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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-10351
POTASH CORPORATION OF SASKATCHEWAN INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
SASKATCHEWAN, CANADA N/A
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
122 - 1ST AVENUE SOUTH S7K 7G3
SASKATOON, SASKATCHEWAN, CANADA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
306-933-8500
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES [X] NO [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
As at April 30, 2001, Potash Corporation of Saskatchewan Inc. (the
"Company") had 51,864,099 Common Shares outstanding.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
These interim consolidated financial statements do not include all
disclosures normally provided in annual financial statements and should be read
in conjunction with the most recent annual financial statements. In management's
opinion, the unaudited financial information includes all adjustments
(consisting solely of normal recurring adjustments) necessary to present fairly
such information. Interim results are not necessarily indicative of the results
expected for the fiscal year.
POTASH CORPORATION OF SASKATCHEWAN INC.
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(IN MILLIONS OF U.S. DOLLARS)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31
2001 2000
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Net sales $602.4 $590.6
Cost of goods sold 466.3 456.9
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GROSS MARGIN 136.1 133.7
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Selling and administrative 25.4 22.2
Provincial mining and other taxes 14.8 26.2
Foreign exchange gain (9.1) (1.4)
Other income (11.5) (19.9)
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19.6 27.1
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OPERATING INCOME 116.5 106.6
INTEREST EXPENSE 15.8 14.5
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INCOME BEFORE INCOME TAXES 100.7 92.1
INCOME TAXES (NOTE 4) 38.3 20.5
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NET INCOME 62.4 71.6
RETAINED EARNINGS, BEGINNING OF PERIOD 570.5 424.4
DIVIDENDS (13.0) (13.3)
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RETAINED EARNINGS, END OF PERIOD $619.9 $482.7
================================================================================
NET INCOME PER SHARE (NOTE 5)
BASIC $ 1.20 $ 1.34
FULLY DILUTED $ 1.19 $ 1.33
================================================================================
DIVIDENDS PER SHARE (NOTE 6) $ 0.25 $ 0.25
================================================================================
(See Notes to the Consolidated Financial Statements)
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POTASH CORPORATION OF SASKATCHEWAN INC.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(IN MILLIONS OF U.S. DOLLARS)
MARCH 31, DECEMBER 31,
2001 2000
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(UNAUDITED)
ASSETS
Current Assets
Cash and cash equivalents $ 114.0 $ 100.0
Accounts receivable 322.5 326.6
Inventories (Note 3) 479.9 406.2
Prepaid expenses 51.7 38.9
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968.1 871.7
Property, plant and equipment 2,883.5 2,910.1
Goodwill 105.7 106.4
Other assets 262.7 257.5
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$4,220.0 $4,145.7
=========================================================================================
LIABILITIES
Current Liabilities
Short-term debt $ 533.2 $ 488.8
Accounts payable and accrued charges 493.5 525.9
Current portion of long-term debt 5.7 5.7
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1,032.4 1,020.4
Long-term debt 413.7 413.7
Future income tax liability 451.5 435.1
Accrued post-retirement/post-employment benefits 170.7 175.1
Accrued reclamation costs 82.7 83.0
Other non-current liabilities and deferred credits 5.6 6.3
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2,156.6 2,133.6
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SHAREHOLDERS' EQUITY
Share Capital 1,179.3 1,177.4
Unlimited authorization of common shares without par
value; issued and outstanding 51,863,349 and 51,840,572
at March 31, 2001 and December 31, 2000, respectively
Contributed Surplus 264.2 264.2
Retained Earnings 619.9 570.5
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2,063.4 2,012.1
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$4,220.0 $4,145.7
=========================================================================================
(See Notes to the Consolidated Financial Statements)
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POTASH CORPORATION OF SASKATCHEWAN INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
(IN MILLIONS OF U.S. DOLLARS)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31
2001 2000
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OPERATING ACTIVITIES
Net income $ 62.4 $ 71.6
Items not affecting cash
Depreciation and amortization 45.3 49.5
Gain on disposal of assets (1.0) (16.3)
Provision for future income tax 23.0 8.2
Provision for post-retirement/post-employment benefits (4.6) 1.2
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125.1 114.2
CHANGES IN NON-CASH OPERATING WORKING CAPITAL
Accounts receivable 4.1 (24.1)
Inventories (73.4) 20.7
Prepaid expenses (12.8) (9.1)
Accounts payable and accrued charges (19.9) 26.9
Current income taxes (18.7) 1.2
Accrued reclamation costs (0.7) (1.5)
Other non-current liabilities and deferred credits (0.4) 6.0
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CASH PROVIDED BY OPERATING ACTIVITIES 3.3 134.3
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INVESTING ACTIVITIES
Additions to property, plant and equipment (15.9) (29.4)
Acquisition of Albright & Wilson Company -- (32.0)
Proceeds from disposal of assets -- 3.1
Additions to other assets (6.5) (17.7)
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CASH USED IN INVESTING ACTIVITIES (22.4) (76.0)
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CASH (DEFICIENCY) BEFORE FINANCING ACTIVITIES (19.1) 58.3
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FINANCING ACTIVITIES
Repayment of long-term debt -- (0.3)
Proceeds from short-term debt 44.2 138.1
Repayment of short-term debt -- (144.0)
Dividends (13.0) (13.3)
Repurchase of shares -- (54.4)
Issuance of shares 1.9 0.4
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CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 33.1 (73.5)
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INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 14.0 (15.2)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 100.0 44.0
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CASH AND CASH EQUIVALENTS, END OF PERIOD $114.0 $ 28.8
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Supplemental cash flow disclosure
Interest paid $ 10.2 $ 8.7
Income taxes paid $ 28.7 $ 9.7
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(See Notes to the Consolidated Financial Statements)
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POTASH CORPORATION OF SASKATCHEWAN INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(IN MILLIONS OF U.S. DOLLARS)
(UNAUDITED)
1. SIGNIFICANT ACCOUNTING POLICIES
The Company's accounting policies are in accordance with accounting
principles generally accepted in Canada ("Canadian GAAP"). These policies are
consistent with accounting principles generally accepted in the United States
("US GAAP") except as outlined in Note 9. The accounting policies used in
preparing these interim financial statements are consistent with those used in
the preparation of the annual financial statements.
BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Potash
Corporation of Saskatchewan Inc. (PCS) and its principal operating subsidiaries
(the "Company" except to the extent the context otherwise requires):
-- PCS Sales (Canada) Inc.
-- PCS Joint Venture, L.P.
-- PCS Sales (USA), Inc.
-- PCS Phosphate Company, Inc.
-- PCS Purified Phosphates
-- White Springs Agricultural Chemicals, Inc.
-- PCS Nitrogen, Inc.
-- PCS Nitrogen Fertilizer, L.P.
-- PCS Nitrogen Ohio, L.P.
-- PCS Nitrogen Limited
-- PCS Nitrogen Fertilizer Limited
-- PCS Nitrogen Trinidad Limited
-- PCS Cassidy Lake Company
-- PCS Yumbes S.C.M.
-- PCS Fosfatos do Brasil Ltda.
2. CHANGE IN ACCOUNTING POLICY
The Company has adopted the provisions of section 3500 of the Canadian
Institute of Chartered Accountants Handbook "Earnings Per Share". This
pronouncement requires that fully diluted earnings per share be calculated using
the treasury stock method rather than the imputed earnings method. The effect of
this change in method on fully diluted earnings per share is not significant in
any of the periods presented.
3. INVENTORIES
MARCH 31, DECEMBER 31,
2001 2000
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(UNAUDITED)
Finished product $172.1 $131.5
Materials and supplies 115.3 114.5
Raw materials 40.8 16.9
Work in process 151.7 143.3
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$479.9 $406.2
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4. INCOME TAXES
The Company's effective consolidated income tax rate for the first quarter
of 2001 approximates 38 percent. In 2000, this rate was 27 percent; however, the
gain on the sale of the shares of Moab Salt Inc. in February 2000 (for which
there was no tax effect) resulted in a lower rate.
5. NET INCOME PER SHARE
Basic net income per share for the period is calculated on the weighted
average shares issued and outstanding for the three months ended March 31, 2001
of 51,860,000 (2000 -- 53,420,000). Fully diluted net income per share is
calculated based on the weighted average shares issued and outstanding during
the period, adjusted by the total of the additional common shares that would
have been issued assuming exercise of all share options with exercise prices at
or below the average market price for the period. Weighted average shares
outstanding for the fully diluted net income per share calculation were
52,233,000 (2000 -- 53,657,000).
6. DIVIDENDS
Prior to June 30, 1999 the Company declared its dividends in Canadian
dollars. Subsequent to that date, the Company has declared its dividends in US
dollars.
7. SEGMENT INFORMATION
The Company has three reportable business segments: potash, phosphate and
nitrogen. These business segments are differentiated by the chemical nutrient
contained in the product that each produces. Inter-segment net sales are made
under terms which approximate market prices.
THREE MONTHS ENDED MARCH 31, 2001
(UNAUDITED)
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POTASH PHOSPHATE NITROGEN ALL OTHERS CONSOLIDATED
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Net sales -- third party $125.5 $182.0 $294.9 $ -- $602.4
Inter-segment net sales 2.6 1.3 13.8 -- --
Gross margin 53.1 22.3 60.7 -- 136.1
Depreciation and amortization 9.3 17.1 16.0 2.9 45.3
THREE MONTHS ENDED MARCH 31, 2000
(UNAUDITED)
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POTASH PHOSPHATE NITROGEN ALL OTHERS CONSOLIDATED
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Net sales -- third party $181.4 $205.7 $203.5 $ -- $590.6
Inter-segment net sales 3.8 0.6 12.8 -- --
Gross margin 93.5 27.3 12.9 -- 133.7
Depreciation and amortization 12.7 16.5 15.8 4.5 49.5
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8. PLANT CLOSURES AND OFFICE CONSOLIDATION
On January 19, 2001, the Company suspended all DAP production at its White
Springs, Florida operations and on January 15, 2001 permanently closed its
Davenport, Iowa phosphate feed plant.
In the third quarter of 1999, the Board of Directors of the Company
approved a plan to close nitrogen plants at Clinton, Iowa and LaPlatte,
Nebraska; a phosphate feed plant at Saltville, Virginia; and a phosphate
terminal at Jacksonville, Florida. The Company also began the consolidation of
its Raleigh, North Carolina and Memphis, Tennessee administrative offices with
its office in Northbrook, Illinois.
BALANCE BALANCE
DECEMBER 31, AMOUNT RESERVE MARCH 31,
2000 PAID UTILIZED ADJUSTMENTS 2001
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PLANT CLOSURES
Severance $ 9.2 $ (6.7) $ -- $ -- $ 2.5
Decommissioning 4.3 (4.1) -- -- 0.2
Environmental remediation 0.5 -- -- -- 0.5
Non-cash parts inventory writedown 1.8 -- (0.5) -- 1.3
Non-cash writedown of property, plant
and equipment 36.6 -- -- -- 36.6
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52.4 (10.8) (0.5) -- 41.1
OFFICE CONSOLIDATION
Severance 1.0 -- -- (1.0) --
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$53.4 $(10.8) $(0.5) $(1.0) $41.1
======================================================================================================
Demolition activity at Clinton is in process. The Company is attempting to
sell this property and therefore certain structures which add value to the site
will not be demolished at this time. The Company has received an offer for the
sale of the LaPlatte plant site. If this sale is completed, it is not expected
that there will be any significant further environmental or decommissioning
activities required relating to this site. If the sale is not completed,
demolition is expected to start in the second quarter of 2001. No employees
remain at either site.
The Company is currently in negotiations for the sale of the Saltville
site. Dismantling procedures are now complete. The office consolidation is also
complete.
9. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
A description of certain significant differences between Canadian GAAP and
US GAAP follows:
MARKETABLE SECURITIES: The Company's investment in Israel Chemicals Ltd.
("ICL") is stated at cost. US GAAP would require that this investment be
classified as available-for-sale and be stated at market value.
PROPERTY, PLANT AND EQUIPMENT AND GOODWILL: The net book value of
property, plant and equipment and goodwill under Canadian GAAP is higher than
under US GAAP as provisions for asset impairment under Canadian GAAP were
measured based on the undiscounted cash flow from use together with the residual
value of the assets. Under US GAAP they were measured based on fair value, which
was lower than the undiscounted cash flow from use together with the residual
value of the assets.
PRE-OPERATING COSTS: Operating costs incurred during the start-up phase of
new projects are deferred until commercial production levels are reached, at
which time they are amortized over the estimated life of the project. US GAAP
would require that these costs be expensed as incurred.
FOREIGN CURRENCY TRANSLATION ADJUSTMENT: The foreign currency translation
adjustment results from the restatement of prior periods so that all periods
presented are in the same reporting currency. US GAAP requires that the
comparative Consolidated Statements of Income and the Consolidated Statements of
Cash Flow be translated using weighted average exchange rates for the applicable
periods. In contrast, the Consolidated Statements of Financial Position are
translated using the exchange rates at the end of the
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applicable periods in accordance with Canadian GAAP. The difference in these
exchange rates is what gives rise to the foreign currency translation
adjustment.
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES: The Company's derivative
instruments which have not yet been settled are not recognized in the financial
statements and gains or losses arising from settled hedging transactions are
deferred as a component of inventory until the product containing the hedged
item is sold, at which time both the natural gas purchase cost and the related
hedging deferral are recorded as cost of sales. US GAAP would require that
derivative instruments be recorded at fair value in the balance sheet with the
change in fair value of instruments designated as cash flow hedges recorded as
Other Comprehensive Income ("OCI").
NET SALES: Sales are recorded net of freight costs (less related revenues)
and transportation and distribution expenses. US GAAP would require that net
freight costs be included in cost of sales and transportation and distribution
expenses be reported as operating expenses.
COMPREHENSIVE INCOME: Comprehensive income is not recognized under
Canadian GAAP. US GAAP would require the recognition of comprehensive income.
DEPRECIATION AND AMORTIZATION: Depreciation and amortization under
Canadian GAAP is higher than under US GAAP as the net book values of property,
plant and equipment and goodwill under Canadian GAAP are higher than under US
GAAP.
PROVISION FOR PLANT CLOSURES: The provision for plant closures under
Canadian GAAP in 2000 included severance expense, which was accrued when
management having the appropriate authority approved the plan. US GAAP would
require that severance not be accrued until the plan was announced to the
employees. Under US GAAP severance is being expensed as paid in 2001.
STOCK-BASED COMPENSATION: In 1995, the Financial Accounting Standards
Board issued Statement No. 123 "Accounting for Stock-Based Compensation". The
Company has decided to continue to apply APB Opinion 25 for measurement of
compensation of employees.
THE APPLICATION OF US GAAP, AS DESCRIBED ABOVE, WOULD HAVE HAD THE
FOLLOWING APPROXIMATE EFFECTS ON NET INCOME, NET INCOME PER SHARE, TOTAL ASSETS
AND SHAREHOLDERS' EQUITY:
THREE MONTHS ENDED
MARCH 31,
2001 2000
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(UNAUDITED)
Net income as reported -- Canadian GAAP $62.4 $71.6
Items increasing (decreasing) reported net income
Pre-operating costs (3.7) (2.7)
Depreciation and amortization 2.4 2.5
Provision for plant closures (6.7) --
Future income taxes 3.0 --
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Approximate net income -- US GAAP $57.4 $71.4
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Weighted average shares outstanding -- US GAAP 51,860,000 53,420,000
======================================================================================
Approximate basic net income per share -- US GAAP $1.11 $1.34
======================================================================================
Approximate fully diluted net income per share -- US GAAP $1.10 $1.33
======================================================================================
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MARCH 31, DECEMBER 31,
2001 2000
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(UNAUDITED)
Total assets as reported -- Canadian GAAP $4,220.0 $4,145.7
Items increasing (decreasing) reported total assets
Available-for-sale security (unrealized holding gain) 23.0 41.7
Fair value of natural gas hedging contracts 151.5 --
Property, plant and equipment (158.1) (160.2)
Pre-operating costs (27.6) (23.9)
Goodwill (47.7) (48.0)
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Approximate total assets -- US GAAP $4,161.1 $3,955.3
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MARCH 31, DECEMBER 31,
2001 2000
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(UNAUDITED)
Total shareholders' equity as reported -- Canadian GAAP $2,063.4 $2,012.1
Items increasing (decreasing) reported shareholders' equity
Other comprehensive income, net of tax
Available for sale security 16.5 28.1
Fair value of natural gas hedging contracts 93.9 --
Pre-operating costs (27.6) (23.9)
Provision for plant closures 2.3 9.0
Provision for asset impairment (218.0) (218.0)
Depreciation and amortization 12.2 9.8
Future income taxes 55.3 52.3
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Approximate shareholders' equity -- US GAAP $1,998.0 $1,869.4
==========================================================================================
NEW ACCOUNTING PRONOUNCEMENTS
Effective January 1, 2001, the Company has adopted SFAS 133. The adoption
of this pronouncement has not had a significant impact on the results of
operations as the Company's hedges have been highly effective. The impact of
SFAS 133 on the statement of financial position has been significant and is set
out in the above tables.
Effective January 1, 2001, the Company also adopted SEC Staff Accounting
Bulletin ("SAB") No. 101 "Revenue Recognition in Financial Statements". This SAB
did not have a significant effect on the Company's results of operations or
financial position.
SFAS 133 DISCLOSURES
The Company's natural gas purchase strategy is based on diversification of
price for its total gas requirements. Its objective is to acquire a reliable
supply of natural gas feedstock and fuel on a location adjusted, cost
competitive basis in a manner that minimizes volatility without undue risk. It
employs derivative instruments including futures, swaps and option agreements in
order to establish the cost on a portion of its natural gas requirements. These
instruments are intended to hedge the future cost of the committed and
anticipated natural gas purchases for its US nitrogen plants. The maximum period
for these hedges cannot exceed five years. The Company uses these instruments to
reduce price risk, not for speculative purposes.
The Company has designated its natural gas derivative instruments as cash
flow hedges. The gain or loss of an effective cash flow hedge is deferred in OCI
until such time as the natural gas that it relates to is used in production, at
which time the gain or loss is reclassified from OCI to cost of sales. In the
first quarter of 2001,
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$37.2 million of gains was recognized in cost of sales. Of the deferred gains at
the quarter end, approximately $82.2 million will be reclassified to cost of
sales within the next twelve months.
10. SEASONALITY
The Company's sales of fertilizer are seasonal. Typically, the second
quarter of the year is when fertilizer sales will be highest, due to the North
American spring planting season. However, planting conditions and the timing of
customer purchases will vary each year and sales can be expected to shift from
one quarter to another.
11. COMPARATIVE FIGURES
Certain of the prior period's figures have been reclassified to conform
with the current period's presentation.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The narrative included under this Management's Discussion and Analysis of
Financial Condition and Results of Operations has been prepared on a nutrient
basis with reference to the consolidated financial statements reported under
Canadian GAAP.
OVERVIEW
THREE MONTHS ENDED MARCH 31
($MILLIONS) % OF % OF %
- ----------- 2001 NET SALES 2000 NET SALES CHANGE
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Net Sales $602.4 100 $590.6 100 --
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Gross Margin $136.1 23 $133.7 23 --
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Operating Income $116.5 19 $106.6 18 6
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Net Income $ 62.4 10 $ 71.6 12 (17)
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Net Income per Share (dollars) $ 1.20 -- $ 1.34 -- (10)
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The nitrogen segment led the way in the first quarter of 2001. Nitrogen
fertilizer prices increased dramatically over the same period last year and in
comparison to the trailing quarter. This resulted in record nitrogen sales
revenue and an increase in nitrogen gross margin that was large enough to more
than offset declines in the gross margin provided by the potash and phosphate
segments. This, again, reinforces the soundness of the Company's three-nutrient
strategy. Potash prices were stable compared to the same quarter last year, but
volumes in both offshore and domestic markets were lower, resulting in lower
gross margin. Phosphate gross margin was also lower than in the first quarter of
2000. Phosphate prices were higher than the same period a year ago, but costs
were up.
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POTASH
THREE MONTHS ENDED MARCH 31
2001 2000 % CHANGE
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AVERAGE AVERAGE AVERAGE
DOLLARS TONNES PRICE DOLLARS TONNES PRICE PRICE
(MILLIONS) (000'S) PER MT (MILLIONS) (000'S) PER MT DOLLARS TONNES PER MT
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Net Sales
North American $ 59.2 714 $82.94 $ 72.7 921 $78.88 (18) (22) 5
Offshore 66.3 767 $86.48 108.7 1,313 $82.81 (39) (42) 4
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125.5 1,481 $84.77 181.4 2,234 $81.19 (31) (34) 4
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Cost of Sales
Cash costs 63.1 $42.54 75.2 $33.66 (16) 26
Depreciation and
amortization 9.3 $ 6.33 12.7 $ 5.67 (27) 12
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72.4 $48.87 87.9 $39.33 (18) 24
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Gross Margin $ 53.1 $35.90 $ 93.5 $41.86 (43) (14)
=========================================================================================================================
As expected, potash sales volumes were down compared to the record sales
volumes of first quarter 2000. In the offshore markets, China did not purchase
at the same pace as in 2000 due to inventory carry-overs from last year.
Malaysia and Indonesia also purchased less as the price for palm oil declined.
Domestically, wet weather has delayed the spring planting season (compared to an
early spring last year), resulting in fewer domestic sales tonnes. In addition,
dealers favored storing urea as they anticipated tight supply and higher prices.
The increase in offshore sales prices is primarily due to product mix as there
were fewer sales to China, which tends to purchase lower-priced standard grade
product. Domestic prices, which are up on a quarter-over-quarter basis, but down
compared to the trailing quarter, faced some downward pricing pressures due to
the late spring season and higher imports from the Former Soviet Union (FSU).
In keeping with the Company's strategy of reducing production in tandem
with sales, it produced 28 percent less potash in this first quarter than in the
first quarter of last year. This increased the per unit cost of potash sold.
Other factors contributing to increased costs were higher natural gas prices and
a significant increase in the number of shutdown weeks (from 2 weeks in the
first quarter of 2000 to 17 weeks this quarter).
PHOSPHATE
THREE MONTHS ENDED MARCH 31
2001 2000 % CHANGE
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AVERAGE AVERAGE AVERAGE
DOLLARS TONNES PRICE DOLLARS TONNES PRICE PRICE
(MILLIONS) (000'S) PER MT (MILLIONS) (000'S) PER MT DOLLARS TONNES PER MT
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Net Sales
Fertilizer -- liquids $ 42.8 200 $213.85 $ 54.7 270 $202.83 (22) (26) 5
Fertilizer -- DAP 42.1 271 $155.01 63.5 423 $149.94 (34) (36) 3
Feed 55.9 230 $242.82 56.6 240 $235.86 (1) (4) 3
Industrial 41.2 125 $330.40 30.9 109 $283.96 33 14 16
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182.0 826 $220.19 205.7 1,042 $197.44 (12) (21) 12
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Cost of Sales
Cash costs 142.6 $172.64 161.9 $155.37 (6) 11
Depreciation and
amortization 17.1 $ 20.58 16.5 $ 15.86 4 30
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159.7 $193.22 178.4 $171.23 (10) 13
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Gross Margin $ 22.3 $ 26.97 $ 27.3 $ 26.21 (18) 3
==========================================================================================================================
The phosphate fertilizer market remained weak throughout the quarter,
affected by poor world supply/ demand fundamentals. However, the Company
continued to generate good trough-level earnings due to the contribution from
its higher-margin feed and industrial businesses.
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Higher industrial sales volumes as compared to first quarter 2000 were
primarily due to the additional sales provided by the purchase of the remaining
50 percent interest in Albright & Wilson Company (A&W) near the end of the first
quarter last year. Higher industrial prices are also due to this acquisition as
the Company now sells an upgraded product that is higher-priced. Feed prices
remained firm during the quarter and are gradually increasing. In the offshore
markets, sales volumes of DAP declined in China and India due to inventory
carry-over and increased internal production, while new capacity entered the
market. Domestic fertilizer sales volumes declined, due primarily to the late
spring season. Domestic DAP prices firmed mainly due to production curtailments
by various US producers.
The phosphate fertilizer business was also hurt by high costs for ammonia,
a key DAP input. The poor DAP situation caused PCS to suspend production of this
solid phosphate fertilizer at White Springs early in the quarter. This resulted
in fewer production tonnes over which to allocate fixed costs, increasing unit
costs.
NITROGEN
THREE MONTHS ENDED MARCH 31
2001 2000 % CHANGE
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AVERAGE AVERAGE AVERAGE
DOLLARS TONNES PRICE DOLLARS TONNES PRICE PRICE
(MILLIONS) (000'S) PER MT (MILLIONS) (000'S) PER MT DOLLARS TONNES PER MT
- -------------------------------------------------------------------------------------------------------------------------
Net Sales
Ammonia $ 99.1 419 $236.37 $ 37.3 293 $127.45 165 43 85
Urea 80.2 391 $205.07 59.5 437 $136.00 35 (11) 51
Solutions 39.5 323 $122.40 27.5 436 $ 63.17 43 (26) 94
Other 40.4 516 $ 78.36 35.8 506 $ 70.63 13 2 11
- -------------------------------------------------------------------------------------------------------------------------
259.2 1,649 $157.17 160.1 1,672 $ 95.75 62 (1) 64
Purchased 35.7 189 $189.55 43.4 339 $128.09 (18) (44) 48
- -------------------------------------------------------------------------------------------------------------------------
$294.9 1,838 $160.49 $203.5 2,011 $101.18 45 (9) 59
=========================================================================================================================
Fertilizer $158.4 910 $174.15 $111.0 1,102 $100.73 43 (18) 73
Non-fertilizer 136.5 928 $147.10 92.5 909 $101.72 48 2 45
- -------------------------------------------------------------------------------------------------------------------------
294.9 1,838 $160.49 203.5 2,011 $101.18 45 (9) 59
- -------------------------------------------------------------------------------------------------------------------------
Cost of Sales
Cash costs 218.2 $118.77 174.8 $ 86.92 25 37
Depreciation and
amortization 16.0 $ 8.71 15.8 $ 7.85 1 11
- -------------------------------------------------------------------------------------------------------------------------
234.2 $127.48 190.6 $ 94.77 23 35
- -------------------------------------------------------------------------------------------------------------------------
Gross Margin $ 60.7 $ 33.01 $ 12.9 $ 6.41 373 415
=========================================================================================================================
Prices for all nitrogen products were significantly higher than in the
first quarter of 2000 and the trailing quarter. Gross margin also benefited from
more Trinidad production and fewer purchased tonnes as the Company operated all
four of its Trinidad plants in this quarter; last year, two plants were shut
down while a new gas contract was negotiated.
Overall, nitrogen sales volumes were down due to unanticipated plant
outages at Geismar and Memphis. Total ammonia sales volumes were down, primarily
due to the late direct application season and a general reduction in US DAP
production. Lower Company inventories combined with more competition from
imports caused UAN volumes to fall. Urea volumes decreased, due in part to the
delay in the spring season and the plant outage at Memphis. Sales were also
affected by imports from the FSU, which increased during the quarter.
Non-fertilizer sales volumes increased from 45 percent of total sales
volumes in first quarter 2000 to 50 percent this quarter, while non-fertilizer
sales revenues increased marginally from 45 percent to 46 percent over the same
period.
The average per-unit cost of natural gas in the first quarter of this year
has increased significantly over the comparable period last year. This is the
principal cause of the increase in the per unit cost of sales compared to
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13
last year's first quarter. However, due to the Company's North American hedging
program and its Trinidad natural gas contracts, its average natural gas input
cost for the first quarter was $3.53 per MMBtu. This is far below the average
NYMEX price of $7.09 per MMBtu during the same period.
EXPENSES
THREE MONTHS
ENDED
MARCH 31
- --------------------------------------------------------------------------------------
%
($MILLIONS) 2001 2000 CHANGE
- --------------------------------------------------------------------------------------
Selling and Administrative $25.4 $22.2 14
Provincial Mining and Other Taxes 14.8 26.2 (44)
Interest 15.8 14.5 9
Income Taxes 38.3 20.5 87
Selling and administrative expenses have increased due to the timing of
expenditures for professional fees and increased compensation costs due to
salary increases and new hirings of former Albright & Wilson Company employees
after the acquisition in March 2000.
Saskatchewan's Potash Production Tax is comprised of a base tax per tonne
of product sold and an additional tax based on mine-by-mine profits. The New
Brunswick division and the Saskatchewan divisions pay a provincial Crown
royalty, which is accounted for in cost of goods sold. The decrease in
Provincial Mining and Other Taxes for the quarter is primarily due to reduced
Saskatchewan-sourced sales.
Interest expense increased in the first quarter of 2001 due to an increase
in short-term debt relating to the Company's commercial paper program. The
weighted average interest rate on short-term debt outstanding in the first
quarter of 2001 was 5.9 percent (2000 -- 6.2 percent) This increase in
short-term interest expense was offset in part by reduced interest expense on
long-term debt. Weighted average long-term debt outstanding in the first quarter
of 2001 was $419.3 million, compared to $444.3 million in 2000. The weighted
average interest rate on the long-term debt outstanding was 7.0 percent in the
first quarter of 2001 (2000 -- 6.8 percent).
The effective consolidated tax rate for the first quarter of 2001 was 38
percent (2000 -- 27 percent, exclusive of the gain on sale of Moab Salt Inc.,
for which there was no tax effect) of income before income taxes. The increase
in the effective rate is primarily due to a reduction in additional tax
deductions and the geographic mix of earnings. The current/deferred tax split
for the period approximates 40 percent current and 60 percent deferred.
ANALYSIS OF FINANCIAL CONDITION AND CASH FLOW
THREE MONTHS
ENDED
MARCH 31
- ---------------------------------------------------------------------------------------
%
($MILLIONS) 2001 2000 CHANGE
- ---------------------------------------------------------------------------------------
Cash provided by operating activities $ 3.3 $134.3 (98)
Cash used in investing activities $22.4 $ 76.0 (71)
Cash provided by (used in) financing activities $33.1 $(73.5) 145
The decrease in cash provided by operating activities in the first three
months of 2001, as compared with 2000, was primarily due to an increase in
working capital of $84.4 million in 2001 (the majority of which was in
inventory) versus 2000 when working capital decreased by $15.4 million in the
first quarter.
The decrease in cash used in investing activities was mainly due to the
purchase of Albright & Wilson ($32.0 million) and the purchase of rights to
certain manufacturing technology ($11.1 million), each of which occurred in
2000.
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Short-term debt provided a source for financing the increase in working
capital. The Company paid dividends of $13.0 million in the first three months
of 2001 (2000 -- $13.3 million). In 2000, the Company was utilizing funds to
repurchase shares under the share repurchase program.
The Company has a syndicated credit facility which provides for unsecured
advances of up to $500.0 million (less the amount of commercial paper
outstanding), none of which was outstanding at March 31, 2001. In addition, the
Company has short-term lines of credit for up to $287.5 million in borrowing
(less letters of credit of $26.9 million), of which $100.0 million was
outstanding at March 31, 2001. The Company is authorized to borrow up to a
maximum of $500.0 million under the commercial paper program, of which $433.2
was outstanding at March 31, 2001. The Company may also issue up to an
additional $600.0 million in unsecured debt securities under its existing shelf
registration statement.
The Company believes that internally generated cash flow, supplemented by
borrowing from existing financing sources, will be sufficient to meet the
Company's anticipated capital expenditures and other cash requirements,
exclusive of any possible acquisitions, in 2001.
PLANT CLOSURES AND OFFICE CONSOLIDATION
2000
On January 19, 2001, the Company suspended all DAP production at its White
Springs, Florida operations and on January 15, 2001 permanently closed its
Davenport, Iowa phosphate feed plant. The Company believes that it can sell the
Davenport property by year-end without incurring any significant environmental
or decommissioning costs. The Company expects that there will be no significant
decommissioning costs associated with the suspension of DAP production at White
Springs.
1999
In the third quarter of 1999, the Board of Directors of the Company
approved a plan to close nitrogen plants at Clinton, IA and LaPlatte, NE; a
phosphate feed plant at Saltville, VA; and a phosphate terminal at Jacksonville,
FL. The Company also began the consolidation of its Raleigh, NC and Memphis, TN
administrative offices with its office in Northbrook, IL.
Demolition activity at Clinton is in process. The Company is attempting to
sell this property and therefore certain structures which add value to the site
will not be demolished at this time. The Company has received an offer for the
sale of the LaPlatte plant site. If this sale is completed, it is not expected
that there will be any significant further environmental or decommissioning
activities required relating to this site. If the sale is not completed
demolition is expected to start in the second quarter of 2001. No employees
remain at either site.
The Company is currently in negotiations for the sale of the Saltville
site. Dismantling procedures are complete. The office consolidation is complete.
OUTLOOK
The immediate future is filled with uncertainties regarding potash volumes
and nitrogen prices. Domestic potash sales volumes in the second quarter of 2001
will be affected primarily by the strength of the spring season, which is late
this year. It is too early to say whether this will result in lost sales tonnes.
Offshore, it will be difficult to match last year's volumes due to a lackluster
outlook for this year's sales to Asia and last year's record sales to China and
Brazil.
PCS continues to operate its potash mines by matching production to
anticipated sales demand. The Company is currently planning the same number of
shutdown weeks in the second quarter of 2001 as in second quarter 2000 (6
weeks). Production costs are also affected by the strength of the Canadian
dollar, natural gas costs and sourcing of product sales.
Phosphate fertilizer is expected to remain under pressure in the second
quarter. However, the Company's feed and industrial businesses should remain
strong with good margins. The acquisition of the remaining 50 percent interest
in A&W in March 2000 and an increase in volumes sold to another producer, which
is
14
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currently shutting down high-cost capacity, should increase industrial volumes.
Generally, industrial prices are expected to increase. Customers' removal of
meat and bone meal in feed, due to consumer apprehension about food safety, is
expected to boost the Company's inorganic animal feed supplement sales, as well.
Ground-breaking occurred in late March of this year for a DFP feed plant at
Aurora. This further advances the Company's strategy of developing its
non-fertilizer business and taking advantage of its high-quality rock. World DAP
capacity is increasing as new plants in Australia and India ramp up to full
production.
On the demand side, only 3 million tonnes of DAP imports are expected from
China and India in 2001, continuing a downward trend from 8.2 million tonnes in
1999. This is expected to keep DAP in a trough with prices under pressure.
Offshore liquid prices tend to follow DAP prices, so a recovery there is
unlikely until DAP rebounds. Domestic liquid fertilizer sales should improve
once the spring season gets under way.
Phosphate processing costs are primarily affected by the cost of ammonia,
sulphur and rock mining conditions. Short-term, phosphate costs should improve
due to lower input costs for ammonia and sulphur. Long-term, the Company expects
to benefit from its superior phosphate ore body at Aurora. Its costs will be
reduced once it is firmly established in the new NCPC mining area, which is
closer to the processing plant. Historically low sulphur prices, a strong
outlook for animal feed and industrial products, and lower DAP production is
expected to translate into a stronger phosphate gross margin in 2001 than that
achieved in 2000.
In nitrogen, the story revolves around natural gas. As gas prices eased in
the first quarter, industry production returned and ammonia prices fell.
Production cutbacks have again been announced. This cycle is expected to
continue, producing choppy pricing for the remainder of the year. The potential
for price increases depends on natural gas prices and the resulting level of
North American plant shutdowns, along with import levels. New global supply,
mostly in urea, is expected to keep urea under pressure for the remainder of the
year.
The Company manages its natural gas costs through a combination of fixed
price contracts, hedges and the Trinidad gas contracts. A continuation of high
spot prices may cause natural gas costs to increase in the second quarter
relative to 2000 and the first quarter of 2001. However, the Company's natural
gas hedging policy in the US and Trinidad gas contracts are expected to
significantly mitigate the effect of higher spot prices. The Company believes
that the current limited hedge position of its direct competitors in the US will
give it an advantage in a high gas price environment.
Based on current market conditions and subject to uncertainties including
changes in natural gas prices or changes in purchases by major importers, the
Company expects second-quarter 2001 earnings to be in the range of $1.00 per
share. With the possibility of lost sales due to the late spring season and the
recent downturn in nitrogen prices, the Company is more cautious in its outlook
for the year. The Company now expects its earnings to be at the lower end of its
previous guidance of $4.00 to $4.50 per share.
FORWARD LOOKING STATEMENTS
Certain statements in this quarterly report on Form 10-Q and this
Management's Discussion and Analysis of Financial Condition and Results of
Operations, including those in the "Outlook" section, relating to the period
after March 31, 2001, are forward-looking statements subject to risks and
uncertainties. A number of factors could cause actual results to differ
materially from those expressed in the forward-looking statements, including,
but not limited to: fluctuation in supply and demand in fertilizer, sulphur and
petrochemical markets; changes in competitive pressures, including pricing
pressures; risks associated with natural gas and other hedging activities;
changes in capital markets; changes in currency and exchange rates; unexpected
geological or environmental conditions; imprecision in reserve estimates; the
outcome of legal proceedings; and changes in government policy. The Company
sells to a diverse group of customers both by geography and by end product.
Market conditions will vary on a quarter-over-quarter and year-over-year basis
and sales can be expected to shift from one period to another. The Company
disclaims any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
15
16
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's nitrogen operations are significantly affected by the price
of natural gas. The Company employs derivative commodity instruments related to
a portion of its natural gas requirements (primarily futures, swaps and options)
for the purpose of managing its exposure to commodity price risk in the purchase
of natural gas. Changes in the market value of these derivative instruments have
a high correlation to changes in the spot price of natural gas. Gains or losses
arising from settled hedging transactions are deferred as a component of
inventory until the product containing the hedged item is sold. Changes in the
market value of open hedging transactions are not recognized as they generally
relate to changes in the spot price of anticipated natural gas purchases.
A sensitivity analysis has been prepared to estimate the Company's market
risk exposure arising from derivative commodity instruments. The fair value of
such instruments is calculated by valuing each position using quoted market
prices. Market risk is estimated as the potential loss in fair value resulting
from a hypothetical 10 percent adverse change in such prices. The results of
this analysis indicate that as of March 31, 2001 the Company's estimated
derivative commodity instruments market risk exposure was $39.3 million (2000 --
$24.4 million). Actual results may differ from this estimate. Changes in the
fair value of such derivative instruments, with maturities in 2001 through 2006,
will generally relate to changes in the spot price of anticipated natural gas
purchases.
The Company also enters into forward exchange contracts for the sole
purpose of limiting its exposure to exchange rate fluctuations relating to
certain trade accounts. Gains or losses resulting from foreign exchange
contracts are recognized at the time that the contracts are entered into and are
included in Other Income.
16
17
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
GEISMAR FACILITY INVESTIGATION
On May 11 and May 12, 1999, representatives of the EPA, Federal Bureau of
Investigation, and other state and local agencies ("governmental agencies")
executed a search warrant issued by the United States District Court for the
Middle District of Louisiana on the Geismar Facility in connection with a grand
jury investigation. In executing the search warrant, the governmental agencies
seized documents and electronic media, performed environmental sampling, and
interviewed Geismar Facility employees and contract employees. In addition, the
governmental agencies have contacted current and former Geismar Facility and
Company employees in connection with the investigation. The Company has also
been served with grand jury subpoenas requesting documents and other information
from the Geismar Facility and PCS Nitrogen's headquarters. In May 2001, the
Company learned that the investigation is expected to continue and that targets
of the investigation include the Company and certain current and former
employees, including individuals with current and/or previous management
responsibility for the Company's nitrogen operations. The Company is also
conducting its own internal investigation. The Company cannot predict at this
time what may result from the governments' investigation or whether any such
result would have a material adverse effect on the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
2 Agreement and Plan of Merger dated September 2, 1996, as
amended, by and among the registrant, Arcadian Corporation
and PCS Nitrogen, Inc., incorporated by reference to Exhibit
2(a) to Amendment Number 2 to the registrant's Form S-4
(File No. 333-17841).
3(a) Restated Articles of Incorporation of the registrant dated
October 31, 1989, as amended May 11, 1995, incorporated by
reference to Exhibit 3(i) to the registrant's report on Form
10-K for the year ended December 31, 1995 (the "1995 Form
10-K").
3(b) Bylaws of the registrant dated March 2, 1995, incorporated
by reference to Exhibit 3(ii) to the 1995 Form 10-K.
4(a) Term Credit Agreement between The Bank of Nova Scotia and
other financial institutions and the registrant dated
October 4, 1996, incorporated by reference to Exhibit 4(b)
to the registrant's Form S-4 (File No. 333-17841).
4(b) First Amending Agreement to Term Credit Agreement between
The Bank of Nova Scotia and other financial institutions and
the registrant dated November 6, 1997, incorporated by
reference to Exhibit 4(b) to the registrant's report on Form
10-K for the year ended December 31, 1997 (the "1997 Form
10-K").
4(c) Second Amending Agreement to Term Credit Agreement between
The Bank of Nova Scotia and other financial institutions and
the registrant dated December 15, 1997, incorporated by
reference to Exhibit 4(c) to the 1997 Form 10-K.
4(d) Third Amending Agreement to Term Credit Agreement between
The Bank of Nova Scotia and other financial institutions and
the registrant dated October 2, 1998, incorporated by
reference to Exhibit 4(d) to the registrant's report on Form
10-Q for the quarterly period ended September 30, 1998.
17
18
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
4(e) Fourth Amending Agreement to Term Credit Agreement between
The Bank of Nova Scotia and other financial institutions and
the registrant dated September 30, 1999, incorporated by
reference to exhibit 4(e) to the registrant's report on Form
10-Q for the quarterly period ended September 30, 1999 (the
"Third Quarter 1999 Form 10-Q").
4(f) Fifth Amending Agreement to Term Credit Agreement between
The Bank of Nova Scotia and other financial institutions and
the registrant dated September 28, 2000, incorporated by
reference to exhibit 4(f) to the registrant's report on Form
10-Q for the quarterly period ended September 30, 2000 (the
"Third Quarter 2000 Form 10-Q").
4(g) Indenture dated as of June 16, 1997, between the registrant
and The Bank of Nova Scotia Trust Company of New York,
incorporated by reference to Exhibit 4(a) to the
registrant's report on Form 8-K dated June 18, 1997.
The registrant hereby undertakes to file with the Securities and Exchange
Commission, upon request, copies of any constituent instruments defining the
rights of holders of long-term debt of the registrant or its subsidiaries that
have not been filed herewith because the amounts represented thereby are less
than 10% of the total assets of the registrant and its subsidiaries on a
consolidated basis.
10(a) Sixth Voting Agreement dated April 22, 1978, between Central
Canada Potash, Division of Noranda, Inc., Cominco Ltd.,
International Minerals and Chemical Corporation (Canada)
Limited, PCS Sales and Texasgulf Inc., incorporated by
reference to Exhibit 10(f) to the F-1 Registration
Statement.
10(b) Canpotex Limited Shareholders Seventh Memorandum of
Agreement effective April 21, 1978, between Central Canada
Potash, Division of Noranda Inc., Cominco Ltd.,
International Minerals and Chemical Corporation (Canada)
Limited, PCS Sales, Texasgulf Inc. and Canpotex Limited as
amended by Canpotex S & P amending agreement dated November
4, 1987, incorporated by reference to Exhibit 10(g) to the
F-1 Registration Statement.
10(c) Producer Agreement dated April 21, 1978, between Canpotex
Limited and PCS Sales, incorporated by reference to Exhibit
10(h) to the F-1 Registration Statement.
10(d) Canpotex/PCS Amending Agreement, dated with effect October
1, 1992, incorporated by reference to Exhibit 10(f) to the
1995 Form 10-K.
10(e) Canpotex PCA Collateral Withdrawing/PCS Amending Agreement,
dated with effect October 7, 1993, incorporated by reference
to Exhibit 10(g) to the 1995 Form 10-K.
10(f) Canpotex Producer Agreement amending agreement dated
effective January 1, 1999, incorporated by reference to
Exhibit 10(f) to the registrant's report on Form 10-K for
the year ended December 31, 2000 (the "2000 Form 10-K").
10(g) Agreement of Limited Partnership of Arcadian Fertilizer,
L.P. dated as of March 3, 1992 (form), and the related
Certificate of Limited Partnership of Arcadian Fertilizer,
L.P., filed with the Secretary of State of the State of
Delaware on March 3, 1992 (incorporated by reference to
Exhibits 3.1 and 3.2 to Arcadian Partners L.P.'s
Registration Statement on Form S-1 (File No 33-45828)).
10(h) Amendment to Agreement of Limited Partnership of Arcadian
Fertilizer, L.P. and related Certificates of Limited
Partnership of Arcadian Fertilizer, L.P. filed with the
Secretary of State of the State of Delaware on March 6, 1997
and November 26, 1997, incorporated by reference to Exhibit
10(f) to the registrant's report on Form 10-K for the year
ended December 31, 1998 (the "1998 Form 10-K").
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19
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
10(i) Geismar Complex Services Agreement dated June 4, 1984,
between Honeywell International, Inc. and Arcadian
Corporation, incorporated by reference to Exhibit 10.4 to
Arcadian Corporation's Registration Statement on Form S-1
(File No. 33-34357).
10(j) Esterhazy Restated Mining and Processing Agreement dated
January 31, 1978, between International Minerals and
Chemical Corporation (Canada) Limited and the registrant's
predecessor, incorporated by reference to Exhibit 10(e) to
the F-1 Registration Statement.
10(k) Agreement dated December 21, 1990, between International
Minerals & Chemical Corporation (Canada) Limited and the
registrant, amending the Esterhazy Restated Mining and
Processing Agreement dated January 31, 1978, incorporated by
reference to Exhibit 10(p) to the registrant's report on
Form 10-K for the year ended December 31, 1990.
10(l) Agreement effective August 27, 1998, between International
Minerals & Chemical (Canada) Global Limited and the
registrant, amending the Esterhazy Restated Mining and
Processing Agreement dated January 31, 1978 (as amended),
incorporated by reference to Exhibit 10(l) to the 1998 Form
10-K.
10(m) Agreement effective August 31, 1998, among International
Minerals & Chemical (Canada) Global Limited, International
Minerals & Chemical (Canada) Limited Partnership and the
registrant assigning the interest in the Esterhazy Restated
Mining and Processing Agreement dated January 31, 1978 (as
amended) held by International Minerals & Chemical (Canada)
Global Limited to International Minerals & Chemical (Canada)
Limited Partnership, incorporated by reference to Exhibit
10(m) to the 1998 Form 10-K.
10(n) Operating Agreement dated May 11, 1993, between BP Chemicals
Inc. and Arcadian Ohio, L.P., as amended by the First
Amendment to the Operating Agreement dated as of November
20, 1995, between BP Chemicals Inc. and Arcadian Ohio, L.P.
("First Amendment"), incorporated by reference to Exhibit
10.2 to Arcadian Partners L.P.'s current report on Form 8-K
for the report event dated May 11, 1993, except for the
First Amendment which is incorporated by reference to
Arcadian Corporation's report on Form 10-K for the year
ended December 31, 1995.
10(o) Second Amendment to Operating Agreement between BP
Chemicals, Inc. and Arcadian Ohio, L.P., dated as of
November 25, 1996, incorporated by reference to Exhibit
10(k) to the 1997 Form 10-K.
10(p) Manufacturing Support Agreement dated May 11, 1993, between
BP Chemicals Inc. and Arcadian Ohio, L.P., incorporated by
reference to Exhibit 10.3 to Arcadian Partners L.P.'s
current report on Form 8-K for the report event dated May
11, 1993.
10(q) First Amendment to Manufacturing Support Agreement between
BP Chemicals, Inc. and Arcadian Ohio, L.P., dated as of
November 25, 1996, incorporated by reference to Exhibit
10(l) to the 1997 Form 10-K.
10(r) Amended and Restated Agreement for Lease dated as of May 16,
1997, between Trinidad Ammonia Company, Limited Partnership,
and PCS Nitrogen Fertilizer, L.P., incorporated by reference
to Exhibit 10(n) to the registrant's report on Form 10-Q for
the quarterly period ended June 30, 1997 (the "Second
Quarter 1997 Form 10-Q").
10(s) Amended and Restated Lease Agreement dated as of May 16,
1997, between Trinidad Ammonia Company, Limited Partnership,
and PCS Nitrogen Fertilizer, L.P., incorporated by reference
to Exhibit 10(o) to the Second Quarter 1997 Form 10-Q.
10(t) Amended and Restated Agreement for Lease dated as of May 16,
1997, between Nitrogen Leasing Company, Limited Partnership,
and PCS Nitrogen Fertilizer, L.P., incorporated by reference
to Exhibit 10(p) to the Second Quarter 1997 Form 10-Q.
19
20
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
10(u) Amended and Restated Lease Agreement dated as of May 16,
1997, between Nitrogen Leasing Company, Limited Partnership,
and PCS Nitrogen Fertilizer, L.P., incorporated by reference
to Exhibit 10(q) to the Second Quarter 1997 Form 10-Q.
10(v) Amended and Restated Purchase Option Agreement dated as of
May 16, 1997, between Nitrogen Leasing Company, Limited
Partnership, and PCS Nitrogen Fertilizer Operations, Inc.,
incorporated by reference to Exhibit 10(r) to the Second
Quarter 1997 Form 10-Q.
10(w) Amended and Restated Purchase Option Agreement dated as of
May 16, 1997, between Trinidad Ammonia Company, Limited
Partnership and PCS Nitrogen Fertilizer Operations, Inc.,
incorporated by reference to Exhibit 10(s) to the Second
Quarter 1997 Form 10-Q.
10(x) Agreement dated January 1, 1997 between the registrant and
Charles E. Childers, incorporated by reference to Exhibit
10(s) to the 1997 Form 10-K.
10(y) Termination Agreement between the Registrant and C.E
Childers dated November 21, 2000, incorporated by reference
to Exhibit 10(y) to the 2000 Form 10-K.
10(z) Potash Corporation of Saskatchewan Inc. Stock Option Plan --
Directors, as amended November 3, 1999, incorporated by
reference to Exhibit 10(y) to the Third Quarter 1999 form
10-Q.
10(aa) Potash Corporation of Saskatchewan Inc. Stock Option Plan --
Officers and Employees, as amended January 23, 2001,
incorporated by reference to Exhibit 10(aa) to the 2000 Form
10-K.
10(bb) Short-Term Incentive Plan of the registrant effective
January 2000, incorporated by reference to Exhibit 10(z) to
the registrant's report on Form 10-Q for the quarterly
period ended March 31, 2000.
10(cc) Long-Term Incentive Plan of the registrant effective January
2000, incorporated by reference to Exhibit 10(aa) to the
registrant's report on Form 10-Q for the quarterly period
ended June 30, 2000.
10(dd) Resolution and Forms of Agreement for Supplemental
Retirement Income Plan, for officers and key employees of
the registrant, incorporated by reference to Exhibit 10(o)
to the 1995 Form 10-K.
10(ee) Amending Resolution and revised forms of agreement regarding
Supplemental Retirement Income Plan of the registrant,
incorporated by reference to Exhibit 10(x) to the
registrant's report on Form 10-Q for the quarterly period
ended June 30, 1996.
10(ff) Amended and restated Supplemental Retirement Income Plan of
the registrant and text of amendment to existing
supplemental income plan agreements, incorporated by
reference to Exhibit (mm) to the Third Quarter 2000 Form
10-Q.
10(gg) Forms of Agreement dated December 30, 1994, between the
registrant and certain officers of the registrant,
concerning a change in control of the registrant,
incorporated by reference to Exhibit 10(p) to the 1995 Form
10-K.
10(hh) Form of Agreement of Indemnification dated August 8, 1995,
between the registrant and certain officers and directors of
the registrant, incorporated by reference to Exhibit 10(q)
to the 1995 Form 10-K.
10(ii) Resolution and Form of Agreement of Indemnification dated
January 24, 2001, incorporated by reference to Exhibit
10(ii) to the 2000 Form 10-K.
10(jj) Chief Executive Officer Medical and Dental Plan,
incorporated by reference to Exhibit 10(jj) to the 2000 Form
10-K.
20
21
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
10(kk) Second Amended and Restated Membership Agreement dated
January 1, 1995, among Phosphate Chemicals Export
Association, Inc. and members of such association, including
Texasgulf Inc., incorporated by reference to Exhibit 10(t)
to the 1995 Form 10-K.
10(ll) International Agency Agreement dated January 1, 1995,
between Phosphate Chemicals Export Association, Inc. and
Texasgulf Inc. establishing Texasgulf Inc. as exclusive
marketing agent for such association's wet phosphatic
materials, incorporated by reference to Exhibit 10(u) to the
1995 Form 10-K.
10(mm) Royalty Agreement dated October 7, 1993, by and between the
registrant and Rio Algom Limited, incorporated by reference
to Exhibit 10(x) to the 1995 Form 10-K.
10(nn) Shareholder Rights Agreement as amended and restated on
March 2, 1998, incorporated by reference to Schedule B to
the registrant's proxy circular for the annual and special
meeting of shareholders held on May 7, 1998.
11 Statement re Computation of Per Share Earnings.
(b) REPORTS ON FORM 8-K
There were no reports on Form 8-K filed by the registrant during the
quarterly period covered by this Report.
21
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
POTASH CORPORATION OF
SASKATCHEWAN INC.
May 7, 2001
By: /s/ JOHN L.M. HAMPTON
------------------------------------
John L.M. Hampton
Senior Vice President, General
Counsel
and Secretary
May 7, 2001
By: /s/ WAYNE R. BROWNLEE
------------------------------------
Wayne R. Brownlee
Senior Vice President, Treasurer,
and Chief Financial Officer
(Principal Financial and Accounting
Officer)
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EXHIBIT
NUMBER EXHIBIT INDEX
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2 Agreement and Plan of Merger dated September 2, 1996, as
amended, by and among the registrant, Arcadian Corporation
and PCS Nitrogen, Inc., incorporated by reference to Exhibit
2(a) to Amendment Number 2 to the registrant's Form S-4
(File No. 333-17841).
3(a) Restated Articles of Incorporation of the registrant dated
October 31, 1989, as amended May 11, 1995, incorporated by
reference to Exhibit 3(i) to the registrant's report on Form
10-K for the year ended December 31, 1995 (the "1995 Form
10-K").
3(b) Bylaws of the registrant dated March 2, 1995, incorporated
by reference to Exhibit 3(ii) to the 1995 Form 10-K.
4(a) Term Credit Agreement between The Bank of Nova Scotia and
other financial institutions and the registrant dated
October 4, 1996, incorporated by reference to Exhibit 4(b)
to the registrant's Form S-4 (File No. 333-17841).
4(b) First Amending Agreement to Term Credit Agreement between
The Bank of Nova Scotia and other financial institutions and
the registrant dated November 6, 1997, incorporated by
reference to Exhibit 4(b) to the registrant's report on Form
10-K for the year ended December 31, 1997 (the "1997 Form
10-K").
4(c) Second Amending Agreement to Term Credit Agreement between
The Bank of Nova Scotia and other financial institutions and
the registrant dated December 15, 1997, incorporated by
reference to Exhibit 4(c) to the 1997 Form 10-K.
4(d) Third Amending Agreement to Term Credit Agreement between
The Bank of Nova Scotia and other financial institutions and
the registrant dated October 2, 1998, incorporated by
reference to Exhibit 4(d) to the registrant's report on Form
10-Q for the quarterly period ended September 30, 1998.
4(e) Fourth Amending Agreement to Term Credit Agreement between
The Bank of Nova Scotia and other financial institutions and
the registrant dated September 30, 1999, incorporated by
reference to exhibit 4(e) to the registrant's report on Form
10-Q for the quarterly period ended September 30, 1999 (the
"Third Quarter 1999 Form 10-Q").
4(f) Fifth Amending Agreement to Term Credit Agreement between
The Bank of Nova Scotia and other financial institutions and
the registrant dated September 28, 2000, incorporated by
reference to exhibit 4(f) to the registrant's report on Form
10-Q for the quarterly period ended September 30, 2000 (the
"Third Quarter 2000 Form 10-Q").
4(g) Indenture dated as of June 16, 1997, between the registrant
and The Bank of Nova Scotia Trust Company of New York,
incorporated by reference to Exhibit 4(a) to the
registrant's report on Form 8-K dated June 18, 1997.
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EXHIBIT INDEX
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10(a) Sixth Voting Agreement dated April 22, 1978, between Central
Canada Potash, Division of Noranda, Inc., Cominco Ltd.,
International Minerals and Chemical Corporation (Canada)
Limited, PCS Sales and Texasgulf Inc., incorporated by
reference to Exhibit 10(f) to the F-1 Registration
Statement.
10(b) Canpotex Limited Shareholders Seventh Memorandum of
Agreement effective April 21, 1978, between Central Canada
Potash, Division of Noranda Inc., Cominco Ltd.,
International Minerals and Chemical Corporation (Canada)
Limited, PCS Sales, Texasgulf Inc. and Canpotex Limited as
amended by Canpotex S & P amending agreement dated November
4, 1987, incorporated by reference to Exhibit 10(g) to the
F-1 Registration Statement.
10(c) Producer Agreement dated April 21, 1978, between Canpotex
Limited and PCS Sales, incorporated by reference to Exhibit
10(h) to the F-1 Registration Statement.
10(d) Canpotex/PCS Amending Agreement, dated with effect October
1, 1992, incorporated by reference to Exhibit 10(f) to the
1995 Form 10-K.
10(e) Canpotex PCA Collateral Withdrawing/PCS Amending Agreement,
dated with effect October 7, 1993, incorporated by reference
to Exhibit 10(g) to the 1995 Form 10-K.
10(f) Canpotex Producer Agreement amending agreement dated
effective January 1, 1999, incorporated by reference to
Exhibit 10(f) to the registrant's report on Form 10-K for
the year ended December 31, 2000 (the "2000 Form 10-K").
10(g) Agreement of Limited Partnership of Arcadian Fertilizer,
L.P. dated as of March 3, 1992 (form), and the related
Certificate of Limited Partnership of Arcadian Fertilizer,
L.P., filed with the Secretary of State of the State of
Delaware on March 3, 1992 (incorporated by reference to
Exhibits 3.1 and 3.2 to Arcadian Partners L.P.'s
Registration Statement on Form S-1 (File No 33-45828)).
10(h) Amendment to Agreement of Limited Partnership of Arcadian
Fertilizer, L.P. and related Certificates of Limited
Partnership of Arcadian Fertilizer, L.P. filed with the
Secretary of State of the State of Delaware on March 6, 1997
and November 26, 1997, incorporated by reference to Exhibit
10(f) to the registrant's report on Form 10-K for the year
ended December 31, 1998 (the "1998 Form 10-K").
10(i) Geismar Complex Services Agreement dated June 4, 1984,
between Honeywell International, Inc. and Arcadian
Corporation, incorporated by reference to Exhibit 10.4 to
Arcadian Corporation's Registration Statement on Form S-1
(File No. 33-34357).
10(j) Esterhazy Restated Mining and Processing Agreement dated
January 31, 1978, between International Minerals and
Chemical Corporation (Canada) Limited and the registrant's
predecessor, incorporated by reference to Exhibit 10(e) to
the F-1 Registration Statement.
10(k) Agreement dated December 21, 1990, between International
Minerals & Chemical Corporation (Canada) Limited and the
registrant, amending the Esterhazy Restated Mining and
Processing Agreement dated January 31, 1978, incorporated by
reference to Exhibit 10(p) to the registrant's report on
Form 10-K for the year ended December 31, 1990.
10(l) Agreement effective August 27, 1998, between International
Minerals & Chemical (Canada) Global Limited and the
registrant, amending the Esterhazy Restated Mining and
Processing Agreement dated January 31, 1978 (as amended),
incorporated by reference to Exhibit 10(l) to the 1998 Form
10-K.
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EXHIBIT
NUMBER EXHIBIT INDEX
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10(m) Agreement effective August 31, 1998, among International
Minerals & Chemical (Canada) Global Limited, International
Minerals & Chemical (Canada) Limited Partnership and the
registrant assigning the interest in the Esterhazy Restated
Mining and Processing Agreement dated January 31, 1978 (as
amended) held by International Minerals & Chemical (Canada)
Global Limited to International Minerals & Chemical (Canada)
Limited Partnership, incorporated by reference to Exhibit
10(m) to the 1998 Form 10-K.
10(n) Operating Agreement dated May 11, 1993, between BP Chemicals
Inc. and Arcadian Ohio, L.P., as amended by the First
Amendment to the Operating Agreement dated as of November
20, 1995, between BP Chemicals Inc. and Arcadian Ohio, L.P.
("First Amendment"), incorporated by reference to Exhibit
10.2 to Arcadian Partners L.P.'s current report on Form 8-K
for the report event dated May 11, 1993, except for the
First Amendment which is incorporated by reference to
Arcadian Corporation's report on Form 10-K for the year
ended December 31, 1995.
10(o) Second Amendment to Operating Agreement between BP
Chemicals, Inc. and Arcadian Ohio, L.P., dated as of
November 25, 1996, incorporated by reference to Exhibit
10(k) to the 1997 Form 10-K.
10(p) Manufacturing Support Agreement dated May 11, 1993, between
BP Chemicals Inc. and Arcadian Ohio, L.P., incorporated by
reference to Exhibit 10.3 to Arcadian Partners L.P.'s
current report on Form 8-K for the report event dated May
11, 1993.
10(q) First Amendment to Manufacturing Support Agreement between
BP Chemicals, Inc. and Arcadian Ohio, L.P., dated as of
November 25, 1996, incorporated by reference to Exhibit
10(l) to the 1997 Form 10-K.
10(r) Amended and Restated Agreement for Lease dated as of May 16,
1997, between Trinidad Ammonia Company, Limited Partnership,
and PCS Nitrogen Fertilizer, L.P., incorporated by reference
to Exhibit 10(n) to the registrant's report on Form 10-Q for
the quarterly period ended June 30, 1997 (the "Second
Quarter 1997 Form 10-Q").
10(s) Amended and Restated Lease Agreement dated as of May 16,
1997, between Trinidad Ammonia Company, Limited Partnership,
and PCS Nitrogen Fertilizer, L.P., incorporated by reference
to Exhibit 10(o) to the Second Quarter 1997 Form 10-Q.
10(t) Amended and Restated Agreement for Lease dated as of May 16,
1997, between Nitrogen Leasing Company, Limited Partnership,
and PCS Nitrogen Fertilizer, L.P., incorporated by reference
to Exhibit 10(p) to the Second Quarter 1997 Form 10-Q.
10(u) Amended and Restated Lease Agreement dated as of May 16,
1997, between Nitrogen Leasing Company, Limited Partnership,
and PCS Nitrogen Fertilizer, L.P., incorporated by reference
to Exhibit 10(q) to the Second Quarter 1997 Form 10-Q.
10(v) Amended and Restated Purchase Option Agreement dated as of
May 16, 1997, between Nitrogen Leasing Company, Limited
Partnership, and PCS Nitrogen Fertilizer Operations, Inc.,
incorporated by reference to Exhibit 10(r) to the Second
Quarter 1997 Form 10-Q.
10(w) Amended and Restated Purchase Option Agreement dated as of
May 16, 1997, between Trinidad Ammonia Company, Limited
Partnership and PCS Nitrogen Fertilizer Operations, Inc.,
incorporated by reference to Exhibit 10(s) to the Second
Quarter 1997 Form 10-Q.
10(x) Agreement dated January 1, 1997 between the registrant and
Charles E. Childers, incorporated by reference to Exhibit
10(s) to the 1997 Form 10-K.
10(y) Termination Agreement between the Registrant and C.E
Childers dated November 21, 2000, incorporated by reference
to Exhibit 10(y) to the 2000 Form 10-K.
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EXHIBIT
NUMBER EXHIBIT INDEX
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10(z) Potash Corporation of Saskatchewan Inc. Stock Option Plan --
Directors, as amended November 3, 1999, incorporated by
reference to Exhibit 10(y) to the Third Quarter 1999 form
10-Q.
10(aa) Potash Corporation of Saskatchewan Inc. Stock Option Plan --
Officers and Employees, as amended January 23, 2001,
incorporated by reference to Exhibit 10(aa) to the 2000 Form
10-K.
10(bb) Short-Term Incentive Plan of the registrant effective
January 2000, incorporated by reference to Exhibit 10(z) to
the registrant's report on Form 10-Q for the quarterly
period ended March 31, 2000.
10(cc) Long-Term Incentive Plan of the registrant effective January
2000, incorporated by reference to Exhibit 10(aa) to the
registrant's report on Form 10-Q for the quarterly period
ended June 30, 2000.
10(dd) Resolution and Forms of Agreement for Supplemental
Retirement Income Plan, for officers and key employees of
the registrant, incorporated by reference to Exhibit 10(o)
to the 1995 Form 10-K.
10(ee) Amending Resolution and revised forms of agreement regarding
Supplemental Retirement Income Plan of the registrant,
incorporated by reference to Exhibit 10(x) to the
registrant's report on Form 10-Q for the quarterly period
ended June 30, 1996.
10(ff) Amended and restated Supplemental Retirement Income Plan of
the registrant and text of amendment to existing
supplemental income plan agreements, incorporated by
reference to Exhibit (mm) to the Third Quarter 2000 Form
10-Q.
10(gg) Forms of Agreement dated December 30, 1994, between the
registrant and certain officers of the registrant,
concerning a change in control of the registrant,
incorporated by reference to Exhibit 10(p) to the 1995 Form
10-K.
10(hh) Form of Agreement of Indemnification dated August 8, 1995,
between the registrant and certain officers and directors of
the registrant, incorporated by reference to Exhibit 10(q)
to the 1995 Form 10-K.
10(ii) Resolution and Form of Agreement of Indemnification dated
January 24, 2001, incorporated by reference to Exhibit
10(ii) to the 2000 Form 10-K.
10(jj) Chief Executive Officer Medical and Dental Plan,
incorporated by reference to Exhibit 10(jj) to the 2000 Form
10-K.
10(kk) Second Amended and Restated Membership Agreement dated
January 1, 1995, among Phosphate Chemicals Export
Association, Inc. and members of such association, including
Texasgulf Inc., incorporated by reference to Exhibit 10(t)
to the 1995 Form 10-K.
10(ll) International Agency Agreement dated January 1, 1995,
between Phosphate Chemicals Export Association, Inc. and
Texasgulf Inc. establishing Texasgulf Inc. as exclusive
marketing agent for such association's wet phosphatic
materials, incorporated by reference to Exhibit 10(u) to the
1995 Form 10-K.
10(mm) Royalty Agreement dated October 7, 1993, by and between the
registrant and Rio Algom Limited, incorporated by reference
to Exhibit 10(x) to the 1995 Form 10-K.
10(nn) Shareholder Rights Agreement as amended and restated on
March 2, 1998, incorporated by reference to Schedule B to
the registrant's proxy circular for the annual and special
meeting of shareholders held on May 7, 1998.
11 Statement re Computation of Per Share Earnings.
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