<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
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)
<TABLE>
<S> <C>
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)
</TABLE>
306-933-8500
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES [X] NO [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
As at October 31, 2000, Potash Corporation of Saskatchewan Inc. (the
"Company") had 51,650,160 Common Shares outstanding.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE> 2
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 THOUSANDS OF U.S. DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
--------------------- ------------------------
2000 1999 2000 1999
-------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales................................... $542,655 $ 453,578 $1,694,053 $1,567,402
Cost of goods sold.......................... 422,117 387,235 1,317,413 1,238,299
-------- --------- ---------- ----------
GROSS MARGIN................................ 120,538 66,343 376,640 329,103
-------- --------- ---------- ----------
Selling and administrative.................. 30,571 32,034 79,260 89,848
Provincial mining and other taxes........... 18,648 13,194 66,466 60,863
Provision for plant closures................ -- 55,403 -- 55,403
Provision for asset impairment.............. -- 525,118 -- 525,118
Other income................................ (8,789) (7,440) (52,990) (20,479)
-------- --------- ---------- ----------
40,430 618,309 92,736 710,753
-------- --------- ---------- ----------
OPERATING INCOME (LOSS)..................... 80,108 (551,966) 283,904 (381,650)
INTEREST EXPENSE............................ 16,606 12,914 45,948 38,506
-------- --------- ---------- ----------
INCOME (LOSS) BEFORE INCOME TAXES........... 63,502 (564,880) 237,956 (420,156)
INCOME TAXES (NOTE 5)....................... 17,151 (40,636) 59,859 2,781
-------- --------- ---------- ----------
NET INCOME (LOSS)........................... $ 46,351 $(524,244) 178,097 (422,937)
======== =========
RETAINED EARNINGS, BEGINNING OF PERIOD...... 424,359 889,676
DIVIDENDS................................... (39,200) (39,894)
---------- ----------
RETAINED EARNINGS, END OF PERIOD............ $ 563,256 $ 426,845
========== ==========
NET INCOME (LOSS) PER SHARE (NOTE 6)........ $ 0.89 $ (9.66) $ 3.38 $ (7.79)
======== ========= ========== ==========
DIVIDENDS PER SHARE (NOTE 7)................ $ 0.25 $ 0.25 $ 0.74 $ 0.74
======== ========= ========== ==========
</TABLE>
(See Notes to the Consolidated Financial Statements)
2
<PAGE> 3
POTASH CORPORATION OF SASKATCHEWAN INC.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(IN THOUSANDS OF U.S. DOLLARS)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents................................. $ 95,642 $ 44,037
Accounts receivable....................................... 335,098 269,264
Inventories (Note 4)...................................... 400,983 377,232
Prepaid expenses.......................................... 32,328 35,702
---------- ----------
864,051 726,235
Property, plant and equipment............................... 2,895,165 2,877,060
Goodwill.................................................... 107,161 109,378
Other assets................................................ 242,793 204,157
---------- ----------
$4,109,170 $3,916,830
========== ==========
LIABILITIES
Current Liabilities
Short-term debt........................................... $ 535,449 $ 474,504
Accounts payable and accrued charges...................... 459,444 349,062
Current portion of long-term debt......................... 7,077 7,437
---------- ----------
1,001,970 831,003
Long-term debt.............................................. 413,803 437,020
Deferred income tax liability............................... 425,376 409,371
Accrued post-retirement/post-employment benefits............ 172,405 148,409
Accrued reclamation costs................................... 82,449 112,175
Other non-current liabilities and deferred credits.......... 15,074 16,466
---------- ----------
2,111,077 1,954,444
---------- ----------
SHAREHOLDERS' EQUITY
Share Capital............................................... 1,170,587 1,216,533
Unlimited authorization of common shares without par
value; issued and outstanding 51,647,660 and 53,694,209 at
September 30, 2000 and December 31, 1999, respectively
Contributed Surplus......................................... 264,250 321,494
Retained Earnings........................................... 563,256 424,359
---------- ----------
1,998,093 1,962,386
---------- ----------
$4,109,170 $3,916,830
========== ==========
</TABLE>
(See Notes to the Consolidated Financial Statements)
3
<PAGE> 4
POTASH CORPORATION OF SASKATCHEWAN INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
(IN THOUSANDS OF U.S. DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30
----------------------
2000 1999
--------- ---------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss)........................................... $ 178,097 $(422,937)
Items not affecting cash
Depreciation and amortization............................. 143,867 148,205
Gain on disposal of assets................................ (19,089) (84)
Provision for deferred income tax......................... 32,922 (12,251)
Provision for plant closures.............................. -- 28,953
Provision for asset impairment............................ -- 525,118
Provision for post-retirement/post-employment benefits.... 8,143 8,068
--------- ---------
343,940 275,072
CHANGES IN NON-CASH OPERATING WORKING CAPITAL
Accounts receivable....................................... (53,519) 50,123
Inventories............................................... (26,080) 12,702
Prepaid expenses.......................................... 3,385 1,645
Accounts payable and accrued charges...................... 85,633 (1,426)
Current income taxes...................................... 11,509 11,839
Accrued reclamation costs................................... (2,534) (20,200)
Other non-current liabilities and deferred credits.......... (1,392) (2,592)
--------- ---------
CASH PROVIDED BY OPERATING ACTIVITIES....................... 360,942 327,163
--------- ---------
INVESTING ACTIVITIES
Additions to property, plant and equipment.................. (141,297) (65,751)
Acquisition of Albright & Wilson Company (Note 3)........... (32,000) --
Acquisition of Minera Yolanda S.C.M......................... -- (36,943)
Proceeds from disposal of assets............................ 8,114 1,131
Additions to other assets................................... (38,733) (26,762)
--------- ---------
CASH USED IN INVESTING ACTIVITIES........................... (203,916) (128,325)
--------- ---------
CASH BEFORE FINANCING ACTIVITIES............................ 157,026 198,838
--------- ---------
FINANCING ACTIVITIES
Repayment of long-term debt................................. (23,577) (489,327)
Proceeds from short-term debt............................... 60,945 284,134
Dividends................................................... (39,200) (39,894)
Repurchase of shares........................................ (104,149) --
Issuance of shares.......................................... 560 1,543
--------- ---------
CASH USED IN FINANCING ACTIVITIES........................... (105,421) (243,544)
--------- ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............ 51,605 (44,706)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.............. 44,037 67,971
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD.................... $ 95,642 $ 23,265
========= =========
Supplemental cash flow disclosure
Interest paid............................................. $ 43,087 $ 36,980
Income taxes paid......................................... 11,434 5,361
</TABLE>
(See Notes to the Consolidated Financial Statements)
4
<PAGE> 5
POTASH CORPORATION OF SASKATCHEWAN INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS 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 10. 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 Sales (Iowa), Inc.
-- PCS Sales (Indiana), Inc.
-- PCS Joint Venture, LP
-- Potash Corporation of Saskatchewan Transport Limited
-- PCS Sales (USA), Inc.
-- PCS Phosphate Company, Inc.
-- PCS Purified Phosphates (formerly Albright & Wilson Company)
-- 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 3461 of the Canadian
Institute of Chartered Accountants Handbook "Employee Future Benefits". Under
this accounting policy, the cost of post-retirement/post-employment benefits are
recognized over the periods in which employees render services to the Company in
return for such benefits. The effect of this change on prior period financial
statements and current period results is not significant.
3. ACQUISITION OF ALBRIGHT & WILSON COMPANY
On March 23, 2000, the Company acquired the remaining 50 percent
partnership interest in Albright & Wilson Company ("A&W"). A&W is an industrial
phosphoric acid manufacturer with plants in Aurora, NC and Cincinnati, OH.
Concurrent with the completion of the acquisition, the name of A&W was changed
to PCS Purified Phosphates.
5
<PAGE> 6
The acquisition has been accounted for by the purchase method of accounting
and, accordingly, the results of operations of PCS Purified Phosphates have been
included in the consolidated financial statements from March 24, 2000.
Net assets acquired were:
<TABLE>
<S> <C>
Working capital............................................. $12,013
Property, plant and equipment............................... 11,212
Other assets................................................ 8,775
-------
$32,000
=======
</TABLE>
The following unaudited pro forma financial information presents the
combined results of operations of the Company and PCS Purified Phosphates as if
the acquisition had occurred at the beginning of the periods presented. There
were no significant pro forma adjustments.
The consolidated financial statements and the pro forma amounts are based
on a preliminary allocation of the purchase price. However, changes to the
unaudited consolidated financial statements and pro forma amounts are expected
as evaluations of assets and liabilities are completed and additional
information becomes available. Accordingly, the final allocated values may
differ from the amounts set forth in the unaudited consolidated financial
statements and below.
The unaudited pro forma financial information is for informational purposes
only and is not necessarily indicative of the future results of operations of
the combined company or the results of operations that would have actually
occurred had the acquisition been in effect for the periods presented.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30
------------------------
2000 1999
---------- ----------
(UNAUDITED PRO FORMA)
<S> <C> <C>
Net sales....................................... $1,708,498 $1,606,219
Operating income (loss)......................... $ 287,490 $ (370,655)
Net income (loss)............................... $ 180,571 $ (416,470)
Net income (loss) per share..................... $ 3.43 $ (7.68)
</TABLE>
4. INVENTORIES
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
(UNAUDITED)
<S> <C> <C>
Finished product............................... $157,294 $165,301
Materials and supplies......................... 117,688 110,615
Raw materials.................................. 31,760 53,329
Work in process................................ 94,241 47,987
-------- --------
$400,983 $377,232
======== ========
</TABLE>
5. INCOME TAXES
The Company's effective consolidated income tax rate approximates 27
percent; however, the gain on the sale of the shares of Moab Salt Inc. in
February 2000 (for which there is no tax effect) has resulted in a lower rate on
a year-to-date basis.
6. NET INCOME (LOSS) PER SHARE
Net income per share for the year to date is calculated on the weighted
average shares issued and outstanding during the nine months ended September 30,
2000 of 52,651,000 (1999 -- 54,259,000).
6
<PAGE> 7
Third quarter net income per share is calculated on the weighted average shares
issued and outstanding for the three months ended September 30, 2000 of
52,031,000 (1999 -- 54,269,000).
7. 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.
8. 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. For the nine months ended September
30, 2000, the phosphate business segment includes the gain on sale of Moab Salt
Inc. of $16,278 as the shares were owned by a subsidiary of the Company in the
phosphate business segment.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, 2000
(UNAUDITED)
---------------------------------------------------------------
POTASH PHOSPHATE NITROGEN ALL OTHERS CONSOLIDATED
-------- --------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Net sales -- third party........... $140,073 $194,566 $208,016 $ -- $542,655
Inter-segment net sales............ 1,106 1,416 16,316 -- --
Gross margin....................... 72,833 15,502 32,203 -- 120,538
Operating income (loss)............ 53,098 9,753 28,323 (11,066) 80,108
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, 1999
(UNAUDITED)
---------------------------------------------------------------
POTASH PHOSPHATE NITROGEN ALL OTHERS CONSOLIDATED
-------- --------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Net sales -- third party........... $128,145 $199,206 $126,227 $ -- $453,578
Inter-segment net sales............ 1,005 181 10,255 -- --
Gross margin....................... 64,556 25,094 (23,307) -- 66,343
Provision for plant closures....... -- (5,150) (50,253) -- (55,403)
Provision for asset impairment..... -- (7,117) (518,001) -- (525,118)
Operating income (loss)............ 50,472 12,228 (598,964) (15,702) (551,966)
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, 2000
(UNAUDITED)
---------------------------------------------------------------
POTASH PHOSPHATE NITROGEN ALL OTHERS CONSOLIDATED
-------- --------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Net sales -- third party........... $487,026 $580,831 $626,196 $ -- $1,694,053
Inter-segment net sales............ 6,819 6,988 45,200 -- --
Gross margin....................... 259,090 59,154 58,396 -- 376,640
Operating income (loss)............ 191,860 66,000 50,434 (24,390) 283,904
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, 1999
(UNAUDITED)
---------------------------------------------------------------
POTASH PHOSPHATE NITROGEN ALL OTHERS CONSOLIDATED
-------- --------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Net sales -- third party........... $448,051 $637,496 $481,855 $ -- $1,567,402
Inter-segment net sales............ 7,284 1,365 35,219 -- --
Gross margin....................... 242,365 114,481 (27,743) -- 329,103
Provision for plant closures....... -- (5,150) (50,253) -- (55,403)
Provision for asset impairment..... -- (7,117) (518,001) -- (525,118)
Operating income (loss)............ 178,890 101,373 (614,278) (47,635) (381,650)
</TABLE>
7
<PAGE> 8
9. PLANT CLOSURES AND OFFICE CONSOLIDATION
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 the Company's office in Northbrook, IL.
<TABLE>
<CAPTION>
ACCRUED BALANCE ACCRUED BALANCE
JUNE 30, AMOUNT SEPTEMBER 30,
2000 PAID 2000
--------------- ------ ---------------
<S> <C> <C> <C>
PLANT CLOSURES
Severance............................................ $ 398 $ 198 $ 200
Environmental remediation............................ 797 424 373
Contractual commitments.............................. 6,127 1,687 4,440
Non-cash parts inventory writedown................... 5,646 -- 5,646
Non-cash writedown of property, plant and
equipment.......................................... 27,296 -- 27,296
------- ------ -------
40,264 2,309 37,955
OFFICE CONSOLIDATION
Severance............................................ 3,378 2,300 1,078
Contractual commitments.............................. 1,754 1,754 --
------- ------ -------
$45,396 $6,363 $39,033
======= ====== =======
</TABLE>
All on-site inventory at Clinton and LaPlatte has been sold and the
decommissioning of the ammonia storage tanks at Clinton and LaPlatte has been
completed. The Company has contracted out the demolition of the Clinton facility
(at a cost of approximately $45) and 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. There is one employee remaining at each site.
The Company is currently in negotiations for the sale of the Saltville
site. Dismantling procedures are now complete.
The office consolidation is now complete.
10. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (US GAAP)
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 whereas 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.
FOREIGN CURRENCY TRANSLATION ADJUSTMENT: The foreign currency translation
adjustment results from the restatement of prior periods so that all periods
presented are in the same reporting currency. US GAAP requires that the
comparative Consolidated Statements of Income and the Consolidated Statements of
Cash Flow be translated using weighted average exchange rates for the applicable
periods. In contrast, the Consolidated Statements of Financial Position are
translated using the exchange rates at the end of the applicable periods in
accordance with Canadian GAAP. The difference in these exchange rates gives rise
to the foreign currency translation adjustment.
8
<PAGE> 9
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 goods sold and transportation and
distribution expenses be included in selling and administrative expenses.
COMPREHENSIVE INCOME: Comprehensive income is not recognized under
Canadian GAAP. US GAAP would require the recognition of comprehensive income.
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.
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.
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:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
------------------------ ------------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net income (loss) as reported -- Canadian
GAAP.................................... $ 46,351 $ (524,244) $ 178,097 $ (422,937)
Items increasing (decreasing) reported net
income (loss)
Pre-operating costs..................... (5,539) -- (9,549) --
Provision for asset impairment.......... -- (217,953) -- (217,953)
Depreciation and amortization........... 2,441 -- 7,323 --
Deferred income taxes..................... 927 50,590 645 50,590
---------- ---------- ---------- ----------
Approximate net income -- US GAAP......... $ 44,180 $ (691,607) $ 176,516 $ (590,300)
========== ========== ========== ==========
Weighted average shares outstanding -- US
GAAP.................................... 52,031,000 54,269,000 52,651,000 54,259,000
========== ========== ========== ==========
Approximate net income per share -- US
GAAP.................................... $ 0.85 $ (12.74) $ 3.35 $ (10.88)
========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
(UNAUDITED)
<S> <C> <C>
Total assets as reported -- Canadian GAAP................... $4,109,170 $3,916,830
Items increasing (decreasing) reported total assets
Available-for-sale security (unrealized holding gain)..... 39,475 26,212
Property, plant and equipment............................. (162,308) (168,632)
Pre-operating costs....................................... (14,154) (4,605)
Goodwill.................................................. (48,322) (49,321)
---------- ----------
Approximate total assets -- US GAAP......................... $3,923,861 $3,720,484
========== ==========
</TABLE>
9
<PAGE> 10
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
(UNAUDITED)
<S> <C> <C>
Total shareholders' equity as reported -- Canadian GAAP..... $1,998,093 $1,962,386
Items increasing (decreasing) reported shareholders' equity
Other comprehensive income, net of tax.................... 26,540 16,858
Pre-operating costs....................................... (14,154) (4,605)
Property, plant and equipment............................. (162,308) (168,632)
Goodwill.................................................. (48,322) (49,321)
Deferred income taxes..................................... 52,615 51,970
---------- ----------
Approximate shareholders' equity -- US GAAP................. $1,852,464 $1,808,656
========== ==========
</TABLE>
New Accounting Pronouncements
The Company will have to adopt SFAS 133 effective January 1, 2001. It is
not expected that SFAS 133 will have a significant impact on the results of
operations. The impact of SFAS 133 on the statement of financial position may be
significant depending on the volatility of the price of natural gas.
Effective January 1, 2001 the Company will be subject to SEC Staff
Accounting Bulletin (SAB) No. 101 "Revenue Recognition in Financial Statements".
This SAB is not expected to have a significant effect on the Company's results
of operations or financial position.
11. COMPARATIVE FIGURES
Certain of the prior period's figures have been reclassified to conform
with the current period's presentation.
10
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The narrative included under this Management's Discussion and Analysis of
Financial Condition and Results of Operations has been prepared on a nutrient
basis (which is now consistent with the business segment basis) with reference
to the consolidated financial statements reported under Canadian GAAP.
OVERVIEW
Third Quarter
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30
-------------------------------------------------------
% OF % OF
($ MILLIONS) 2000 NET SALES 1999 NET SALES % CHANGE
------------ ------ --------- ------- --------- --------
<S> <C> <C> <C> <C> <C>
Net Sales
North American......................... $392.3 72 $ 287.8 63 36
Offshore............................... 150.4 28 165.8 37 (9)
------ --- ------- --- ---
$542.7 100 $ 453.6 100 20
====== === ======= === ===
Gross Margin............................. $120.5 22 $ 66.3 15 82
====== === ======= === ===
Provision for plant closures............. -- -- $ 55.4 -- --
====== === ======= === ===
Provision for asset impairment........... -- -- $ 525.1 -- --
====== === ======= === ===
Operating Income (Loss).................. $ 80.1 15 $(551.9) -- --
====== === ======= === ===
Net Income (Loss)........................ $ 46.4 9 $(524.2) -- --
====== === ======= === ===
Net Income (Loss) per Share (dollars).... $ 0.89 -- $ (9.66) -- --
====== === ======= === ===
Gross Margin by Nutrient(1)
Potash................................. $ 72.8 52 $ 64.6 50 13
====== === ======= === ===
Phosphate.............................. $ 15.5 8 $ 25.1 13 (38)
====== === ======= === ===
Nitrogen............................... $ 32.2 15 $ (23.4) (18) --
====== === ======= === ===
</TABLE>
---------------
(1) Based on net sales by nutrient.
Higher nitrogen sales prices combined with record third quarter nitrogen
sales volumes resulted in higher nitrogen net sales revenue as compared to the
third quarter of 1999. In addition, offshore potash sales volumes were a third
quarter record. These factors were the primary reason for the increase in net
sales revenue over third quarter 1999. Operating income was favourably impacted
by a reduction in selling and administrative expenses due to a reduction in the
amortization of goodwill. Results for 1999 were significantly affected by the
provisions for plant closures and asset impairment.
11
<PAGE> 12
Year to Date
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30
--------------------------------------------------------
% OF % OF %
($ MILLIONS) 2000 NET SALES 1999 NET SALES CHANGE
------------ -------- --------- -------- --------- ------
<S> <C> <C> <C> <C> <C>
Net Sales
North American......................... $1,206.9 71 $1,099.2 70 10
Offshore............................... 487.2 29 468.2 30 4
-------- --- -------- --- ---
$1,694.1 100 $1,567.4 100 8
======== === ======== === ===
Gross Margin............................. $ 376.6 22 $ 329.1 21 14
======== === ======== === ===
Provision for plant closures............. -- -- $ 55.4 -- --
======== === ======== === ===
Provision for asset impairment........... -- -- $ 525.1 -- --
======== === ======== === ===
Operating Income (Loss).................. $ 283.9 17 $ (381.7) -- --
======== === ======== === ===
Net Income (Loss)........................ $ 178.1 11 $ (422.9) -- --
======== === ======== === ===
Net Income (Loss) per Share (dollars).... $ 3.38 -- $ (7.79) -- --
======== === ======== === ===
Gross Margin by Nutrient(1)
Potash................................. $ 259.1 53 $ 242.4 54 7
======== === ======== === ===
Phosphate.............................. $ 59.2 10 $ 114.5 18 (48)
======== === ======== === ===
Nitrogen............................... $ 58.3 9 $ (27.8) (6) --
======== === ======== === ===
</TABLE>
---------------
(1) Based on net sales by nutrient.
Higher nitrogen sales prices and record total potash sales volumes more
than offset lower potash and phosphate sales prices, resulting in an increase in
net sales revenues as compared to the first nine months of 1999. Operating
income was favourably impacted by a reduction in selling and administrative
expenses due to a reduction in the amortization of goodwill. Operating income
was also favourably affected by the increase in other income (which was
primarily due to the gain on sale of Moab, a dividend from Israel Chemicals
Ltd., the gain on sale of an aircraft, recovery of catalyst from Clinton and
LaPlatte and foreign exchange gains). Results for 1999 were significantly
affected by the provisions for plant closures and asset impairment.
POTASH REVENUE
Third Quarter
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30
-------------------------------------------------------------------
2000 NET SALES 1999 NET SALES % CHANGE
-------------------------------- -------------------------------- --------------------------
AVERAGE AVERAGE AVERAGE
REVENUE TONNES PRICE REVENUE TONNES PRICE PRICE
($ MILLIONS) (000'S) PER MT ($ MILLIONS) (000'S) PER MT REVENUE TONNES PER MT
------------ ------- ------- ------------ ------- ------- ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
North American........ $ 60.3 778 $77.55 $ 53.4 669 $79.85 13 16 (3)
Offshore.............. 79.8 883 90.34 74.7 780 95.81 7 13 (6)
------ ----- ------ ------ ----- ------ -- -- --
$140.1 1,661 $84.35 $128.1 1,449 $88.45 9 15 (5)
====== ===== ====== ====== ===== ====== == == ==
</TABLE>
Record purchases by Brazil were the primary factor which led to record
third quarter offshore sales volumes. Offshore sales prices decreased on a
quarter-over-quarter basis primarily due to a combination of product mix,
earlier competitive pressures and firming freight rates. The increase in North
American sales volumes was primarily due to a strong fall fill program in the
US. Sales prices were down in North America primarily due to increased
competition.
12
<PAGE> 13
Year to Date
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30
-------------------------------------------------------------------
2000 NET SALES 1999 NET SALES % CHANGE
-------------------------------- -------------------------------- --------------------------
AVERAGE AVERAGE AVERAGE
REVENUE TONNES PRICE REVENUE TONNES PRICE PRICE
($ MILLIONS) (000'S) PER MT ($ MILLIONS) (000'S) PER MT REVENUE TONNES PER MT
------------ ------- ------- ------------ ------- ------- ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
North American........ $195.3 2,450 $79.69 $185.5 2,216 $83.68 5 11 (5)
Offshore.............. 291.7 3,368 86.63 262.6 2,896 90.69 11 16 (4)
------ ----- ------ ------ ----- ------ -- -- --
$487.0 5,818 $83.71 $448.1 5,112 $87.65 9 14 (4)
====== ===== ====== ====== ===== ====== == == ==
</TABLE>
Record offshore sales volumes to China and Brazil and increased sales to
Japan, Indonesia and Vietnam contributed to a record for total nine-month sales
tonnes. Offshore sales prices were down as compared to the first nine months of
1999 primarily due to competitive pressures and firming freight rates. North
American sales volumes increased primarily due to large seeded acreages and
favourable planting conditions which extended the fertilizer season and a strong
fall fill program. Sales prices in the North American market were down as
compared to the same period in 1999 due to competitive pressures.
PHOSPHATE REVENUE
Third Quarter
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30
---------------------------------------------------------------------
2000 NET SALES 1999 NET SALES % CHANGE
--------------------------------- --------------------------------- --------------------------
AVERAGE AVERAGE AVERAGE
REVENUE TONNES PRICE REVENUE TONNES PRICE PRICE
($ MILLIONS) (000'S) PER MT ($ MILLIONS) (000'S) PER MT REVENUE TONNES PER MT
------------ ------- -------- ------------ ------- -------- ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Fertilizer --
liquids............ $ 43.8 236 $185.66 $ 49.0 263 $186.49 (11) (10) --
Fertilizer -- DAP.... 53.4 373 143.22 69.1 414 167.05 (23) (10) (14)
Feed................. 55.3 230 240.88 50.3 206 244.15 10 11 (1)
Industrial........... 42.1 132 316.71 30.8 104 293.48 37 27 8
------ --- ------- ------ --- ------- --- --- ---
$194.6 971 $200.38 $199.2 987 $201.75 (2) (2) (1)
====== === ======= ====== === ======= === === ===
</TABLE>
Higher industrial sales volumes as compared to third quarter 1999 were
primarily due to securing new business, reinforcing the Company's objective to
grow the industrial phosphate business. Higher industrial sales prices primarily
reflect changes in product and customer mix.
Offshore liquid fertilizer sales volumes decreased primarily due to reduced
sales to India. North American liquid sales volumes were comparable to third
quarter 1999. Third quarter North American DAP sales volumes increased from the
same quarter in 1999 due to a good fall fill program as customers bought ahead
of price increases. However, this was more than offset by a decrease in offshore
DAP volumes primarily due to lower PhosChem sales to India and Pakistan.
Overall, DAP sales prices were down compared to the third quarter of 1999 but
increased as compared to second quarter 2000.
Increased feed sales volumes were primarily due to the Company's purchase
of a feed plant in Brazil and strong offshore demand.
13
<PAGE> 14
Year to Date
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30
---------------------------------------------------------------------
2000 NET SALES 1999 NET SALES % CHANGE
--------------------------------- --------------------------------- --------------------------
AVERAGE AVERAGE AVERAGE
REVENUE TONNES PRICE REVENUE TONNES PRICE PRICE
($ MILLIONS) (000'S) PER MT ($ MILLIONS) (000'S) PER MT REVENUE TONNES PER MT
------------ ------- -------- ------------ ------- -------- ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Fertilizer --
liquids............ $139.6 724 $192.74 $165.2 777 $212.50 (15) (7) (9)
Fertilizer -- DAP.... 170.6 1,177 144.94 215.4 1,199 179.59 (21) (2) (19)
Feed................. 156.4 656 238.39 159.6 656 243.14 (2) -- (2)
Industrial........... 114.2 364 314.44 97.3 325 300.16 17 12 5
------ ----- ------- ------ ----- ------- --- -- ---
$580.8 2,921 $198.86 $637.5 2,957 $215.57 (9) (1) (8)
====== ===== ======= ====== ===== ======= === == ===
</TABLE>
Higher industrial sales volumes as compared to the first nine months of
1999 were primarily due to securing new business. This reinforced the Company's
objective to grow the industrial phosphate business. Higher industrial sales
prices primarily reflect changes in product and customer mix. On a year-to-date
basis, non-fertilizer products contributed 35 percent of sales volumes (1999 --
33 percent), 47 percent of net sales revenue (1999 -- 40 percent) and all of the
positive gross margin (1999 -- 59 percent of gross margin).
Offshore liquid fertilizer sales volumes increased marginally as compared
to the first nine months of 1999. This increase was more than offset by a
reduction in North American sales volumes due primarily to a carry-over from the
previous season. Offshore DAP sales volumes decreased primarily due to reduced
purchases by China, India and Pakistan. This more than offset an increase in
North American sales volumes. Overall, DAP prices were down 19 percent. Offshore
liquid fertilizer prices declined due primarily to lower contract prices in
India. North American phosphate fertilizer prices continued to be disappointing.
NITROGEN REVENUE
Third Quarter
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30
---------------------------------------------------------------------
2000 NET SALES 1999 NET SALES % CHANGE
--------------------------------- --------------------------------- --------------------------
AVERAGE AVERAGE AVERAGE
REVENUE TONNES PRICE REVENUE TONNES PRICE PRICE
($ MILLIONS) (000'S) PER MT ($ MILLIONS) (000'S) PER MT REVENUE TONNES PER MT
------------ ------- -------- ------------ ------- -------- ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Ammonia.............. $ 62.3 398 $156.52 $ 41.5 407 $101.95 50 (2) 54
Urea................. 56.2 357 157.61 35.5 325 108.88 59 10 45
Solutions............ 30.9 303 101.92 12.0 187 64.58 156 62 58
Other................ 34.7 641 54.17 25.6 575 44.53 36 12 22
------ ----- ------- ------ ----- ------- --- -- --
184.1 1,699 108.34 114.6 1,494 76.67 61 14 41
Purchased............ 23.9 150 159.73 11.7 106 110.61 105 42 44
------ ----- ------- ------ ----- ------- --- -- --
$208.0 1,849 $112.50 $126.3 1,600 $ 78.91 65 16 43
====== ===== ======= ====== ===== ======= === == ==
Fertilizer........... $105.3 765 $137.56 $ 53.4 618 $ 86.41 97 24 59
Non-fertilizer....... 102.7 1,084 94.80 72.9 982 74.19 41 10 28
------ ----- ------- ------ ----- ------- --- -- --
$208.0 1,849 $112.50 $126.3 1,600 $ 78.91 65 16 43
====== ===== ======= ====== ===== ======= === == ==
</TABLE>
Prices for all nitrogen products were significantly higher than in the
third quarter of 1999. These higher prices combined with record third quarter
sales volumes resulted in a substantial improvement in nitrogen gross margin on
a quarter-over-quarter basis. The increase in prices were primarily the result
of healthy demand and tight supply due to temporary and permanent plant
shutdowns. The significant increase in US natural gas prices has accelerated
industry rationalization in North America.
Sales volumes of manufactured products increased as compared to the third
quarter of 1999 primarily due to low inventories, good industrial demand and
increased market share.
As a percentage of total sales volumes, non-fertilizer sales volumes
decreased from 61 percent in third quarter 1999 to 59 percent in third quarter
2000 while non-fertilizer sales revenues decreased from 58 percent
14
<PAGE> 15
to 49 percent over the same period. This is primarily due to the significant
improvement in fertilizer volumes and prices on a quarter-over-quarter basis.
Year to Date
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30
---------------------------------------------------------------------
2000 NET SALES 1999 NET SALES % CHANGE
--------------------------------- --------------------------------- --------------------------
AVERAGE AVERAGE AVERAGE
REVENUE TONNES PRICE REVENUE TONNES PRICE PRICE
($ MILLIONS) (000'S) PER MT ($ MILLIONS) (000'S) PER MT REVENUE TONNES PER MT
------------ ------- -------- ------------ ------- -------- ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Ammonia.............. $142.8 952 $150.08 $148.0 1,462 $101.22 (3) (35) 48
Urea................. 170.3 1,166 145.99 133.4 1,201 111.12 28 (3) 31
Solutions............ 91.7 1,190 77.07 83.8 1,245 67.32 9 (4) 14
Other................ 103.5 1,665 62.14 87.0 1,722 50.48 19 (3) 23
------ ----- ------- ------ ----- ------- --- --- --
508.3 4,973 102.21 452.2 5,630 80.31 12 (12) 27
Purchased............ 118.0 801 147.24 29.6 282 105.39 299 184 40
------ ----- ------- ------ ----- ------- --- --- --
$626.3 5,774 $108.45 $481.8 5,912 $ 81.51 30 (2) 33
====== ===== ======= ====== ===== ======= === === ==
Fertilizer........... $333.5 2,881 $115.76 $257.2 3,051 $ 84.32 30 (6) 37
Non-fertilizer....... 292.8 2,893 101.17 224.6 2,861 78.51 30 1 29
------ ----- ------- ------ ----- ------- --- --- --
$626.3 5,774 $108.45 $481.8 5,912 $ 81.51 30 (2) 33
====== ===== ======= ====== ===== ======= === === ==
</TABLE>
Prices for all nitrogen products were higher than in the first nine months
of 1999. These higher prices were primarily the result of healthy demand and the
tight supply due to temporary and permanent plant shutdowns. The significant
increase in US natural gas prices has accelerated industry rationalization in
North America.
Sales volumes of manufactured products decreased as compared to the first
nine months of 1999 primarily due to the permanent closure of two of the
Company's plants in the third quarter of 1999 and the temporary shutdown of two
of the Company's ammonia plants in Trinidad during the first half of 2000. Sales
volumes of purchased products increased as purchased products replaced
manufactured products in order to satisfy established customer demand.
Non-fertilizer sales volumes increased from 48 percent in the first nine
months of 1999 to 50 percent in the same period in 2000. Non-fertilizer sales
revenues remained at 47 percent of total nitrogen net sales revenues.
COST OF GOODS SOLD
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
% %
2000 1999 CHANGE 2000 1999 CHANGE
------- ------- ------ ------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
Potash production (KCl) tonnage (000's)... 1,190 1,069 11 5,631 4,700 20
Phosphate production (P(2)0(5)) tonnage
(000's)................................. 484 481 1 1,510 1,598 (6)
Nitrogen production (N) tonnage (000's)... 759 650 17 1,953 2,372 (18)
Potash unit cost of sales ($)............. $ 40.49 $ 43.89 (8) $ 39.18 $ 40.24 (3)
Phosphate unit cost of sales ($).......... $184.41 $176.33 5 $178.61 $176.86 1
Manufactured Nitrogen unit cost of sales
($)..................................... $ 89.97 $ 91.25 (1) $ 90.77 $ 85.18 7
Depreciation and amortization
($millions)............................. $ 46.5 $ 47.9 (3) $ 143.9 $ 148.2 (3)
</TABLE>
Higher potash production volumes, fewer shutdown weeks, more potash sales
sourced from Saskatchewan and a weaker Canadian dollar contributed to a
reduction in the potash unit cost of sales as compared to third quarter 1999. On
a year-to-date basis record production volumes were primarily responsible for
lower per unit cost of sales.
15
<PAGE> 16
Phosphate unit cost of sales increased as compared to the third quarter of
1999 primarily due to the increased cost of ammonia which more than offset the
lower per unit cost of sulphur. On a year-to-date basis the increased cost of
ammonia combined with reduced phosphate production has resulted in higher per
unit cost of sales.
The per unit cost of manufactured nitrogen products in the third quarter
was flat as compared to the third quarter of 1999 due primarily to higher
production volumes which offset the effect of higher natural gas costs. The
average per unit cost of natural gas increased over third quarter 1999 due to
more expensive US based production during the quarter and higher natural gas
costs in Trinidad. Natural gas costs at the Company's US plants benefited from
the Company's natural gas hedging program which mitigated the effect of the
recent increases in US natural gas prices. On a year-to-date basis the per unit
cost of manufactured products has increased primarily due to reduced production
(due to the temporary closure of two of the Company's plants in Trinidad during
the first half of the year) and increased natural gas prices.
EXPENSES
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
------------------------- ------------------------
% %
($ MILLIONS) 2000 1999 CHANGE 2000 1999 CHANGE
------------ ----- ------ ------ ----- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Selling and Administrative.............. $30.6 $ 32.0 (5) $79.3 $89.8 (12)
Provincial Mining and Other Taxes....... 18.7 13.2 41 66.5 60.9 9
Interest................................ 16.6 12.9 29 45.9 38.5 19
Income Taxes............................ 17.2 (40.6) 142 59.9 2.8 2,052
</TABLE>
Selling and administrative expenses in the third quarter of 2000 and on a
year-to-date basis decreased primarily due to a reduction in the amortization of
goodwill which was partially offset by relocation costs relating to the
Northbrook office.
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 increase in
Provincial Mining and Other Taxes for the quarter and on a year-to-date basis is
primarily due to increased Saskatchewan-sourced sales.
Interest expense in the third quarter of 2000 and on a year-to-date basis
increased due to an increase in interest expense on short-term debt relating to
the Company's commercial paper program. The weighted average interest rate on
short-term debt outstanding in the third quarter of 2000 was 6.9 percent (1999
--5.5 percent) and for the nine months ended September 30, 2000 was 6.6 percent
(1999 -- 5.3 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 third quarter of 2000 was $436.2 million as
compared to $482.6 million in 1999. The weighted average interest rate on the
long-term debt outstanding was 6.9 percent in the third quarter of 2000 (1999 --
6.8 percent). On a year-to-date basis, the weighted average long-term debt
outstanding in the first nine months of 2000 was $441.5 million as compared to
$702.5 million in the first nine months of 1999. The weighted average interest
rate on the long-term debt outstanding was 6.8 percent during the nine months
ended September 30, 2000 (1999 -- 6.4 percent).
PCS and certain subsidiaries are subject to federal income taxes (which
includes the Large Corporations Tax) and provincial income taxes in Canada. The
Company's subsidiaries which operate in the United States are subject to US
federal and state income taxes; these subsidiaries are currently not subject to
federal cash income tax by virtue of net operating losses incurred. The
Company's nitrogen subsidiaries which operate in Trinidad are subject to
Trinidad taxes.
The effective consolidated tax rate for the third quarter of 2000 was 27
percent (1999 -- 27 percent) of income before income taxes. On a year-to-date
basis the effective consolidated tax rate was 27 percent (exclusive of the gain
on sale of Moab, for which there was no tax effect). The comparable rate in 1999
was 30 percent. The decrease in the effective rate is primarily due to revisions
to earnings estimates. As earnings
16
<PAGE> 17
estimates within taxing jurisdictions change, the effective rate may also
change. On a year-to-date basis the current/deferred tax split approximates 45
percent current and 55 percent deferred.
ANALYSIS OF FINANCIAL CONDITION AND CASH FLOW
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30
--------------------------
%
($ MILLIONS) 2000 1999 CHANGE
------------ ------ ------ ------
<S> <C> <C> <C>
Cash provided by operating activities....................... $360.9 $327.2 10
Cash used in investing activities........................... $203.9 $128.3 59
Cash used in financing activities........................... $105.4 $243.5 (57)
</TABLE>
The increase in cash provided by operating activities in the first nine
months of 2000 was primarily due to increases of $30.7 million in net income
(exclusive of the gain on sale of Moab) before non-cash provisions for plant
closure and asset impairment and $45.2 million of deferred income taxes which
were partially offset by a reduction of $35.1 million due to net increases in
accounts receivable, inventories and accounts payable.
The increase in cash used in investing activities was primarily due to the
purchase of Albright & Wilson ($32.0 million), the purchase of rights to certain
manufacturing technology ($11.1 million) and the purchase of property, plant and
equipment ($75.5 million, which includes the final payment on the sulphur vessel
and assets capitalized on the buy out of certain operating leases).
Cash used in financing activities was primarily to repurchase shares and to
pay dividends. The Company paid dividends of $39.2 million in the first nine
months of 2000 (1999 -- $39.9 million) and repurchased shares for $104.1 million
(2,070,000 shares at an average price of $50.31). This completed the Company's
share repurchase program. On a cumulative basis since inception of the program
in November, 1999 the Company repurchased 2,700,000 shares for $133.4 million
(an average price of $49.41).
The Company has a syndicated credit facility which provides for unsecured
advances of up to $500.0 million (less the amount of commercial paper
outstanding), none of which was outstanding at September 30, 2000. In addition,
the Company has short-term lines of credit for up to $289.8 million in borrowing
(less letters of credit of $27.3 million), of which $100.0 million was
outstanding at September 30, 2000. The Company is authorized to borrow up to a
maximum of $500.0 million under the commercial paper program of which $435.4 was
outstanding at September 30, 2000. 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, as 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 2000.
PLANT CLOSURES AND OFFICE CONSOLIDATION
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 the Company's office in Northbrook, IL.
All on-site inventory at Clinton and LaPlatte has been sold and the
decommissioning of the ammonia storage tanks at Clinton and LaPlatte has been
completed. The Company has contracted out the demolition of the Clinton facility
(at a cost of approximately $45) and 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. There is one employee remaining at each site.
17
<PAGE> 18
The Company is currently in negotiations for the sale of the Saltville
site. Dismantling procedures are now complete.
The office consolidation is now complete.
OUTLOOK
The rising world population and the demand for more food and better diets,
with meat as a protein source, will continue to drive consumption of fertilizers
over the long term. Governments around the world are placing priority on
fertilizer purchases to increase food production. While the consumption trend
line is expected to continue to climb over the long term, there will be, at
times, fluctuations in demand.
North American fertilizer demand is generally considered mature but is
expected to fluctuate from year-to-year, as a function of acres planted and
application rates per acre which are influenced by crop prices and weather. In
its mid-October Crop Report, the USDA reduced its corn production estimate and
increased its demand forecast. The corn stocks-to-use ratio is now expected to
be flat year-over-year at 17.9 percent, well below September's estimate of 22.6
percent. This has improved corn prices. Combined with record government
payments, this should create a positive mindset for farmers.
The Company sells a significant amount of potash and phosphate into
countries in the offshore markets. Consumers in these markets purchase
fertilizer to grow cash crops for export and to grow food for internal use.
Recent estimates by outside consultants suggest that fertilizer consumption in
these markets will rise by 2 to 3 percent this year.
The Company also sells product in the non-fertilizer markets which are
affected by North American economic growth. The outlook for North American
economic growth should translate into increased demand for these upgraded
products.
Domestic fertilizer sales volumes in the fourth quarter of 2000 will be
affected primarily by the strength of the fall season. Offshore sales volumes
may be affected by the timing of purchases by China, India and Brazil. Sales
volumes of manufactured nitrogen products are expected to increase as compared
to the first half of 2000 as the Company's two ammonia plants in Trinidad have
returned to production in July, 2000.
DAP prices have come under pressure with restarts of North American
production. DAP prices in the fourth quarter of 2000 may also be affected by
imports by China and India and new capacity coming on stream in Australia and
India.
Nitrogen prices going forward may be affected by the length and number of
North American shutdowns, which in turn may be influenced by natural gas prices.
In addition, these prices may be affected by how much and how quickly new
capacity comes on stream and how efficiently the market restructures to deal
with it.
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 fourth quarter of 2000 as in fourth quarter 1999 (18
weeks). Production costs are also affected by the strength of the Canadian
dollar, natural gas costs and sourcing of product sales.
Phosphate processing costs are primarily affected by the cost of ammonia,
sulphur and rock mining conditions.
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 fourth quarter
relative to 1999 and the third quarter of 2000. 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.
For the fourth quarter, PCS expects overall earnings to approximate $0.75
per share.
18
<PAGE> 19
FORWARD LOOKING STATEMENTS
Certain statements in this quarterly report on Form 10-Q and this
Management's Discussion and Analysis of Financial Condition and Results of
Operations, including those in the "Outlook" section, relating to the period
after September 30, 2000, 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; potential higher costs incurred in connection with restructuring
charges as compared to costs estimated for purposes of calculating such charges;
uncertainty and variations in future discounted and undiscounted net cash flows
from use together with residual values estimated for purposes of calculating
asset impairment; 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 year-over-year basis and sales can be
expected to shift from one period to another. The Company disclaims any
intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's nitrogen operations are significantly affected by the price
of natural gas. The Company employs derivative commodity instruments related to
a portion of its natural gas requirements (primarily futures, swaps and options)
for the purpose of managing its exposure to commodity price risk in the purchase
of natural gas. Changes in the market value of these derivative instruments have
a high correlation to changes in the spot price of natural gas. Gains or losses
arising from settled hedging transactions are deferred as a component of
inventory until the product containing the hedged item is sold. Changes in the
market value of open hedging transactions are not recognized as they generally
relate to changes in the spot price of anticipated natural gas purchases.
A sensitivity analysis has been prepared to estimate the Company's market
risk exposure arising from derivative commodity instruments. The fair value of
such instruments is calculated by valuing each position using quoted market
prices. Market risk is estimated as the potential loss in fair value resulting
from a hypothetical 10 percent adverse change in such prices. The results of
this analysis indicate that as of September 30, 2000 the Company's estimated
derivative commodity instruments market risk exposure was $46.3 million (1999 --
$31.6 million). Actual results may differ from this estimate. Changes in the
fair value of such derivative instruments, with maturities in 2000 through 2005,
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.
19
<PAGE> 20
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
CIVIL ANTITRUST COMPLAINTS
In June 1993, PCS and PCS Sales (Canada) Inc. ("PCS Sales (Canada)") were
served with a complaint relating to a suit filed in the United States District
Court for Minnesota against most North American potash producers, including the
Company. The complaint alleged a conspiracy among the defendants to fix the
price of potash purchased by the plaintiffs as well as potash purchased by the
members of a class of certain purchasers proposed by the plaintiffs. Similar
complaints were filed in the United States District Courts for the Northern
District of Illinois and the Western District of Virginia. On motion of the
defendants, all of the complaints were transferred and consolidated for
pre-trial purposes in the United States District Court for Minnesota. The
complaint sought treble damages and other relief. PCS and PCS Sales (Canada)
filed a motion for summary judgment on December 22, 1995. On January 2, 1997,
Judge Richard H. Kyle issued an order granting the defendants' motions for
summary judgment and dismissing the lawsuit. The plaintiffs appealed that order
to the United States Court of Appeals for the Eighth Circuit. On February 17,
2000, the Eighth Circuit, en banc, affirmed Judge Kyle's summary judgment
ruling. On October 2, 2000, the United States Supreme Court denied the
plaintiffs' petition for writ of certiori. Accordingly, the claims of federal
court plaintiffs have now been fully and finally dismissed.
Additional complaints were filed in California state court on behalf of
purported class of indirect purchasers of potash. PCS moved to dismiss the
California State Court lawsuits for lack of personal jurisdiction and the court
ruled that it does not have personal jurisdiction over PCS but that it does have
personal jurisdiction over PCS Sales (Canada). Following Judge Kyle's summary
judgment decision, the California litigation was stayed, and the plaintiffs
agreed to dismiss their lawsuit if Judge Kyle's summary judgment ruling
withstood appeal. PCS Sales (Canada) expects the California lawsuit to be
dismissed shortly.
ITEM 5. OTHER INFORMATION
None.
20
<PAGE> 21
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
<S> <C>
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.
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.
</TABLE>
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.
<TABLE>
<CAPTION>
<S> <C>
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.
</TABLE>
21
<PAGE> 22
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
<S> <C>
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) 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(e) 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(f) 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(g) Canpotex/PCS Amending Agreement, dated with effect October
1, 1992, incorporated by reference to Exhibit 10(f) to the
1995 Form 10-K.
10(h) 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(i) 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(j) 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(k) 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(l) 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.
</TABLE>
22
<PAGE> 23
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
<S> <C>
10(m) 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(n) 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(o) 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(p) 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(q) 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(r) 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(s) 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(t) 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(u) 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(v) 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(w) 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(x) 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(y) Potash Corporation of Saskatchewan Inc. Stock Option Plan --
Officers and Key Employees, as amended November 3, 1999,
incorporated by reference to Exhibit 10(z) to the Third
Quarter 1999 Form 10-Q.
10(z) Short-Term Incentive Plan of the registrant effective
January 2000, incorporated by reference to Exhibit 10(z) to
the First Quarter 2000 Form 10-Q.
10(aa) Long-Term Incentive Plan of the registrant effective January
2000, incorporated by reference to Exhibit 10(aa) to the
Second Quarter 2000 Form 10-Q.
</TABLE>
23
<PAGE> 24
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
<S> <C>
10(bb) 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(cc) 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(dd) 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(ee) Supplemental Retirement Benefits Plan, for eligible
employees of PCS Phosphate Company, Inc., incorporated by
reference to Exhibit 10(s) to the 1995 Form 10-K.
10(ff) 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(gg) 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(hh) General Partnership Agreement forming Albright & Wilson
Company, dated July 29, 1988 and amended January 31, 1995,
between Texasgulf Inc. and Albright & Wilson Americas Inc.,
incorporated by reference to Exhibit 10(v) to the 1995 Form
10-K.
10(ii) Amendment to the Albright & Wilson Company General
Partnership Agreement dated March 23, 2000, incorporated by
reference to Exhibit 10(jj) to the registrant's report on
Form 10-K for the year ended December 31, 1999 (the "1999
Form 10-K").
10(jj) 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(kk) 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(ll) 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.
10(mm) Amended and restated Supplemental Retirement Income Plan of
the registrant and text of amendment to existing
supplemental income plan agreements.
11 Statement re Computation of Per Share Earnings.
27 Financial Data Schedule.
</TABLE>
(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.
24
<PAGE> 25
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
POTASH CORPORATION OF
SASKATCHEWAN INC.
November 9, 2000
By: /s/ JOHN L.M. HAMPTON
------------------------------------
John L.M. Hampton
Senior Vice President, General
Counsel and Secretary
November 9, 2000
By: /s/ WAYNE R. BROWNLEE
------------------------------------
Wayne R. Brownlee
Senior Vice President, Finance and
Treasurer, and Chief Financial
Officer (Principal Financial and
Accounting Officer)
25
<PAGE> 26
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT INDEX PAGE
------- ------------- ----
<S> <C> <C>
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.
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.
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) 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)).
</TABLE>
<PAGE> 27
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT INDEX PAGE
------- ------------- ----
<S> <C> <C>
10(e) 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(f) 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(g) Canpotex/PCS Amending Agreement, dated with effect October
1, 1992, incorporated by reference to Exhibit 10(f) to the
1995 Form 10-K.
10(h) 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(i) 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(j) 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(k) 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(l) 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(m) 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(n) 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(o) 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(p) 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.
</TABLE>
<PAGE> 28
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT INDEX PAGE
------- ------------- ----
<S> <C> <C>
10(q) 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(r) 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(s) 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(t) 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(u) 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(v) 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(w) 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(x) 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(y) Potash Corporation of Saskatchewan Inc. Stock Option Plan --
Officers and Key Employees, as amended November 3, 1999,
incorporated by reference to Exhibit 10(z) to the Third
Quarter 1999 Form 10-Q.
10(z) Short-Term Incentive Plan of the registrant effective
January 2000, incorporated by reference to Exhibit 10(z) to
the First Quarter 2000 Form 10-Q.
10(aa) Long-Term Incentive Plan of the registrant effective January
2000, incorporated by reference to Exhibit 10(aa) to the Second
Quarter 2000 Form 10-Q.
10(bb) 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(cc) 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(dd) 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(ee) Supplemental Retirement Benefits Plan, for eligible
employees of PCS Phosphate Company, Inc., incorporated by
reference to Exhibit 10(s) to the 1995 Form 10-K.
10(ff) 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(gg) 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.
</TABLE>
<PAGE> 29
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT INDEX PAGE
------- ------------- ----
<S> <C> <C>
10(hh) General Partnership Agreement forming Albright & Wilson
Company, dated July 29, 1988 and amended January 31, 1995,
between Texasgulf Inc. and Albright & Wilson Americas Inc.,
incorporated by reference to Exhibit 10(v) to the 1995 Form
10-K.
10(ii) Amendment to the Albright & Wilson Company General
Partnership Agreement dated March 23, 2000, incorporated by
reference to Exhibit 10(jj) to the registrant's report on
Form 10-K for the year ended December 31, 1999 (the "1999
Form 10-K").
10(jj) 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(kk) 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(ll) 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.
10(mm) Amended and restated Supplemental Retirement Income Plan of
the registrant and text of amendment to existing
supplemental income plan agreements.
11 Statement re Computation of Per Share Earnings.
27 Financial Data Schedule.
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