Page 57
Financial statements
and notes
| | |
Management’s report to the shareholders | | The audited consolidated financial statements and all information contained in this annual report are the responsibility of management and the audited consolidated financial statements are approved by the Board of Directors of the Corporation. The financial statements have been prepared by management in accordance with accounting principles generally accepted in Canada and, where appropriate, reflect management’s best estimates and judgments based on currently available information. The Corporation has established an internal audit program and accounting and reporting systems supported by internal controls designed to safeguard assets from loss or unauthorized use and ensure the accuracy of the financial records. The financial information presented throughout this annual report is consistent with the financial statements. KPMG LLP, an independent firm of chartered accountants, has been appointed by the shareholders as external auditors of the Corporation. The Auditors’ Report to the Shareholders, which describes the scope of their examination and expresses their opinion, is presented below. |
| | |
| | The Audit Committee of the Board of Directors, whose members are unrelated and independent of management, meets at least four times a year with management, the internal auditors and the external auditors to oversee the discharge of the responsibilities of the respective parties. The Audit Committee reviews the independence of the external auditors, pre-approves audit and permitted non-audit services and reviews the consolidated financial statements and other financial disclosure documents before they are presented to the Board for approval. |
| | | | |
| | ![-s- Michael M. Wilson](https://capedge.com/proxy/40-F/0001130319-04-000196/o11955o1195118.gif) | | ![-s- Bruce G. Waterman](https://capedge.com/proxy/40-F/0001130319-04-000196/o11955o1195119.gif) |
| | Michael M. Wilson | | Bruce G. Waterman |
| | President & Chief Executive Officer Calgary, Canada February 11, 2004
| | Senior Vice President, Finance & Chief Financial Officer |
| | |
Auditors’ report | | We have audited the consolidated balance sheets of Agrium Inc. as at December 31, 2003 and 2002, and the consolidated statements of operations and retained earnings and cash flows for each of the years in the three-year period ended December 31, 2003. These financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these financial statements based on our audits. |
| | |
| | We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. |
| | |
| | In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Corporation as at December 31, 2003 and 2002, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2003, in accordance with Canadian generally accepted accounting principles. |
| | |
| | ![(KPMG LLP)](https://capedge.com/proxy/40-F/0001130319-04-000196/o11955o1195120.gif) |
| | KPMG LLP |
| | Chartered Accountants Calgary, Canada February 11, 2004 |
| | |
Financial statements and notes | | Page 58 |
Consolidated statements of operations
and retained earnings
| | | | | | | | | | | | |
Years ended December 31 | | 2003 | | | 2002 | | | 2001 | |
|
(millions of U.S. dollars, except per share amounts) | | | | | | | | | | | | |
|
|
Sales | | | 2,630 | | | | 2,198 | | | | 2,174 | |
|
Direct freight | | | 131 | | | | 115 | | | | 111 | |
|
Net sales | | | 2,499 | | | | 2,083 | | | | 2,063 | |
|
Cost of product | | | 1,760 | | | | 1,564 | | | | 1,516 | |
|
Gross profit | | | 739 | | | | 519 | | | | 547 | |
|
Expenses | | | | | | | | | | | | |
|
Selling, general and administrative | | | 286 | | | | 246 | | | | 268 | |
|
Depreciation and amortization | | | 140 | | | | 148 | | | | 141 | |
|
Asset impairment(note 8) | | | 235 | | | | – | | | | – | |
|
Royalties and other taxes | | | 17 | | | | 19 | | | | 22 | |
|
Other expenses and Argentine charges(note 3) | | | 40 | | | | 42 | | | | 85 | |
|
Earnings before interest expense and income taxes | | | 21 | | | | 64 | | | | 31 | |
|
Interest on long-term debt | | | 58 | | | | 59 | | | | 55 | |
|
Other interest | | | 5 | | | | 9 | | | | 19 | |
|
Loss before income taxes | | | (42 | ) | | | (4 | ) | | | (43 | ) |
|
Current income taxes (recovery)(note 4) | | | 22 | | | | (21 | ) | | | 28 | |
|
Future income taxes (reduction)(note 4) | | | (43 | ) | | | 17 | | | | (26 | ) |
|
Income taxes | | | (21 | ) | | | (4 | ) | | | 2 | |
|
Net loss | | | (21 | ) | | | – | | | | (45 | ) |
|
Retained earnings – beginning of year | | | 191 | | | | 245 | | | | 315 | |
|
Change in accounting policy(note 2) | | | – | | | | (29 | ) | | | – | |
|
Common share dividends declared | | | (14 | ) | | | (14 | ) | | | (13 | ) |
|
Preferred securities charges | | | (11 | ) | | | (11 | ) | | | (12 | ) |
|
Retained earnings – end of year | | | 145 | | | | 191 | | | | 245 | |
|
|
Loss per share(note 5) | | | | | | | | | | | | |
|
Basic and diluted | | | (0.25 | ) | | | (0.08 | ) | | | (0.49 | ) |
|
See accompanying notes. | | | | | | | | | | | | |
Page 59
Consolidated statements of cash flows
| | | | | | | | | | | | |
Years ended December 31 | | 2003 | | | 2002 | | | 2001 | |
|
(millions of U.S. dollars, except per share amounts) | | | | | | | | | | | | |
| | | | | | | | | | | | |
|
Operating | | | | | | | | | | | | |
|
Net loss | | | (21 | ) | | | – | | | | (45 | ) |
|
Items not affecting cash | | | | | | | | | | | | |
|
Depreciation and amortization | | | 140 | | | | 148 | | | | 141 | |
|
Asset impairment(note 8) | | | 235 | | | | – | | | | – | |
|
Foreign exchange and Argentine charges | | | (8 | ) | | | 14 | | | | 20 | |
|
Future income taxes (reduction)(note 4) | | | (43 | ) | | | 17 | | | | (26 | ) |
|
Net changes in non-cash working capital | | | | | | | | | | | | |
|
Accounts receivable | | | (98 | ) | | | 1 | | | | 52 | |
|
Inventories | | | 12 | | | | 43 | | | | (66 | ) |
|
Prepaid expenses | | | (25 | ) | | | (4 | ) | | | (2 | ) |
|
Accounts payable and accrued liabilities | | | 12 | | | | 19 | | | | (27 | ) |
|
Income and other taxes payable | | | (15 | ) | | | (14 | ) | | | 40 | |
|
Cash provided by operating activities | | | 189 | | | | 224 | | | | 87 | |
|
Investing | | | | | | | | | | | | |
|
Capital expenditures | | | (99 | ) | | | (52 | ) | | | (164 | ) |
|
Acquisition | | | – | | | | – | | | | (19 | ) |
|
Decrease (increase) in other assets | | | 3 | | | | 2 | | | | (32 | ) |
|
Proceeds from disposal of assets and investments | | | 12 | | | | 9 | | | | 3 | |
|
Net change in non-cash working capital | | | 26 | | | | 9 | | | | 27 | |
|
Other | | | 7 | | | | 3 | | | | (15 | ) |
|
Cash used in investing activities | | | (51 | ) | | | (29 | ) | | | (200 | ) |
|
Financing | | | | | | | | | | | | |
|
Common shares | | | 6 | | | | 108 | | | | 1 | |
|
Bank indebtedness repayment | | | (1 | ) | | | (211 | ) | | | (97 | ) |
|
Long-term debt issue (repayment) | | | (27 | ) | | | (9 | ) | | | 267 | |
|
Common share dividends paid | | | (14 | ) | | | (14 | ) | | | (13 | ) |
|
Preferred securities charges paid | | | (11 | ) | | | (11 | ) | | | (12 | ) |
|
Cash provided by (used in) financing activities | | | (47 | ) | | | (137 | ) | | | 146 | |
|
Increase in cash and cash equivalents | | | 91 | | | | 58 | | | | 33 | |
|
Cash and cash equivalents – beginning of year | | | 109 | | | | 51 | | | | 18 | |
|
Cash and cash equivalents – end of year | | | 200 | | | | 109 | | | | 51 | |
|
|
Dividends per common share for the year | | | 0.11 | | | | 0.11 | | | | 0.11 | |
|
|
Supplemental cash flow disclosure | | | | | | | | | | | | |
|
Interest paid | | | 61 | | | | 67 | | | | 72 | |
|
Income taxes paid (received) | | | 30 | | | | (6 | ) | | | (2 | ) |
|
See accompanying notes. | | | | | | | | | | | | |
| | |
Financial statements and notes | | Page 60 |
Consolidated balance sheets
| | | | | | | | | |
As at December 31 | | 2003 | | | 2002 | |
|
(millions of U.S. dollars) | | | | | Restated (note 2) | |
| | | | | | | | |
|
ASSETS | | | | | | | | |
|
Current assets | | | | | | | | |
|
Cash and cash equivalents | | | 200 | | | | 109 | |
|
Accounts receivable(note 6) | | | 314 | | | | 187 | |
|
Inventories(note 7) | | | 368 | | | | 353 | |
|
Prepaid expenses | | | 60 | | | | 35 | |
|
| | | 942 | | | | 684 | |
|
Capital assets(note 8) | | | 1,260 | | | | 1,422 | |
|
Other assets(note 9) | | | 71 | | | | 85 | |
|
| | | 2,273 | | | | 2,191 | |
|
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | |
|
Current liabilities | | | | | | | | |
|
Bank indebtedness(note 10) | | | – | | | | 1 | |
|
Accounts payable and accrued liabilities(note 11) | | | 404 | | | | 340 | |
|
Current portion of long-term debt(note 12) | | | 121 | | | | 25 | |
|
| | | 525 | | | | 366 | |
|
Long-term debt(note 12) | | | | | | | | |
|
Recourse debt | | | 503 | | | | 604 | |
|
Non-recourse debt | | | 111 | | | | 132 | |
|
| | | 614 | | | | 736 | |
|
Other liabilities(note 13) | | | 181 | | | | 160 | |
|
Future income taxes(note 4) | | | 132 | | | | 165 | |
|
| | | 1,452 | | | | 1,427 | |
|
Shareholders’ equity | | | | | | | | |
|
Share capital(note 16) | | | | | | | | |
|
Authorized: unlimited common shares and preferred securities | | | | | | | | |
|
Issued and outstanding: | | | | | | | | |
|
Common shares: | 2003 – 127 million (2002 – 126 million) | | | 490 | | | | 484 | |
|
Preferred securities: | eight percent redeemable: 2003 – seven million (2002 – seven million) | | | 172 | | | | 171 | |
|
| six percent convertible, redeemable: 2003 – two million (2002 – two million) | | | 50 | | | | 50 | |
|
Contributed surplus | | | 1 | | | | – | |
|
Retained earnings | | | 145 | | | | 191 | |
|
Cumulative translation adjustment | | | (37 | ) | | | (132 | ) |
|
| | | 821 | | | | 764 | |
|
Commitments(note 18) | | | | | | | | |
|
Contingencies(note 19) | | | | | | | | |
|
| | | 2,273 | | | | 2,191 | |
See accompanying notes. |
APPROVED BY THE BOARD:
| | |
| | ![-s- Harry G. Schaefer](https://capedge.com/proxy/40-F/0001130319-04-000196/o11955o1195122.gif) |
Director | | Director |
Page 61
Notes to the consolidated
financial statements
1. ACCOUNTING POLICIES
Principles of consolidation and preparation of financial statements
These consolidated financial statements are prepared and reported in U.S. dollars in accordance with accounting principles generally accepted in Canada (Canadian GAAP) and, except as outlined in note 23, are in accordance with accounting principles generally accepted in the United States (U.S. GAAP).
The consolidated financial statements include the accounts of the Corporation and its subsidiaries and the Corporation’s proportionate share of revenues, expenses, assets and liabilities of Profertil S.A. (see note 22). Intercompany transactions and balances are eliminated.
The underlying financial records contain amounts based on informed estimates and best judgments of management. Certain comparative figures have been reclassified to conform to the current year’s presentation.
Cash and cash equivalents
Cash equivalents consist primarily of short-term investments with an original maturity of three months or less and are stated at cost, which approximates fair value.
Inventories
Wholesale inventories, consisting primarily of fertilizers, operating supplies and raw materials, include both direct and indirect production costs and freight to transport the product from the production facility to the final warehouse facility. Fertilizers include the Corporation’s completed product as well as work in process. Operating supplies include catalysts used in the Wholesale production process, materials used for maintenance and repairs and other supplies. Wholesale inventory is valued at the lower of weighted average cost and net realizable value.
Retail inventories are recorded at the lower of purchased cost and net realizable value and include the cost of delivery to move the product to the respective farm centre.
Capital assets
Capital assets are recorded at cost and include the cost of replacements and betterments. Cost is defined as expenditures incurred up to the commencement of commercial production.
Depreciation is calculated using the straight-line method based on the estimated service lives of the respective assets, ranging from three to 25 years.
Management reviews capital assets on an ongoing basis to determine if circumstances indicate impairment in the carrying value or changes in the estimated useful life of the asset. If an impairment has occurred, an impairment charge is recognized as an asset impairment expense in the amount that the carrying value of the asset exceeds its fair value. Where the estimated useful life changes, depreciation is adjusted prospectively.
Facility costs
Costs incurred during the shutdown of a production facility for periodic scheduled maintenance (a turnaround) are deferred and charged to production costs on a straight-line basis over the period until the next scheduled turnaround, generally one to four years. Unamortized costs that will be charged to production costs within one year of the balance sheet date are included in prepaid expenses, and all other costs are included in other assets. Costs incurred during an extended facility shut down, due to market conditions or facility failure, are charged to other expense.
Other assets
Other assets include value-added tax, long-term receivables, deferred financing costs and investments in associated companies.
Value-added tax assets relate to South America operations and are accumulated on the balance sheet as costs are incurred and are recovered against future value-added taxes collected by the Corporation and due to the government.
| | |
Financial statements and notes | | Page 62 |
Notes to the consolidated
financial statements
Investments in companies where the Corporation has the ability to exercise significant influence, which is generally evidenced by ownership of between 20 percent and 50 percent of the equity, are carried on the equity basis of accounting. The Corporation’s share of earnings is included in other income. Investments where the Corporation does not exercise significant influence are accounted for using the cost method.
Employee future benefits
The Corporation maintains both defined benefit and defined contribution pension plans in Canada and in the United States, which are both contributory and non-contributory with regard to participants. The majority of employees are members of defined contribution pension plans. The Corporation also maintains certain contributory health care plans and life insurance benefits for retired employees. Benefits from defined benefit plans are based on either years of service and compensation or a rated amount for each year of service. The pension plan and post-retirement benefit costs are determined annually by independent actuaries and include current service costs and a provision for the amortization of prior service costs.
The Corporation has additional non-contributory defined benefit and defined contribution plans for senior management, which provide supplementary pension benefits.
Employee future benefits are funded by the Corporation and obligations are determined using the projected benefit method of actuarial valuation prorated over the projected length of employee service. Employee future benefit costs for current service are charged to earnings in the year incurred. Past service costs, experience gains or losses and the effects of changes in plan assumptions are amortized on a straight-line basis over the expected average remaining service life of the relevant employee group. Contributions by the Corporation to defined contribution employee future benefit plans are expensed as incurred.
Environmental remediation
Environmental costs that relate to current operations may be expensed or capitalized. Expenditures that relate to existing conditions caused by past operations, and that do not contribute to current or future revenue generation, are expensed. Environmental costs are capitalized if the costs extend the life of the property, increase its capacity and/or mitigate or prevent contamination from future operations. Costs are recorded when environmental remediation efforts are probable and the costs can be reasonably estimated based on current law and existing technologies. Estimated costs are based on management’s best estimate of undiscounted future costs.
Asset retirement obligations
The Corporation recognizes asset retirement obligations in the period in which they are incurred if a reasonable estimate of fair value can be determined. The liability is measured at fair value and is adjusted to its present value in subsequent periods through accretion expense. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset.
Future income taxes
Future income taxes are recognized for differences between the carrying values of assets and liabilities and their respective income tax bases. Future income tax assets and liabilities are measured using substantively enacted income tax rates expected to apply to taxable income in the years in which temporary differences are expected to be reversed or settled. The effect on future income tax assets and liabilities of a change in rates is included in earnings in the period during which the change is considered substantively enacted. Future income tax assets are recorded in the financial statements if realization is considered more likely than not.
Revenue recognition
Revenue is recognized when the product is delivered to the customer or when the risks and rewards of ownership are otherwise transferred to the customer. Transportation costs are recovered from the customer through product or service pricing.
Stock-based compensation
The Corporation has several stock-based compensation plans, which are described in note 17. Beginning in 2003, the fair value of stock options and performance share units (PSUs) are expensed over the vesting period. For stock options issued prior to 2003, pro-forma disclosure of the effect on net earnings (loss) and earnings (loss) per share had the fair value been expensed is provided. The liability for stock options that have been expensed is recorded in contributed surplus until the options are exercised. Deferred Share Units (DSUs) to directors and Stock Appreciation Rights (SARs) to employees are expensed to cost of product or selling, general and administration expense when DSUs are issued or SARs thresholds are achieved.
Page 63
Notes to the consolidated
financial statements
Derivative financial instruments
Derivative financial instruments are used by the Corporation to manage its exposure to commodity price and foreign exchange rate fluctuations. The Corporation enters into natural gas options and swaps to manage exposure to changes in cash flows related to fluctuation in the market prices for natural gas consumed in operations. The Corporation enters into forward exchange contracts and foreign currency options to manage exposure to changes in cash flows in its Canadian operations related to changes in the Canadian/U.S. dollar exchange rate.
These derivative contracts are initiated within the guidelines of the Corporation’s risk management and hedging policies, which require specific authorization for approval and commitment of contracts. The Corporation formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking the hedge transaction.
Hedge accounting is used when there is a high degree of correlation between changes in value of the derivative instrument and the cash flows of the hedged item. The Corporation assesses, both at inception of the hedge and on a quarterly basis, whether the derivatives that are used in hedging transactions are highly correlated to the cash flows of the hedged item. Changes in time value are excluded from the assessment of the hedge correlation.
Derivative contracts accounted for as hedges are not recognized in the consolidated balance sheets. Gains or losses on these contracts, including realized gains and losses on hedging derivative contracts settled prior to maturity, are recognized when the related hedge transaction is recognized. Any portion of the gains or losses that is not highly correlated to the cash flows of the hedged item is recognized in other expenses each period. If correlation ceases, the Corporation discontinues hedge accounting and the gain or loss previously deferred is carried forward and recognized when the hedged transaction is recognized. Any future changes in the market value of the derivative contract are recognized in other expenses in the period of change.
Derivative contracts that do not qualify as hedges are marked to market. Any changes in the market value of the derivative contracts are recorded in other expenses when those changes occur. The fair value of these instruments is recorded as accounts receivable or payable.
Foreign currency translation
The Corporation’s Canadian operations are considered self-sustaining and are translated into U.S. dollars using the current rate method. Under this method, assets and liabilities are translated at period-end exchange rates and items included in the statements of operations and retained earnings and cash flows are translated at the rates in effect at the time of the transaction. The gain or loss on translation is charged to cumulative translation adjustment in shareholders’ equity.
The Corporation’s South America operations are considered integrated and are translated into U.S. dollars using the temporal method. Under this method, monetary assets and liabilities are translated at year-end exchange rates and items included on the statements of operations and cash flows are translated at rates in effect at the time of the transaction. Non-monetary assets and liabilities are translated at historical rates. The gain or loss on translation is charged to the statement of operations as other expense. While South America Wholesale has always been integrated, prior to October 1, 2003, South America Retail was considered self-sustaining and translated into U.S. dollars using the current rate method. Foreign currency translation of South America Retail operations was prospectively changed from the current rate method due to a significant change in economic facts and circumstances. The functional currency changed from the Argentine peso to U.S. dollars. The circumstances supporting the change include the transacting of sales in U.S. dollars and the reduction in banking restrictions in Argentina. From the effective date of change, the exchange gains and losses deferred in the cumulative translation adjustment remain unless there is a return in the Corporation’s investment. The non-monetary balance sheet values at October 1, 2003, became the historic values going forward.
The increase in the cumulative translation adjustment of $95-million (2002 – $33-million decrease) comprises of unrealized currency translation adjustments that arise on the translation to U.S. dollars of assets and liabilities of the Corporation’s self-sustaining operations.
| | |
Financial statements and notes | | Page 64 |
Notes to the consolidated
financial statements
2. CHANGES IN ACCOUNTING POLICIES
Stock-based compensation
In the fourth quarter of 2003, the Corporation expensed stock options on a prospective basis effective January 1, 2003. Prospective adoption requires that the fair value of compensation cost related to stock options granted in 2003 be expensed in the financial statements over the vesting period. For stock options granted prior to 2003, the Corporation will continue to provide pro forma disclosure of the effect on net earnings (loss) and earnings (loss) per share had the fair value been expensed.
Asset retirement obligations
Effective January 1, 2003, the Corporation early-adopted the new Canadian accounting standard for asset retirement obligations. Previously, when the cost of site restoration exceeded the salvage value of the asset, the Corporation accrued for site restoration costs systematically to the expected settlement amount in the year the obligation was anticipated to settle. Under the new accounting policy, the Corporation recognizes asset retirement obligations in the period in which they are incurred if a reasonable estimate of fair value can be determined. The liability is measured at discounted fair value and is adjusted to its present value in subsequent periods as accretion expense is recorded. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset, and the asset is depreciated over the asset’s estimated useful life. The change in accounting policy was recorded retroactively. The effect of adoption on the balance sheet as at January 1, 2003 and 2002, is presented below as increases (decreases):
| | | | | | | | |
| | 2003 | | | 2002 | |
|
Asset retirement cost, included in capital assets | | | 28 | | | | 28 | |
|
Accumulated depreciation on capital assets | | | 6 | | | | 4 | |
|
Asset retirement obligations, included in other liabilities | | | 28 | | | | 28 | |
|
Accumulated accretion of asset retirement obligations, included in other liabilities | | | 7 | | | | 5 | |
|
Site restoration and reclamation, formerly included in other liabilities | | | (15 | ) | | | (9 | ) |
|
Long-term future income tax liabilities | | | 2 | | | | – | |
|
Opening retained earnings | | | – | | | | – | |
|
Prior period consolidated balance sheets have been restated.
Site restoration and reclamation expense recorded under the accounting policy for prior periods approximated the depreciation and accretion expense under the retroactive application of the new accounting policy. As a result, prior period statements of operations were not restated.
Goodwill and other intangible assets
Effective January 1, 2002, the Corporation adopted the new accounting standard for goodwill. This standard requires that goodwill be subject to an annual impairment test rather than being amortized. In 2002, the Corporation completed the transitional impairment test using a discounted cash flow method for the reporting unit that includes goodwill. The results of the test indicated that goodwill recorded in the Corporation’s phosphate business, which was included in the reportable segment entitled “North America Wholesale”, was impaired. The amount of the impairment represented the entire goodwill balance of $45-million ($29-million net of tax). The resulting impairment loss was recognized as a change in accounting policy and charged to retained earnings as of January 1, 2002.
Page 65
Notes to the consolidated
financial statements
3. OTHER EXPENSES AND ARGENTINE CHARGES
| | | | | | | | | | | | |
| | 2003 | | | 2002 | | | 2001 | |
|
Interest | | | (5 | ) | | | – | | | | (10 | ) |
|
Facility costs | | | 10 | | | | 8 | | | | 15 | |
|
Performance incentives | | | 9 | | | | – | | | | – | |
|
Environmental remediation and accretion of asset retirement obligation | | | 6 | | | | 10 | | | | 8 | |
|
Foreign exchange and Argentine charges (a) | | | (8 | ) | | | 14 | | | | 20 | |
|
U.S. dollar forced conversion (b) | | | – | | | | (10 | ) | | | 29 | |
|
Other | | | 28 | | | | 20 | | | | 23 | |
|
| | | 40 | | | | 42 | | | | 85 | |
|
(a) | | The Corporation translates foreign exchange gains (losses) arising on U.S. dollar working capital items in Canadian and South American self-sustaining subsidiaries. Translation also includes foreign exchange gains (losses) arising on the translation of integrated subsidiaries. |
(b) | | At December 31, 2001, a charge was recorded against working capital and was made up primarily of accounts receivable in South America Retail. This reflected the anticipated impact of the contract index law, legislating conversion of all U.S. dollar debts to Argentine pesos on a one-to-one basis, representing forced conversion of a portion of the Corporation’s U.S. dollar assets in Argentina. During 2002, South America Retail collected receivables at rates better than anticipated and recovered $10-million of the $29-million charge recorded at December 31, 2001. |
4. INCOME TAXES
The major factors that caused variations from the expected combined Canadian federal and provincial statutory income tax rates were the following:
| | | | | | | | | | | | |
| | 2003 | | | 2002 | | | 2001 | |
|
Earnings (loss) before income taxes | | | | | | | | | | | | |
|
Canadian | | | 66 | | | | (35 | ) | | | (22 | ) |
|
Foreign | | | (108 | ) | | | 31 | | | | (21 | ) |
|
| | | (42 | ) | | | (4 | ) | | | (43 | ) |
|
Statutory rate (%) | | | 42 | | | | 43 | | | | 44 | |
|
Income taxes at statutory rates | | | (18 | ) | | | (2 | ) | | | (19 | ) |
|
Recognition of previously unrecognized tax assets | | | (13 | ) | | | (4 | ) | | | (4 | ) |
|
Differences in foreign tax rates | | | (5 | ) | | | (10 | ) | | | (10 | ) |
|
Manufacturing and processing allowance | | | (5 | ) | | | 6 | | | | 5 | |
|
Resource royalties and allowances | | | 6 | | | | 1 | | | | 4 | |
|
Foreign exchange gains relating to Canadian and Argentine operations | | | 9 | | | | – | | | | – | |
|
Argentine charges | | | – | | | | 2 | | | | 22 | |
|
Other | | | 5 | | | | 3 | | | | 4 | |
|
Income taxes | | | (21 | ) | | | (4 | ) | | | 2 | |
|
Current | | | | | | | | | | | | |
|
Canadian | | | (2 | ) | | | (4 | ) | | | 26 | |
|
Foreign | | | 24 | | | | (17 | ) | | | 2 | |
|
| | | 22 | | | | (21 | ) | | | 28 | |
|
Future | | | | | | | | | | | | |
|
Canadian | | | 43 | | | | – | | | | (33 | ) |
|
Foreign | | | (86 | ) | | | 17 | | | | 7 | |
|
| | | (43 | ) | | | 17 | | | | (26 | ) |
|
| | | (21 | ) | | | (4 | ) | | | 2 | |
|
| | |
Financial statements and notes | | Page 66 |
Notes to the consolidated
financial statements
The significant components of future income tax liabilities and assets at December 31 are as follows:
| | | | | | | | |
| | 2003 | | | 2002 | |
|
Future income tax liabilities | | | | Restated (note 2) | |
|
Depreciation and amortization | | | 190 | | | | 252 | |
|
Partnership deferral | | | 60 | | | | 24 | |
|
Other | | | 39 | | | | 24 | |
|
Total future income tax liabilities | | | 289 | | | | 300 | |
|
Future income tax assets | | | | | | | | |
|
Loss carry forwards expiring through 2011 | | | 101 | | | | 111 | |
|
Asset retirement obligation and environmental liabilities | | | 44 | | | | 39 | |
|
Receivable allowances and accrued liabilities | | | 21 | | | | 17 | |
|
Employee future benefits | | | 16 | | | | 15 | |
|
Other | | | 16 | | | | 18 | |
|
Future income tax assets before valuation allowance | | | 198 | | | | 200 | |
|
Valuation allowance | | | (41 | ) | | | (65 | ) |
|
Total future income tax assets, net of valuation allowance | | | 157 | | | | 135 | |
|
Net future income tax liabilities | | | 132 | | | | 165 | |
|
5. LOSS PER SHARE
The following table summarizes the computation of net loss per share:
| | | | | | | | | | | | |
| | 2003 | | | 2002 | | | 2001 | |
|
Numerator | | | | | | | | | | | | |
|
Net loss | | | (21 | ) | | | – | | | | (45 | ) |
|
Preferred securities charges (a) | | | (11 | ) | | | (11 | ) | | | (12 | ) |
|
Numerator for basic loss per share | | | (32 | ) | | | (11 | ) | | | (57 | ) |
|
|
|
Preferred securities charges (a) | | | – | | | | – | | | | – | |
|
Numerator for diluted loss per share | | | (32 | ) | | | (11 | ) | | | (57 | ) |
|
|
|
Denominator | | | | | | | | | | | | |
|
Weighted average denominator for basic loss per share | | | 126 | | | | 123 | | | | 115 | |
|
|
|
Dilutive instruments (b) | | | | | | | | | | | | |
|
Stock options (c) | | | – | | | | – | | | | – | |
|
Preferred securities converted to common shares | | | | | | | | | | | | |
|
$175-million, eight percent (d) | | | – | | | | – | | | | – | |
|
$50-million, six percent (e) | | | – | | | | – | | | | – | |
|
Denominator for diluted loss per share | | | 126 | | | | 123 | | | | 115 | |
|
|
|
Basic loss per share | | | (0.25 | ) | | | (0.08 | ) | | | (0.49 | ) |
|
Diluted loss per share | | | (0.25 | ) | | | (0.08 | ) | | | (0.49 | ) |
|
(a) | | Under Canadian GAAP the preferred securities (note 16) are considered equity instruments. The preferred securities charges that have been charged to retained earnings are deducted from net earnings (loss) for the computation of basic earnings (loss) per share. For diluted earnings (loss) per share, these preferred securities charges are added back when the impact of the equity instrument is dilutive to basic earnings (loss) per share. |
(b) | | For diluted earnings (loss) per share, these dilutive instruments are added back only when the impact of the instrument is dilutive to basic earnings (loss) per share. |
Page 67
Notes to the consolidated
financial statements
(c) | | Stock options, using the treasury stock method, with an average share price less than or equal to the average share price during the year are considered dilutive and potential common share equivalents are considered outstanding. At December 31, 2003, there were nine million antidilutive stock options (2002 – nine million; 2001 – eight million) that could be dilutive in the future. |
(d) | | This series of preferred securities is redeemable at the option of the Corporation. The redemption price may be paid by delivering common shares as disclosed in note 16. At December 31, 2003, there were seven million antidilutive preferred securities (2002 – seven million; 2001 – seven million) that could be dilutive in the future. |
(e) | | This series of preferred securities is convertible to common shares as disclosed in note 16. At December 31, 2003, there were two million antidilutive preferred securities (2002 – two million; 2001 – two million) that were converted to common shares in January 2004. |
6. ACCOUNTS RECEIVABLE
| | | | | | | | |
| | 2003 | | | 2002 | |
|
Trade accounts | | | 297 | | | | 180 | |
|
Allowance for doubtful accounts | | | (16 | ) | | | (20 | ) |
|
Rebates and other non-trade accounts | | | 25 | | | | 25 | |
|
Income and other taxes | | | 7 | | | | – | |
|
Other | | | 1 | | | | 2 | |
|
| | | 314 | | | | 187 | |
|
On an ongoing basis, certain of the Corporation’s U.S. subsidiaries sell their accounts receivable balances to a subsidiary of the Corporation. The subsidiary has an agreement to sell to a financial institution, on an ongoing basis, an undivided percentage interest in this designated pool of receivables, on a non-recourse basis, in an amount not to exceed $125-million. The Corporation has granted a security interest to the financial institution for the sold receivables. The fees and expenses are calculated based on the receivables sold and the prevailing commercial paper rate. The agreement expires in December 2007 and may be terminated earlier by either Agrium with proper notice or the financial institution provided certain conditions are met.
Servicing of the receivables sold is performed by a U.S. subsidiary of the Corporation which charges a fee of two percent of the pool balances. At December 31, 2003, the accounts receivable balances sold were $-nil (2002 – $114-million).
Average monthly receivables sold, fees and expenses incurred on this program for the years ended December 31, were as follows:
| | | | | | | | | | | | |
| | 2003 | | | 2002 | | | 2001 | |
|
Average monthly receivables sold | | | 50 | | | | 98 | | | | 98 | |
|
Fees and expenses paid | | | 1 | | | | 3 | | | | 4 | |
|
7. INVENTORIES
| | | | | | | | |
| | 2003 | | | 2002 | |
|
North America Wholesale | | | | | | | | |
|
Fertilizers | | | 98 | | | | 110 | |
|
Operating supplies | | | 72 | | | | 67 | |
|
Raw materials | | | 25 | | | | 24 | |
|
| | | 195 | | | | 201 | |
|
North America Retail | | | | | | | | |
|
Fertilizers | | | 63 | | | | 47 | |
|
Chemicals | | | 76 | | | | 70 | |
|
Other | | | 15 | | | | 15 | |
|
| | | 154 | | | | 132 | |
|
South America Wholesale | | | 7 | | | | 7 | |
|
|
|
South America Retail | | | 12 | | | | 13 | |
|
| | | 368 | | | | 353 | |
|
| | |
Financial statements and notes | | Page 68 |
Notes to the consolidated
financial statements
8. CAPITAL ASSETS
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | 2002 |
| | 2003 | | Restated (note 2) |
|
| | | | | | Accumulated | | | | | | | | | | | Accumulated | | | |
| | | | | | Depreciation | | | Net | | | | | | | Depreciation | | | Net | |
| | | | | | and | | | Book | | | | | | | and | | | Book | |
| | Cost | | | Amortization | | | Value | | | Cost | | | Amortization | | | Value | |
|
Land | | | 28 | | | | – | | | | 28 | | | | 28 | | | | – | | | | 28 | |
|
Buildings and improvements | | | 308 | | | | 157 | | | | 151 | | | | 305 | | | | 132 | | | | 173 | |
|
Machinery and equipment | | | 2,020 | | | | 1,020 | | | | 1,000 | | | | 2,035 | | | | 871 | | | | 1,164 | |
|
Other | | | 110 | | | | 29 | | | | 81 | | | | 81 | | | | 24 | | | | 57 | |
|
| | | 2,466 | | | | 1,206 | | | | 1,260 | | | | 2,449 | | | | 1,027 | | | | 1,422 | |
|
In the fourth quarter of 2003, the Corporation’s Kenai, Alaska, nitrogen facility in the North America Wholesale business unit was determined to be impaired in the amount of $235-million ($140-million net of tax). The asset impairment was calculated as the difference between the carrying amount and the fair value of the Alaskan nitrogen facility. The impairment loss was proportionately allocated to reduce the cost base of the asset categories above.
9. OTHER ASSETS
| | | | | | | | |
| | 2003 | | | 2002 | |
|
South America value-added tax and other costs | | | 34 | | | | 49 | |
|
Long-term receivables | | | 9 | | | | 10 | |
|
Long-term investments | | | 12 | | | | 13 | |
|
Other | | | 16 | | | | 13 | |
|
| | | 71 | | | | 85 | |
|
10. BANK INDEBTEDNESS
Agrium Inc.
The Corporation has a $225-million, 364-day syndicated revolving credit facility due in May 2004. This facility contains a 1.5-year term-out provision exercisable at the Corporation’s option. Under this option the Corporation can convert the facility into a term lending arrangement following expiration of the 364-day revolving period. Agrium U.S. Inc., a subsidiary of the Corporation, guarantees this facility. Interest rates are at either LIBOR plus a spread, bankers’ acceptance rate plus a spread or a base rate established by the bank plus variable spreads, at the election of the Corporation. The loan agreements require the Corporation to maintain certain financial ratios and other covenants.
Agrium U.S. Inc.
The Corporation’s wholly owned subsidiary, Agrium U.S. Inc., has a base revolving credit facility of up to $56-million, which expires December 4, 2004. This facility is guaranteed by the Corporation and requires the Corporation to maintain certain financial ratios and other covenants.
Profertil S.A.
Profertil has access to limited short-term borrowings from Argentine financial institutions at prevailing interest rates, based on LIBOR, to fund working capital requirements.
Page 69
Notes to the consolidated
financial statements
11. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
| | | | | | | | |
| | 2003 | | | 2002 | |
|
Trade | | | 161 | | | | 172 | |
|
Accrued liabilities | | | 229 | | | | 152 | |
|
Accrued interest payable | | | 14 | | | | 16 | |
|
| | | 404 | | | | 340 | |
|
12. LONG-TERM DEBT
| | | | | | | | |
| | 2003 | | | 2002 |
|
Recourse debt | | | | | | | | |
|
Unsecured | | | | | | | | |
|
6.86% senior notes due December 29, 2004 to 2007 (a)(c) | | | 60 | | | | 75 | |
|
7.06% senior notes due December 29, 2004 to 2010 (b)(c) | | | 100 | | | | 100 | |
|
7% debentures due February 1, 2004 (c) | | | 75 | | | | 75 | |
|
7.7% debentures due February 1, 2017 (c) | | | 100 | | | | 100 | |
|
7.8% debentures due February 1, 2027 (c) | | | 125 | | | | 125 | |
|
8.25% debentures due February 15, 2011 (c) | | | 125 | | | | 125 | |
|
|
Secured | | | | | | | | |
|
Profertil S.A. – other | | | 3 | | | | 5 | |
|
Other | | | 20 | | | | 16 | |
|
| | | 608 | | | | 621 | |
|
Principal repayments due within one year | | | 105 | | | | 17 | |
|
| | | 503 | | | | 604 | |
|
Non-recourse debt | | | | | | | | |
|
Secured | | | | | | | | |
|
Profertil S.A. (d) | | | 127 | | | | 140 | |
|
Principal repayments due within one year | | | 16 | | | | 8 | |
|
| | | 111 | | | | 132 | |
|
(a) | | The notes have four remaining equal annual principal repayments, with the next repayment due December 29, 2004. These notes are guaranteed by Agrium U.S. Inc. and require the Corporation to maintain certain financial ratios and other covenants. |
(b) | | The notes have seven equal annual principal repayments commencing December 29, 2004. These notes are guaranteed by Agrium U.S. Inc. and require the Corporation to maintain certain financial ratios and other covenants. |
(c) | | These notes and debentures require the Corporation to meet certain financial ratios and other covenants. |
(d) | | The Corporation’s share of amounts outstanding under the credit agreement at December 31, 2003, is $127-million of which $15-million is repayable within one year. At December 31, 2003, amounts outstanding under the credit agreement are broken into tranches of $115-million, $73-million and $64-million, of which the Corporation’s share is 50 percent. The two smaller tranches accrue interest at the LIBOR rate plus a spread. The $115-million tranche accrues interest at a fixed rate. Principal plus accrued interest is repayable in 14 semi-annual installments. The facility matures December 31, 2010. |
| |
| | This facility became non-recourse to Profertil partners once completion guarantees on the facility had been released in 2001. The Corporation has pledged its shares in Profertil to the bank as security in the event of default. The joint venture partners have also entered into an agreement that limits the transfer of the ownership interests in Profertil for a period of six years commencing from the completion date, which was November 30, 2001. |
| | |
Financial statements and notes | | Page 70 |
Notes to the consolidated
financial statements
13. OTHER LIABILITIES
| | | | | | | | |
| | 2003 | | | 2002 | |
|
| | | | | | Restated (note 2) |
|
Asset retirement obligations (notes 2 and 14) | | | 43 | | | | 35 | |
|
Environmental remediation | | | 87 | | | | 79 | |
|
Employee future benefits (note 15) | | | | | | | | |
|
Pensions | | | 13 | | | | 14 | |
|
Other post-retirement benefits | | | 31 | | | | 26 | |
|
Other | | | 7 | | | | 6 | |
|
| | | 181 | | | | 160 | |
|
14. ASSET RETIREMENT OBLIGATIONS
The Corporation recognizes asset retirement obligations associated with nitrogen, phosphate and potash production facilities, marketing and distribution facilities and phosphate and potash mine assets. These obligations generally relate to dismantlement and site restoration.
A reconciliation between the opening and closing asset retirement obligation balances is provided below:
| | | | | | | | |
| | 2003 | | | 2002 | |
|
| | | | | | Restated (note 2) |
|
Balance, beginning of year | | | 35 | | | | 33 | |
|
Foreign exchange translation | | | 5 | | | | – | |
|
Accretion, included in other expense | | | 3 | | | | 2 | |
|
Balance, end of year | | | 43 | | | | 35 | |
|
The Corporation estimates that the undiscounted cash flow required to settle the asset retirement obligation is approximately $180-million, which will be settled between 2004 and 2080.
Page 71
Notes to the consolidated
financial statements
15. EMPLOYEE FUTURE BENEFITS
The Corporation’s disclosures for employee future benefits for the year ended December 31, 2003, are measured with information from September 30, 2003.
Obligations and assets
The change in accumulated benefit obligations and change in plan assets for the defined benefit pension and post-retirement benefit plans are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Defined Benefit | | Post-retirement |
| | Pension Plans | | Benefit Plans |
|
| | 2003 | | | 2002 | | | 2001 | | | 2003 | | | 2002 | | | 2001 | |
|
Change in benefit obligations | | | | | | | | | | | | | | | | | | | | | | | | |
|
Balance, beginning of year | | | 105 | | | | 96 | | | | 81 | | | | 31 | | | | 23 | | | | 23 | |
|
Foreign exchange on Canadian obligations | | | 10 | | | | – | | | | (4 | ) | | | 2 | | | | – | | | | – | |
|
Interest and service cost | | | 12 | | | | 11 | | | | 9 | | | | 5 | | | | 4 | | | | 3 | |
|
Actuarial loss (gain) | | | 7 | | | | 3 | | | | 5 | | | | 3 | | | | 5 | | | | (2 | ) |
|
Curtailment | | | (2 | ) | | | – | | | | – | | | | – | | | | – | | | | – | |
|
Transfer from CAI Retirement Plan(a) | | | – | | | | – | | | | 10 | | | | – | | | | – | | | | – | |
|
Benefits paid | | | (5 | ) | | | (5 | ) | | | (5 | ) | | | (1 | ) | | | (1 | ) | | | (1 | ) |
|
Balance, end of year | | | 127 | | | | 105 | | | | 96 | | | | 40 | | | | 31 | | | | 23 | |
|
Change in plan assets | | | | | | | | | | | | | | | | | | | | | | | | |
|
Fair value, beginning of year | | | 67 | | | | 76 | | | | 78 | | | | – | | | | – | | | | – | |
|
Foreign exchange on Canadian assets | | | 9 | | | | – | | | | (3 | ) | | | – | | | | – | | | | – | |
|
Actual return on plan assets | | | 8 | | | | (4 | ) | | | (6 | ) | | | – | | | | – | | | | – | |
|
Employer contributions | | | 9 | | | | – | | | | 2 | | | | – | | | | – | | | | – | |
|
Transfer from CAI Retirement Plan(a) | | | – | | | | – | | | | 10 | | | | – | | | | – | | | | – | |
|
Benefits paid | | | (5 | ) | | | (5 | ) | | | (5 | ) | | | – | | | | – | | | | – | |
|
Fair value, end of year | | | 88 | | | | 67 | | | | 76 | | | | – | | | | – | | | | – | |
|
Unfunded status | | | 39 | | | | 38 | | | | 20 | | | | 40 | | | | 31 | | | | 23 | |
|
Unrecognized net loss | | | (28 | ) | | | (26 | ) | | | (12 | ) | | | (8 | ) | | | (5 | ) | | | – | |
|
Unrecognized prior service cost | | | – | | | | – | | | | – | | | | (1 | ) | | | – | | | | – | |
|
Accrued employee future benefits | | | 11 | | | | 12 | | | | 8 | | | | 31 | | | | 26 | | | | 23 | |
|
Other assets – prepaid employee future benefits | | | (2 | ) | | | (2 | ) | | | (2 | ) | | | – | | | | – | | | | – | |
|
Other liabilities – pensions(note 13) | | | 13 | | | | 14 | | | | 10 | | | | 31 | | | | 26 | | | | 23 | |
|
| | | 11 | | | | 12 | | | | 8 | | | | 31 | | | | 26 | | | | 23 | |
|
(a) | | The assets and liabilities attributable to benefits accrued prior to May 1, 1993, under the Cominco American Incorporated (CAI) Retirement Plan, were transferred to the Corporation in 2001. These assets and liabilities were part of the spin-off of the fertilizer assets that formed the initial public offering to create the Corporation in 1993. |
The accumulated benefit obligation at December 31, 2003, is $111-million ($85-million and $80-million for 2002 and 2001 respectively). The estimated aggregate expected contribution to fund the Corporation’s defined benefit plans for the next fiscal year is $8-million to $12-million.
| | |
Financial statements and notes | | Page 72 |
Notes to the consolidated
financial statements
Expense
The components of net employee future benefits expense for the Corporation’s pension and post-retirement benefit plans are computed actuarially as follows:
| | | | | | | | | | | | |
| | 2003 | | | 2002 | | | 2001 | |
|
Defined benefit pension plans | | | | | | | | | | | | |
|
Service cost for benefits earned during the year | | | 5 | | | | 4 | | | | 3 | |
|
Interest cost on projected benefit obligations | | | 7 | | | | 7 | | | | 6 | |
|
Expected return on plan assets | | | (6 | ) | | | (6 | ) | | | (5 | ) |
|
Net amortization and deferral | | | 1 | | | | 1 | | | | – | |
|
Net expense | | | 7 | | | | 6 | | | | 4 | |
|
|
Post-retirement benefit plans | | | | | | | | | | | | |
|
Service cost for benefits earned during the year | | | 3 | | | | 2 | | | | 1 | |
|
Interest cost on projected benefit obligations | | | 2 | | | | 2 | | | | 2 | |
|
Net expense | | | 5 | | | | 4 | | | | 3 | |
|
|
Defined contribution pension plans | | | 10 | | | | 7 | | | | 7 | |
|
Total expense | | | 22 | | | | 17 | | | | 14 | |
|
Assumptions
Significant actuarial assumptions used in calculating the future benefits obligation and the net employee future benefits expense were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Future Benefits Obligation | | Future Benefits Expense |
(percent) | | 2003 | | | 2002 | | | 2001 | | | 2003 | | | 2002 | | | 2001 | |
|
Defined benefit pension plans | | | | | | | | | | | | | | | | | | | | | | | | |
|
Discount rate | | | 6 | | | | 7 | | | | 7 | | | | 7 | | | | 7 | | | | 7 | |
|
Long-term rate of return on assets | | | 8 | | | | 8 | | | | 8 | | | | 8 | | | | 8 | | | | 8 | |
|
Rate of increase in compensation levels | | | 3 | | | | 4 | | | | 5 | | | | 3 | | | | 4 | | | | 5 | |
|
|
Post-retirement benefit plans | | | | | | | | | | | | | | | | | | | | | | | | |
|
Discount rate | | | 6 | | | | 7 | | | | 7 | | | | 6 | | | | 7 | | | | 7 | |
|
Health care cost trend rate | | | 12 | | | | 8 | | | | 8 | | | | 12 | | | | 8 | | | | 8 | |
|
The Corporation’s assumption for the long-term rate of return on assets is based on the long-term expectations of inflation, together with the expected long-term real return for each asset class, weighted in accordance with the stated investment policy for the plan. Expectations of real returns and inflation are based on a combination of current market conditions, historical capital market data and future expectations.
Page 73
Notes to the consolidated
financial statements
A one-percentage point change in the assumed health care cost trend rate would have the following effects:
| | | | | | | | |
| | One Percentage | | | One Percentage | |
| | Point Increase | | | Point Decrease | |
|
Effect on accumulated post retirement benefit obligation as of December 31, 2003 | | | 5 | | | | (4 | ) |
|
Effect on total of service and interest cost | | | 1 | | | | (1 | ) |
|
Asset allocation and investment strategy
Defined benefit pension plan asset allocation at December 31, 2003 and 2002, and target allocation for 2004 are as follows:
| | | | | | | | | | | | |
| | Target | | |
(percent) | | Allocation | | Plan Assets |
|
Asset categories | | | 2004 | | | | 2003 | | | | 2002 | |
|
Equity securities(a) | | | 44 – 69 | | | | 58 | | | | 59 | |
|
Debt securities | | | 28 – 53 | | | | 40 | | | | 35 | |
|
Cash and other | | | 0 – 13 | | | | 2 | | | | 6 | |
|
(a) | | Equity securities held by the plans do not include any of the Corporation’s common shares. |
The Corporation’s investment strategy for all defined benefit plans is consistent with the 2004 target allocation of plan assets.
16. SHARE CAPITAL
| | | | | | | | | | | | | | | | | | | | | | | | |
| | 2003 | | 2002 | | 2001 |
|
| | Number | | | | | | | Number | | | | | | | Number | | | |
| | of Shares | | | | | | | of Shares | | | | | | | of Shares | | | |
| | (millions | ) | | Amount | | | (millions | ) | | Amount | | | (millions | ) | | Amount | |
|
Common shares | | | | | | | | | | | | | | | | | | | | | | | | |
|
Issued and outstanding, beginning of year | | | 126 | | | | 484 | | | | 115 | | | | 376 | | | | 115 | | | | 375 | |
|
Shares issued, net of issuance costs | | | – | | | | – | | | | 11 | | | | 106 | | | | – | | | | – | |
|
Issued on exercise of stock options | | | 1 | | | | 6 | | | | – | | | | 2 | | | | – | | | | 1 | |
|
Issued and outstanding, end of year | | | 127 | | | | 490 | | | | 126 | | | | 484 | | | | 115 | | | | 376 | |
|
|
Preferred securities | | | | | | | | | | | | | | | | | | | | | | | | |
|
Issued and outstanding, beginning of year | | | 9 | | | | 221 | | | | 9 | | | | 221 | | | | 9 | | | | 221 | |
|
Amortization of issuance costs | | | – | | | | 1 | | | | – | | | | – | | | | – | | | | – | |
|
Issued and outstanding, end of year | | | 9 | | | | 222 | | | | 9 | | | | 221 | | | | 9 | | | | 221 | |
|
Total | | | 136 | | | | 712 | | | | 135 | | | | 705 | | | | 124 | | | | 597 | |
|
In March 2002, the Corporation issued 11.2 million common shares at $9.85 per common share. The total proceeds from the issue, net of expenses, were $106-million, and were used to pay down bank indebtedness. Concurrent with this financing, the Corporation’s revolving credit facilities were reduced from $375-million to $281-million and certain related covenants were amended.
| | |
Financial statements and notes | | Page 74 |
Notes to the consolidated
financial statements
As at December 31, 2003, the Corporation has two classes of preferred securities issued and outstanding:
(a) $175-million, unsecured eight percent redeemable preferred securities due June 30, 2047
The charges on these securities are payable quarterly in arrears and the Corporation has the right to defer the charges for up to 20 consecutive quarterly periods, subject to certain restrictions. The preferred securities are redeemable at the option of the Corporation, in whole or in part, on or after April 22, 2003, at the principal amount plus accrued and unpaid securities charges (the redemption price) to the date of redemption. The Corporation may, at its option, pay the redemption price or any deferred charges in cash or by issuing common shares and using the proceeds to pay the redemption price or deferred charges.
(b) $50-million, unsecured six percent convertible redeemable preferred securities due September 30, 2030
On December 17, 2003, the Corporation issued a redemption notice on the outstanding $50-million six percent convertible redeemable preferred securities. The holders of the securities had the right to elect conversion of the securities into common shares at a price of $11.9677 per share for a maximum issuance of an additional 4.18 million common shares or accept redemption. The redemption price was 103 percent of the principal amount, plus accrued and unpaid securities charges.
Subsequent to December 31, 2003, all holders of the securities elected to convert the securities into common shares at the stated conversion price.
17. STOCK-BASED COMPENSATION
The Corporation offers stock options, SARs and PSUs to certain employees and DSUs to directors as part of compensation for services rendered.
Stock options
The Corporation has a stock option plan under which the Board of Directors may grant options to officers and employees to acquire common shares. At December 31, 2003, the Board of Directors was authorized to grant options on up to 10 million common shares (2002 – 11 million; 2001 – nine million) on which nine million options (2002 – nine million; 2001 – eight million) had been granted at market value. An option’s maximum term is 10 years. Options are granted throughout the year and vest and become exercisable equally over a four-year period, commencing one year after the grant date. Officers of the Corporation can receive options on the basis of one option for each common share acquired by the officer in the open market, to a maximum of 100,000 options per officer, with the exercise price of each option equal to the purchase price paid for the original share. These options lapse if the officer does not hold 100 percent of the purchased shares on the first anniversary date, 75 percent on the second anniversary date, 50 percent on the third anniversary date and 25 percent on the fourth anniversary date.
Stock option transactions for the respective years were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | 2003 | | 2002 | | 2001 |
|
| | | | | | Weighted Avg. | | | | | | | Weighted Avg. | | | | | | | Weighted Avg. | |
| | Options | | | Exercise | | | Options | | | Exercise | | | Options | | | Exercise | |
| | Outstanding | | | Price | | | Outstanding | | | Price | | | Outstanding | | | Price | |
| | (millions | ) | | (C$ | ) | | (millions | ) | | (C$ | ) | | (millions | ) | | (C$ | ) |
|
Outstanding, beginning of year | | | 9 | | | | 16.21 | | | | 8 | | | | 16.20 | | | | 7 | | | | 15.52 | |
|
Granted | | | 1 | | | | 15.59 | | | | 1 | | | | 15.89 | | | | 1 | | | | 20.21 | |
|
Exercised | | | (1 | ) | | | 13.19 | | | | – | | | | 10.82 | | | | – | | | | 13.05 | |
|
Cancelled | | | – | | | | 18.25 | | | | – | | | | 18.52 | | | | – | | | | 18.52 | |
|
Outstanding, end of year | | | 9 | | | | 16.31 | | | | 9 | | | | 16.21 | | | | 8 | | | | 16.20 | |
|
Exercisable, end of year | | | 6 | | | | 16.37 | | | | 6 | | | | 16.34 | | | | 5 | | | | 16.44 | |
|
Page 75
Notes to the consolidated
financial statements
As disclosed in note 2, the Corporation began prospectively expensing the fair value of stock options granted in 2003 over their vesting period. In accordance with the prospective method of adoption, the Corporation will continue to record no compensation expense for stock options granted prior to January 1, 2003, and will continue to provide pro forma disclosure of the effect on net loss and loss per share had the fair value been expensed as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | 2003 | | 2002 | | 2001 |
|
(millions of U.S. dollars, except per share amounts) | | As Reported | | | Pro forma | | | As Reported | | | Pro forma | | | As Reported | | | Pro forma | |
|
Net loss | | | (21 | ) | | | (26 | ) | | | – | | | | (6 | ) | | | (45 | ) | | | (51 | ) |
|
Loss per common share | | | | | | | | | | | | | | | | | | | | | | | | |
|
Basic | | | (0.25 | ) | | | (0.29 | ) | | | (0.08 | ) | | | (0.14 | ) | | | (0.49 | ) | | | (0.54 | ) |
|
Diluted | | | (0.25 | ) | | | (0.29 | ) | | | (0.08 | ) | | | (0.14 | ) | | | (0.49 | ) | | | (0.54 | ) |
|
In 2003, the Corporation recognized a total compensation expense of $1-million for stock options granted in 2003.
The fair value of all options have been estimated using a Black Scholes option pricing model and based on the following assumptions:
| | | | | | | | | | | | |
| | 2003 | | | 2002 | | | 2001 | |
|
Dividend yield (%) | | | 1 | | | | 1 | | | | 1 | |
|
Expected stock price volatility (%) | | | 32 | | | | 30 | | | | 38 | |
|
Risk-free interest rate (%) | | | 4 | | | | 5 | | | | 6 | |
|
Expected life of the options (years) | | | 7 | | | | 7 | | | | 7 | |
|
The weighted average fair value price per share of options granted in the years indicated was as follows: 2003 – C$6.34; 2002 – C$7.87; and 2001 – C$11.25.
The following table summarizes stock options outstanding and exercisable under the plan at December 31, 2003:
| | | | | | | | | | | | | | | | | | | | |
| | Options Outstanding | | Options Exercisable |
|
Range of | | Number | | | Weighted Avg. | | | Weighted Avg. | | | Number | | | Weighted Avg. | |
Exercise | | Outstanding | | | Remaining | | | Exercise | | | Exercisable | | | Exercise | |
Prices | | at Year End | | | Contractual Life | | | Price | | | at Year End | | | Price | |
(C$) | | (millions | ) | | (years | ) | | (C$ | ) | | (millions | ) | | (C$ | ) |
|
Less than 11.86 | | | 1 | | | | 5 | | | | 11.37 | | | | 1 | | | | 11.25 | |
|
11.86 to 15.85 | | | 3 | | | | 7 | | | | 13.97 | | | | 1 | | | | 12.73 | |
|
15.86 to 20.15 | | | 4 | | | | 5 | | | | 17.84 | | | | 3 | | | | 18.45 | |
|
20.16 to 22.15 | | | 1 | | | | 6 | | | | 20.59 | | | | 1 | | | | 20.63 | |
|
8.75 to 22.15 | | | 9 | | | | 6 | | | | 16.31 | | | | 6 | | | | 16.37 | |
|
Stock Appreciation Rights
The Corporation has SARs under which all regular employees hired prior to May 5, 2003, are eligible to participate. The plan provides for cash awards based on the appreciation of the Corporation’s common share price over a five-year term ending May 4, 2004. SARs grants were made on May 5, 1999, to all regular employees at that date, with further grants for employees hired after that date on subsequent May 5 anniversaries up to May 5, 2003. The issuance price of the SARs was based on the closing price of the Corporation’s shares on the New York Stock Exchange (NYSE) on the day preceding the relevant grant date.
| | |
Financial statements and notes | | Page 76 |
Notes to the consolidated
financial statements
No further grants will be made under this program subsequent to May 5, 2003. The total number of SARs grants outstanding and their issuance price are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | 2003 | | 2002 | | 2001 |
|
| | SARs | | | | | | | SARs | | | | | | | SARs | | | | |
| | Outstanding | | | Weighted Avg. | | | Outstanding | | | Weighted Avg. | | | Outstanding | | | Weighted Avg. | |
| | (millions) | | | Issue Price | | | (millions) | | | Issue Price | | | (millions) | | | Issue Price | |
|
Outstanding, beginning of year | | | 2 | | | | 9.53 | | | | 2 | | | | 9.51 | | | | 1 | | | | 9.01 | |
|
Granted | | | – | | | | 11.42 | | | | – | | | | 9.66 | | | | 1 | | | | 11.36 | |
|
Cancelled | | | – | | | | 9.47 | | | | – | | | | 9.41 | | | | – | | | | – | |
|
Outstanding, end of year | | | 2 | | | | 9.94 | | | | 2 | | | | 9.53 | | | | 2 | | | | 9.51 | |
|
Twenty-five percent of the SARs vest and are to be paid out upon attainment of four pre-determined price hurdles of $15.00, $22.50, $33.75 and $50.00. In order to satisfy the vesting requirement, the average closing price on the NYSE over a period of 20 trading days is required to equal or exceed the relevant hurdle price. The first vesting point was reached on November 14, 2003, and eligible employees were paid 25 percent of the value of their SARs based on the difference between the issuance price of their rights and $15.00.
The total expense for SARs in 2003 was $3-million. A potential additional expense of $5-million would be incurred if the share price reaches $22.50, $10-million if the share price reaches $33.75 and $17-million if the share price reaches $50 prior to May 5, 2004.
Director’s Deferred Share Unit Plans
The Corporation has two DSU Plans. Under the first plan, directors can elect to have a portion or all of their director’s fees paid in DSUs. The number of DSUs issued is calculated by dividing the director’s fees by the fair market value of the Corporation’s common shares on the date that the fees become payable.
Effective May 2002, the Corporation also implemented a DSU Plan for directors permitting grants at the discretion of the Board of Directors. Under this plan, a specified number of DSUs may be granted to each director upon the approval of the Board of Directors.
Under both plans, the DSUs are fully vested upon being granted but are not paid until a director’s departure from the Board. The issue amount and subsequent changes in the common share price in relation to the DSU’s issue price are recorded as compensation expense and included in selling, general and administrative expenses.
As of December 31, 2003, the fair value of the DSUs outstanding was $1-million (2002 – less than $1-million).
Performance Share Unit Plan
Effective October 2003, a new PSU Plan was approved whereby executive officers and other eligible managers may receive grants of PSUs. The value of each PSU will be based on the value of the Corporation’s common shares on the NYSE. When cash dividends are paid on the common shares of the Corporation, additional PSUs of equivalent value are credited to the designated employee’s account.
PSUs vest on the third anniversary of the grant date, based upon the relative ranking of the Corporation’s total shareholder return over a three-year performance cycle, compared against the total shareholder return over the same period of a peer group of companies. Pay-out ranges between 50 percent of the original PSUs granted, up to 150 percent of the original PSUs granted dependent on total shareholder return over the three-year period. On vesting, the value of PSUs will be payable to the holders in cash. No common shares are issuable to holders of PSUs.
As of December 31, 2003, the fair value of the PSUs outstanding was less than $1-million.
Notes to the consolidated
financial statements
18. COMMITMENTS
| | | | | | | | | | | | | | | | | | | | |
| | 2004 | | | 2005 | | | 2006 | | | 2007 | | | 2008 | |
|
Cost of product | | | | | | | | | | | | | | | | | | | | |
|
Operating lease commitments | | | 41 | | | | 24 | | | | 18 | | | | 15 | | | | 13 | |
|
Natural gas commitments – North America | | | 508 | | | | 52 | | | | 33 | | | | 11 | | | | 7 | |
|
Power, sulphuric acid and other payments | | | 34 | | | | 23 | | | | 23 | | | | 22 | | | | 21 | |
|
Profertil natural gas and other | | | 26 | | | | 30 | | | | 30 | | | | 30 | | | | 30 | |
|
| | | 609 | | | | 129 | | | | 104 | | | | 78 | | | | 71 | |
|
Other | | | | | | | | | | | | | | | | | | | | |
|
Long-term debt and capital lease repayments | | | 121 | | | | 49 | | | | 51 | | | | 54 | | | | 38 | |
|
Total | | | 730 | | | | 178 | | | | 155 | | | | 132 | | | | 109 | |
|
The operating lease commitments consist primarily of short-term leases for rail cars and contractual commitments at distribution facilities in North America Wholesale, vehicles and application equipment in North America Retail and office equipment and property leases throughout the Corporation’s operations. The commitments represent the minimum payments in each of the next five years under each agreement. Operating lease payments expensed in 2003 were $39-million (2002 – $28-million; 2001 – $23-million).
The Corporation has entered into a number of agreements with suppliers to guarantee supply of raw materials required in the production processes at its wholesale facilities. Among these are fixed base-price natural gas agreements at the Kenai, Alaska, and Profertil facilities and a co-generation power contract for the Carseland facility, which are included in the commitments, based on the minimum obligations under these contracts. Additionally, the Corporation’s minimum commitments for North American natural gas purchases not under fixed base-price contracts are calculated using the prevailing New York Mercantile Exchange (NYMEX) forward prices at December 31, 2003, adjusted for transportation differentials to each production facility.
The Alaskan nitrogen facility has a natural gas purchase contract with a supplier that expires on the earlier of July 1, 2009, and the satisfaction of the supplier’s delivery obligations thereunder. The delivery price formula is based on a fixed price that is adjusted by the previous year’s average spot U.S. Gulf Coast ammonia price with the adjustment being made on July 1 each year.
The Corporation entered into a power co-generation agreement for its Carseland facility in 2001 that expires December 31, 2021. The minimum commitment under this agreement is to purchase 60 megawatts of power per hour (MWh) for the first 10 years of the agreement and 20 MWh for the remainder of the term. The price for the power is based on a fixed charge adjusted for inflation and a variable charge based on the cost of natural gas, which is provided to the facility for power generation.
Profertil has three firm supply, U.S. dollar denominated natural gas purchase contracts expiring in 2012. Repsol-YPF, our joint venture partner in Profertil, supplies 50 percent of this gas. These contracts, although they are denominated in U.S. dollars, are paid in pesos.
In December 2003, Profertil signed a 10-year U.S. dollar denominated contract with Repsol-YPF for the purchase of additional natural gas. Prices have been set for the period to December 31, 2006.
| | |
Financial statements and notes | | Page 78 |
Notes to the consolidated
financial statements
19. CONTINGENCIES
Contingent purchase price – Kenai, Alaska, nitrogen facility
As part of the cost of the Alaskan nitrogen facility and related U.S. West Coast assets acquisition, the Corporation granted to Union Oil Company of California (Unocal) a right to receive an Earn-out payment pursuant to which Unocal is entitled to receive a payment for each of the six years following the September 30, 2000, closing of the acquisition. The payment is equal to 35 percent of the amount by which certain industry-recognized price commodity indices for ammonia and urea exceed certain forecasted prices for such commodities based on production or capacity volumes of the Alaskan production facilities acquired from Unocal.
At December 31, 2003, the Corporation’s financial statements included an accrual for the estimated amount due to Unocal under this arrangement. This amount is included in accounts payable and accrued liabilities and is recorded as part of the cost to acquire the Alaskan nitrogen facility and related U.S. West Coast assets included in capital assets.
The Corporation has withheld payment of Earn-out amounts which are under dispute. While the Corporation has accrued an amount that reflects an estimate of the disputed Earn-out obligation calculated on actual production, it believes that no amount is payable to Unocal in the event that Unocal fails to meet its obligations under the Alaskan gas contract. The parties also disagree on the calculation of the Earn-out based on different views of the application of a reference price adjustment factor as well as the calculation of the Earn-out based on capacity or actual production, and accordingly, additional Earn-out payments may become due if we are ultimately unsuccessful in the litigation.
On June 10, 2002, the Corporation filed a lawsuit against Unocal seeking compensatory damages and restitution, punitive damages and certain declaratory relief relating to gas supply, the Earn-out and environmental matters. Unocal contemporaneously filed suit against the Corporation claiming damages for breach of contract for non-payment of the Earn-out.
Environmental remediation
The Corporation has contingent environmental liabilities arising out of existing and discontinued operations in respect of which the Corporation has and continues to estimate the costs likely to be incurred in connection with such liabilities. Such contingent environmental liabilities differ from asset retirement obligations and accrued environmental liabilities in that the contingent environmental liabilities are not determinable, the conditions which may give rise to the expenditures are uncertain, and the future expectations of the applicable regulatory authorities are not known. The potential costs that may arise in connection with such liabilities are not included in our provisions until the source and nature of the obligation becomes clear and is reasonably estimable.
Litigation
The outcome of the Unocal dispute is uncertain, and the amounts that may be involved in the event of any determination adverse to the Corporation are not determinable at this time.
The Corporation, in the normal course of business, is also subject to other legal proceedings being brought against it and its subsidiaries. The amounts involved in such legal proceedings are not reasonably estimable, due to uncertainty as to the final outcome, and management does not believe these proceedings in aggregate will have a material adverse effect on the Corporation’s consolidated financial position or results of operations, with the following exceptions.
A personal injury claim against a subsidiary of the Corporation for a material amount was filed in the fourth quarter of 2003. In addition, there are two class action lawsuits against a subsidiary of the Corporation for unspecified damages relating to chemical application. The Corporation is investigating these lawsuits but at this time the potential exposure is indeterminable.
Notes to the consolidated
financial statements
20. FINANCIAL INSTRUMENTS
Balance sheet financial instruments
The Corporation’s financial instruments recognized in the consolidated balance sheets consist of cash and cash equivalents, accounts receivable, derivative contracts not accounted for as hedges, substantially all current liabilities (except for income taxes payable and future income taxes payable), long-term debt and preferred securities.
The estimated fair values of recognized financial instruments have been determined based on the Corporation’s assessment of available market information and appropriate valuation methodologies; however, these estimates may not necessarily be indicative of the amounts that could be realized or settled in a current market transaction. The fair values of cash and cash equivalents, accounts receivable and current liabilities approximate their carrying amounts due to the short-term maturity of these instruments.
The following table summarizes estimated fair value information about the Corporation’s long-term debt, preferred securities and derivative contracts not accounted for as hedges as at December 31:
Fair value and carrying amount of balance sheet financial instruments
| | | | | | | | | | | | | | | | |
| | 2003 | | 2002 |
|
| | Carrying | | | Fair | | | Carrying | | | Fair | |
| | Amount | | | Value | | | Amount | | | Value | |
|
Unsecured long-term debt (a) | | | 585 | | | | 697 | | | | 600 | | | | 650 | |
|
Preferred securities (a) | | | 222 | | | | 244 | | | | 221 | | | | 210 | |
|
Derivative financial instruments | | | | | | | | | | | | | | | | |
|
Foreign currency option and forward contracts (b) | | | – | | | | – | | | | – | | | | – | |
|
Natural gas swap and option contracts (b) | | | (1 | ) | | | (1 | ) | | | (1 | ) | | | (1 | ) |
|
(a) | | The estimated fair value of unsecured long-term debt, including the current portion, and preferred securities is based on the quoted market price of these or similar issues or by discounting cash flows at the rate offered to the corporation for debt and securities of the same remaining maturities. |
(b) | | The fair values of derivative instruments have been estimated using applicable market rates. These fair values approximate the amount that the Corporation would receive or pay if the instruments were closed out at these dates. |
At December 31, 2003, the Corporation had entered into natural gas swap contracts that did not qualify for hedge accounting. The swap contracts represented a notional amount of seven million MMBtu of natural gas (2002 – 16 million MMBtu) with maturities in 2004 and 2005. During 2003, net realized and unrealized losses of $5-million on natural gas swap and option contracts (2002 – $5-million; 2001 – $-nil) that did not qualify for hedge accounting were recorded in other expense.
At December 31, 2003, the Corporation had entered into foreign currency option contracts that did not qualify for hedge accounting. The option contracts represented an underlying amount of C$20-million expiring at various dates in 2004 at exercise prices ranging from C$1.3243 to C$1.3292. During 2003, 2002 and 2001, net realized and unrealized gains of less than $1-million that did not qualify for hedge accounting were recorded in other expense.
Unrecognized derivative financial instruments
The Corporation also enters certain derivative financial instruments, which qualify for hedge accounting and are not recognized in the consolidated balance sheets, as follows:
Natural gas supply hedges
The Corporation purchases substantially all of its natural gas requirements through indexed price contracts with suppliers other than gas supply agreements for its facilities in Alaska and Argentina. The Corporation periodically enters into natural gas swap and option contracts to protect its future earnings and cash flows from the potential adverse impact of rising natural gas prices in the indexed contracts.
The natural gas swap and option contracts do not require the payment of significant net premiums prior to settlement. On settlement, these contracts result in cash receipts or payments by the Corporation for the difference between the contract and market rates for the applicable dollars and volumes hedged during the contract term. Such cash receipts or payments offset corresponding decreases or increases in the Corporation’s natural gas supply costs. Amounts received or paid on settlement are recognized in inventory in the same period as the hedged transaction, and then included in the cost of product when the related inventory is sold.
| | |
Financial statements and notes | | Page 80 |
Notes to the consolidated
financial statements
At December 31, 2003, the Corporation had entered into natural gas option contracts which qualified for hedge accounting with an underlying amount of two million MMBtu of natural gas, maturities in 2004 and exercise prices ranging from $6/MMBtu to $7/MMBtu. The Corporation had entered into natural gas swap contracts that qualified for hedge accounting as at December 31, 2003. The notional amount of the natural gas swap contracts outstanding was four million MMBtu with maturities in 2004 and 2005.
During 2003, net realized gains of $12-million on qualifying natural gas derivative contracts (2002 – $37-million net losses) were allocated to inventory. At December 31, 2003, less than $1-million of net realized gains (2002 – $1-million net realized losses) remain in inventory, until the related inventory sells. During 2003, $11-million of net realized gains (2002 – $47-million net realized losses; 2001 – $70-million net realized gains) were recorded as a component of cost of product.
Foreign exchange hedges
The Corporation enters into foreign currency option and forward contracts to fix the exchange rate or a range of exchange rates used to convert a portion of the Canadian operation’s U.S. dollar denominated revenues into Canadian dollars. These revenues are converted into Canadian dollars for purposes of paying the Canadian operation’s Canadian dollar denominated operating costs.
The foreign currency option and forward contracts do not require the payment of significant net premiums prior to settlement. On settlement, these contracts result in cash receipts or payments by the Corporation for the difference between the contract and market rates for the applicable dollars hedged during the contract term. Such cash receipts or payments are recognized in the statement of operations.
At December 31, 2003, the Corporation had entered into foreign currency options that qualified for hedge accounting. The underlying amount of the options was C$40-million with exercise prices ranging from C$1.3243 to C$1.3292 and expiring at various dates in 2004. During 2003, net realized gains on foreign currency options and forward contracts of $7-million (2002 – net realized gains of less than $1-million; 2001 – net realized losses of less than $1-million) were recorded in the statement of operations.
Fair values of unrecognized financial instruments
The fair values of derivative financial instruments that qualify for hedge accounting are the estimated amount that the Corporation would receive (pay) to terminate the contracts. Such amounts were as follows at December 31:
| | | | | | | | | | | | |
| | 2003 | | | 2002 | | | 2001 | |
|
| | Fair | | | Fair | | | Fair | |
| | Value | | | Value | | | Value | |
|
Natural gas swap and option contracts | | | (1 | ) | | | 7 | | | | (21 | ) |
|
Foreign currency option and forward contracts | | | – | | | | – | | | | – | |
|
Commodity contracts
The Corporation enters into commodity contracts, including contracts with fixed or adjustable pricing terms, as a normal course of business. The contracts outstanding at December 31, 2003, are disclosed in note 18. No amounts are recognized in the financial statements related to these contracts until such time as the associated volumes are received.
Counterparty credit risk
Wholesale in both North America and South America sell mainly to large agribusinesses representing a small number of customers. Letters of credit and credit insurance are used to mitigate risk where appropriate.
Retail in both North and South America serve large customer bases dispersed over wide geographic areas in both the United States and Argentina. This geographic diversity, coupled with a concentration of effort on the large financially stable entities, mitigates risk.
The Corporation may be exposed to certain losses in the event that counterparties to the derivative financial instruments are unable to meet the terms of the contracts. The Corporation’s credit exposure is limited to those counterparties holding derivative contracts with positive fair values at the reporting date. The Corporation manages this counterparty credit risk by entering into agreements only with investment grade counterparties in accordance with established counterparty credit approval practices.
Notes to the consolidated
financial statements
21. SEGMENTATION
The Corporation’s activities are divided geographically and then by functional area into five reportable segments. The segments include four primary operating segments and a fifth non-operating segment for corporate and inter-segment eliminations. The four operating segments are North America Wholesale, North America Retail, South America Wholesale and South America Retail. Wholesale comprises the production and sales of the three primary nutrients: nitrogen, phosphate and potash. Retail comprises the sale of fertilizers, chemicals, seed, custom application services and agronomic consulting. Net sales between segments and countries are accounted for at prices that approximate fair market value.
Segmented net sales, expenses, net working capital, capital assets, total assets and capital expenditures
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | North America | | South America | | | | |
| | | | | |
| | | | | |
2003 | | Wholesale | | | Retail | | | Wholesale | | | Retail | | | Other | | | Total | |
|
Net sales | | – external customers | | | 1,377 | | | | 923 | | | | 107 | | | | 92 | | | | – | | | | 2,499 | |
|
| | | | – internal customers | | | 88 | | | | – | | | | 9 | | | | – | | | | (97 | ) | | | – | |
|
Total net sales | | | 1,465 | | | | 923 | | | | 116 | | | | 92 | | | | (97 | ) | | | 2,499 | |
|
Cost of product | | | 1,106 | | | | 642 | | | | 34 | | | | 75 | | | | (97 | ) | | | 1,760 | |
|
Gross profit | | | 359 | | | | 281 | | | | 82 | | | | 17 | | | | – | | | | 739 | |
|
Expenses | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | Selling, general and administrative | | | 35 | | | | 208 | | | | 4 | | | | 14 | | | | 25 | | | | 286 | |
|
| | Depreciation and amortization | | | 99 | | | | 18 | | | | 15 | | | | 1 | | | | 7 | | | | 140 | |
|
| | Asset impairment | | | 235 | | | | – | | | | – | | | | – | | | | – | | | | 235 | |
|
| | Royalties and other taxes | | | 11 | | | | 5 | | | | – | | | | – | | | | 1 | | | | 17 | |
|
| | Other expenses and Argentine charges | | | 28 | | | | (14 | ) | | | – | | | | – | | | | 26 | | | | 40 | |
|
Earnings (loss) before interest expense and income taxes | | | (49 | ) | | | 64 | | | | 63 | | | | 2 | | | | (59 | ) | | | 21 | |
|
Net working capital | | | 465 | | | | 176 | | | | 30 | | | | 43 | | | | (297 | ) | | | 417 | |
|
Capital assets | | | 896 | | | | 88 | | | | 238 | | | | 7 | | | | 31 | | | | 1,260 | |
|
Total assets | | | 1,553 | | | | 401 | | | | 324 | | | | 70 | | | | (75 | ) | | | 2,273 | |
|
Capital expenditures | | | 73 | | | | 12 | | | | 3 | | | | 1 | | | | 10 | | | | 99 | |
|
| | |
Financial statements and notes | | Page 82 |
Notes to the consolidated
financial statements
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | North America | | South America | | | | |
| | | | | | | | | | | |
2002Restated (note 2) | | Wholesale | | | Retail | | | Wholesale | | | Retail | | | Other | | | Total | |
|
Net sales | | – external customers | | | 1,094 | | | | 849 | | | | 60 | | | | 80 | | | | – | | | | 2,083 | |
|
| | | | – internal customers | | | 78 | | | | – | | | | 4 | | | | – | | | | (82 | ) | | | – | |
|
Total net sales | | | 1,172 | | | | 849 | | | | 64 | | | | 80 | | | | (82 | ) | | | 2,083 | |
|
Cost of product | | | 976 | | | | 593 | | | | 28 | | | | 50 | | | | (83 | ) | | | 1,564 | |
|
Gross profit | | | 196 | | | | 256 | | | | 36 | | | | 30 | | | | 1 | | | | 519 | |
|
Expenses | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | Selling, general and administrative | | | 24 | | | | 191 | | | | 4 | | | | 8 | | | | 19 | | | | 246 | |
|
| | Depreciation and amortization | | | 102 | | | | 20 | | | | 18 | | | | 1 | | | | 7 | | | | 148 | |
|
| | Royalties and other taxes | | | 13 | | | | 5 | | | | – | | | | – | | | | 1 | | | | 19 | |
|
| | Other expenses and Argentine charges | | | 17 | | | | (12 | ) | | | 16 | | | | (4 | ) | | | 25 | | | | 42 | |
|
Earnings (loss) before interest expense and income taxes | | | 40 | | | | 52 | | | | (2 | ) | | | 25 | | | | (51 | ) | | | 64 | |
|
Net working capital | | | 310 | | | | 71 | | | | (23 | ) | | | 47 | | | | (87 | ) | | | 318 | |
|
Capital assets | | | 1,054 | | | | 96 | | | | 248 | | | | 6 | | | | 18 | | | | 1,422 | |
|
Total assets | | | 1,537 | | | | 326 | | | | 314 | | | | 64 | | | | (50 | ) | | | 2,191 | |
|
|
Capital expenditures | | | 41 | | | | 10 | | | | – | | | | – | | | | 1 | | | | 52 | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | North America | | South America | | | | |
| | | | | | | | | | | |
2001Restated (note 2) | | Wholesale | | | Retail | | | Wholesale | | | Retail | | | Other | | | Total | |
|
Net sales | | – external customers | | | 1,086 | | | | 831 | | | | 63 | | | | 83 | | | | – | | | | 2,063 | |
|
| | | | – internal customers | | | 74 | | | | – | | | | 8 | | | | – | | | | (82 | ) | | – | |
|
Total net sales | | | 1,160 | | | | 831 | | | | 71 | | | | 83 | | | | (82 | ) | | | 2,063 | |
|
Cost of product | | | 925 | | | | 574 | | | | 43 | | | | 58 | | | | (84 | ) | | | 1,516 | |
|
Gross profit | | | 235 | | | | 257 | | | | 28 | | | | 25 | | | | 2 | | | | 547 | |
|
Expenses | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | Selling, general and administrative | | | 33 | | | | 193 | | | | 7 | | | | 16 | | | | 19 | | | | 268 | |
|
| | Depreciation and amortization | | | 96 | | | | 20 | | | | 13 | | | | 5 | | | | 7 | | | | 141 | |
|
| | Royalties and other taxes | | | 16 | | | | 5 | | | | – | | | | – | | | | 1 | | | | 22 | |
|
| | Other expenses and Argentine charges | | | 26 | | | | (12 | ) | | | 26 | | | | 30 | | | | 15 | | | | 85 | |
|
Earnings (loss) before interest expense and income taxes | | | 64 | | | | 51 | | | | (18 | ) | | | (26 | ) | | | (40 | ) | | | 31 | |
|
Net working capital | | | 267 | | | | 37 | | | | (30 | ) | | | 45 | | | | (196 | ) | | | 123 | |
|
Capital assets | | | 1,111 | | | | 106 | | | | 262 | | | | 15 | | | | 24 | | | | 1,518 | |
|
Total assets | | | 1,649 | | | | 316 | | | | 346 | | | | 73 | | | | 14 | | | | 2,398 | |
|
Capital expenditures | | | 126 | | | | 14 | | | | 18 | | | | 3 | | | | 3 | | | | 164 | |
|
Notes to the consolidated
financial statements
Net sales and gross profit by business segment and product line
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2003 | | 2002 | | 2001 |
|
| | Net | | | Cost of | | | Gross | | | Net | | | Cost of | | | Gross | | | Net | | | Cost of | | | Gross | |
| | Sales | | | Product | | | Profit | | | Sales | | | Product | | | Profit | | | Sales | | | Product | | | Profit | |
|
North America Wholesale | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Nitrogen | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Ammonia | | | 382 | | | | 286 | | | | 96 | | | | 242 | | | | 222 | | | | 20 | | | | 323 | | | | 239 | | | | 84 | |
|
Urea | | | 423 | | | | 323 | | | | 100 | | | | 330 | | | | 292 | | | | 38 | | | | 304 | | | | 253 | | | | 51 | |
|
Other | | | 168 | | | | 136 | | | | 32 | | | | 140 | | | | 135 | | | | 5 | | | | 150 | | | | 135 | | | | 15 | |
|
| | | 973 | | | | 745 | | | | 228 | | | | 712 | | | | 649 | | | | 63 | | | | 777 | | | | 627 | | | | 150 | |
|
Phosphate | | | 261 | | | | 217 | | | | 44 | | | | 239 | | | | 202 | | | | 37 | | | | 179 | | | | 173 | | | | 6 | |
|
Potash | | | 160 | | | | 99 | | | | 61 | | | | 158 | | | | 91 | | | | 67 | | | | 138 | | | | 80 | | | | 58 | |
|
Sulphate and other products | | | 71 | | | | 45 | | | | 26 | | | | 63 | | | | 34 | | | | 29 | | | | 66 | | | | 45 | | | | 21 | |
|
| | | 1,465 | | | | 1,106 | | | | 359 | | | | 1,172 | | | | 976 | | | | 196 | | | | 1,160 | | | | 925 | | | | 235 | |
|
North America Retail | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Fertilizers | | | 402 | | | | 292 | | | | 110 | | | | 366 | | | | 265 | | | | 101 | | | | 386 | | | | 278 | | | | 108 | |
|
Chemicals | | | 399 | | | | 288 | | | | 111 | | | | 361 | | | | 266 | | | | 95 | | | | 336 | | | | 245 | | | | 91 | |
|
Other products and services | | | 122 | | | | 62 | | | | 60 | | | | 122 | | | | 62 | | | | 60 | | | | 109 | | | | 51 | | | | 58 | |
|
| | | 923 | | | | 642 | | | | 281 | | | | 849 | | | | 593 | | | | 256 | | | | 831 | | | | 574 | | | | 257 | |
|
South America Wholesale | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Nitrogen | | | 111 | | | | 31 | | | | 80 | | | | 61 | | | | 26 | | | | 35 | | | | 68 | | | | 41 | | | | 27 | |
|
Other products and services | | | 5 | | | | 3 | | | | 2 | | | | 3 | | | | 2 | | | | 1 | | | | 3 | | | | 2 | | | | 1 | |
|
| | | 116 | | | | 34 | | | | 82 | | | | 64 | | | | 28 | | | | 36 | | | | 71 | | | | 43 | | | | 28 | |
|
South America Retail | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Fertilizers | | | 66 | | | | 59 | | | | 7 | | | | 53 | | | | 31 | | | | 22 | | | | 57 | | | | 38 | | | | 19 | |
|
Other products and services | | | 26 | | | | 16 | | | | 10 | | | | 27 | | | | 19 | | | | 8 | | | | 26 | | | | 20 | | | | 6 | |
|
| | | 92 | | | | 75 | | | | 17 | | | | 80 | | | | 50 | | | | 30 | | | | 83 | | | | 58 | | | | 25 | |
|
Other – inter-segment eliminations | | | (97 | ) | | | (97 | ) | | | – | | | | (82 | ) | | | (83 | ) | | | 1 | | | | (82 | ) | | | (84 | ) | | | 2 | |
|
Total | | | 2,499 | | | | 1,760 | | | | 739 | | | | 2,083 | | | | 1,564 | | | | 519 | | | | 2,063 | | | | 1,516 | | | | 547 | |
|
Net sales by market destination and assets by country
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2003 | | 2002 Restated (note 2) | | 2001 Restated (note 2) |
|
| | Net | | | Capital | | | | | | | Net | | | Capital | | | | | | | Net | | | Capital | | | | |
| | Sales | | | Assets | | | Goodwill | | | Sales | | | Assets | | | Goodwill | | | Sales | | | Assets | | | Goodwill | |
|
Canada | | | 580 | | | | 641 | | | | – | | | | 403 | | | | 537 | | | | – | | | | 383 | | | | 552 | | | | – | |
|
United States | | | 1,557 | | | | 374 | | | | – | | | | 1,425 | | | | 630 | | | | – | | | | 1,385 | | | | 690 | | | | 45 | |
|
Argentina | | | 162 | | | | 245 | | | | – | | | | 118 | | | | 255 | | | | – | | | | 121 | | | | 276 | | | | – | |
|
Other | | | 200 | | | | – | | | | – | | | | 137 | | | | – | | | | – | | | | 174 | | | | – | | | | – | |
|
| | | 2,499 | | | | 1,260 | | | | – | | | | 2,083 | | | | 1,422 | | | | – | | | | 2,063 | | | | 1,518 | | | | 45 | |
|
| | |
Financial statements and notes | | Page 84 |
Notes to the consolidated
financial statements
22. PROFERTIL
The Corporation has a 50 percent ownership interest in Profertil S.A. (Profertil), a joint venture with Repsol-YPF S.A. This investment is recorded as “South America Wholesale” operating segment in note 21. A contractual agreement exists between the Corporation and the joint venture partner, which establishes joint control over Profertil, and therefore the Corporation’s interest is accounted for using the proportionate consolidation method.
A summary of the Corporation’s 50 percent interest in the joint venture at December 31 is as follows:
| | | | | | | | |
Balance Sheets | | 2003 | | | 2002 | |
|
Assets | | | | | | | | |
|
Cash and cash equivalents | | | 44 | | | | 18 | |
|
Accounts receivable | | | 18 | | | | 5 | |
|
Inventories and prepaid expenses | | | 8 | | | | 7 | |
|
Capital assets | | | 238 | | | | 248 | |
|
Other assets | | | 18 | | | | 36 | |
|
| | | 326 | | | | 314 | |
|
Liabilities | | | | | | | | |
|
Accounts payable and current portion of long-term debt | | | 39 | | | | 52 | |
|
Income and other taxes | | | 2 | | | | 1 | |
|
Long-term debt(note 12) | | | 114 | | | | 135 | |
|
Future income taxes | | | (2 | ) | | | (3 | ) |
|
| | | 153 | | | | 185 | |
|
Proportionate share of net assets of joint venture | | | 173 | | | | 129 | |
|
| | | | | | | | | | | | |
Statement of Operations | | 2003 | | | 2002 | | | 2001 | |
|
Net sales | | | 116 | | | | 64 | | | | 71 | |
|
Cost of product | | | 34 | | | | 28 | | | | 43 | |
|
Gross profit | | | 82 | | | | 36 | | | | 28 | |
|
Selling, general and administrative expenses | | | 4 | | | | 4 | | | | 7 | |
|
Depreciation | | | 15 | | | | 18 | | | | 13 | |
|
Other expenses and Argentine charges | | | – | | | | 16 | | | | 26 | |
|
Earnings (loss) before interest expense and income taxes | | | 63 | | | | (2 | ) | | | (18 | ) |
|
Interest expense | | | 16 | | | | 15 | | | | 16 | |
|
Income taxes | | | 4 | | | | – | | | | (4 | ) |
|
Proportionate share of net earnings (loss) of joint venture | | | 43 | | | | (17 | ) | | | (30 | ) |
|
| | | | | | | | | | | | |
Statement of Cash Flows | | 2003 | | | 2002 | | | 2001 | |
|
Operating activities | | | 25 | | | | 27 | | | | (6 | ) |
|
Investing activities | | | 17 | | | | (5 | ) | | | (39 | ) |
|
Financing activities | | | (15 | ) | | | (17 | ) | | | 58 | |
|
Proportionate share of increase in cash of joint venture | | | 27 | | | | 5 | | | | 13 | |
|
Consolidated retained earnings of the Corporation include losses from Profertil in the amount of $6-million for the year ended December 31, 2003 (2002 – $49-million).
Commitments presented in note 18 include the Corporation’s 50 percent share in the commitments of Profertil.
Notes to the consolidated
financial statements
23. | | DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN CANADA AND THE UNITED STATES |
The Corporation’s consolidated financial statements are prepared in accordance with Canadian GAAP. These principles differ in certain respects from those applicable under U.S. GAAP. If U.S. GAAP were applied, the net loss in each year would be adjusted as follows:
| | | | | | | | | | | | |
Consolidated Statements of Operations | | 2003 | | | 2002 | | | 2001 | |
|
Net loss based on Canadian GAAP | | | (21 | ) | | | – | | | | (45 | ) |
|
Adjustments | | | | | | | | | | | | |
|
Preferred securities charges, net of tax (a) | | | (11 | ) | | | (11 | ) | | | (12 | ) |
|
Deferred tax on foreign exchange translation of preferred securities (a) | | | (5 | ) | | | – | | | | – | |
|
Other | | | (1 | ) | | | 1 | | | | – | |
|
Net loss before cumulative effect of change in accounting policy | | | (38 | ) | | | (10 | ) | | | (57 | ) |
|
Cumulative effect of change in accounting policy, net of tax (e) | | | – | | | | (29 | ) | | | – | |
|
Net loss based on U.S. GAAP | | | (38 | ) | | | (39 | ) | | | (57 | ) |
|
Basic and diluted loss per common share based on U.S. GAAP | | | | | | | | | | | | |
|
Loss before cumulative effect of change in accounting policy | | | (0.30 | ) | | | (0.08 | ) | | | (0.49 | ) |
|
Net loss per share | | | (0.30 | ) | | | (0.31 | ) | | | (0.49 | ) |
|
U.S. GAAP requires the disclosure of a statement of comprehensive income. Comprehensive income generally includes net earnings plus the results of certain shareholders’ equity changes not reflected in the statement of operations.
| | | | | | | | | | | | |
Consolidated Statements of Comprehensive Income | | 2003 | | | 2002 | | | 2001 | |
|
Net loss based on U.S. GAAP | | | (38 | ) | | | (39 | ) | | | (57 | ) |
|
Change in foreign currency translation adjustment (d) | | | 95 | | | | (32 | ) | | | (56 | ) |
|
Change in minimum pension liability adjustment, net of tax (c) | | | (4 | ) | | | (6 | ) | | | – | |
|
Change in unrealized gains (losses) on derivative instruments, net of tax (b) | | | (5 | ) | | | 35 | | | | 75 | |
|
Change in realized gains (losses) on derivative instruments included in inventory, net of tax (b) | | | 2 | | | | 5 | | | | (7 | ) |
|
Cumulative effect of change in accounting policy, net of tax (b) | | | – | | | | – | | | | (105 | ) |
|
Comprehensive income (loss) based on U.S. GAAP | | | 50 | | | | (37 | ) | | | (150 | ) |
|
The cumulative effect of these adjustments on shareholders’ equity of the Corporation is as follows:
| | | | | | | | |
| | 2003 | | | 2002 | |
|
Shareholders’ equity based on Canadian GAAP | | | 821 | | | | 764 | |
|
Preferred securities (a) | | | (222 | ) | | | (221 | ) |
|
Deferred tax on foreign exchange translation of preferred securities (a) | | | (5 | ) | | | – | |
|
Unrealized gains (losses) on derivative instruments, net of tax (b) | | | (1 | ) | | | 5 | |
|
Realized gains (losses) on derivative instruments included in inventory, net of tax (b) | | | 1 | | | | (1 | ) |
|
Additional minimum pension liability, net of tax (c) | | | (10 | ) | | | (6 | ) |
|
Other | | | (3 | ) | | | (4 | ) |
|
Shareholders’ equity based on U.S. GAAP | | | 581 | | | | 537 | |
|
| | |
Financial statements and notes | | Page 86 |
Notes to the consolidated
financial statements
Description of significant differences
(a) | | Preferred securities – Under Canadian GAAP, the preferred securities are classified as shareholders’ equity and the related annual carrying charges are recorded as a distribution from retained earnings. Under U.S. GAAP, the $175-million preferred securities would be classified as long-term debt, the $50-million preferred securities would be classified as the current portion of long-term debt and the related carrying charges would be recognized as interest expense. Temporary differences arising as a result of the foreign exchange translation of the long-term debt would be recognized as deferred income tax expense. Under U.S. GAAP, in the statement of cash flows, cash flows under the heading “financing” would have increased by $17-million (2002 – $17-million; 2001 – $17-million) and cash flows under the heading “operating” would have decreased by $17-million (2002 – $17-million; 2001 – $17-million). |
|
(b) | | Derivative instruments and hedging activities – The Corporation accounts for its derivative instruments under Canadian GAAP as described in note 20. Under U.S. GAAP, generally all derivative instruments must be recognized as assets or liabilities on the balance sheet and measured at fair value. Any portion of the change in fair value of a derivative instrument that qualifies as a cash flow hedge is initially included in the determination of comprehensive income. The gain or loss is subsequently included in earnings in the same period as the hedged item. Any portion of the change in fair value of a derivative instrument that does not qualify for hedge accounting is recognized in earnings immediately. |
|
(c) | | Unfunded employee benefits – Under U.S. GAAP an additional minimum liability is recognized if the unfunded employee benefits Accumulated Benefit Obligation exceeds the accrued benefit obligation that is recorded in the balance sheet. This additional liability is recorded as a reduction to other comprehensive income. |
|
(d) | | Foreign currency translation adjustment – Under Canadian GAAP, foreign exchange gains and losses on translation of self-sustaining foreign operations are included as a separate component of shareholders’ equity referred to as cumulative translation adjustment. Under U.S. GAAP, such foreign currency translation gains and losses are recorded as comprehensive income. |
|
(e) | | Change in accounting policies – Effective January 1, 2002, the Corporation adopted a new standard under each of Canadian GAAP and U.S. GAAP for Goodwill and Other Intangible Assets. The Canadian standard mirrors the U.S. standard except that, under U.S. GAAP, the goodwill impairment calculated on initial adoption of the new policy was charged against earnings in the current period. Under Canadian GAAP, the transitional adoption of the policy was recorded against opening balance of retained earnings in the period of adoption. |
|
(f) | | Joint ventures – Under U.S. GAAP, ownership in a joint venture where the venturer does not own more than 50 percent and have a significant influence over the operating activities of the joint venture is to be accounted for using the equity method. Under Canadian GAAP, joint ventures are proportionately consolidated. Net assets and earnings of the Corporation would be the same under either method. Note 22 provides the details of the joint venture as included under Canadian GAAP. |
Subsidiaries &
Board committees
PRINCIPAL SUBSIDIARIES
& ASSOCIATED COMPANIES
| | COUNTRY OF | | | OWNERSHIP | |
| | OPERATION | | | (percent) | |
|
AGRIUM, a general partnership | | Canada | | | | 100 | |
|
Agrium U.S. Inc. | | | U.S. | | | | 100 | |
|
Agrium Nitrogen Company | | | U.S. | | | | 100 | |
|
Nu-West Industries, Inc. | | | U.S. | | | | 100 | |
|
Crop Production Services, Inc. | | | U.S. | | | | 100 | |
|
Western Farm Service, Inc. | | | U.S. | | | | 100 | |
|
Agroservicios Pampeanos S.A. | | Argentina | | | | 100 | |
|
Profertil S.A. | | Argentina | | | | 50 | |
|
Canpotex Limited | | International | | | | 33⅓ | |
|
Viridian Inc. | | Canada | | | | 100 | |
|
Viridian Fertilizers Limited | | Canada | | | | 100 | |
|
BOARD COMMITTEES
Audit Committee
Harry G. SchaeferFCA,Chair, Ralph S. Cunningham,
Susan A. Henry, Frank W. Proto, Victor J. ZaleschukCA
The Audit Committee has oversight responsibilities for our accounting and financial reporting processes, the quality and integrity of our financial statements and the effectiveness of our internal controls. The financial statements are the responsibility of management, and the external auditors express an independent opinion on the annual consolidated financial statements, which are then approved by the Board. The Audit Committee is directly responsible for the retention and oversight of the work of the external auditors, who report directly to the Audit Committee. The Audit Committee has a specific Charter that explicitly mandates direct communication with our internal and external auditors independently of management, ongoing review of our external auditors, including recommendations to the Board of the appointment (subject to shareholder approval) and termination of the external auditors, the scope of the audit and audit plans of the internal and external auditors, pre-approval of audit and permitted non-audit services and the role, independence and fees of the external auditors. In addition, the Committee is responsible for overseeing management reporting, internal controls and management information, and reviewing financial risk management issues. This Committee reviews our audited consolidated financial statements and selected corporate disclosure documents, including management’s discussion and analysis contained in our annual report, the annual information form, prospectuses and offering documents, and other major shareholder communications containing significant financial information before they are approved by the Board. It is also responsible for approval of our interim quarterly financial statements and reviews issues relating to legal and regulatory responsibilities to ensure compliance.
The Audit Committee has established procedures for (a) the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters and (b) the confidential, anonymous submissions by our employees of concerns regarding questionable accounting or auditing matters.
The Audit Committee is also required to review its Charter on an annual basis and recommend any appropriate changes to the Board. This Committee met on eight occasions in 2003.
Corporate Governance & Nominating Committee
Frank W. King,Chair, Neil Carragher, D. Grant Devine,
Harry G. SchaeferFCA, T. Don Stacy
The Corporate Governance & Nominating Committee (the CG&N Committee) is responsible to assist the Board in fulfilling its responsibilities with respect to the continuing review and development of our corporate governance system, including our Corporate Governance Guidelines, Code of Business Conduct and Ethics for directors, officers and employees, the Charter for our Board of Directors, as well as Terms of Reference for our Board Chair, the Chief Executive Officer and individual directors. The CG&N Committee is also responsible for the review and recommendation to the Board of our reports on compliance with the governance guidelines, recommendations and requirements of any applicable regulator or securities exchange. The CG&N Committee reviews and recommends compensation for Board and Committee service as well as oversees the administration of the DSU Plans. This Committee is also responsible for the annual evaluations of the overall performance of the Board, the Board Chair, the Committees and individual directors pursuant to an evaluation system that is designed to provide directors with an opportunity each year to examine how the Board is operating and to make suggestions for improvement. The CG&N Committee monitors the relationship between management and the Board to ensure that the Board is able to, and in fact does, function independently of management. This Committee also assists the Board in identifying and recommending qualified individuals to become Board members, provides recommendations as to the size, composition, operation and effectiveness of the Board and its Committees, and identifies and makes recommendations respecting the appointment of members to the Board Committees. The CG&N Committee also develops and implements an orientation and ongoing education program for directors and ensures that Board Committees and individual directors can engage outside advisors. The CG&N Committee is also required to review its Charter on an annual basis and recommend any appropriate changes to the Board. This Committee met on four occasions in 2003.
| | |
Subsidiaries & Board committees | | Page 88 |
Human Resources & Compensation Committee
Ralph S. Cunningham,Chair, Neil Carragher, G. Woody MacLaren, T. Don Stacy, Victor J. ZaleschukCA
The Human Resources & Compensation Committee (the HR&C Committee) is established to assist the Board in fulfilling its responsibilities relating to matters of human resources and compensation, and to establish a plan of continuity and development of senior management. The HR&C Committee has responsibility for overseeing the evaluation of management, reviewing and making recommendations to the Board regarding the appointment of and the compensation arrangements for our executives (including salaries, incentives, equity-based compensation and benefits), as well as reviewing the annual salary policies and programs relating to employees. The Committee also approves the investment objectives and policies of, and any material changes, in our pension plans. The Committee reviews and approves the use of corporate goals and objectives that are relevant to the compensation of our Chief Executive Officer and reviews the performance of the Chief Executive Officer in light of those goals and objectives in order to determine and, together with the other independent directors, approve his compensation. The HR&C Committee reviews our management resources and plans to ensure that we properly provide for appropriate succession plans for executives. The HR&C Committee is also required to review its Charter on an annual basis and recommend any appropriate changes to the Board. This Committee met on five occasions in 2003.
Environment, Health & Safety Committee
D. Grant Devine,Chair, Susan A. Henry, Frank W. King,
G. Woody MacLaren, Frank W. Proto
The Environment, Health & Safety Committee (the EH&S Committee) is responsible to assist the Board in fulfilling its oversight responsibilities relating to environment, health and safety. The EH&S Committee annually reviews and recommends to the Board for approval our Environment, Health & Safety Policy. The Committee monitors environmental, health and safety performance, compliance with legal and regulatory requirements, as well as applicable industry standards relating to environmental, health and safety matters, and reviews the strategies and methods used to improve our environmental, health and safety performance. This Committee also reviews our environmental, health and safety performance goals, management systems implementation, EH&S audit programs and plans, and the status of our remediation projects and provisions. It is the practice of the Committee to arrange at least one visit annually for our Board members to one of our facilities, which includes orientation sessions to personally acquaint members of the Committee and the Board with personnel and operations at our facilities. The Committee also reviews the methods of communicating our environmental, health and safety policies and procedures throughout the organization. The EH&S Committee meets separately with the Director, Environment, Health & Safety and reports to the
Board on such meetings. The EH&S Committee is also required to review its Charter on an annual basis and recommend any appropriate changes to the Board. This Committee met on five occasions in 2003. In addition, we have a corporate environment, health and safety committee comprising members of senior management and chaired by the Senior Vice President, North America Retail, which is responsible for ensuring that we conduct our activities and operate our facilities in an environmentally responsible manner and maintain the integrity of our health and safety policies. We also have established a company-wide Safety Council to review, enhance and ensure a sustained focus on best safety practices throughout the organization.
Officers of the Company
Frank W. Proto
Board Chair
John M. Van Brunt
Board Vice Chair
Michael M. Wilson
President & Chief Executive Officer
Garnet K. Amundson
Vice President & Controller
Dorothy E.A. Bower
Vice President, Strategic Development & Planning
Patrick J. Freeman
Vice President & Treasurer
Richard L. Gearheard
Senior Vice President, North America Retail
James M. Grossett
Vice President, Human Resources
William C. McClung
Vice President, Manufacturing
Leslie A. O’Donoghue
Vice President, General Counsel & Corporate Secretary
Robert J. Rennie
Vice President, Corporate Affairs/South America
Christopher W. Tworek
Vice President, Supply Management
Bruce G. Waterman
Senior Vice President, Finance & Chief Financial Officer
Ron A. Wilkinson
Vice President, Operations & Technology
John D. Yokley
Senior Vice President, Marketing & Distribution
The supplementary financial and performance data set out on pages 89-94 below contains certain financial information and other items that are not measures of our
EARNINGS (LOSS) AND OPERATING CASH FLOWS(millions of U.S. dollars, except per share amounts and ratios)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Q1 | | | Q2 | | | Q3 | | | Q4 | | | 2003 | | | Q1 | | | Q2 | | | Q3 | | | Q4 | | | 2002 | | | 2001 | | | 2000 | | | 1999 | |
|
Net sales | | | 372 | | | | 929 | | | | 561 | | | | 637 | | | | 2,499 | | | | 318 | | | | 792 | | | | 466 | | | | 507 | | | | 2,083 | | | | 2,063 | | | | 1,873 | | | | 1,716 | |
|
Cost of product | | | 261 | | | | 677 | | | | 389 | | | | 433 | | | | 1,760 | | | | 247 | | | | 619 | | | | 333 | | | | 365 | | | | 1,564 | | | | 1,516 | | | | 1,326 | | | | 1,227 | |
|
Gross profit | | | 111 | | | | 252 | | | | 172 | | | | 204 | | | | 739 | | | | 71 | | | | 173 | | | | 133 | | | | 142 | | | | 519 | | | | 547 | | | | 547 | | | | 489 | |
|
Gross profit (%) | | | 30 | | | | 27 | | | | 31 | | | | 32 | | | | 30 | | | | 22 | | | | 22 | | | | 29 | | | | 28 | | | | 25 | | | | 27 | | | | 29 | | | | 28 | |
|
Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Selling, general and administrative | | | 59 | | | | 74 | | | | 71 | | | | 82 | | | | 286 | | | | 52 | | | | 67 | | | | 64 | | | | 63 | | | | 246 | | | | 268 | | | | 253 | | | | 245 | |
|
Depreciation and amortization | | | 32 | | | | 35 | | | | 34 | | | | 39 | | | | 140 | | | | 34 | | | | 32 | | | | 42 | | | | 40 | | | | 148 | | | | 141 | | | | 107 | | | | 93 | |
|
Asset impairment | | | – | | | | – | | | | – | | | | 235 | | | | 235 | | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | |
|
Royalties and other taxes | | | 5 | | | | 4 | | | | 4 | | | | 4 | | | | 17 | | | | 6 | | | | 3 | | | | 5 | | | | 5 | | | | 19 | | | | 22 | | | | 19 | | | | 15 | |
|
Other expenses and Argentine charges | | | 10 | | | | 9 | | | | 9 | | | | 12 | | | | 40 | | | | 15 | | | | 16 | | | | 3 | | | | 8 | | | | 42 | | | | 85 | | | | 5 | | | | 5 | |
|
Earnings (loss) before interest expense and income taxes | | | 5 | | | | 130 | | | | 54 | | | | (168 | ) | | | 21 | | | | (36 | ) | | | 55 | | | | 19 | | | | 26 | | | | 64 | | | | 31 | | | | 163 | | | | 131 | |
|
Interest | | | 15 | | | | 18 | | | | 15 | | | | 15 | | | | 63 | | | | 19 | | | | 16 | | | | 17 | | | | 16 | | | | 68 | | | | 74 | | | | 37 | | | | 37 | |
|
Earnings (loss) before income taxes | | | (10 | ) | | | 112 | | | | 39 | | | | (183 | ) | | | (42 | ) | | | (55 | ) | | | 39 | | | | 2 | | | | 10 | | | | (4 | ) | | | (43 | ) | | | 126 | | | | 94 | |
|
Income taxes (recovery) | | | (4 | ) | | | 43 | | | | 14 | | | | (74 | ) | | | (21 | ) | | | (19 | ) | | | 16 | | | | 1 | | | | (2 | ) | | | (4 | ) | | | 2 | | | | 44 | | | | 32 | |
|
Net earnings (loss) | | | (6 | ) | | | 69 | | | | 25 | | | | (109 | ) | | | (21 | ) | | | (36 | ) | | | 23 | | | | 1 | | | | 12 | | | | – | | | | (45 | ) | | | 82 | | | | 62 | |
|
Add (deduct) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Depreciation and amortization | | | 32 | | | | 35 | | | | 34 | | | | 39 | | | | 140 | | | | 34 | | | | 32 | | | | 42 | | | | 40 | | | | 148 | | | | 141 | | | | 107 | | | | 93 | |
|
Asset impairment | | | – | | | | – | | | | – | | | | 235 | | | | 235 | | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | |
|
Foreign exchange and Argentine charges | | | (2 | ) | | | (6 | ) | | | 3 | | | | (3 | ) | | | (8 | ) | | | 12 | | | | 7 | | | | (3 | ) | | | (2 | ) | | | 14 | | | | 20 | | | | – | | | | – | |
|
Future income taxes (recovery) | | | (4 | ) | | | 14 | | | | 8 | | | | (61 | ) | | | (43 | ) | | | (11 | ) | | | 15 | | | | – | | | | 13 | | | | 17 | | | | (26 | ) | | | 35 | | | | (28 | ) |
|
Net change in non-cash working capital | | | 17 | | | | (76 | ) | | | (23 | ) | | | (32 | ) | | | (114 | ) | | | 3 | | | | (2 | ) | | | (12 | ) | | | 56 | | | | 45 | | | | (3 | ) | | | 32 | | | | 33 | |
|
Cash provided by operating activities | | | 37 | | | | 36 | | | | 47 | | | | 69 | | | | 189 | | | | 2 | | | | 75 | | | | 28 | | | | 119 | | | | 224 | | | | 87 | | | | 256 | | | | 160 | |
|
EBITDA | | | 37 | | | | 165 | | | | 88 | | | | 106 | | | | 396 | | | | (2 | ) | | | 87 | | | | 61 | | | | 66 | | | | 212 | | | | 172 | | | | 270 | | | | 224 | |
|
Capital expenditures | | | 9 | | | | 22 | | | | 36 | | | | 32 | | | | 99 | | | | 5 | | | | 3 | | | | 15 | | | | 29 | | | | 52 | | | | 164 | | | | 179 | | | | 234 | |
|
Basic earnings (loss) per share | | | (0.07 | ) | | | 0.53 | | | | 0.18 | | | | (0.89 | ) | | | (0.25 | ) | | | (0.33 | ) | | | 0.16 | | | | (0.01 | ) | | | 0.07 | | | | (0.08 | ) | | | (0.49 | ) | | | 0.65 | | | | 0.47 | |
|
Diluted earnings (loss) per share | | | (0.07 | ) | | | 0.47 | | | | 0.17 | | | | (0.89 | ) | | | (0.25 | ) | | | (0.33 | ) | | | 0.15 | | | | (0.01 | ) | | | 0.07 | | | | (0.08 | ) | | | (0.49 | ) | | | 0.62 | | | | 0.46 | |
|
|
CONSOLIDATED BALANCE SHEETS(millions of U.S. dollars) |
| | | Q1 | | | | Q2 | | | | Q3 | | | | Q4 | | | | 2003 | | | | Q1 | | | | Q2 | | | | Q3 | | | | Q4 | | | | 2002 | | | | 2001 | | | | 2000 | | | | 1999 | |
|
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Current asset | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Cash and cash equivalents | | | 136 | | | | 152 | | | | 171 | | | | 200 | | | | 200 | | | | 8 | | | | 32 | | | | 21 | | | | 109 | | | | 109 | | | | 51 | | | | 18 | | | | 104 | |
|
Accounts receivable | | | 198 | | | | 287 | | | | 271 | | | | 314 | | | | 314 | | | | 184 | | | | 243 | | | | 216 | | | | 187 | | | | 187 | | | | 218 | | | | 303 | | | | 268 | |
|
Inventories | | | 545 | | | | 405 | | | | 385 | | | | 368 | | | | 368 | | | | 507 | | | | 352 | | | | 336 | | | | 353 | | | | 353 | | | | 400 | | | | 347 | | | | 256 | |
|
Prepaid expenses | | | 29 | | | | 26 | | | | 41 | | | | 60 | | | | 60 | | | | 46 | | | | 14 | | | | 30 | | | | 35 | | | | 35 | | | | 34 | | | | 20 | | | | 15 | |
|
| | | 908 | | | | 870 | | | | 868 | | | | 942 | | | | 942 | | | | 745 | | | | 641 | | | | 603 | | | | 684 | | | | 684 | | | | 703 | | | | 688 | | | | 643 | |
|
Capital assets(a) | | | 1,436 | | | | 1,472 | | | | 1,476 | | | | 1,260 | | | | 1,260 | | | | 1,486 | | | | 1,482 | | | | 1,428 | | | | 1,422 | | | | 1,422 | | | | 1,518 | | | | 1,498 | | | | 1,164 | |
|
Other assets | | | 87 | | | | 90 | | | | 85 | | | | 71 | | | | 71 | | | | 111 | | | | 99 | | | | 93 | | | | 85 | | | | 85 | | | | 132 | | | | 150 | | | | 115 | |
|
Goodwill | | | – | | | | – | | | | – | | | | – | | | | – | | | | 45 | | | | 45 | | | | – | | | | – | | | | – | | | | 45 | | | | 49 | | | | 52 | |
|
| | | 2,431 | | | | 2,432 | | | | 2,429 | | | | 2,273 | | | | 2,273 | | | | 2,387 | | | | 2,267 | | | | 2,124 | | | | 2,191 | | | | 2,191 | | | | 2,398 | | | | 2,385 | | | | 1,974 | |
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Current liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Bank indebtedness | | | 2 | | | | – | | | | – | | | | – | | | | – | | | | 74 | | | | 10 | | | | 21 | | | | 1 | | | | 1 | | | | 211 | | | | 308 | | | | 179 | |
|
Accounts payable and accrued liabilities | | | 537 | | | | 411 | | | | 383 | | | | 404 | | | | 404 | | | | 453 | | | | 348 | | | | 275 | | | | 340 | | | | 340 | | | | 362 | | | | 370 | | | | 289 | |
|
Current portion of long-term debt | | | 101 | | | | 104 | | | | 104 | | | | 121 | | | | 121 | | | | 6 | | | | 7 | | | | 7 | | | | 25 | | | | 25 | | | | 7 | | | | 1 | | | | 1 | |
|
| | | 640 | | | | 515 | | | | 487 | | | | 525 | | | | 525 | | | | 533 | | | | 365 | | | | 303 | | | | 366 | | | | 366 | | | | 580 | | | | 679 | | | | 469 | |
|
Long-term debt | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Recourse debt | | | 530 | | | | 533 | | | | 532 | | | | 503 | | | | 503 | | | | 619 | | | | 623 | | | | 620 | | | | 604 | | | | 604 | | | | 621 | | | | 507 | | | | 497 | |
|
Non-recourse debt | | | 132 | | | | 124 | | | | 125 | | | | 111 | | | | 111 | | | | 141 | | | | 137 | | | | 131 | | | | 132 | | | | 132 | | | | 141 | | | | – | | | | – | |
|
| | | 662 | | | | 657 | | | | 657 | | | | 614 | | | | 614 | | | | 760 | | | | 760 | | | | 751 | | | | 736 | | | | 736 | | | | 762 | | | | 507 | | | | 497 | |
|
Other liabilities(a) | | | 169 | | | | 177 | | | | 174 | | | | 181 | | | | 181 | | | | 163 | | | | 166 | | | | 162 | | | | 160 | | | | 160 | | | | 151 | | | | 134 | | | | 91 | |
|
Future income taxes(a) | | | 166 | | | | 187 | | | | 194 | | | | 132 | | | | 132 | | | | 150 | | | | 168 | | | | 149 | | | | 165 | | | | 165 | | | | 162 | | | | 197 | | | | 164 | |
|
| | | 1,637 | | | | 1,536 | | | | 1,512 | | | | 1,452 | | | | 1,452 | | | | 1,606 | | | | 1,459 | | | | 1,365 | | | | 1,427 | | | | 1,427 | | | | 1,655 | | | | 1,517 | | | | 1,221 | |
|
Shareholders’ equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Share capital | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Common shares | | | 485 | | | | 485 | | | | 485 | | | | 490 | | | | 490 | | | | 482 | | | | 484 | | | | 484 | | | | 484 | | | | 484 | | | | 376 | | | | 375 | | | | 347 | |
|
Preferred securities | | | 221 | | | | 222 | | | | 222 | | | | 222 | | | | 222 | | | | 221 | | | | 221 | | | | 221 | | | | 221 | | | | 221 | | | | 221 | | | | 221 | | | | 171 | |
|
Contributed surplus | | | – | | | | – | | | | – | | | | 1 | | | | 1 | | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | |
|
Retained earnings | | | 182 | | | | 242 | | | | 264 | | | | 145 | | | | 145 | | | | 206 | | | | 220 | | | | 189 | | | | 191 | | | | 191 | | | | 245 | | | | 315 | | | | 255 | |
|
Cumulative translation adjustment | | | (94 | ) | | | (53 | ) | | | (54 | ) | | | (37 | ) | | | (37 | ) | | | (128 | ) | | | (117 | ) | | | (135 | ) | | | (132 | ) | | | (132 | ) | | | (99 | ) | | | (43 | ) | | | (20 | ) |
|
| | | 794 | | | | 896 | | | | 917 | | | | 821 | | | | 821 | | | | 781 | | | | 808 | | | | 759 | | | | 764 | | | | 764 | | | | 743 | | | | 868 | | | | 753 | |
|
| | | 2,431 | | | | 2,432 | | | | 2,429 | | | | 2,273 | | | | 2,273 | | | | 2,387 | | | | 2,267 | | | | 2,124 | | | | 2,191 | | | | 2,191 | | | | 2,398 | | | | 2,385 | | | | 1,974 | |
|
(a) | | Data has been restated to record the effect of adoption of the accounting standard for asset retirement obligations. |
| | | | |
Segmented financial information | | Supplementary financial, performance and other data | | Page 90 |
SEGMENTED FINANCIAL RESULTS(millions of U.S. dollars, except ratios)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 2003 | | | | |
|
| | | | | | North America | | South America | | | | |
|
| | | | | | Wholesale | | | Retail | | | Wholesale | | | Retail | | | Other | | | Total | |
|
Net sales | | | | | | | 1,465 | | | | 923 | | | | 116 | | | | 92 | | | | (97 | ) | | | 2,499 | |
|
Cost of product | | | | | | | 1,106 | | | | 642 | | | | 34 | | | | 75 | | | | (97 | ) | | | 1,760 | |
|
Gross profit | | | | | | | 359 | | | | 281 | | | | 82 | | | | 17 | | | | – | | | | 739 | |
|
Gross profit (%) | | | | | | | 25 | | | | 30 | | | | 71 | | | | 18 | | | | – | | | | 30 | |
|
Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Selling, general and administrative | | | | | | | 35 | | | | 208 | | | | 4 | | | | 14 | | | | 25 | | | | 286 | |
|
Depreciation and amortization | | | | | | | 99 | | | | 18 | | | | 15 | | | | 1 | | | | 7 | | | | 140 | |
|
Asset impairment | | | | | | | 235 | | | | – | | | | – | | | | – | | | | – | | | | 235 | |
|
Royalties and other taxes | | | | | | | 11 | | | | 5 | | | | – | | | | – | | | | 1 | | | | 17 | |
|
Other expenses and Argentine charges | | | | | | | 28 | | | | (14 | ) | | | – | | | | – | | | | 26 | | | | 40 | |
|
Earnings (loss) before interest expense and income taxes | | | | | | | (49 | ) | | | 64 | | | | 63 | | | | 2 | | | | (59 | ) | | | 21 | |
|
Interest | | | | | | | | | | | | | | | | | | | | | | | | | | | 63 | |
|
Earnings (loss) before income taxes | | | | | | | | | | | | | | | | | | | | | | | | | | | (42 | ) |
|
Income taxes (recovery) | | | | | | | | | | | | | | | | | | | | | | | | | | | (21 | ) |
|
Net earnings (loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | (21 | ) |
|
Capital expenditures | | | | | | | 73 | | | | 12 | | | | 3 | | | | 1 | | | | 10 | | | | 99 | |
|
|
NET SALES AND GROSS PROFIT BY BUSINESS SEGMENT AND PRODUCT LINE(millions of U.S. dollars, except margin per tonne amounts, ratios, inventory and sales tonnes) |
| | 2003
|
|
| | Net | | | Cost of | | | Gross | | | Gross | | | Sales | | | Margin | | | Inventory | |
| | Sales | | | Sales | | | Profit | | | Profit (% | ) | | Tonnes(a | ) | | ($/Tonne | ) | | Tonnes(a | ) |
|
North America Wholesale | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Nitrogen | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Ammonia | | | 382 | | | | 286 | | | | 96 | | | | 25 | | | | 1,555 | | | | 62 | | | | 176 | |
|
Urea | | | 423 | | | | 323 | | | | 100 | | | | 24 | | | | 2,220 | | | | 45 | | | | 128 | |
|
Other | | | 168 | | | | 136 | | | | 32 | | | | 19 | | | | 981 | | | | 33 | | | | 129 | |
|
| | | 973 | | | | 745 | | | | 228 | | | | 23 | | | | 4,756 | | | | 48 | | | | 433 | |
|
Phosphate | | | 261 | | | | 217 | | | | 44 | | | | 17 | | | | 1,090 | | | | 40 | | | | 51 | |
|
Potash | | | 160 | | | | 99 | | | | 61 | | | | 38 | | | | 1,662 | | | | 37 | | | | 188 | |
|
Sulphate and other products | | | 71 | | | | 45 | | | | 26 | | | | 37 | | | | 400 | | | | 65 | | | | 115 | |
|
| | | 1,465 | | | | 1,106 | | | | 359 | | | | 25 | | | | 7,908 | | | | 45 | | | | 787 | |
|
North America Retail | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Fertilizers | | | 402 | | | | 292 | | | | 110 | | | | 27 | | | | | | | | | | | | | |
|
Chemicals | | | 399 | | | | 288 | | | | 111 | | | | 28 | | | | | | | | | | | | | |
|
Other products and services | | | 122 | | | | 62 | | | | 60 | | | | 49 | | | | | | | | | | | | | |
|
| | | 923 | | | | 642 | | | | 281 | | | | 30 | | | | | | | | | | | | | |
|
South America Wholesale | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Nitrogen | | | 111 | | | | 31 | | | | 80 | | | | 72 | | | | 634 | | | | 126 | | | | 43 | |
|
Other products and services | | | 5 | | | | 3 | | | | 2 | | | | 40 | | | | | | | | | | | | | |
|
| | | 116 | | | | 34 | | | | 82 | | | | 71 | | | | | | | | | | | | | |
|
South America Retail | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Fertilizers | | | 66 | | | | 59 | | | | 7 | | | | 11 | | | | | | | | | | | | | |
|
Other products and services | | | 26 | | | | 16 | | | | 10 | | | | 38 | | | | | | | | | | | | | |
|
| | | 92 | | | | 75 | | | | 17 | | | | 18 | | | | | | | | | | | | | |
|
Other | | | (97 | ) | | | (97 | ) | | | – | | | | – | | | | | | | | | | | | | |
|
Total | | | 2,499 | | | | 1,760 | | | | 739 | | | | 30 | | | | | | | | | | | | | |
|
(a) 000s of tonnes |
|
NET SALES AND GROSS PROFIT BY MARKET DESTINATION(millions of U.S. dollars, except margin per tonne amounts, ratios and sales tonnes) |
| | 2003
| | | | |
|
| | Net | | | Cost of | | | Gross | | | Gross | | | Sales | | | Margin | | | | | |
| | Sales | | | Sales | | | Profit | | | Profit (% | ) | | Tonnes(a | ) | | ($/Tonne | ) | | | | |
|
North America | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Nitrogen | | | 775 | | | | 621 | | | | 154 | | | | 20 | | | | 3,501 | | | | 44 | | | | | |
|
Phosphate | | | 261 | | | | 217 | | | | 44 | | | | 17 | | | | 1,090 | | | | 40 | | | | | |
|
Potash | | | 117 | | | | 78 | | | | 39 | | | | 33 | | | | 1,092 | | | | 36 | | | | | |
|
Sulphate and other products | | | 60 | | | | 36 | | | | 24 | | | | 40 | | | | 298 | | | | – | | | | | |
|
North America Retail | | | 923 | | | | 642 | | | | 281 | | | | 30 | | | | – | | | | – | | | | | |
|
Other | | | (88 | ) | | | (88 | ) | | | – | | | | – | | | | – | | | | – | | | | | |
|
| | | 2,048 | | | | 1,506 | | | | 542 | | | | 26 | | | | 5,981 | | | | | | | | | |
|
International | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Nitrogen | | | 309 | | | | 155 | | | | 154 | | | | 50 | | | | 1,889 | | | | 82 | | | | | |
|
Potash | | | 43 | | | | 21 | | | | 22 | | | | 51 | | | | 570 | | | | 39 | | | | | |
|
Sulphate and other products | | | 15 | | | | 12 | | | | 3 | | | | 20 | | | | 102 | | | | – | | | | | |
|
South America Retail | | | 92 | | | | 75 | | | | 17 | | | | 18 | | | | – | | | | – | | | | | |
|
Other | | | (8 | ) | | | (9 | ) | | | 1 | | | | 13 | | | | – | | | | – | | | | | |
|
| | | 451 | | | | 254 | | | | 197 | | | | 44 | | | | 2,561 | | | | – | | | | | |
|
Total | | | 2,499 | | | | 1,760 | | | | 739 | | | | 30 | | | | 8,542 | | | | – | | | | | |
|
(a) 000s of tonnes | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | |
| | Supplementary financial, performance and other data | | Page 91 |
SEGMENTED FINANCIAL RESULTS(millions of U.S. dollars, except ratios)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 2002 | | | | | | 2001 |
|
| | | | | | North America | | South America | | | | | | | | | | | | | | North America | | South America | | | | |
| |
|
| | | | | | Wholesale | | | Retail | | | Wholesale | | | Retail | | | Other | | | Total | | | | | | | Wholesale | | | Retail | | | Wholesale | | | Retail | | | Other | | | Total | |
| |
|
Net sales | | | | | | | 1,172 | | | | 849 | | | | 64 | | | | 80 | | | | (82 | ) | | | 2,083 | | | | | | | | 1,160 | | | | 831 | | | | 71 | | | | 83 | | | | (82 | ) | | | 2,063 | |
| |
|
Cost of product | | | | | | | 976 | | | | 593 | | | | 28 | | | | 50 | | | | (83 | ) | | | 1,564 | | | | | | | | 925 | | | | 574 | | | | 43 | | | | 58 | | | | (84 | ) | | | 1,516 | |
| |
|
Gross profit | | | | | | | 196 | | | | 256 | | | | 36 | | | | 30 | | | | 1 | | | | 519 | | | | | | | | 235 | | | | 257 | | | | 28 | | | | 25 | | | | 2 | | | | 547 | |
| |
|
Gross profit (%) | | | | | | | 17 | | | | 30 | | | | 56 | | | | 38 | | | | (1 | ) | | | 25 | | | | | | | | 20 | | | | 31 | | | | 39 | | | | 30 | | | | (2 | ) | | | 27 | |
| |
|
Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
|
Selling, general and administrative | | | | | | | 24 | | | | 191 | | | | 4 | | | | 8 | | | | 19 | | | | 246 | | | | | | | | 33 | | | | 193 | | | | 7 | | | | 16 | | | | 19 | | | | 268 | |
| |
|
Depreciation and amortization | | | | | | | 102 | | | | 20 | | | | 18 | | | | 1 | | | | 7 | | | | 148 | | | | | | | | 96 | | | | 20 | | | | 13 | | | | 5 | | | | 7 | | | | 141 | |
| |
|
Asset impairment | | | | | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | | | | | | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | |
| |
|
Royalties and other taxes | | | | | | | 13 | | | | 5 | | | | – | | | | – | | | | 1 | | | | 19 | | | | | | | | 16 | | | | 5 | | | | – | | | | – | | | | 1 | | | | 22 | |
| |
|
Other expenses and Argentine charges | | | | | | | 17 | | | | (12 | ) | | | 16 | | | | (4 | ) | | | 25 | | | | 42 | | | | | | | | 26 | | | | (12 | ) | | | 26 | | | | 30 | | | | 15 | | | | 85 | |
| |
|
Earnings (loss) before interest expense and income taxes | | | | | | | 40 | | | | 52 | | | | (2 | ) | | | 25 | | | | (51 | ) | | | 64 | | | | | | | | 64 | | | | 51 | | | | (18 | ) | | | (26 | ) | | | (40 | ) | | | 31 | |
| |
|
Interest | | | | | | | | | | | | | | | | | | | | | | | | | | | 68 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 74 | |
| |
|
Earnings (loss) before income taxes | | | | | | | | | | | | | | | | | | | | | | | | | | | (4 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | (43 | ) |
| |
|
Income taxes (recovery) | | | | | | | | | | | | | | | | | | | | | | | | | | | (4 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | 2 | |
| |
|
Net earnings (loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | – | | | | | | | | | | | | | | | | | | | | | | | | | | | | (45 | ) |
| |
|
Capital expenditures | | | | | | | 41 | | | | 10 | | | | – | | | | – | | | | 1 | | | | 52 | | | | | | | | 126 | | | | 14 | | | | 18 | | | | 3 | | | | 3 | | | | 164 | |
| |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NET SALES AND GROSS PROFIT BY BUSINESS SEGMENT AND PRODUCT LINE(millions of U.S. dollars, except margin per tonne amounts, ratios, inventory and sales tonnes) |
| | 2002
| | | | | | 2001
| | | | |
| |
|
| | Net | | | Cost of | | | Gross | | | Gross | | | Sales | | | Margin | | | Inventory | | | Net | | | Cost of | | | Gross | | | Gross | | | Sales | | | Margin | | | Inventory | |
| | Sales | | | Sales | | | Profit | | | Profit (% | ) | | Tonnes(a | ) | | ($/Tonne | ) | | Tonnes(a | ) | | Sales | | | Sales | | | Profit | | | Profit (% | ) | | Tonnes(a | ) | | ($/Tonne | ) | | Tonnes(a | ) |
| |
|
North America Wholesale | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
|
Nitrogen | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
|
Ammonia | | | 242 | | | | 222 | | | | 20 | | | | 8 | | | | 1,543 | | | | 13 | | | | 240 | | | | 323 | | | | 239 | | | | 84 | | | | 26 | | | | 1,610 | | | | 52 | | | | 329 | |
| |
|
Urea | | | 330 | | | | 292 | | | | 38 | | | | 12 | | | | 2,517 | | | | 15 | | | | 141 | | | | 304 | | | | 253 | | | | 51 | | | | 17 | | | | 2,063 | | | | 25 | | | | 311 | |
| |
|
Other | | | 140 | | | | 135 | | | | 5 | | | | 4 | | | | 1,099 | | | | 5 | | | | 219 | | | | 150 | | | | 135 | | | | 15 | | | | 10 | | | | 977 | | | | 15 | | | | 227 | |
| |
|
| | | 712 | | | | 649 | | | | 63 | | | | 9 | | | | 5,159 | | | | 12 | | | | 600 | | | | 777 | | | | 627 | | | | 150 | | | | 19 | | | | 4,650 | | | | 32 | | | | 867 | |
| |
|
Phosphate | | | 239 | | | | 202 | | | | 37 | | | | 15 | | | | 1,129 | | | | 33 | | | | 82 | | | | 179 | | | | 173 | | | | 6 | | | | 3 | | | | 869 | | | | 7 | | | | 144 | |
| |
|
Potash | | | 158 | | | | 91 | | | | 67 | | | | 42 | | | | 1,598 | | | | 42 | | | | 195 | | | | 138 | | | | 80 | | | | 58 | | | | 42 | | | | 1,357 | | | | 43 | | | | 273 | |
| |
|
Sulphate and other products | | | 63 | | | | 34 | | | | 29 | | | | 46 | | | | 397 | | | | 73 | | | | 136 | | | | 66 | | | | 45 | | | | 21 | | | | 32 | | | | 428 | | | | 49 | | | | 97 | |
| |
|
| | | 1,172 | | | | 976 | | | | 196 | | | | 17 | | | | 8,283 | | | | 24 | | | | 1,013 | | | | 1,160 | | | | 925 | | | | 235 | | | | 20 | | | | 7,304 | | | | 32 | | | | 1,381 | |
| |
|
North America Retail | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
|
Fertilizers | | | 366 | | | | 265 | | | | 101 | | | | 28 | | | | | | | | | | | | | | | | 386 | | | | 278 | | | | 108 | | | | 28 | | | | | | | | | | | | | |
| |
|
Chemicals | | | 361 | | | | 266 | | | | 95 | | | | 26 | | | | | | | | | | | | | | | | 336 | | | | 245 | | | | 91 | | | | 27 | | | | | | | | | | | | | |
| |
|
Other products and services | | | 122 | | | | 62 | | | | 60 | | | | 49 | | | | | | | | | | | | | | | | 109 | | | | 51 | | | | 58 | | | | 53 | | | | | | | | | | | | | |
| |
|
| | | 849 | | | | 593 | | | | 256 | | | | 30 | | | | | | | | | | | | | | | | 831 | | | | 574 | | | | 257 | | | | 31 | | | | | | | | | | | | | |
| |
|
South America Wholesale | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
|
Nitrogen | | | 61 | | | | 26 | | | | 35 | | | | 57 | | | | 517 | | | | 68 | | | | 61 | | | | 68 | | | | 41 | | | | 27 | | | | 40 | | | | 508 | | | | 53 | | | | 32 | |
| |
|
Other products and services | | | 3 | | | | 2 | | | | 1 | | | | 33 | | | | | | | | | | | | | | | | 3 | | | | 2 | | | | 1 | | | | 33 | | | | | | | | | | | | | |
| |
|
| | | 64 | | | | 28 | | | | 36 | | | | 56 | | | | | | | | | | | | | | | | 71 | | | | 43 | | | | 28 | | | | 39 | | | | | | | | | | | | | |
| |
|
South America Retail | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
|
Fertilizers | | | 53 | | | | 31 | | | | 22 | | | | 42 | | | | | | | | | | | | | | | | 57 | | | | 38 | | | | 19 | | | | 33 | | | | | | | | | | | | | |
| |
|
Other products and services | | | 27 | | | | 19 | | | | 8 | | | | 30 | | | | | | | | | | | | | | | | 26 | | | | 20 | | | | 6 | | | | 23 | | | | | | | | | | | | | |
| |
|
| | | 80 | | | | 50 | | | | 30 | | | | 38 | | | | | | | | | | | | | | | | 83 | | | | 58 | | | | 25 | | | | 30 | | | | | | | | | | | | | |
| |
|
Other | | | (82 | ) | | | (83 | ) | | | 1 | | | | (1 | ) | | | | | | | | | | | | | | | (82 | ) | | | (84 | ) | | | 2 | | | | (2 | ) | | | | | | | | | | | | |
| |
|
Total | | | 2,083 | | | | 1,564 | | | | 519 | | | | 25 | | | | | | | | | | | | | | | | 2,063 | | | | 1,516 | | | | 547 | | | | 27 | | | | | | | | | | | | | |
| |
|
(a) 000s of tonnes |
|
NET SALES AND GROSS PROFIT BY MARKET DESTINATION(millions of U.S. dollars, except margin per tonne amounts, ratios and sales tonnes) |
| | 2002 | | | | | | 2001 | | | | |
| |
|
| | Net | | | Cost of | | | Gross | | | Gross | | | Sales | | | Margin | | | | | | | Net | | | Cost of | | | Gross | | | Gross | | | Sales | | | Margin | | | | | |
| | Sales | | | Sales | | | Profit | | | Profit (% | ) | | Tonnes(a | ) | | ($/Tonne | ) | | | | | | Sales | | | Sales | | | Profit | | | Profit (% | ) | | Tonnes(a | ) | | ($/Tonne | ) | | | | |
| |
|
North America | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
|
Nitrogen | | | 567 | | | | 516 | | | | 51 | | | | 9 | | | | 3,786 | | | | 13 | | | | | | | | 606 | | | | 494 | | | | 112 | | | | 18 | | | | 3,295 | | | | 34 | | | | | |
| |
|
Phosphate | | | 239 | | | | 202 | | | | 37 | | | | 15 | | | | 1,129 | | | | 33 | | | | | | | | 179 | | | | 173 | | | | 6 | | | | 3 | | | | 869 | | | | 7 | | | | | |
| |
|
Potash | | | 118 | | | | 74 | | | | 44 | | | | 37 | | | | 1,110 | | | | 40 | | | | | | | | 98 | | | | 64 | | | | 34 | | | | 35 | | | | 887 | | | | 38 | | | | | |
| |
|
Sulphate and other products | | | 55 | | | | 28 | | | | 27 | | | | 49 | | | | 317 | | | | – | | | | | | | | 60 | | | | 41 | | | | 19 | | | | 32 | | | | 358 | | | | – | | | | | |
| |
|
North America Retail | | | 849 | | | | 593 | | | | 256 | | | | 30 | | | | – | | | | – | | | | | | | | 831 | | | | 574 | | | | 257 | | | | 31 | | | | – | | | | – | | | | | |
| |
|
Other | | | (78 | ) | | | (79 | ) | | | 1 | | | | (1 | ) | | | – | | | | – | | | | | | | | (74 | ) | | | (76 | ) | | | 2 | | | | (3 | ) | | | – | | | | – | | | | | |
| |
|
| | | 1,750 | | | | 1,334 | | | | 416 | | | | 24 | | | | 6,342 | | | | – | | | | | | | | 1,700 | | | | 1,270 | | | | 430 | | | | 25 | | | | 5,409 | | | | – | | | | | |
| |
|
International | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
|
Nitrogen | | | 206 | | | | 159 | | | | 47 | | | | 23 | | | | 1,890 | | | | 25 | | | | | | | | 239 | | | | 174 | | | | 65 | | | | 27 | | | | 1,863 | | | | 35 | | | | | |
| |
|
Potash | | | 40 | | | | 17 | | | | 23 | | | | 58 | | | | 488 | | | | 47 | | | | | | | | 40 | | | | 16 | | | | 24 | | | | 60 | | | | 470 | | | | 51 | | | | | |
| |
|
Sulphate and other products | | | 11 | | | | 8 | | | | 3 | | | | 27 | | | | 80 | | | | – | | | | | | | | 9 | | | | 6 | | | | 3 | | | | 33 | | | | 70 | | | | – | | | | | |
| |
|
South America Retail | | | 80 | | | | 50 | | | | 30 | | | | 38 | | | | – | | | | – | | | | | | | | 83 | | | | 58 | | | | 25 | | | | 30 | | | | – | | | | – | | | | | |
| |
|
Other | | | (4 | ) | | | (4 | ) | | | – | | | | – | | | | – | | | | – | | | | | | | | (8 | ) | | | (8 | ) | | | – | | | | – | | | | – | | | | – | | | | | |
| |
|
| | | 333 | | | | 230 | | | | 103 | | | | 31 | | | | 2,458 | | | | – | | | | | | | | 363 | | | | 246 | | | | 117 | | | | 32 | | | | 2,403 | | | | – | | | | | |
| |
|
Total | | | 2,083 | | | | 1,564 | | | | 519 | | | | 25 | | | | 8,800 | | | | – | | | | | | | | 2,063 | | | | 1,516 | | | | 547 | | | | 27 | | | | 7,812 | | | | – | | | | | |
| |
|
(a) 000s of tonnes |
| | | | |
Performance | | Supplementary financial, performance and other data | | Page 92 |
KEY RATIOS(millions of U.S. dollars, except per share amounts and ratios)
| | | | | | | | | | | | | | | | | | | | |
| | 2003 | | | 2002 | | | 2001 | | | 2000 | | | 1999 | |
|
Data | | | | | | | | | | | | | | | | | | | | |
|
Net sales | | | 2,499 | | | | 2,083 | | | | 2,063 | | | | 1,873 | | | | 1,716 | |
|
EBITDA | | | 396 | | | | 212 | | | | 172 | | | | 270 | | | | 224 | |
|
EBIT | | | 21 | | | | 64 | | | | 31 | | | | 163 | | | | 131 | |
|
Interest | | | 63 | | | | 68 | | | | 74 | | | | 37 | | | | 37 | |
|
Net earnings (loss) | | | (21 | ) | | | – | | | | (45 | ) | | | 82 | | | | 62 | |
|
Cash flow from operations | | | 189 | | | | 224 | | | | 87 | | | | 256 | | | | 160 | |
|
Working capital | | | 417 | | | | 318 | | | | 123 | | | | 9 | | | | 174 | |
|
Total assets | | | 2,273 | | | | 2,191 | | | | 2,398 | | | | 2,385 | | | | 1,974 | |
|
Total debt (bank indebtedness + long-term debt) | | | 735 | | | | 762 | | | | 980 | | | | 816 | | | | 677 | |
|
Shareholders’ equity | | | 821 | | | | 764 | | | | 743 | | | | 868 | | | | 753 | |
|
Enterprise value | | | 2,609 | | | | 2,078 | | | | 2,148 | | | | 2,641 | | | | 1,503 | |
|
Average shares outstanding – basic | | | 126 | | | | 123 | | | | 115 | | | | 112 | | | | 113 | |
|
Year-end shares outstanding | | | 127 | | | | 126 | | | | 115 | | | | 115 | | | | 112 | |
|
Year-end shares outstanding – diluted | | | 127 | | | | 126 | | | | 115 | | | | 132 | | | | 133 | |
|
Closing share price U.S. | | | 16.46 | | | | 11.31 | | | | 10.60 | | | | 14.63 | | | | 7.88 | |
|
Number of employees | | | 4,667 | | | | 4,829 | | | | 4,988 | | | | 4,958 | | | | 4,536 | |
|
North America Wholesale | | | 1,985 | | | | 2,104 | | | | 2,230 | | | | 2,208 | | | | 1,765 | |
|
North America Retail | | | 2,229 | | | | 2,202 | | | | 2,206 | | | | 2,271 | | | | 2,347 | |
|
Corporate | | | 250 | | | | 267 | | | | 263 | | | | 234 | | | | 218 | |
|
South America | | | 203 | | | | 256 | | | | 289 | | | | 245 | | | | 206 | |
|
Value Ratios (:1 except per share amounts) | | | | | | | | | | | | | | | | | | | | |
|
EBITDA per share | | | 3.14 | | | | 1.72 | | | | 1.50 | | | | 2.41 | | | | 1.98 | |
|
Price to earnings ratio (P/E) | | | – | | | | – | | | | – | | | | 23 | | | | 17 | |
|
Price to cash flow (P/CF) | | | 11 | | | | 6 | | | | 14 | | | | 6 | | | | 6 | |
|
Enterprise value to EBITDA | | | 7 | | | | 10 | | | | 12 | | | | 10 | | | | 7 | |
|
Price to book value | | | 3.5 | | | | 2.6 | | | | 2.3 | | | | 2.6 | | | | 1.5 | |
|
Shareholders’ equity to total assets | | | 0.4 | | | | 0.4 | | | | 0.3 | | | | 0.4 | | | | 0.4 | |
|
Book value per common share | | | 4.75 | | | | 4.31 | | | | 4.54 | | | | 5.63 | | | | 5.20 | |
|
Liquidity Ratios | | | | | | | | | | | | | | | | | | | | |
|
Quick ratio | | | 1.1 | | | | 0.9 | | | | 0.5 | | | | 0.5 | | | | 0.8 | |
|
Current ratio | | | 1.8 | | | | 1.9 | | | | 1.2 | | | | 1.0 | | | | 1.4 | |
|
Working capital to sales | | | 0.2 | | | | 0.2 | | | | 0.1 | | | | 0.0 | | | | 0.1 | |
|
Sales to total assets | | | 1.1 | | | | 1.0 | | | | 0.9 | | | | 0.8 | | | | 0.9 | |
|
Total asset turnover | | | 1.1 | | | | 0.9 | | | | 0.9 | | | | 0.9 | | | | 0.9 | |
|
Profitability Ratios | | | | | | | | | | | | | | | | | | | | |
|
Return on average invested capital (%) | | | 1 | | | | 3 | | | | 0 | | | | 7 | | | | 7 | |
|
Return on average common shareholders’ equity (%) | | | (5 | ) | | | (2 | ) | | | (10 | ) | | | 12 | | | | 10 | |
|
Debt Ratios (:1 except percentages) | | | | | | | | | | | | | | | | | | | | |
|
Debt-to-debt plus equity (%) | | | 47 | | | | 50 | | | | 57 | | | | 48 | | | | 47 | |
|
EBIT interest coverage | | | 0.3 | | | | 0.9 | | | | 0.4 | | | | 4.4 | | | | 3.5 | |
|
EBITDA interest coverage | | | 6.3 | | | | 3.1 | | | | 2.3 | | | | 7.3 | | | | 6.1 | |
DEFINITIONS
| | | | | | | | | | |
|
Quick ratio | | = | | | current asset – inventories
current liabilities | | |
|
Return on average common shareholders’ equity | | = | | net income (loss) – preferred security charges
average common shareholders’ equity | |
|
EBIT interest coverage | | = | | | EBIT
interest expense | | | |
|
EBITA interest coverage | | = | | | EBITDA
interest expense | | | |
|
Enterprise value | | = | | (total debt at book value, excluding preferred shares – cash) + (diluted shares outstanding × closing share price) |
|
Current ratio | | = | | | current assets
current liabilities | | | |
|
EBIT | | = | | earnings (loss) before interest expense and income taxes |
|
EBITDA | | = | | earnings (loss) before interest expense, income taxes, depreciation, amortization and asset impairment |
|
Debt-to-debt-plus-equity | | = | | long-term debt + bank indebtedness
long-term debt + shareholders’ equity + bank indebtedness |
|
Return on average invested capital | | = | | | EBIT after income taxes
average invested capital | | |
|
| | | | |
Capital stock and trading history | | Supplementary financial, performance and other data | | Page 93 |
COMMON SHARE DATA(millions, except per share amounts and where otherwise noted)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Q1 | | | Q2 | | | Q3 | | | Q4 | | | 2003 | | | 2002 | | | 2001 | | | 2000 | | | 1999 | |
|
Basic earnings (loss) per share | | | (0.07 | ) | | | 0.53 | | | | 0.18 | | | | (0.89 | ) | | | (0.25 | ) | | | (0.08 | ) | | | (0.49 | ) | | | 0.65 | | | | 0.47 | |
|
Diluted earnings (loss) per share | | | (0.07 | ) | | | 0.47 | | | | 0.17 | | | | (0.89 | ) | | | (0.25 | ) | | | (0.08 | ) | | | (0.49 | ) | | | 0.62 | | | | 0.46 | |
|
Weighted average common shares outstanding | | | 126 | | | | 126 | | | | 126 | | | | 126 | | | | 126 | | | | 123 | | | | 115 | | | | 112 | | | | 113 | |
|
Period end common shares outstanding | | | 126 | | | | 126 | | | | 126 | | | | 127 | | | | 127 | | | | 126 | | | | 115 | | | | 115 | | | | 112 | |
|
Weighted average diluted shares outstanding | | | 126 | | | | 147 | | | | 146 | | | | 126 | | | | 126 | | | | 123 | | | | 115 | | | | 132 | | | | 133 | |
|
Period end diluted shares outstanding | | | 126 | | | | 147 | | | | 145 | | | | 127 | | | | 127 | | | | 126 | | | | 115 | | | | 134 | | | | 134 | |
|
Canadian trading volume | | | 27 | | | | 28 | | | | 23 | | | | 44 | | | | 122 | | | | 105 | | | | 91 | | | | 90 | | | | 66 | |
|
U.S. trading volume | | | 18 | | | | 23 | | | | 21 | | | | 27 | | | | 89 | | | | 75 | | | | 77 | | | | 40 | | | | 38 | |
|
Total trading volume | | | 45 | | | | 51 | | | | 44 | | | | 71 | | | | 211 | | | | 180 | | | | 168 | | | | 130 | | | | 104 | |
|
Average share price C$ | | | 16.04 | | | | 15.76 | | | | 16.17 | | | | 19.99 | | | | 17.00 | | | | 15.40 | | | | 17.18 | | | | 14.29 | | | | 13.28 | |
|
Closing share price C$ | | | 15.75 | | | | 14.75 | | | | 17.17 | | | | 21.39 | | | | 21.39 | | | | 17.70 | | | | 16.85 | | | | 21.65 | | | | 11.20 | |
|
High share price C$ | | | 18.18 | | | | 16.90 | | | | 17.90 | | | | 21.47 | | | | 21.47 | | | | 17.85 | | | | 21.00 | | | | 21.95 | | | | 15.75 | |
|
Low share price C$ | | | 14.35 | | | | 14.28 | | | | 14.62 | | | | 16.88 | | | | 14.28 | | | | 12.66 | | | | 14.00 | | | | 10.00 | | | | 11.20 | |
|
Market capitalization C$ | | | 1,985 | | | | 1,859 | | | | 2,163 | | | | 2,717 | | | | 2,717 | | | | 2,230 | | | | 1,938 | | | | 2,490 | | | | 1,254 | |
|
Average share price U.S.$ | | | 10.63 | | | | 11.28 | | | | 11.72 | | | | 15.14 | | | | 12.21 | | | | 9.81 | | | | 11.11 | | | | 9.62 | | | | 8.93 | |
|
Closing share price U.S.$ | | | 10.75 | | | | 10.96 | | | | 12.56 | | | | 16.46 | | | | 16.46 | | | | 11.31 | | | | 10.60 | | | | 14.63 | | | | 7.88 | |
|
High share price U.S.$ | | | 11.65 | | | | 12.21 | | | | 13.10 | | | | 16.48 | | | | 16.48 | | | | 11.42 | | | | 13.94 | | | | 14.69 | | | | 10.63 | |
|
Low share price U.S.$ | | | 9.54 | | | | 10.57 | | | | 10.62 | | | | 12.50 | | | | 9.54 | | | | 8.02 | | | | 9.00 | | | | 6.75 | | | | 7.50 | |
|
Market capitalization U.S.$ | | | 1,355 | | | | 1,381 | | | | 1,593 | | | | 2,090 | | | | 2,090 | | | | 1,425 | | | | 1,219 | | | | 1,682 | | | | 883 | |
|
Dividends per share U.S.$ | | | 0.0¢ | | | | 5.5¢ | | | | 0.0¢ | | | | 5.5¢ | | | | 11¢ | | | | 11¢ | | | | 11¢ | | | | 11¢ | | | | 11¢ | |
|
DEBT RATING
| | | | | | | | | |
| | Senior Unsecured | | Preferred |
as at December 31, 2003 | | Notes and Debentures | | Security |
|
Moody’s Investors Service | | Baa2 | | Baa3 |
|
Dominion Bond Rating Service | | BBB | | Pfd – 3Y |
|
Standard & Poor’s | | BBB | | BB+ |
|
![(SHARE PRICE AND VOLUME HISTORY LINE CHART)](https://capedge.com/proxy/40-F/0001130319-04-000196/o11955o1195123.gif)
![(HISTORICAL SHARE PERFORMANCE LINE CHART)](https://capedge.com/proxy/40-F/0001130319-04-000196/o11955o1195124.gif)
| | | | |
General information | | Supplementary financial, performance and other data | | Page 94 |
ANNUAL PRODUCTION CAPACITY BY PRODUCT GROUP(000s of tonnes)
| | | | | | | | | | | | | | | | | | | | |
| | Nitrogen | | Phosphate | | Potash | | Sulphate | | Micronutrients |
|
Borger, Texas | | | 442 | | | | | | | | | | | | | | | | | |
|
Carseland, Alberta | | | 860 | | | | | | | | | | | | | | | | | |
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Conda, Idaho | | | | | | | 590 | | | | | | | | | | | | | |
|
Ft. Saskatchewan, Alberta | | | 650 | | | | | | | | | | | | | | | | | |
|
Homestead, Nebraska | | | 190 | | | | | | | | | | | | | | | | | |
|
Joffre, Alberta | | | 480 | | | | | | | | | | | | | | | | | |
|
Kenai, Alaska | | | 1,740 | | | | | | | | | | | | | | | | | |
|
Kennewick, Washington | | | 545 | | | | | | | | | | | | | | | | | |
|
Profertil, Argentina (a) | | | 585 | | | | | | | | | | | | | | | | | |
|
Redwater, Alberta | | | 1,365 | | | | 680 | | | | | | | | 300 | | | | | |
|
Reese, Michigan | | | | | | | | | | | | | | | | | | | 27 | |
|
Standard/Granum, Alberta | | | 120 | | | | | | | | | | | | | | | | | |
|
Vanscoy, Saskatchewan | | | | | | | | | | | 1,790 | | | | | | | | | |
|
West Sacramento, California | | | 185 | | | | | | | | | | | | | | | | | |
|
Total | | | 7,162 | | | | 1,270 | | | | 1,790 | | | | 300 | | | | 27 | |
|
(a) | | Represents 50% Profertil S.A. production |
NUTRIENT TONNES
| | |
|
Metric tonne | | 2204.6 pounds or 1,000 kilograms, used for offshore sales. |
|
Nutrient tonne | | Measures the nutrient content of potassium, phosphate and nitrogen nutrients; consists of Nitrogen N tonnes, Phosphate P2O5 tonnes and Potash K2O tonnes. |
|
Product tonne | | Standard measure of the weights of all types of nitrogen, phosphate and potash products. |
|
PRODUCTION FACTORS
| | | | | | |
|
Ammonia (82% N) | | production of 1 tonne of ammonia requires: |
|
| | | n | | 32-38 MMBtu of natural gas |
|
Urea (46% N) | | production of 1 tonne of urea requires: |
|
| | | n | | 0.58 tonnes of ammonia |
|
| | | n | | 0.76 tonnes of carbon dioxide |
|
Ammonium Nitrate (34% N) | | production of 1 tonne of 34% N ammonium nitrate requires: |
|
| | | n | | 0.21 tonnes of ammonia |
|
| | | n | | 0.78 tonnes of nitric acid |
|
| | | | | | 1 tonne of nitric acid requires: |
|
| | | | | | 0.226 tonnes of ammonia |
|
UAN (32% N) | | production of 1 tonne of UAN requires: |
|
| | | n | | 0.44 tonnes of ammonium nitrate |
|
| | | n | | 0.35 tonnes of urea |
|
MAP (monoammonium phosphate) | | production of 1 tonne of MAP requires: |
|
| | | n | | 0.15 tonnes of ammonia |
|
| | | n | | 1.35 tonnes of 40% P2O5 phosphoric acid |
|
| | | | | | 1 tonne of 40% P2O5 acid requires: |
|
| | | | | | 1.32 tonnes of phosphate rock |
|
| | | | | | 1.12 tonnes of sulphuric acid |
|