.3

x

6.3

x

6.1

x

5.8

x

5.2

x

5.0

x

4.2

x

5.4

x

4.5

x

Net Debt (Net Cash)

$

3,109

$

3,505

$(102)

$

1,047

$

86

$(1,141)

$(835)

$

1,821

$(690)

$(835)

$(690)

Net Cash as % Mkt Cap

NM

NM

4.1%

NM

NM

4.5%

20.9%

NM

24.2%

20.9%

24.2%

Current Sector Valuations

Source: Market data as at June 1, 2010E consensus consolidated EBITDA estimates per Bloomberg,

calendarized to December. Balance sheet data per most recent company filings.  Includes Potash,

Yara, Intrepid, Israel Chemical, K+S, Mosaic and Agrium; excludes CF

Note: Owned EBITDA estimates for CF and TRA as at May 29, and are adjusted to reflect leakage of

minority interest and addition of equity investment income

(1) Peers include Potash Corp, Yara, Intrepid Potash, Israel Chemicals, K+S, Mosaic and Agrium

Agrium’s

methodology

indicates an

average peer EV

/ 2010E EBITDA

multiple of 6.2x

Multiples are

biased upward

due to potash

weighting

CF and TRA net cash balances significantly

greater proportion of equity value vs. peers

Fundamentals of Growth

9

Market Increases vs. Agrium’s Offer

2)

CF’s Q1 balance sheet cash increase

was predictable as it came directly

from the release of observed working

capital

–

These expectations were factored at the

time of Agrium’s original bid

–

Ref. ISS Presentation, p. 23

1)

Agrium does not believe CF’s share

price should increase in line with

these composites given the “reverse

leverage”

created

by

the

$16.64

per

share of net cash in the business

–

This value does not vary with stock price

movements

–

Ref. ISS Presentation, pp. 24-28  

CF Form 425

Agrium Response

Fundamentals of Growth

10

CF Shareholder Base

1)

GROWMARK filed a Form 144 on May

11, 2009 giving notice of its intention

to sell 1.5 million shares.  Rule 144(h)

under the Securities Act requires that

the person filing a Form 144 “have a

bona fide intention”

to sell shares

within a reasonable period of time

–

Ref. ISS Presentation, pp. 14-15

–

See also Appendix of this document

(pp. 11-12)

CF Form 425

Agrium Response

2)

Since Growmark

has made a public

statement acknowledging that it has

not yet sold shares, we stand

corrected

Fundamentals of Growth

11

Appendix

Fundamentals of Growth

12

Appendix