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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-10351
POTASH CORPORATION OF SASKATCHEWAN INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
SASKATCHEWAN, CANADA N/A
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
122 - 1ST AVENUE SOUTH S7K 7G3
SASKATOON, SASKATCHEWAN, CANADA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
306-933-8500
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As at October 31, 2001, Potash Corporation of Saskatchewan Inc. (the
"Company") had 51,893,773 Common Shares outstanding.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
These interim consolidated financial statements do not include all
disclosures normally provided in annual financial statements and should be read
in conjunction with the most recent annual financial statements. In management's
opinion, the unaudited financial information includes all adjustments
(consisting solely of normal recurring adjustments) necessary to present fairly
such information. Interim results are not necessarily indicative of the results
expected for the fiscal year.
POTASH CORPORATION OF SASKATCHEWAN INC.
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(IN MILLIONS OF US DOLLARS)
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
2001 2000 2001 2000
-------------------------------------------------------------------------------------------------
Net sales $460.2 $542.7 $1,638.4 $1,694.1
Cost of goods sold 392.6 422.2 1,301.9 1,317.5
-------------------------------------------------------------------------------------------------
GROSS MARGIN 67.6 120.5 336.5 376.6
-------------------------------------------------------------------------------------------------
Selling and administrative 23.9 30.6 72.8 79.3
Provincial mining and other taxes 17.8 18.7 54.3 66.5
Foreign exchange gain (10.0) (4.7) (10.8) (9.0)
Other income (3.9) (4.2) (20.5) (44.1)
-------------------------------------------------------------------------------------------------
27.8 40.4 95.8 92.7
-------------------------------------------------------------------------------------------------
OPERATING INCOME 39.8 80.1 240.7 283.9
INTEREST EXPENSE 22.4 16.6 58.4 45.9
-------------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES 17.4 63.5 182.3 238.0
INCOME TAXES (NOTE 4) 6.3 17.1 65.6 59.9
-------------------------------------------------------------------------------------------------
NET INCOME $ 11.1 $ 46.4 116.7 178.1
==================
RETAINED EARNINGS, BEGINNING OF PERIOD 570.5 424.4
DIVIDENDS (39.0) (39.2)
-------------------------------------------------------------------------------------------------
RETAINED EARNINGS, END OF PERIOD $ 648.2 $ 563.3
=================================================================================================
NET INCOME PER SHARE (NOTE 5)
BASIC $ 0.21 $ 0.89 $ 2.25 $ 3.38
FULLY DILUTED $ 0.21 $ 0.89 $ 2.24 $ 3.36
=================================================================================================
DIVIDENDS PER SHARE $ 0.25 $ 0.25 $ 0.75 $ 0.74
=================================================================================================
(See Notes to the Consolidated Financial Statements)
2
POTASH CORPORATION OF SASKATCHEWAN INC.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(IN MILLIONS OF US DOLLARS)
SEPTEMBER 30, DECEMBER 31,
2001 2000
-------------------------------------------------------------------------------------------
(UNAUDITED)
ASSETS
Current Assets
Cash and cash equivalents $ 61.4 $ 100.0
Accounts receivable 289.5 326.6
Inventories (Note 3) 464.7 406.2
Prepaid expenses 44.9 38.9
-------------------------------------------------------------------------------------------
860.5 871.7
Property, plant and equipment 3,229.0 2,910.1
Goodwill 104.2 106.4
Other assets 294.3 257.5
-------------------------------------------------------------------------------------------
$4,488.0 $4,145.7
===========================================================================================
LIABILITIES
Current Liabilities
Short-term debt $ 334.8 $ 488.8
Accounts payable and accrued charges 315.5 525.9
Current portion of long-term debt 5.8 5.7
-------------------------------------------------------------------------------------------
656.1 1,020.4
Long-term debt 1,013.7 413.7
Future income tax liability 460.3 435.1
Accrued post-retirement/post-employment benefits 174.5 175.1
Accrued reclamation costs 84.1 83.0
Other non-current liabilities and deferred credits 6.9 6.3
-------------------------------------------------------------------------------------------
2,395.6 2,133.6
-------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Share Capital 1,180.0 1,177.4
Unlimited authorization of common shares without par value;
issued and outstanding 51,887,773 and 51,840,572 at
September 30, 2001 and December 31, 2000, respectively
Contributed Surplus 264.2 264.2
Retained Earnings 648.2 570.5
-------------------------------------------------------------------------------------------
2,092.4 2,012.1
-------------------------------------------------------------------------------------------
$4,488.0 $4,145.7
===========================================================================================
(See Notes to the Consolidated Financial Statements)
3
POTASH CORPORATION OF SASKATCHEWAN INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
(IN MILLIONS OF US DOLLARS)
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
2001 2000 2001 2000
------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
Net income $ 11.1 $ 46.4 $ 116.7 $ 178.1
Items not affecting cash
Depreciation and amortization 53.7 46.5 148.1 143.9
Loss (gain) on disposal of assets 0.3 -- 0.2 (19.1)
Provision for future income tax 4.7 13.7 49.2 32.9
Provision for post-retirement/post-employment
benefits (0.1) 3.5 (0.6) 8.1
------------------------------------------------------------------------------------------------
69.7 110.1 313.6 343.9
CHANGES IN NON-CASH OPERATING WORKING CAPITAL
Accounts receivable 3.1 (53.4) 37.1 (53.5)
Inventories 10.5 (14.5) (59.7) (26.1)
Prepaid expenses 3.4 7.0 (6.0) 3.4
Accounts payable and accrued charges (36.5) 58.1 (187.7) 85.6
Current income taxes 4.5 8.3 (37.8) 11.5
Accrued reclamation costs 1.3 (0.6) (2.6) (2.5)
Other non-current liabilities and deferred credits 1.0 1.2 0.7 (1.4)
------------------------------------------------------------------------------------------------
CASH PROVIDED BY OPERATING ACTIVITIES 57.0 116.2 57.6 360.9
------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Additions to property, plant and equipment (33.5) (30.3) (455.2) (141.3)
Acquisition of Albright & Wilson Company -- -- -- (32.0)
Proceeds from disposal of assets -- 0.1 -- 8.1
Additions to other assets (18.9) (11.1) (50.5) (38.7)
------------------------------------------------------------------------------------------------
CASH USED IN INVESTING ACTIVITIES (52.4) (41.3) (505.7) (203.9)
------------------------------------------------------------------------------------------------
CASH (DEFICIENCY) BEFORE FINANCING ACTIVITIES 4.6 74.9 (448.1) 157.0
------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Proceeds from long-term debt -- -- 600.0 --
Repayment of long-term debt -- (23.0) -- (23.6)
Proceeds from (repayment of) short-term debt 17.8 70.3 (154.0) 60.9
Dividends (13.0) (13.1) (39.0) (39.2)
Repurchase of shares -- (44.5) -- (104.2)
Issuance of shares 0.4 -- 2.5 0.7
------------------------------------------------------------------------------------------------
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 5.2 (10.3) 409.5 (105.4)
------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 9.8 64.6 (38.6) 51.6
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 51.6 31.0 100.0 44.0
------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 61.4 $ 95.6 $ 61.4 $ 95.6
================================================================================================
Supplemental cash flow disclosure
Interest paid $ 0.3 $ 9.7 $ 33.4 $ 43.1
Income taxes paid (refunded) $ 2.8 $ (4.3) $ 52.2 $ 11.4
(See Notes to the Consolidated Financial Statements)
4
POTASH CORPORATION OF SASKATCHEWAN INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(IN MILLIONS OF US DOLLARS)
(UNAUDITED)
1. SIGNIFICANT ACCOUNTING POLICIES
The Company's accounting policies are in accordance with accounting
principles generally accepted in Canada ("Canadian GAAP"). These policies are
consistent with accounting principles generally accepted in the United States
("US GAAP") except as outlined in Note 8. The accounting policies used in
preparing these interim financial statements are consistent with those used in
the preparation of the annual financial statements.
BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Potash
Corporation of Saskatchewan Inc. ("PCS") and its principal operating
subsidiaries (the "Company" except to the extent the context otherwise
requires):
-- PCS Sales (Canada) Inc.
-- PCS Joint Venture, LP.
-- PCS Sales (USA), Inc.
-- PCS Phosphate Company, Inc.
-- PCS Purified Phosphates
-- White Springs Agricultural Chemicals, Inc.
-- PCS Nitrogen, Inc.
-- PCS Nitrogen Fertilizer, L.P.
-- PCS Nitrogen Ohio, L.P.
-- PCS Nitrogen Limited
-- PCS Nitrogen Fertilizer Limited
-- PCS Nitrogen Trinidad Limited
-- PCS Cassidy Lake Company
-- PCS Yumbes S.C.M.
-- PCS Fosfatos do Brasil Ltda.
2. CHANGE IN ACCOUNTING POLICY
The Company has adopted the provisions of section 3500 of the Canadian
Institute of Chartered Accountants Handbook "Earnings Per Share". This
pronouncement requires that fully diluted earnings per share be calculated using
the treasury stock method rather than the imputed earnings method. The effect of
this change on fully diluted earnings per share is not significant in any of the
periods presented.
3. INVENTORIES
SEPTEMBER 30, DECEMBER 31,
2001 2000
-------------------------------------------------------------------------------------------
(UNAUDITED)
Finished product $135.4 $131.5
Materials and supplies 113.0 114.5
Raw materials 58.6 16.9
Work in process 157.7 143.3
-------------------------------------------------------------------------------------------
$464.7 $406.2
===========================================================================================
5
4. INCOME TAXES
The Company's effective consolidated income tax rate for the third quarter
and first nine months of 2001 approximates 36 percent. In 2000, this rate was 27
percent; however, the gain on the sale of the shares of Moab Salt Inc. ("Moab")
in February 2000 (for which there was no tax effect) resulted in a lower rate on
a year-to-date basis.
5. NET INCOME PER SHARE
Basic net income per share for the quarter is calculated on the weighted
average shares issued and outstanding for the three months ended September 30,
2001 of 51,875,000 (2000 -- 52,031,000). Basic net income per share for the
year-to-date is calculated on the weighted average shares issued and outstanding
for the nine months ended September 30, 2001 of 51,867,000 (2000 -- 52,651,000).
Fully diluted net income per share is calculated based on the weighted average
shares issued and outstanding during the period, adjusted by the total of the
additional common shares that would have been issued assuming exercise of all
share options with exercise prices at or below the average market price for the
period. Weighted average shares outstanding for the fully diluted net income per
share calculation for the quarter were 52,166,000 (2000 -- 52,299,000) and for
the year-to-date were 52,183,000 (2000 -- 52,920,000).
6. SEGMENT INFORMATION
The Company has three reportable business segments: potash, phosphate and
nitrogen. These business segments are differentiated by the chemical nutrient
contained in the product that each produces. Inter-segment net sales are made
under terms which approximate market prices.
THREE MONTHS ENDED SEPTEMBER 30, 2001
(UNAUDITED)
------------------------------------------------------------------------------------------------------
POTASH PHOSPHATE NITROGEN ALL OTHERS CONSOLIDATED
------------------------------------------------------------------------------------------------------
Net sales -- third party $123.7 $145.9 $190.6 $ -- $ 460.2
Inter-segment net sales 0.6 0.9 7.5 -- --
Gross margin 57.7 10.0 (0.1) -- 67.6
Depreciation and amortization 8.0 16.8 23.1 5.8 53.7
THREE MONTHS ENDED SEPTEMBER 30, 2000
(UNAUDITED)
------------------------------------------------------------------------------------------------------
POTASH PHOSPHATE NITROGEN ALL OTHERS CONSOLIDATED
------------------------------------------------------------------------------------------------------
Net sales -- third party $140.1 $194.6 $208.0 $ -- $ 542.7
Inter-segment net sales 1.1 1.4 16.3 -- --
Gross margin 72.8 15.5 32.2 -- 120.5
Depreciation and amortization 6.9 17.3 16.0 6.3 46.5
NINE MONTHS ENDED SEPTEMBER 30, 2001
(UNAUDITED)
------------------------------------------------------------------------------------------------------
POTASH PHOSPHATE NITROGEN ALL OTHERS CONSOLIDATED
------------------------------------------------------------------------------------------------------
Net sales -- third party $420.6 $498.8 $719.0 $ -- $1,638.4
Inter-segment net sales 5.8 4.9 32.9 -- --
Gross margin 191.3 48.6 96.6 -- 336.5
Depreciation and amortization 28.4 48.7 57.5 13.5 148.1
NINE MONTHS ENDED SEPTEMBER 30, 2000
(UNAUDITED)
------------------------------------------------------------------------------------------------------
POTASH PHOSPHATE NITROGEN ALL OTHERS CONSOLIDATED
------------------------------------------------------------------------------------------------------
Net sales -- third party $487.0 $580.8 $626.3 $ -- $1,694.1
Inter-segment net sales 6.8 7.0 45.2 -- --
Gross margin 259.1 59.2 58.3 -- 376.6
Depreciation and amortization 32.1 51.0 48.1 12.7 143.9
6
7. PLANT CLOSURES
On January 19, 2001, the Company suspended all DAP production at its White
Springs, Florida operations and on January 15, 2001, permanently closed its
Davenport, Iowa phosphate feed plant.
In the third quarter of 1999, the Board of Directors of the Company
approved a plan to close nitrogen plants at Clinton, Iowa and LaPlatte,
Nebraska.
Demolition activity at Clinton and LaPlatte is completed. The Company is
attempting to sell these properties and therefore certain structures which add
value to the sites will not be demolished at this time. The Company does not
expect that there will be any significant further environmental or
decommissioning activities required relating to these sites.
The following table sets forth the balances pertaining to the Company's
accruals:
BALANCE BALANCE
JUNE 30, AMOUNT RESERVE SEPTEMBER 30,
2001 PAID UTILIZED 2001
-----------------------------------------------------------------------------------------------------
(UNAUDITED) (UNAUDITED)
PLANT CLOSURES
Non-cash parts inventory writedown $ 0.9 $ -- $ -- $ 0.9
Non-cash writedown of property, plant and
equipment 25.7 -- -- 25.7
-----------------------------------------------------------------------------------------------------
$26.6 $ -- $ -- $26.6
=====================================================================================================
8. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
A description of certain significant differences between Canadian GAAP and
US GAAP follows:
MARKETABLE SECURITIES: The Company's investment in Israel Chemicals Ltd.
("ICL") is stated at cost. US GAAP would require that this investment be
classified as available-for-sale and be stated at market value.
PROPERTY, PLANT AND EQUIPMENT AND GOODWILL: The net book value of
property, plant and equipment and goodwill under Canadian GAAP is higher than
under US GAAP as provisions for asset impairment under Canadian GAAP were
measured based on the undiscounted cash flow from use together with the residual
value of the assets. Under US GAAP they were measured based on fair value, which
was lower than the undiscounted cash flow from use together with the residual
value of the assets.
PRE-OPERATING COSTS: Operating costs incurred during the start-up phase of
new projects are deferred until commercial production levels are reached, at
which time they are amortized over the estimated life of the project. US GAAP
would require that these costs be expensed as incurred.
FOREIGN CURRENCY TRANSLATION ADJUSTMENT: The foreign currency translation
adjustment results from the restatement of prior periods so that all periods
presented are in the same reporting currency. US GAAP requires that the
comparative Consolidated Statements of Income and the Consolidated Statements of
Cash Flow be translated using weighted average exchange rates for the applicable
periods. In contrast, the Consolidated Statements of Financial Position are
translated using the exchange rates at the end of the applicable periods in
accordance with Canadian GAAP. The difference in these exchange rates is what
gives rise to the foreign currency translation adjustment.
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES: The Company's derivative
instruments which have not yet been settled are not recognized in the financial
statements and gains or losses arising from settled hedging transactions are
deferred as a component of inventory until the product containing the hedged
item is sold, at which time both the natural gas purchase cost and the related
hedging deferral are recorded as cost of sales. US GAAP would require that
derivative instruments be recorded at fair value in the balance sheet with the
change in fair value of instruments designated as cash flow hedges recorded as
Other Comprehensive Income ("OCI").
7
NET SALES: Sales are recorded net of freight costs (less related revenues)
and transportation and distribution expenses. US GAAP would require that net
freight costs be included in cost of sales and transportation and distribution
expenses be reported as operating expenses.
COMPREHENSIVE INCOME: Comprehensive income is not recognized under
Canadian GAAP. US GAAP would require the recognition of comprehensive income.
DEPRECIATION AND AMORTIZATION: Depreciation and amortization under
Canadian GAAP is higher than under US GAAP as the net book values of property,
plant and equipment and goodwill under Canadian GAAP are higher than under US
GAAP.
PROVISION FOR PLANT CLOSURES: The provision for plant closures under
Canadian GAAP in 2000 included severance expense, which was accrued when
management having the appropriate authority approved the plan. US GAAP would
require that severance not be accrued until the plan was announced to the
employees. Under US GAAP severance is being expensed as paid in 2001.
STOCK-BASED COMPENSATION: In 1995, the Financial Accounting Standards
Board issued Statement No. 123 "Accounting for Stock-Based Compensation". The
Company has decided to continue to apply APB Opinion 25 for measurement of
compensation of employees.
THE APPLICATION OF US GAAP, AS DESCRIBED ABOVE, WOULD HAVE HAD THE
FOLLOWING APPROXIMATE EFFECTS ON NET INCOME, NET INCOME PER SHARE, TOTAL ASSETS
AND SHAREHOLDERS' EQUITY:
THREE MONTHS ENDED
SEPTEMBER 30
2001 2000
----------------------------------------------------------------------------------------
(UNAUDITED)
Net income as reported -- Canadian GAAP $ 11.1 $ 46.4
Items increasing (decreasing) reported net income
Pre-operating costs (13.4) (5.5)
Depreciation and amortization 2.4 2.4
Future income taxes 2.9 0.9
----------------------------------------------------------------------------------------
Approximate net income -- US GAAP $ 3.0 $ 44.2
========================================================================================
Weighted average shares outstanding -- US GAAP 51,875,000 52,031,000
========================================================================================
Approximate basic net income per share -- US GAAP $ 0.06 $ 0.85
========================================================================================
Approximate fully diluted net income per share -- US GAAP $ 0.06 $ 0.84
========================================================================================
NINE MONTHS ENDED
SEPTEMBER 30
2001 2000
----------------------------------------------------------------------------------------
(UNAUDITED)
Net income as reported -- Canadian GAAP $ 116.7 $ 178.1
Items increasing (decreasing) reported net income
Provision for plant closures (9.0) (9.5)
Pre-operating costs (23.2) --
Depreciation and amortization 7.3 7.3
Future Income taxes 7.3 0.6
----------------------------------------------------------------------------------------
Approximate net income -- US GAAP $ 99.1 $ 176.5
========================================================================================
Weighted average shares outstanding -- US GAAP 51,867,000 52,651,000
========================================================================================
Approximate basic net income per share -- US GAAP $ 1.91 $ 3.35
========================================================================================
Approximate fully diluted net income per share -- US GAAP $ 1.90 $ 3.32
========================================================================================
8
SEPTEMBER 30, DECEMBER 31,
2001 2000
-------------------------------------------------------------------------------------------
(UNAUDITED)
Total assets as reported -- Canadian GAAP $4,488.0 $4,145.7
Items increasing (decreasing) reported total assets
Available-for-sale security (unrealized holding gain) 6.1 41.7
Fair value of natural gas hedging contracts 9.7 --
Property, plant and equipment (153.9) (160.2)
Pre-operating costs (47.1) (23.9)
Goodwill (47.0) (48.0)
-------------------------------------------------------------------------------------------
Approximate total assets -- US GAAP $4,255.8 $3,955.3
===========================================================================================
SEPTEMBER 30, DECEMBER 31,
2001 2000
-------------------------------------------------------------------------------------------
(UNAUDITED)
Total shareholders' equity as reported -- Canadian GAAP $2,092.4 $2,012.1
Items increasing (decreasing) reported shareholders' equity
Other comprehensive income, net of tax
Available for sale security 5.7 28.1
Fair value of natural gas hedging contracts 1.0 --
Pre-operating costs (47.1) (23.9)
Provision for plant closures -- 9.0
Provision for asset impairment (218.0) (218.0)
Depreciation and amortization 17.1 9.8
Future income taxes 59.5 52.3
-------------------------------------------------------------------------------------------
Approximate shareholders' equity -- US GAAP $1,910.6 $1,869.4
===========================================================================================
NEW ACCOUNTING PRONOUNCEMENTS
Effective January 1, 2001, the Company has adopted SFAS 133. The adoption
of this pronouncement has not had a significant impact on the results of
operations as the Company's hedges have been highly effective. The impact of
SFAS 133 on the statement of financial position has been significant and is set
out in the above tables under the caption "Fair Value of Natural Gas Hedging
Contracts".
Effective January 1, 2001, the Company also adopted SEC Staff Accounting
Bulletin ("SAB") No. 101 "Revenue Recognition in Financial Statements". This SAB
did not have a significant effect on the Company's results of operations or
financial position.
SFAS 133 DISCLOSURES
The Company's natural gas purchase strategy is based on diversification of
price for its total gas requirements. Its objective is to acquire a reliable
supply of natural gas feedstock and fuel on a location adjusted, cost
competitive basis in a manner that minimizes volatility without undue risk. It
employs derivative instruments including futures, swaps and option agreements in
order to establish the cost on a portion of its natural gas requirements. These
instruments are intended to hedge the future cost of the committed and
anticipated natural gas purchases for its US nitrogen plants. The maximum period
for these hedges cannot exceed five years. The Company uses these instruments to
reduce price risk, not for speculative purposes.
The Company has designated its natural gas derivative instruments as cash
flow hedges. The gain or loss of an effective cash flow hedge is deferred in OCI
until such time as the natural gas that it relates to is used in production, at
which time the gain or loss is reclassified from OCI to cost of sales. In the
third quarter of 2001, $0.2 million of gains were recognized in cost of sales
($50.9 million on a year-to-date basis). Of the
9
deferred gains at the quarter end, approximately $3.2 million will be
reclassified to cost of sales within the next twelve months.
9. SEASONALITY
The Company's sales of fertilizer are seasonal. Typically, the second
quarter of the year is when fertilizer sales will be highest, due to the North
American spring planting season. However, planting conditions and the timing of
customer purchases will vary each year and sales can be expected to shift from
one quarter to another.
10. COMPARATIVE FIGURES
Certain of the prior period's figures have been reclassified to conform
with the current period's presentation.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The narrative included under this Management's Discussion and Analysis of
Financial Condition and Results of Operations has been prepared on a nutrient
basis with reference to the consolidated financial statements reported under
Canadian GAAP.
OVERVIEW
THREE MONTHS ENDED SEPTEMBER 30
% OF % OF %
($ MILLIONS) 2001 NET SALES 2000 NET SALES CHANGE
--------------------------------------------------------------------------------------------------
Net Sales $460.2 100 $542.7 100 (15)
--------------------------------------------------------------------------------------------------
Gross Margin $ 67.6 15 $120.5 22 (44)
--------------------------------------------------------------------------------------------------
Operating Income $ 39.8 9 $ 80.1 15 (50)
--------------------------------------------------------------------------------------------------
Net Income $ 11.1 2 $ 46.4 9 (76)
--------------------------------------------------------------------------------------------------
Net Income per Share (dollars) -- basic $ 0.21 -- $ 0.89 -- (76)
--------------------------------------------------------------------------------------------------
NINE MONTHS ENDED SEPTEMBER 30
% OF % OF %
($ MILLIONS) 2001 NET SALES 2000 NET SALES CHANGE
---------------------------------------------------------------------------------------------------
Net Sales $1,638.4 100 $1,694.1 100 (3)
---------------------------------------------------------------------------------------------------
Gross Margin $ 336.5 21 $ 376.6 22 (11)
---------------------------------------------------------------------------------------------------
Operating Income $ 240.7 15 $ 283.9 17 (15)
---------------------------------------------------------------------------------------------------
Net Income $ 116.7 7 $ 178.1 11 (34)
---------------------------------------------------------------------------------------------------
Net Income per Share (dollars) -- basic $ 2.25 -- $ 3.38 -- (34)
---------------------------------------------------------------------------------------------------
Reduced nitrogen prices and lower potash and phosphate sales volumes
resulted in decreased sales revenue in the third quarter of 2001 as compared to
the same quarter last year. Gross margin was also negatively affected by
increased production costs, primarily due to reductions in tonnes produced.
Potash and phosphate prices were stable on a quarter-over-quarter basis (with
the exception of DAP, which was down and industrial which was up). Falling
natural gas prices led to an increase in North American production. This
additional supply, combined with import carryovers from the second quarter and
weak demand, were the primary causes of the decrease in nitrogen prices.
The Canadian dollar weakened considerably from June 30, 2001 to September
30, 2001. The Company's Canadian dollar denominated monetary assets and
liabilities are converted at the month-end exchange rate, which resulted in a
non-cash gain on the income statement of $10.0 million this quarter, compared to
a $4.7 million gain in third-quarter 2000, a $5.3 million change.
On a year-to-date comparison, the increase in nitrogen sales prices helped
to offset reductions in potash and phosphate sales volumes. Prices for potash
and phosphate products have increased slightly (except for DAP, which has
decreased). Nitrogen prices were strong at the start of the year due to record
natural gas prices which led to industry shutdowns, but have decreased in the
third quarter as the price of natural gas has dropped and encouraged North
American production to come back on stream. Gross margin was also negatively
affected by increased production costs, primarily due to reductions in tonnes
produced.
On a year-to-date basis, other income is down primarily due to the gain on
sale of Moab which occurred in first quarter 2000.
11
POTASH
THREE MONTHS ENDED SEPTEMBER 30
2001 2000 % CHANGE
-----------------------------------------------------------------------------------------------------------------------
DOLLARS TONNES AVERAGE DOLLARS TONNES AVERAGE AVERAGE
(MILLIONS) (000'S) PER MT (MILLIONS) (000'S) PER MT DOLLARS TONNES PER MT
-----------------------------------------------------------------------------------------------------------------------
Net Sales
North American $ 54.5 717 $76.05 $ 60.3 778 $77.55 (10) (8) (2)
Offshore 69.2 761 $90.93 79.8 883 $90.34 (13) (14) 1
-----------------------------------------------------------------------------------------------------------------------
123.7 1,478 $83.71 140.1 1,661 $84.35 (12) (11) (1)
-----------------------------------------------------------------------------------------------------------------------
Cost of Sales
Cash costs 58.0 $39.24 60.4 $36.37 (4) 8
Depreciation and
Amortization 8.0 $ 5.43 6.9 $ 4.12 16 32
-----------------------------------------------------------------------------------------------------------------------
66.0 $44.67 67.3 $40.49 (2) 10
-----------------------------------------------------------------------------------------------------------------------
Gross Margin $ 57.7 $39.04 $ 72.8 $43.86 (21) (11)
=======================================================================================================================
NINE MONTHS ENDED SEPTEMBER 30
2001 2000 % CHANGE
-----------------------------------------------------------------------------------------------------------------------
DOLLARS TONNES AVERAGE DOLLARS TONNES AVERAGE AVERAGE
(MILLIONS) (000'S) PER MT (MILLIONS) (000'S) PER MT DOLLARS TONNES PER MT
-----------------------------------------------------------------------------------------------------------------------
Net Sales
North American $180.6 2,235 $80.82 $195.3 2,450 $79.69 (8) (9) 1
Offshore 240.0 2,728 $87.94 291.7 3,368 $86.63 (18) (19) 1
-----------------------------------------------------------------------------------------------------------------------
420.6 4,963 $84.73 487.0 5,818 $83.71 (14) (15) 1
-----------------------------------------------------------------------------------------------------------------------
Cost of Sales
Cash costs 200.9 $40.48 195.8 $33.65 3 20
Depreciation and
Amortization 28.4 $ 5.70 32.1 $ 5.53 (11) 3
-----------------------------------------------------------------------------------------------------------------------
229.3 $46.18 227.9 $39.18 -- 18
-----------------------------------------------------------------------------------------------------------------------
Gross Margin $191.3 $38.55 $259.1 $44.53 (26) (13)
=======================================================================================================================
The third quarter of 2000 saw record purchases by Brazil and a strong
domestic fall fill program. Offshore sales volumes in this third quarter were
down as several major international customers ended 2000 with large inventories
that they have been working down. In addition, prices for many crops that use
potash, such as rice, palm oil, coffee and cotton, remain depressed. In the
domestic market, sales volumes were down compared to the third quarter of 2000
as dealers kept their fertilizer storage options open, given the uncertainty in
the pricing environment. On a year-to-date basis, sales volumes were also down
in both markets. Last year's nine month offshore volumes were aided by record
sales to China and Brazil. Domestically, sales volumes last year were higher
primarily due to large seeded acreages, favourable planting conditions and a
strong fall fill program. These conditions were not present this year.
Production in the third quarter was slightly higher than the comparable
period in 2000. However, higher energy costs in tonnes that were in inventory at
the start of the quarter resulted in an increase in cost of sales on a per unit
basis. Other factors contributing to increased costs on a year-to-date basis
were a significant increase in the number of shutdown weeks (from 20 weeks in
the first nine months of 2000 to 35 weeks this year-to-date) and a stronger
Canadian dollar in the first half of the year.
12
PHOSPHATE
THREE MONTHS ENDED SEPTEMBER 30
2001 2000 % CHANGE
-----------------------------------------------------------------------------------------------------------------------
DOLLARS TONNES AVERAGE DOLLARS TONNES AVERAGE AVERAGE
(MILLIONS) (000'S) PER MT (MILLIONS) (000'S) PER MT DOLLARS TONNES PER MT
-----------------------------------------------------------------------------------------------------------------------
Net Sales
Fertilizer -- liquids $ 30.9 163 $189.20 $ 43.8 236 $185.66 (29) (31) 2
Fertilizer -- DAP 25.0 220 $113.75 53.4 373 $143.22 (53) (41) (21)
Feed 46.5 193 $241.24 55.3 230 $240.88 (16) (16) --
Industrial 43.5 130 $335.05 42.1 132 $316.71 3 (2) 6
-----------------------------------------------------------------------------------------------------------------------
145.9 706 $206.76 194.6 971 $200.38 (25) (27) 3
-----------------------------------------------------------------------------------------------------------------------
Cost of Sales
Cash costs 119.1 $168.70 161.8 $166.63 (26) 1
Depreciation and
Amortization 16.8 $ 23.89 17.3 $ 17.78 (3) 34
-----------------------------------------------------------------------------------------------------------------------
135.9 $192.59 179.1 $184.41 (24) 4
-----------------------------------------------------------------------------------------------------------------------
Gross Margin $ 10.0 $ 14.17 $ 15.5 $ 15.96 (35) (11)
=======================================================================================================================
NINE MONTHS ENDED SEPTEMBER 30
2001 2000 % CHANGE
-----------------------------------------------------------------------------------------------------------------------
DOLLARS TONNES AVERAGE DOLLARS TONNES AVERAGE AVERAGE
(MILLIONS) (000'S) PER MT (MILLIONS) (000'S) PER MT DOLLARS TONNES PER MT
-----------------------------------------------------------------------------------------------------------------------
Net Sales
Fertilizer -- liquids $107.8 534 $201.84 $139.6 724 $192.74 (23) (26) 5
Fertilizer -- DAP 109.9 789 $139.23 170.6 1,177 $144.94 (36) (33) (4)
Feed 154.4 644 $239.75 156.4 656 $238.39 (1) (2) 1
Industrial 126.7 383 $330.97 114.2 364 $314.44 11 5 5
-----------------------------------------------------------------------------------------------------------------------
498.8 2,350 $212.24 580.8 2,921 $198.86 (14) (20) 7
-----------------------------------------------------------------------------------------------------------------------
Cost of Sales
Cash costs 401.5 $170.87 470.6 $161.12 (15) 6
Depreciation and
Amortization 48.7 $ 20.69 51.0 $ 17.49 (5) 18
-----------------------------------------------------------------------------------------------------------------------
450.2 $191.56 521.6 $178.61 (14) 7
-----------------------------------------------------------------------------------------------------------------------
Gross Margin $ 48.6 $ 20.68 $ 59.2 $ 20.25 (18) 2
=======================================================================================================================
Phosphate sales volumes in the third quarter of this year were down as
compared to the same quarter in 2000. Liquid fertilizer sales volumes were down
primarily due to the general fall-off in fertilizer demand in North America and
fewer tonnes sold offshore, especially to Brazil. DAP continued to be under
pressure with new offshore capacity and reduced purchases from major importers.
These difficult conditions were exacerbated by depressed demand in North America
and production restarts. Feed products sales volumes were down but these lower
volumes were more a matter of sales movement from one quarter to another in the
domestic market, but offshore the Company faced some competitive pressures in
Southeast Asia that temporarily reduced volumes there.
DAP lost money for the Company on a gross margin basis in the third quarter
and year-to-date. The Company has cut production and is operating only the DAP
capacity required to produce its higher-margin products, which is about half its
total DAP capacity. That production is being used to supply domestic customers.
The Company is forgoing lower-priced sales to export markets until they become
profitable again.
Industrial sale volumes are up on a year-to-date basis, however, all other
products are down as compared to the first nine months of last year. New
offshore capacity, lower demand in North America and reduced purchases from
major importers have all contributed to the reduction in volumes. Prices, with
the exception of DAP, have been stable or increasing. Industrial prices are up
as compared to last year's third quarter, from this year's second quarter and
for the first nine months of this year when compared to the same periods in
2000.
13
The Company is building on its strength in this product by expanding its
purified acid production by 50 percent. Through a recent Letter of Agreement,
the majority of this additional production will be sold to Astaris, a producer
of phosphorus chemicals.
Sulphur prices declined in the third quarter as compared to the third
quarter last year and the trailing quarter. Ammonia costs decreased compared to
the trailing quarter and on a quarter-over-quarter basis but were higher on a
year-over-year basis. The higher cost of ammonia, a key DAP input, more than
offset the reduction in sulphur costs. The poor DAP situation caused PCS to
suspend production of this solid phosphate fertilizer at White Springs early in
the first quarter of 2001. This resulted in fewer production tonnes over which
to allocate fixed costs, adding to the increased per unit cost of sales for the
third quarter and for the first nine months.
NITROGEN
THREE MONTHS ENDED SEPTEMBER 30
2001 2000 % CHANGE
------------------------------------------------------------------------------------------------------------------------
DOLLARS TONNES AVERAGE DOLLARS TONNES AVERAGE AVERAGE
(MILLIONS) (000'S) PER MT (MILLIONS) (000'S) PER MT DOLLARS TONNES PER MT
------------------------------------------------------------------------------------------------------------------------
Net Sales
Ammonia $ 69.7 541 $128.74 $ 62.3 398 $156.52 12 36 (18)
Urea 37.4 284 $131.80 56.2 357 $157.61 (33) (20) (16)
Solutions 23.5 283 $ 82.93 30.9 303 $101.92 (24) (7) (19)
Other 39.9 600 $ 66.49 34.7 641 $ 54.17 15 (6) 23
------------------------------------------------------------------------------------------------------------------------
170.5 1,708 $ 99.78 184.1 1,699 $108.34 (7) -- (8)
Purchased 20.1 161 $125.20 23.9 150 $159.73 (16) 7 (22)
------------------------------------------------------------------------------------------------------------------------
$190.6 1,869 $101.96 $208.0 1,849 $112.50 (8) 1 (9)
========================================================================================================================
Fertilizer $ 78.6 761 $103.27 $105.3 765 $137.56 (25) -- (25)
Non-fertilizer 112.0 1,108 $101.06 102.7 1,084 $ 94.80 9 2 7
------------------------------------------------------------------------------------------------------------------------
190.6 1,869 $101.96 208.0 1,849 $112.50 (8) 1 (9)
------------------------------------------------------------------------------------------------------------------------
Cost of Sales
Cash costs 167.6 $ 89.67 159.8 $ 86.42 5 4
Depreciation and
Amortization 23.1 $ 12.36 16.0 $ 8.65 44 43
------------------------------------------------------------------------------------------------------------------------
190.7 $102.03 175.8 $ 95.07 8 7
------------------------------------------------------------------------------------------------------------------------
Gross Margin $ (0.1) $ (0.07) $ 32.2 $ 17.43 (100) (100)
========================================================================================================================
14
NINE MONTHS ENDED SEPTEMBER 30
2001 2000 % CHANGE
------------------------------------------------------------------------------------------------------------------------
DOLLARS TONNES AVERAGE DOLLARS TONNES AVERAGE AVERAGE
(MILLIONS) (000'S) PER MT (MILLIONS) (000'S) PER MT DOLLARS TONNES PER MT
------------------------------------------------------------------------------------------------------------------------
Net Sales
Ammonia $260.0 1,531 $169.87 $142.8 952 $150.08 82 61 13
Urea 169.8 991 $171.29 170.3 1,167 $145.99 -- (15) 17
Solutions 86.3 781 $110.43 91.7 1,190 $ 77.07 (6) (34) 43
Other 122.7 1,688 $ 72.66 103.5 1,664 $ 62.14 19 1 17
------------------------------------------------------------------------------------------------------------------------
638.8 4,991 $127.97 508.3 4,973 $102.21 26 -- 25
Purchased 80.2 513 $156.74 118.0 801 $147.24 (32) (36) 6
------------------------------------------------------------------------------------------------------------------------
$719.0 5,504 $130.65 $626.3 5,774 $108.45 15 (5) 20
========================================================================================================================
Fertilizer $347.2 2,444 $142.06 $333.5 2,881 $115.76 4 (15) 23
Non-fertilizer 371.8 3,060 $121.54 292.8 2,893 $101.17 27 6 20
------------------------------------------------------------------------------------------------------------------------
719.0 5,504 $130.65 626.3 5,774 $108.45 15 (5) 20
------------------------------------------------------------------------------------------------------------------------
Cost of Sales
Cash costs 564.9 $102.63 519.9 $ 90.04 9 14
Depreciation and
Amortization 57.5 $ 10.45 48.1 $ 8.33 20 25
------------------------------------------------------------------------------------------------------------------------
622.4 $113.08 568.0 $ 98.37 10 15
------------------------------------------------------------------------------------------------------------------------
Gross Margin $ 96.6 $ 17.57 $ 58.3 $ 10.08 65 74
========================================================================================================================
Prices for most nitrogen products continued to decline in the third quarter
due to weak demand, import carryovers from the second quarter and production
restarts in North America as gas prices fell. However, sales prices for the
first nine months are still significantly higher than those experienced in the
first nine months of last year due to higher gas prices in the first half of
this year. This has resulted in a dramatic improvement of the gross margin
provided by nitrogen, increasing by 65 percent on a year-over-year basis.
In the current oversupplied market, the Company's gross margin in nitrogen
tends to follow NYMEX natural gas prices. When the price of gas rises, North
American production shuts down and product prices improve.
Non-fertilizer sales volumes remained at 59 percent of total sales tonnes
in the third quarter, while non-fertilizer sales revenues increased from 49
percent to 59 percent as compared to the third quarter last year. On a
year-over-year basis, non-fertilizer sales volumes increased from 50 percent of
total sales volumes to 56 percent and non-fertilizer revenues increased from 47
to 52 percent.
The average per-unit cost of natural gas decreased 24 percent from the
trailing quarter and 18 percent from the third quarter last year. However, it is
17 percent higher on a year-over-year basis.
EXPENSES
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
------------------------------------------------------------------------------------------------
% %
($MILLIONS) 2001 2000 CHANGE 2001 2000 CHANGE
------------------------------------------------------------------------------------------------
Selling and Administrative $23.9 $30.6 (22) 72.8 79.3 (8)
Provincial Mining and Other Taxes 17.8 18.7 (5) 54.3 66.5 (18)
Interest 22.4 16.6 35 58.4 45.9 27
Income Taxes 6.3 17.1 (63) 65.6 59.9 10
Selling and administrative expenses have decreased on a
quarter-over-quarter basis principally due to reduced relocation expenses
attributable to the office consolidation in 2000 and cost savings due to the
office consolidation.
15
The decrease in Provincial Mining and Other Taxes for the quarter and on a
year-over-year basis was primarily due to reduced Saskatchewan-sourced sales and
reduced gross margin due to higher costs.
Interest expense increased due to the issuance of $600.0 million of 7.75
percent 10 year notes under the Company's shelf registration in May 2001.
Weighted average long-term debt outstanding in the third quarter of 2001 was
$1,019.4 million (2000 -- $436.2 million) with a weighted average interest rate
of 7.4 percent (2000 -- 6.9 percent). Weighted average long-term debt
outstanding for the first nine months of 2001 was $701.6 million (2000 -- $441.5
million) with a weighted average interest rate of 7.3 percent (2000 -- 6.8
percent). The weighted average interest rate on short-term debt outstanding in
the third quarter of 2001 was 3.9 percent (2000 -- 6.8 percent) and for the
first nine months of 2001 4.9 percent (2000 -- 6.6 percent).
The effective consolidated tax rate for the third quarter and first nine
months of 2001 was 36 percent of income before income taxes (2000 -- 27 percent,
exclusive of the gain on sale of Moab for which there was no tax effect). The
increase in the effective rate over last year is primarily due to a reduction in
additional tax deductions and the geographic mix of earnings. The current/future
tax split on a year-to-date basis approximates 25 percent current and 75 percent
future.
ANALYSIS OF FINANCIAL CONDITION AND CASH FLOW
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
------------------------------------------------------------------------------------------------
($ MILLIONS) 2001 2000 2001 2000
------------------------------------------------------------------------------------------------
Cash provided by operating activities $ 57.0 $116.2 $ 57.6 $ 360.9
Cash used in investing activities $(52.4) $(41.3) $(505.7) $(203.9)
Cash provided by (used in) financing activities $ 5.2 $(10.3) $ 409.5 $(105.4)
The primary reason for the decrease in cash provided by operating
activities in the third quarter of 2001, as compared with third quarter 2000,
was that in 2000 natural gas prices were increasing which resulted in the
Company collecting cash under the terms of natural gas counterparties' margin
accounts. On a year-to-date basis, the drop in natural gas prices from last year
end has triggered repayment of these margin accounts, thereby reducing cash from
operations. In addition, the Company has been building wet concentrate inventory
in its phosphate operation at Aurora in preparation for the move to the NCPC
area. Inventories were also higher due to the carryover from a slower spring
season.
The increase in cash used in investing activities in the third quarter was
due to additional investment at PCS Yumbes. The increase on a year-to-date basis
was primarily due to the buyout of the Trinidad plant leases which resulted in
additions to property, plant and equipment of approximately $384.0 million.
Partially offsetting this increase was a reduction in sustaining capital
additions.
To finance the buyout of the Trinidad leases and pay down short-term debt,
the Company issued $600.0 million of 7.75 percent ten year notes in May 2001.
Replacing the off-balance sheet lease financing with balance sheet debt moves
the associated interest expense from cost of goods sold in nitrogen to corporate
interest expense. This represents a shift of approximately $24.0 to $30.0
million on an annual basis, depending on the floating rate of the operating
lease versus the fixed rate financing of the notes. Partially offsetting this
reduction in nitrogen cost of goods sold will be an increase in depreciation of
approximately $16.0 million per year. The Company paid dividends of $13.0
million in the third quarter of 2001 (2000 -- $13.1 million). On a year-to-date
basis the Company paid dividends of $39.0 million (2000 -- $39.2 million). In
2000, the Company was utilizing funds to repurchase shares under the share
repurchase program.
The Company has a syndicated credit facility which provides for unsecured
advances of up to $500.0 million (less the amount of commercial paper
outstanding), none of which was outstanding at September 30, 2001. In addition,
the Company has short-term lines of credit for up to $287.5 million in borrowing
(less letters of credit of $13.9 million), of which $45.0 million was
outstanding at September 30, 2001. The Company is authorized to borrow up to a
maximum of $500.0 million under the commercial paper
16
program, of which $289.8 million was outstanding at September 30, 2001. The
Company has fully utilized the capacity available under its shelf registration
statement.
The Company believes that internally generated cash flow, supplemented by
borrowing from existing financing sources, will be sufficient to meet the
Company's anticipated capital expenditures and other cash requirements,
exclusive of any possible acquisitions, in 2001.
PLANT CLOSURES
2000
On January 19, 2001, the Company suspended all DAP production at its White
Springs, Florida operations and on January 15, 2001 permanently closed its
Davenport, Iowa phosphate feed plant. The Company believes that it can sell the
Davenport property by year-end without incurring any significant environmental
or decommissioning costs. The Company expects that there will be no significant
decommissioning costs associated with the suspension of DAP production at White
Springs.
1999
In the third quarter of 1999, the Board of Directors of the Company
approved a plan to close nitrogen plants at Clinton, IA and LaPlatte, NE.
Demolition activity at Clinton and LaPlatte is completed. The Company is
attempting to sell these properties and therefore certain structures which add
value to the sites will not be demolished at this time. The Company does not
expect that there will be any significant further environmental or
decommissioning activities required relating to these sites.
OUTLOOK
Over the long term, the Company believes it is well placed to generate
strong cash flow and earnings due to the high quality of its assets. Fertilizer
products, which represent the majority of the Company's sales, are a bulk
commodity, where lowest delivered cost is the underpinning of a company's long
term competitive position. Rising world population and the demand for more food
and better diets, with meat as a protein source, will drive fertilizer
consumption growth over the long term. The Company's excess potash capacity
contrasted with the high capital cost of developing new capacity with limited
world potash reserves, should secure the future for potash. Similarly, its low
cost, extensive phosphate rock reserves, particularly in North Carolina, provide
a firm foundation for its phosphate business. Growing phosphate product
diversification also provides some protection against new capacity developments,
the world opportunities for which are more extensive in phosphate than with
potash. Long term, the Company's extensive nitrogen production base in Trinidad,
with lower priced, indexed natural gas, should provide positive earnings support
in the face of cheap gas nitrogen capacity displacing higher cost gas plants in
North America. Utilizing its superior asset base to grow earnings over time, the
challenge is to minimize short term earnings volatility as a result of
fluctuations in demand, particularly with potash sales in offshore markets, and
to fend off the impact of new capacity additions around the world, particularly
in phosphate and nitrogen.
The industry is currently in the midst of the third straight poor
fertilizer season in North America. Farmers know that they must replenish the
soil nutrients that have been mined over the last two years and that could
create some pent-up demand in spring 2002.
China has signed an agreement to enter the WTO and with its entry will
implement quotas in 2002 that will give the fertilizer industry greater access
to this market. Next year there will likely be improved demand in all three
nutrients in this important market.
In the interim, the current fertilizer market conditions look set to
continue. Thus, the Company still expects its previous earnings guidance of
$2.50 per share for 2001 to be achieved. These earnings would provide cash flow
of approximately $7.50 per share for the year.
17
FORWARD LOOKING STATEMENTS
Certain statements in this quarterly report on Form 10-Q and this
Management's Discussion and Analysis of Financial Condition and Results of
Operations, including those in the "Outlook" section, relating to the period
after September 30, 2001, are forward-looking statements subject to risks and
uncertainties. A number of factors could cause actual results to differ
materially from those expressed in the forward-looking statements, including,
but not limited to: fluctuation in supply and demand in fertilizer, sulphur and
petrochemical markets; changes in competitive pressures, including pricing
pressures; risks associated with natural gas and other hedging activities;
changes in capital markets; changes in currency and exchange rates; unexpected
geological or environmental conditions; imprecision in reserve estimates; the
outcome of legal proceedings; and changes in government policy. The Company
sells to a diverse group of customers both by geography and by end product.
Market conditions will vary on a quarter-over-quarter and year-over-year basis
and sales can be expected to shift from one period to another. The Company
disclaims any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's nitrogen operations are significantly affected by the price
of natural gas. The Company employs derivative commodity instruments related to
a portion of its natural gas requirements (primarily futures, swaps and options)
for the purpose of managing its exposure to commodity price risk in the purchase
of natural gas. Changes in the market value of these derivative instruments have
a high correlation to changes in the spot price of natural gas. Gains or losses
arising from settled hedging transactions are deferred as a component of
inventory until the product containing the hedged item is sold. Changes in the
market value of open hedging transactions are not recognized as they generally
relate to changes in the spot price of anticipated natural gas purchases.
A sensitivity analysis has been prepared to estimate the Company's market
risk exposure arising from derivative commodity instruments. The fair value of
such instruments is calculated by valuing each position using quoted market
prices. Market risk is estimated as the potential loss in fair value resulting
from a hypothetical 10 percent adverse change in such prices. The results of
this analysis indicate that as of September 30, 2001 the Company's estimated
derivative commodity instruments market risk exposure was $19.5 million
(2000 -- $46.3 million). Actual results may differ from this estimate. Changes
in the fair value of such derivative instruments, with maturities in 2001
through 2006, will generally relate to changes in the spot price of anticipated
natural gas purchases.
The Company also enters into forward exchange contracts for the sole
purpose of limiting its exposure to exchange rate fluctuations relating to
certain trade accounts. Gains or losses resulting from foreign exchange
contracts are recognized at the time that the contracts are entered into and are
included in Other Income.
18
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
Between October 24 and 26, 2001, the Company purchased 48,270,406 Series A
shares of Sociedad Quimica y Minera de Chile S.A. ("SQM"), a Chilean producer of
specialty fertilizer, iodine and lithium, for an aggregate purchase price of
approximately $129.0 million. The purchase represents approximately 34 percent
of the issued and outstanding Series A shares of SQM and approximately 18
percent of the total issued and outstanding equity securities of SQM.
19
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
2 Agreement and Plan of Merger dated September 2, 1996, as
amended, by and among the registrant, Arcadian Corporation
and PCS Nitrogen, Inc., incorporated by reference to Exhibit
2(a) to Amendment Number 2 to the registrant's Form S-4
(File No. 333-17841).
3(a) Restated Articles of Incorporation of the registrant dated
October 31, 1989, as amended May 11, 1995, incorporated by
reference to Exhibit 3(i) to the registrant's report on Form
10-K for the year ended December 31, 1995 (the "1995 Form
10-K").
3(b) Bylaws of the registrant dated March 2, 1995, incorporated
by reference to Exhibit 3(ii) to the 1995 Form 10-K.
4(a) Term Credit Agreement between The Bank of Nova Scotia and
other financial institutions and the registrant dated
September 25, 2001.
4(b) Indenture dated as of June 16, 1997, between the registrant
and The Bank of Nova Scotia Trust Company of New York,
incorporated by reference to Exhibit 4(a) to the
registrant's report on Form 8-K dated June 18, 1997.
The registrant hereby undertakes to file with the Securities and Exchange
Commission, upon request, copies of any constituent instruments defining the
rights of holders of long-term debt of the registrant or its subsidiaries that
have not been filed herewith because the amounts represented thereby are less
than 10% of the total assets of the registrant and its subsidiaries on a
consolidated basis.
10(a) Sixth Voting Agreement dated April 22, 1978, between Central
Canada Potash, Division of Noranda, Inc., Cominco Ltd.,
International Minerals and Chemical Corporation (Canada)
Limited, PCS Sales and Texasgulf Inc., incorporated by
reference to Exhibit 10(f) to the F-1 Registration
Statement.
10(b) Canpotex Limited Shareholders Seventh Memorandum of
Agreement effective April 21, 1978, between Central Canada
Potash, Division of Noranda Inc., Cominco Ltd.,
International Minerals and Chemical Corporation (Canada)
Limited, PCS Sales, Texasgulf Inc. and Canpotex Limited as
amended by Canpotex S & P amending agreement dated November
4, 1987, incorporated by reference to Exhibit 10(g) to the
F-1 Registration Statement.
10(c) Producer Agreement dated April 21, 1978, between Canpotex
Limited and PCS Sales, incorporated by reference to Exhibit
10(h) to the F-1 Registration Statement.
10(d) Canpotex/PCS Amending Agreement, dated with effect October
1, 1992, incorporated by reference to Exhibit 10(f) to the
1995 Form 10-K.
10(e) Canpotex PCA Collateral Withdrawing/PCS Amending Agreement,
dated with effect October 7, 1993, incorporated by reference
to Exhibit 10(g) to the 1995 Form 10-K.
10(f) Canpotex Producer Agreement amending agreement dated
effective January 1, 1999, incorporated by reference to
Exhibit 10(f) to the registrant's report on Form 10-K for
the year ended December 31, 2000 (the "2000 Form 10-K").
10(g) Agreement of Limited Partnership of Arcadian Fertilizer,
L.P. dated as of March 3, 1992 (form), and the related
Certificate of Limited Partnership of Arcadian Fertilizer,
L.P., filed with the Secretary of State of the State of
Delaware on March 3, 1992 (incorporated by reference to
Exhibits 3.1 and 3.2 to Arcadian Partners L.P.'s
Registration Statement on Form S-1 (File No. 33-45828)).
20
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
10(h) Amendment to Agreement of Limited Partnership of Arcadian
Fertilizer, L.P. and related Certificates of Limited
Partnership of Arcadian Fertilizer, L.P. filed with the
Secretary of State of the State of Delaware on March 6, 1997
and November 26, 1997, incorporated by reference to Exhibit
10(f) to the registrant's report on Form 10-K for the year
ended December 31, 1998 (the "1998 Form 10-K").
10(i) Geismar Complex Services Agreement dated June 4, 1984,
between Honeywell International, Inc. and Arcadian
Corporation, incorporated by reference to Exhibit 10.4 to
Arcadian Corporation's Registration Statement on Form S-1
(File No. 33-34357).
10(j) Esterhazy Restated Mining and Processing Agreement dated
January 31, 1978, between International Minerals and
Chemical Corporation (Canada) Limited and the registrant's
predecessor, incorporated by reference to Exhibit 10(e) to
the F-1 Registration Statement.
10(k) Agreement dated December 21, 1990, between International
Minerals & Chemical Corporation (Canada) Limited and the
registrant, amending the Esterhazy Restated Mining and
Processing Agreement dated January 31, 1978, incorporated by
reference to Exhibit 10(p) to the registrant's report on
Form 10-K for the year ended December 31, 1990.
10(l) Agreement effective August 27, 1998, between International
Minerals & Chemical (Canada) Global Limited and the
registrant, amending the Esterhazy Restated Mining and
Processing Agreement dated January 31, 1978 (as amended),
incorporated by reference to Exhibit 10(l) to the 1998 Form
10-K.
10(m) Agreement effective August 31, 1998, among International
Minerals & Chemical (Canada) Global Limited, International
Minerals & Chemical (Canada) Limited Partnership and the
registrant assigning the interest in the Esterhazy Restated
Mining and Processing Agreement dated January 31, 1978 (as
amended) held by International Minerals & Chemical (Canada)
Global Limited to International Minerals & Chemical (Canada)
Limited Partnership, incorporated by reference to Exhibit
10(m) to the 1998 Form 10-K.
10(n) Operating Agreement dated May 11, 1993, between BP Chemicals
Inc. and Arcadian Ohio, L.P., as amended by the First
Amendment to the Operating Agreement dated as of November
20, 1995, between BP Chemicals Inc. and Arcadian Ohio, L.P.
("First Amendment"), incorporated by reference to Exhibit
10.2 to Arcadian Partners L.P.'s current report on Form 8-K
for the report event dated May 11, 1993, except for the
First Amendment which is incorporated by reference to
Arcadian Corporation's report on Form 10-K for the year
ended December 31, 1995.
10(o) Second Amendment to Operating Agreement between BP
Chemicals, Inc. and Arcadian Ohio, L.P., dated as of
November 25, 1996, incorporated by reference to Exhibit
10(k) to the 1997 Form 10-K.
10(p) Manufacturing Support Agreement dated May 11, 1993, between
BP Chemicals Inc. and Arcadian Ohio, L.P., incorporated by
reference to Exhibit 10.3 to Arcadian Partners L.P.'s
current report on Form 8-K for the report event dated May
11, 1993.
10(q) First Amendment to Manufacturing Support Agreement between
BP Chemicals, Inc. and Arcadian Ohio, L.P., dated as of
November 25, 1996, incorporated by reference to Exhibit
10(l) to the 1997 Form 10-K.
10(r) Amended and Restated Agreement for Lease dated as of May 16,
1997, between Trinidad Ammonia Company, Limited Partnership,
and PCS Nitrogen Fertilizer, L.P., incorporated by reference
to Exhibit 10(n) to the registrant's report on Form 10-Q for
the quarterly period ended June 30, 1997 (the "Second
Quarter 1997 Form 10-Q").
21
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
10(s) Amended and Restated Lease Agreement dated as of May 16,
1997, between Trinidad Ammonia Company, Limited Partnership,
and PCS Nitrogen Fertilizer, L.P., incorporated by reference
to Exhibit 10(o) to the Second Quarter 1997 Form 10-Q.
10(t) Amended and Restated Agreement for Lease dated as of May 16,
1997, between Nitrogen Leasing Company, Limited Partnership,
and PCS Nitrogen Fertilizer, L.P., incorporated by reference
to Exhibit 10(p) to the Second Quarter 1997 Form 10-Q.
10(u) Amended and Restated Lease Agreement dated as of May 16,
1997, between Nitrogen Leasing Company, Limited Partnership,
and PCS Nitrogen Fertilizer, L.P., incorporated by reference
to Exhibit 10(q) to the Second Quarter 1997 Form 10-Q.
10(v) Amended and Restated Purchase Option Agreement dated as of
May 16, 1997, between Nitrogen Leasing Company, Limited
Partnership, and PCS Nitrogen Fertilizer Operations, Inc.,
incorporated by reference to Exhibit 10(r) to the Second
Quarter 1997 Form 10-Q.
10(w) Amended and Restated Purchase Option Agreement dated as of
May 16, 1997, between Trinidad Ammonia Company, Limited
Partnership and PCS Nitrogen Fertilizer Operations, Inc.,
incorporated by reference to Exhibit 10(s) to the Second
Quarter 1997 Form 10-Q.
10(x) Master Termination Agreement dated as of May 23, 2001,
between Trinidad Ammonia Company, Limited Partnership and
PCS Nitrogen Fertilizer, L.P., incorporated by reference to
Exhibit 10(x) to the registrant's report on Form 10-Q for
the quarterly period ended June 30, 2001 (the "Second
Quarter 2001 Form 10-Q").
10(y) Master Termination Agreement dated as of May 23, 2001,
between Nitrogen Leasing Company, Limited Partnership and
PCS Nitrogen Fertilizer, L.P., incorporated by reference to
Exhibit 10(y) to the Second Quarter 2001 Form 10-Q.
10(z) Agreement dated January 1, 1997, between the registrant and
Charles E. Childers, incorporated by reference to Exhibit
10(s) to the 1997 Form 10-K.
10(aa) Termination Agreement between the Registrant and C.E.
Childers dated November 21, 2000, incorporated by reference
to Exhibit 10(y) to the 2000 Form 10-K.
10(bb) Potash Corporation of Saskatchewan Inc. Stock Option
Plan -- Directors, as amended January 23, 2001, incorporated
by reference to Exhibit 10(y) to the Second Quarter 2001
Form 10-Q.
10(cc) Potash Corporation of Saskatchewan Inc. Stock Option
Plan -- Officers and Employees, as amended January 23, 2001,
incorporated by reference to Exhibit 10(aa) to the 2000 Form
10-K.
10(dd) Short-Term Incentive Plan of the registrant effective
January 2000, incorporated by reference to Exhibit 10(z) to
the registrant's report on Form 10-Q for the quarterly
period ended March 31, 2000.
10(ee) Long-Term Incentive Plan of the registrant effective January
2000, incorporated by reference to Exhibit 10(aa) to the
registrant's report on Form 10-Q for the quarterly period
ended June 30, 2000.
10(ff) Resolution and Forms of Agreement for Supplemental
Retirement Income Plan, for officers and key employees of
the registrant, incorporated by reference to Exhibit 10(o)
to the 1995 Form 10-K.
22
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
10(gg) Amending Resolution and revised forms of agreement regarding
Supplemental Retirement Income Plan of the registrant,
incorporated by reference to Exhibit 10(x) to the
registrant's report on Form 10-Q for the quarterly period
ended June 30, 1996.
10(hh) Amended and restated Supplemental Retirement Income Plan of
the registrant and text of amendment to existing
supplemental income plan agreements, incorporated by
reference to Exhibit (mm) to the Third Quarter 2000 Form
10-Q.
10(ii) Forms of Agreement dated December 30, 1994, between the
registrant and certain officers of the registrant,
concerning a change in control of the registrant,
incorporated by reference to Exhibit 10(p) to the 1995 Form
10-K.
10(jj) Form of Agreement of Indemnification dated August 8, 1995,
between the registrant and certain officers and directors of
the registrant, incorporated by reference to Exhibit 10(q)
to the 1995 Form 10-K.
10(kk) Resolution and Form of Agreement of Indemnification dated
January 24, 2001, incorporated by reference to Exhibit
10(ii) to the 2000 Form 10-K.
10(ll) Chief Executive Officer Medical and Dental Plan,
incorporated by reference to Exhibit 10(jj) to the 2000 Form
10-K.
10(mm) Second Amended and Restated Membership Agreement dated
January 1, 1995, among Phosphate Chemicals Export
Association, Inc. and members of such association, including
Texasgulf Inc., incorporated by reference to Exhibit 10(t)
to the 1995 Form 10-K.
10(nn) International Agency Agreement dated January 1, 1995,
between Phosphate Chemicals Export Association, Inc. and
Texasgulf Inc. establishing Texasgulf Inc. as exclusive
marketing agent for such association's wet phosphatic
materials, incorporated by reference to Exhibit 10(u) to the
1995 Form 10-K.
10(oo) Royalty Agreement dated October 7, 1993, by and between the
registrant and Rio Algom Limited, incorporated by reference
to Exhibit 10(x) to the 1995 Form 10-K.
10(pp) Form of Note relating to the Company's offering of
$600,000,000 principal amount of 7 3/4% Notes due on May 31,
2011, incorporated by reference to Exhibit 4 to the Report
on Form 8-K dated May 17, 2001.
11 Statement re Computation of Per Share Earnings.
(b) REPORTS ON FORM 8-K
There were no reports on Form 8-K filed by the registrant during the
quarterly period covered by this Report.
23
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
POTASH CORPORATION OF
SASKATCHEWAN INC.
November 7, 2001
By: /s/ JOHN L.M. HAMPTON
------------------------------------
John L.M. Hampton
Senior Vice President, General
Counsel and Secretary
November 7, 2001
By: /s/ WAYNE R. BROWNLEE
------------------------------------
Wayne R. Brownlee
Senior Vice President, Treasurer,
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
24
EXHIBIT
NUMBER EXHIBIT INDEX PAGE
------- ------------- ----
2 Agreement and Plan of Merger dated September 2, 1996, as
amended, by and among the registrant, Arcadian Corporation
and PCS Nitrogen, Inc., incorporated by reference to Exhibit
2(a) to Amendment Number 2 to the registrant's Form S-4
(File No. 333-17841).
3(a) Restated Articles of Incorporation of the registrant dated
October 31, 1989, as amended May 11, 1995, incorporated by
reference to Exhibit 3(i) to the registrant's report on Form
10-K for the year ended December 31, 1995 (the "1995 Form
10-K").
3(b) Bylaws of the registrant dated March 2, 1995, incorporated
by reference to Exhibit 3(ii) to the 1995 Form 10-K.
4(a) Term Credit Agreement between The Bank of Nova Scotia and
other financial institutions and the registrant dated
September 25, 2001.
4(b) Indenture dated as of June 16, 1997, between the registrant
and The Bank of Nova Scotia Trust Company of New York,
incorporated by reference to Exhibit 4(a) to the
registrant's report on Form 8-K dated June 18, 1997.
10(a) Sixth Voting Agreement dated April 22, 1978, between Central
Canada Potash, Division of Noranda, Inc., Cominco Ltd.,
International Minerals and Chemical Corporation (Canada)
Limited, PCS Sales and Texasgulf Inc., incorporated by
reference to Exhibit 10(f) to the F-1 Registration
Statement.
10(b) Canpotex Limited Shareholders Seventh Memorandum of
Agreement effective April 21, 1978, between Central Canada
Potash, Division of Noranda Inc., Cominco Ltd.,
International Minerals and Chemical Corporation (Canada)
Limited, PCS Sales, Texasgulf Inc. and Canpotex Limited as
amended by Canpotex S & P amending agreement dated November
4, 1987, incorporated by reference to Exhibit 10(g) to the
F-1 Registration Statement.
10(c) Producer Agreement dated April 21, 1978, between Canpotex
Limited and PCS Sales, incorporated by reference to Exhibit
10(h) to the F-1 Registration Statement.
10(d) Canpotex/PCS Amending Agreement, dated with effect October
1, 1992, incorporated by reference to Exhibit 10(f) to the
1995 Form 10-K.
10(e) Canpotex PCA Collateral Withdrawing/PCS Amending Agreement,
dated with effect October 7, 1993, incorporated by reference
to Exhibit 10(g) to the 1995 Form 10-K.
10(f) Canpotex Producer Agreement amending agreement dated
effective January 1, 1999, incorporated by reference to
Exhibit 10(f) to the registrant's report on Form 10-K for
the year ended December 31, 2000 (the "2000 Form 10-K").
10(g) Agreement of Limited Partnership of Arcadian Fertilizer,
L.P. dated as of March 3, 1992 (form), and the related
Certificate of Limited Partnership of Arcadian Fertilizer,
L.P., filed with the Secretary of State of the State of
Delaware on March 3, 1992 (incorporated by reference to
Exhibits 3.1 and 3.2 to Arcadian Partners L.P.'s
Registration Statement on Form S-1 (File No. 33-45828)).
EXHIBIT
NUMBER EXHIBIT INDEX PAGE
------- ------------- ----
10(h) Amendment to Agreement of Limited Partnership of Arcadian
Fertilizer, L.P. and related Certificates of Limited
Partnership of Arcadian Fertilizer, L.P. filed with the
Secretary of State of the State of Delaware on March 6, 1997
and November 26, 1997, incorporated by reference to Exhibit
10(f) to the registrant's report on Form 10-K for the year
ended December 31, 1998 (the "1998 Form 10-K").
10(i) Geismar Complex Services Agreement dated June 4, 1984,
between Honeywell International, Inc. and Arcadian
Corporation, incorporated by reference to Exhibit 10.4 to
Arcadian Corporation's Registration Statement on Form S-1
(File No. 33-34357).
10(j) Esterhazy Restated Mining and Processing Agreement dated
January 31, 1978, between International Minerals and
Chemical Corporation (Canada) Limited and the registrant's
predecessor, incorporated by reference to Exhibit 10(e) to
the F-1 Registration Statement.
10(k) Agreement dated December 21, 1990, between International
Minerals & Chemical Corporation (Canada) Limited and the
registrant, amending the Esterhazy Restated Mining and
Processing Agreement dated January 31, 1978, incorporated by
reference to Exhibit 10(p) to the registrant's report on
Form 10-K for the year ended December 31, 1990.
10(l) Agreement effective August 27, 1998, between International
Minerals & Chemical (Canada) Global Limited and the
registrant, amending the Esterhazy Restated Mining and
Processing Agreement dated January 31, 1978 (as amended),
incorporated by reference to Exhibit 10(l) to the 1998 Form
10-K.
10(m) Agreement effective August 31, 1998, among International
Minerals & Chemical (Canada) Global Limited, International
Minerals & Chemical (Canada) Limited Partnership and the
registrant assigning the interest in the Esterhazy Restated
Mining and Processing Agreement dated January 31, 1978 (as
amended) held by International Minerals & Chemical (Canada)
Global Limited to International Minerals & Chemical (Canada)
Limited Partnership, incorporated by reference to Exhibit
10(m) to the 1998 Form 10-K.
10(n) Operating Agreement dated May 11, 1993, between BP Chemicals
Inc. and Arcadian Ohio, L.P., as amended by the First
Amendment to the Operating Agreement dated as of November
20, 1995, between BP Chemicals Inc. and Arcadian Ohio, L.P.
("First Amendment"), incorporated by reference to Exhibit
10.2 to Arcadian Partners L.P.'s current report on Form 8-K
for the report event dated May 11, 1993, except for the
First Amendment which is incorporated by reference to
Arcadian Corporation's report on Form 10-K for the year
ended December 31, 1995.
10(o) Second Amendment to Operating Agreement between BP
Chemicals, Inc. and Arcadian Ohio, L.P., dated as of
November 25, 1996, incorporated by reference to Exhibit
10(k) to the 1997 Form 10-K.
10(p) Manufacturing Support Agreement dated May 11, 1993, between
BP Chemicals Inc. and Arcadian Ohio, L.P., incorporated by
reference to Exhibit 10.3 to Arcadian Partners L.P.'s
current report on Form 8-K for the report event dated May
11, 1993.
10(q) First Amendment to Manufacturing Support Agreement between
BP Chemicals, Inc. and Arcadian Ohio, L.P., dated as of
November 25, 1996, incorporated by reference to Exhibit
10(l) to the 1997 Form 10-K.
10(r) Amended and Restated Agreement for Lease dated as of May 16,
1997, between Trinidad Ammonia Company, Limited Partnership,
and PCS Nitrogen Fertilizer, L.P., incorporated by reference
to Exhibit 10(n) to the registrant's report on Form 10-Q for
the quarterly period ended June 30, 1997 (the "Second
Quarter 1997 Form 10-Q").
EXHIBIT
NUMBER EXHIBIT INDEX PAGE
------- ------------- ----
10(s) Amended and Restated Lease Agreement dated as of May 16,
1997, between Trinidad Ammonia Company, Limited Partnership,
and PCS Nitrogen Fertilizer, L.P., incorporated by reference
to Exhibit 10(o) to the Second Quarter 1997 Form 10-Q.
10(t) Amended and Restated Agreement for Lease dated as of May 16,
1997, between Nitrogen Leasing Company, Limited Partnership,
and PCS Nitrogen Fertilizer, L.P., incorporated by reference
to Exhibit 10(p) to the Second Quarter 1997 Form 10-Q.
10(u) Amended and Restated Lease Agreement dated as of May 16,
1997, between Nitrogen Leasing Company, Limited Partnership,
and PCS Nitrogen Fertilizer, L.P., incorporated by reference
to Exhibit 10(q) to the Second Quarter 1997 Form 10-Q.
10(v) Amended and Restated Purchase Option Agreement dated as of
May 16, 1997, between Nitrogen Leasing Company, Limited
Partnership, and PCS Nitrogen Fertilizer Operations, Inc.,
incorporated by reference to Exhibit 10(r) to the Second
Quarter 1997 Form 10-Q.
10(w) Amended and Restated Purchase Option Agreement dated as of
May 16, 1997, between Trinidad Ammonia Company, Limited
Partnership and PCS Nitrogen Fertilizer Operations, Inc.,
incorporated by reference to Exhibit 10(s) to the Second
Quarter 1997 Form 10-Q.
10(x) Master Termination Agreement dated as of May 23, 2001,
between Trinidad Ammonia Company, Limited Partnership and
PCS Nitrogen Fertilizer, L.P., incorporated by reference to
Exhibit 10(x) to the registrant's report on Form 10-Q for
the quarterly period ended June 30, 2001 (the "Second
Quarter 2001 Form 10-Q").
10(y) Master Termination Agreement dated as of May 23, 2001,
between Nitrogen Leasing Company, Limited Partnership and
PCS Nitrogen Fertilizer, L.P., incorporated by reference to
Exhibit 10(y) to the Second Quarter 2001 Form 10-Q.
10(z) Agreement dated January 1, 1997, between the registrant and
Charles E. Childers, incorporated by reference to Exhibit
10(s) to the 1997 Form 10-K.
10(aa) Termination Agreement between the Registrant and C.E.
Childers dated November 21, 2000, incorporated by reference
to Exhibit 10(y) to the 2000 Form 10-K.
10(bb) Potash Corporation of Saskatchewan Inc. Stock Option
Plan -- Directors, as amended January 23, 2001, incorporated
by reference to Exhibit 10(y) to the Second Quarter 2001
Form 10-Q.
10(cc) Potash Corporation of Saskatchewan Inc. Stock Option
Plan -- Officers and Employees, as amended January 23, 2001,
incorporated by reference to Exhibit 10(aa) to the 2000 Form
10-K.
10(dd) Short-Term Incentive Plan of the registrant effective
January 2000, incorporated by reference to Exhibit 10(z) to
the registrant's report on Form 10-Q for the quarterly
period ended March 31, 2000.
10(ee) Long-Term Incentive Plan of the registrant effective January
2000, incorporated by reference to Exhibit 10(aa) to the
registrant's report on Form 10-Q for the quarterly period
ended June 30, 2000.
10(ff) Resolution and Forms of Agreement for Supplemental
Retirement Income Plan, for officers and key employees of
the registrant, incorporated by reference to Exhibit 10(o)
to the 1995 Form 10-K.
EXHIBIT
NUMBER EXHIBIT INDEX PAGE
------- ------------- ----
10(gg) Amending Resolution and revised forms of agreement regarding
Supplemental Retirement Income Plan of the registrant,
incorporated by reference to Exhibit 10(x) to the
registrant's report on Form 10-Q for the quarterly period
ended June 30, 1996.
10(hh) Amended and restated Supplemental Retirement Income Plan of
the registrant and text of amendment to existing
supplemental income plan agreements, incorporated by
reference to Exhibit (mm) to the Third Quarter 2000 Form
10-Q.
10(ii) Forms of Agreement dated December 30, 1994, between the
registrant and certain officers of the registrant,
concerning a change in control of the registrant,
incorporated by reference to Exhibit 10(p) to the 1995 Form
10-K.
10(jj) Form of Agreement of Indemnification dated August 8, 1995,
between the registrant and certain officers and directors of
the registrant, incorporated by reference to Exhibit 10(q)
to the 1995 Form 10-K.
10(kk) Resolution and Form of Agreement of Indemnification dated
January 24, 2001, incorporated by reference to Exhibit
10(ii) to the 2000 Form 10-K.
10(ll) Chief Executive Officer Medical and Dental Plan,
incorporated by reference to Exhibit 10(jj) to the 2000 Form
10-K.
10(mm) Second Amended and Restated Membership Agreement dated
January 1, 1995, among Phosphate Chemicals Export
Association, Inc. and members of such association, including
Texasgulf Inc., incorporated by reference to Exhibit 10(t)
to the 1995 Form 10-K.
10(nn) International Agency Agreement dated January 1, 1995,
between Phosphate Chemicals Export Association, Inc. and
Texasgulf Inc. establishing Texasgulf Inc. as exclusive
marketing agent for such association's wet phosphatic
materials, incorporated by reference to Exhibit 10(u) to the
1995 Form 10-K.
10(oo) Royalty Agreement dated October 7, 1993, by and between the
registrant and Rio Algom Limited, incorporated by reference
to Exhibit 10(x) to the 1995 Form 10-K.
10(pp) Form of Note relating to the Company's offering of
$600,000,000 principal amount of 7 3/4% Notes due on May 31,
2011, incorporated by reference to Exhibit 4 to the Report
on Form 8-K dated May 17, 2001.
11 Statement re Computation of Per Share Earnings.