<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 MARCH 31, 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 April 30, 2000, Potash Corporation of Saskatchewan Inc. (the
"Company") had 52,503,272 Common Shares outstanding.
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<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. 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
MARCH 31
--------------------
2000 1999
-------- --------
<S> <C> <C>
Net sales................................................... $590,583 $549,341
Cost of goods sold.......................................... 456,928 427,300
-------- --------
GROSS MARGIN................................................ 133,655 122,041
-------- --------
Selling and administrative.................................. 22,192 29,441
Provincial mining and other taxes........................... 26,202 24,768
Other income................................................ (21,325) (6,217)
-------- --------
27,069 47,992
-------- --------
OPERATING INCOME............................................ 106,586 74,049
INTEREST EXPENSE............................................ 14,488 14,175
-------- --------
INCOME BEFORE INCOME TAXES.................................. 92,098 59,874
INCOME TAXES (NOTE 5)....................................... 20,472 20,357
-------- --------
NET INCOME.................................................. 71,626 39,517
RETAINED EARNINGS, BEGINNING OF PERIOD...................... 424,359 889,676
DIVIDENDS................................................... (13,266) (13,207)
-------- --------
RETAINED EARNINGS, END OF PERIOD............................ $482,719 $915,986
======== ========
NET INCOME PER SHARE (NOTE 6)............................... $ 1.34 $ 0.73
======== ========
DIVIDENDS PER SHARE (NOTE 7)................................ $ 0.25 $ 0.24
======== ========
</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>
MARCH 31, DECEMBER 31,
2000 1999
----------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents................................. $ 28,832 $ 44,037
Accounts receivable....................................... 305,636 269,264
Inventories (Note 4)...................................... 355,629 377,232
Prepaid expenses.......................................... 44,837 35,702
---------- ----------
734,934 726,235
Property, plant and equipment............................... 2,869,879 2,877,060
Goodwill.................................................... 108,639 109,378
Other assets................................................ 220,171 204,157
---------- ----------
$3,933,623 $3,916,830
========== ==========
LIABILITIES
Current Liabilities
Short-term debt........................................... $ 468,602 $ 474,504
Accounts payable and accrued charges...................... 379,173 349,062
Current portion of long-term debt......................... 7,333 7,437
---------- ----------
855,108 831,003
Long-term debt.............................................. 436,865 437,020
Deferred income tax liability............................... 419,638 409,371
Accrued post-retirement/post-employment benefits............ 149,519 148,409
Accrued reclamation costs................................... 83,441 112,175
Other non-current liabilities and deferred credits.......... 22,357 16,466
---------- ----------
1,966,928 1,954,444
---------- ----------
SHAREHOLDERS' EQUITY
Share Capital............................................... 1,190,883 1,216,533
Contributed Surplus......................................... 293,093 321,494
Retained Earnings........................................... 482,719 424,359
---------- ----------
1,966,695 1,962,386
---------- ----------
$3,933,623 $3,916,830
========== ==========
</TABLE>
(See Notes to the Consolidated Financial Statements)
3
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POTASH CORPORATION OF SASKATCHEWAN INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
(IN THOUSANDS OF U.S. DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
----------------------
2000 1999
--------- ---------
<S> <C> <C>
OPERATING ACTIVITIES
Net income.................................................. $ 71,626 $ 39,517
Items not affecting cash
Depreciation and amortization............................. 49,537 49,078
(Gain) loss on disposal of assets......................... (16,279) 99
Provision for deferred income tax......................... 8,189 11,803
Provision for post-retirement/post-employment benefits.... 1,110 512
--------- ---------
114,183 101,009
CHANGES IN NON-CASH OPERATING WORKING CAPITAL
Accounts receivable....................................... (24,057) 7,731
Inventories............................................... 20,695 9,936
Prepaid expenses.......................................... (9,124) (8,772)
Accounts payable and accrued charges...................... 26,883 (13,522)
Current income taxes...................................... 1,233 8,272
Accrued reclamation costs................................... (1,453) (3,538)
Other non-current liabilities and deferred credits.......... 5,891 (737)
--------- ---------
CASH PROVIDED BY OPERATING ACTIVITIES....................... 134,251 100,379
--------- ---------
INVESTING ACTIVITIES
Acquisition of Albright & Wilson Company (Note 3)........... (32,000) --
Additions to property, plant and equipment.................. (29,443) (14,034)
Proceeds from disposal of assets............................ 3,148 283
(Additions to) disposal of other assets..................... (17,682) 6,852
--------- ---------
CASH USED IN INVESTING ACTIVITIES........................... (75,977) (6,899)
--------- ---------
CASH BEFORE FINANCING ACTIVITIES............................ 58,274 93,480
--------- ---------
FINANCING ACTIVITIES
Repayment of long-term debt................................. (259) (115,554)
Proceeds from short-term debt............................... 138,065 --
Repayment of short-term debt................................ (143,967) (1,982)
Dividends................................................... (13,266) (13,207)
Repurchase of shares........................................ (54,429) --
Issuance of shares.......................................... 377 539
--------- ---------
CASH USED IN FINANCING ACTIVITIES........................... (73,479) (130,204)
--------- ---------
DECREASE IN CASH AND CASH EQUIVALENTS....................... (15,205) (36,724)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.............. 44,037 67,971
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD.................... $ 28,832 $ 31,247
========= =========
Supplemental cash flow disclosure
Interest paid............................................. $ 8,654 $ 11,862
Income taxes paid......................................... $ 9,675 $ 282
</TABLE>
(See Notes to the Consolidated Financial Statements)
4
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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.
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
-------
Net assets acquired......................................... $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 unaudited 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>
THREE MONTHS ENDED
MARCH 31
----------------------
2000 1999
--------- ---------
(UNAUDITED PRO FORMA)
<S> <C> <C>
Net sales.......................................... $605,028 $562,968
Operating income................................... $110,172 $ 77,578
Net income......................................... $ 74,100 $ 41,994
Net income per share............................... $ 1.39 $ 0.77
</TABLE>
4. INVENTORIES
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
----------- ------------
(UNAUDITED)
<S> <C> <C>
Finished product.................................. $141,519 $165,301
Materials and supplies............................ 108,790 110,615
Raw materials..................................... 39,369 53,329
Work in process................................... 65,951 47,987
-------- --------
$355,629 $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
for this quarter.
6. NET INCOME PER SHARE
Net income per share for the year to date is calculated on the weighted
average shares issued and outstanding during the three months ended March 31,
2000 of 53,420,000 (1999 -- 54,249,000).
6
<PAGE> 7
7. DIVIDENDS
Prior to June 30, 1999 the Company declared its dividends in Canadian
dollars. Subsequent to that date, the Company 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. 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 MARCH 31, 2000
(UNAUDITED)
----------------------------------------------------------------
POTASH PHOSPHATE NITROGEN ALL OTHERS CONSOLIDATED
-------- --------- -------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Net sales -- third party.......... $181,415 $205,673 $203,495 $ -- $590,583
Inter-segment net sales........... 3,813 627 12,835 -- --
Gross margin...................... 93,530 27,296 12,829 -- 133,655
Operating income (loss)........... 67,818 41,146 9,427 (11,805) 106,586
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1999
(UNAUDITED)
----------------------------------------------------------------
POTASH PHOSPHATE NITROGEN ALL OTHERS CONSOLIDATED
-------- --------- -------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Net sales -- third party.......... $147,044 $230,778 $171,519 $ -- $549,341
Inter-segment net sales........... 3,936 633 11,270 -- --
Gross margin...................... 80,213 45,672 (3,844) -- 122,041
Operating income (loss)........... 54,903 45,670 (10,517) (16,007) 74,049
</TABLE>
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 Chicago, IL.
<TABLE>
<CAPTION>
ACCRUED BALANCE ACCRUED BALANCE
DECEMBER 31, AMOUNT RESERVE MARCH 31,
1999 ADJUSTMENTS PAID UTILIZED 2000
--------------- ----------- ------ -------- ---------------
<S> <C> <C> <C> <C> <C>
PLANT CLOSURES
Severance...................... $ 2,734 $ -- $1,514 $ -- $ 1,220
Decommissioning................ 284 165 449 -- --
Environmental remediation...... 1,908 (165) 508 -- 1,235
Contractual commitments........ 6,462 -- 271 -- 6,191
Non-cash parts inventory
writedown.................... 8,185 -- -- 1,985 6,200
Non-cash writedown of property,
plant and equipment.......... 27,078 321 -- 103 27,296
------- ----- ------ ------ -------
46,651 321 2,742 2,088 42,142
OFFICE CONSOLIDATION
Severance...................... 6,215 -- 791 -- 5,424
Contractual commitments........ 3,000 -- 1,246 -- 1,754
------- ----- ------ ------ -------
$55,866 $ 321 $4,779 $2,088 $49,320
======= ===== ====== ====== =======
</TABLE>
7
<PAGE> 8
All on-site inventory at Clinton and LaPlatte has been sold and the
decommissioning of the ammonia storage tanks at Clinton has been completed. The
decommissioning of the ammonia storage tanks at LaPlatte is expected to be
completed by the end of the second quarter. The Company has contracted out the
demolition of the Clinton facility (at a cost of approximately $45) and
demolition activity at Clinton has commenced. The Company has received an offer
for the sale of the LaPlatte plant site. If this sale is approved 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
approved, demolition is expected to start in the second quarter. The Company
expects that demolition or sale of both sites will be completed by the end of
the year. There are three employees remaining at each site, two of whom will be
remaining until the demolition is complete.
The Company is currently in negotiations for the sale of the Saltville
site. Dismantling procedures are continuing with two employees remaining at the
site.
Environmental remediation procedures at the phosphate terminal at
Jacksonville have been completed. All employees have either transferred to other
facilities or left the Company. There will be ongoing security and maintenance
costs until such time as the site is sold but it is expected that these costs
will not be significant.
The office consolidation is proceeding according to plan. As of March 31,
2000, 16 employees have left the Company. The remainder of the employees that
will not be relocating to Chicago are expected to leave by the end of the third
quarter of 2000.
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.
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.
8
<PAGE> 9
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
MARCH 31
------------------------
2000 1999
---------- ----------
(UNAUDITED)
<S> <C> <C>
Net income as reported -- Canadian GAAP..................... $ 71,626 $ 39,517
Items increasing (decreasing) reported net income
Pre-operating costs....................................... (2,712) --
Depreciation and amortization............................. 2,441 --
---------- ----------
Approximate net income -- US GAAP........................... $ 71,355 $ 39,517
========== ==========
Weighted average shares outstanding -- US GAAP.............. 53,420,000 54,249,000
========== ==========
Approximate net income per share -- US GAAP................. $ 1.34 $ 0.73
========== ==========
</TABLE>
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
----------- ------------
(UNAUDITED)
<S> <C> <C>
Total assets as reported -- Canadian GAAP................... $3,933,623 $3,916,830
Items increasing (decreasing) reported total assets
Available-for-sale security (unrealized holding gain)..... 39,645 26,212
Property, plant and equipment............................. (166,524) (168,632)
Pre-operating costs....................................... (7,317) (4,605)
Goodwill.................................................. (48,988) (49,321)
---------- ----------
Approximate total assets -- US GAAP......................... $3,750,439 $3,720,484
========== ==========
</TABLE>
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
----------- ------------
(UNAUDITED)
<S> <C> <C>
Total shareholders' equity as reported -- Canadian GAAP..... $1,966,695 $1,962,386
Items increasing (decreasing) reported shareholders' equity
Other comprehensive income, net of tax.................... 26,664 16,858
Pre-operating costs....................................... (7,317) (4,605)
Property, plant and equipment............................. (166,524) (168,632)
Goodwill.................................................. (48,988) (49,321)
Deferred income taxes..................................... 51,970 51,970
---------- ----------
Approximate shareholders' equity -- US GAAP................. $1,822,500 $1,808,656
========== ==========
</TABLE>
11. COMPARATIVE FIGURES
Certain of the prior period's figures have been reclassified to conform
with the current period's presentation.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The narrative included under this Management's Discussion and Analysis of
Financial Condition and Results of Operations has been prepared on a nutrient
basis (which is now consistent with the business segment basis) with reference
to the consolidated financial statements reported under Canadian GAAP.
OVERVIEW
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31
-----------------------------
% OF % OF %
($MILLIONS) 2000 NET SALES 1999 NET SALES CHANGE
- ----------- ------ --------- ------ --------- ------
<S> <C> <C> <C> <C> <C>
Net Sales
North American............................ $418.1 71 $418.1 76 --
Offshore.................................. 172.5 29 131.2 24 31
------ --- ------ --- ---
$590.6 100 $549.3 100 8
====== === ====== === ===
Gross Margin................................ $133.7 23 $122.0 22 10
====== === ====== === ===
Operating Income............................ $106.6 18 $ 74.0 13 44
====== === ====== === ===
Net Income.................................. $ 71.6 12 $ 39.5 7 81
====== === ====== === ===
Net Income per Share (dollars).............. $ 1.34 -- $ 0.73 -- 84
====== === ====== === ===
Gross Margin by Nutrient(1)
Potash.................................... $ 93.5 52 $ 80.2 55 17
====== === ====== === ===
Phosphate................................. $ 27.3 13 $ 45.6 20 (40)
====== === ====== === ===
Nitrogen.................................. $ 12.9 6 $ (3.8) (2) 439
====== === ====== === ===
</TABLE>
- ---------------
(1) Based on net sales by nutrient.
Record first quarter domestic and offshore potash sales volumes and higher
nitrogen prices as compared to first quarter 1999 were the primary factors which
led to an 8 percent increase in net sales revenue. Operating income also
benefited from the $16.3 million gain on the disposal of the shares of Moab Salt
Inc. ("Moab") in February. Net income increased due to the above three factors
and the reduction in the effective consolidated income tax rate from 34 percent
in the first quarter of 1999 to 27 percent (exclusive of the gain on sale of
Moab) in the first quarter of this year.
POTASH REVENUE
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31
-----------------------------------------------------------------
2000 NET SALES 1999 NET SALES % CHANGE
------------------------------- ------------------------------- --------------------------
AVERAGE AVERAGE AVERAGE
REVENUE TONNES PRICE REVENUE TONNES PRICE PRICE
($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......... $ 72.7 921 $78.88 $ 70.6 844 $83.65 3 9 (6)
Offshore............... 108.7 1,313 $82.81 76.4 897 $85.19 42 46 (3)
------ ----- ------ ------ ----- ------ -- -- --
$181.4 2,234 $81.19 $147.0 1,741 $84.44 23 28 (4)
====== ===== ====== ====== ===== ====== == == ==
</TABLE>
Record first quarter purchases by China and increased sales to Brazil,
India, Indonesia, Vietnam and Malaysia resulted in record first quarter offshore
sales volumes. North American sales volumes also set a new record primarily due
to an early spring season and favourable weather for fertilizer application.
Average prices in the offshore markets were below first quarter 1999 levels
primarily due to product mix and increases in ocean freight costs due to higher
fuel prices. North American prices were flat as compared to fourth quarter 1999.
10
<PAGE> 11
PHOSPHATE REVENUE
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31
-----------------------------------------------------------------
2000 NET SALES 1999 NET SALES % CHANGE
------------------------------- ------------------------------- --------------------------
AVERAGE AVERAGE AVERAGE
REVENUE TONNES PRICE REVENUE TONNES PRICE PRICE
($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... $ 54.7 270 $202.83 $ 63.2 268 $235.74 (14) 1 (14)
Fertilizer -- DAP...... 63.5 423 149.94 80.6 429 187.85 (21) (1) (20)
Feed................... 56.6 240 235.86 53.8 222 241.65 5 8 (2)
Industrial............. 30.9 109 283.96 33.2 110 303.41 (7) -- (6)
------ ----- ------- ------ ----- ------- --- -- ---
$205.7 1,042 $197.44 $230.8 1,029 $224.25 (11) 1 (12)
====== ===== ======= ====== ===== ======= === == ===
</TABLE>
Lower North American liquid sales volumes were more than offset by higher
offshore sales volumes to Asia, resulting in a marginal increase in overall
liquid sales volumes as compared to first quarter 1999. Average prices were down
compared to 1999 due to anticipated additional supply coming on stream in
Australia and India.
Flat North American DAP sales volumes combined with lower offshore sales
volumes led to a marginal decrease in DAP sales volumes as compared to 1999.
Prices were down due to the before-mentioned anticipation of additional supply.
Higher export feed sales volumes, which were the result of a recovery in
the Asian markets over first quarter 1999, more than offset lower North American
sales volumes to result in higher feed sales volumes as compared to 1999. These
higher sales volumes resulted in increased net sales revenue even though prices
were down due to competitive pressures.
Industrial sales volumes were flat as compared to 1999. Reduced prices due
to customer and product mix resulted in lower industrial sales revenues.
NITROGEN REVENUE
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31
-----------------------------------------------------------------
2000 NET SALES 1999 NET SALES % CHANGE
------------------------------- ------------------------------- --------------------------
AVERAGE AVERAGE AVERAGE
REVENUE TONNES PRICE REVENUE TONNES PRICE PRICE
($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................ $ 37.3 293 $127.45 $ 48.5 512 $ 94.69 (23) (43) 35
Urea................... 59.5 437 136.00 51.7 461 112.08 15 (5) 21
Solutions.............. 27.5 436 63.17 31.5 501 62.86 (13) (13) --
Other.................. 35.8 506 70.63 30.1 562 53.50 19 (10) 32
------ ----- ------- ------ ----- ------- --- --- ---
160.1 1,672 95.75 161.8 2,036 79.47 (1) (18) 20
Purchased.............. 43.4 339 128.09 9.7 92 106.49 345 270 20
------ ----- ------- ------ ----- ------- --- --- ---
$203.5 2,011 $101.18 $171.5 2,128 $ 80.59 19 (6) 26
====== ===== ======= ====== ===== ======= === === ===
Fertilizer............. $111.0 1,102 $100.73 $ 97.7 1,206 $ 80.99 14 (9) 24
Non-fertilizer......... 92.5 909 101.72 73.8 922 80.07 25 (1) 27
------ ----- ------- ------ ----- ------- --- --- ---
$203.5 2,011 $101.18 $171.5 2,128 $ 80.59 19 (6) 26
====== ===== ======= ====== ===== ======= === === ===
</TABLE>
Prices for all nitrogen products were higher than in the first quarter of
1999. These higher prices were primarily the result of reductions in supply due
to temporary and permanent plant shutdowns (including the temporary shutdown of
two of the Company's plants in Trinidad).
Sales volumes of manufactured products decreased as compared to the first
quarter of 1999 primarily due to the permanent closure of the Company's plants
in Clinton, IA and LaPlatte, NE and the temporary shutdown of two of the
Company's plants in Trinidad during the first quarter. Sales volumes of
purchased
11
<PAGE> 12
products increased as purchased products replaced manufactured products in order
to satisfy established customer demand.
Non-fertilizer sales volumes and revenue increased from 43 percent in first
quarter 1999 to 45 percent in first quarter 2000. This reflects the Company's
continued efforts to grow the industrial side of the business. Non-fertilizer
prices increased more than fertilizer prices did during the quarter.
COST OF GOODS SOLD
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
------------------ %
2000 1999 CHANGE
------- ------- ------
<S> <C> <C> <C>
Potash production (KCl) tonnage (000's)..................... 2,233 1,723 30
Phosphate production (P(2)0(5)) tonnage (000's)............. 524 535 (2)
Nitrogen production (N) tonnage (000's)..................... 587 885 (34)
Potash unit cost of sales ($)............................... $ 39.33 $ 38.38 2
Phosphate unit cost of sales ($)............................ $171.23 $179.87 (5)
Manufactured nitrogen unit cost of sales ($)................ $ 88.82 $ 81.90 8
Depreciation and amortization ($millions)................... $ 49.5 $ 49.1 1
</TABLE>
Potash production set a new quarterly record. Potash unit cost of sales
increased as compared to first quarter 1999 primarily due to a stronger Canadian
dollar and more product sourced from New Brunswick. These higher costs were
partially offset by lower costs due to 9.7 fewer shutdown weeks.
Phosphate unit cost of sales decreased due to improved mining conditions at
Aurora which resulted in lower rock costs as compared to the first quarter of
1999. Lower per unit costs of sulphur more than offset the higher per unit costs
of ammonia.
The per unit cost of manufactured nitrogen products increased primarily due
to lower production volumes as a result of the temporary shutdown of two of the
Company's plants in Trinidad and higher gas costs. The average per unit cost of
natural gas increased over first quarter 1999 due to more US-based production
during the quarter (due to the temporary shutdown of two of the Company's plants
in Trinidad) and higher natural gas costs. Natural gas costs at the Company's US
plants benefited from the natural gas hedging program which mitigated the effect
of the recent increases in US natural gas prices.
EXPENSES
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31
-------------- %
($MILLIONS) 2000 1999 CHANGE
- ----------- ----- ----- ------
<S> <C> <C> <C>
Selling and Administrative.................................. $22.2 $29.4 (25)
Provincial Mining and Other Taxes........................... 26.2 24.8 6
Interest.................................................... 14.5 14.2 2
Income Taxes................................................ 20.5 20.4 --
</TABLE>
Selling and administrative expenses decreased primarily due to a reduction
in the amortization of goodwill and cost containment.
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.
Saskatchewan provincial mining and other taxes increased in the first
quarter of 2000 due to an increase in the Saskatchewan corporate capital tax.
The Potash Production Tax was flat as compared to 1999 primarily due to less
Saskatchewan-sourced sales tonnes and a stronger Canadian dollar which resulted
in lower per-tonne margins.
12
<PAGE> 13
Interest expense in the first quarter of 2000 increased due to an increase
in interest expense on short-term debt relating to the Company's commercial
paper program. This increase was largely offset by reduced interest expense on
long-term debt due to a reduction of the weighted average long-term debt
outstanding from $881.2 million in the first quarter of 1999 to $444.3 million
in 2000. The weighted average interest rate on the long-term debt outstanding
was 6.8 percent in the first quarter of 2000 (1999 -- 6.1 percent).
PCS and certain subsidiaries are subject to federal income taxes (which
includes the Large Corporations Tax) and provincial income taxes in Canada. The
Company's subsidiaries which operate in the United States are subject to US
federal and state income taxes; these subsidiaries are currently not subject to
federal cash income tax by virtue of net operating losses incurred. The
Company's nitrogen subsidiaries which operate in Trinidad are subject to
Trinidad taxes.
The effective consolidated tax rate for the first quarter of 2000 was 27
percent (1999 -- 34 percent) of income before income taxes (exclusive of the
gain on sale of Moab, for which there was no tax effect). The decrease in the
effective rate is primarily due to revisions to earnings estimates.
ANALYSIS OF FINANCIAL CONDITION AND CASH FLOW
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
------------------ %
($MILLIONS) 2000 1999 CHANGE
- ----------- ------- ------- ------
<S> <C> <C> <C>
Cash provided by operating activities....................... $134.3 $100.4 34
Cash used in investing activities........................... 76.0 6.9 1,001
Cash used in financing activities........................... 73.5 130.2 (44)
</TABLE>
The increase in cash provided by operating activities in the first quarter
of 2000 was primarily due to an increase in net income of $15.8 million
(exclusive of the gain on sale of Moab) and an increase of $20.7 million in cash
from working capital.
The increase in cash used in investing activities was primarily due to the
purchase of A&W ($32.0 million), the purchase of rights to certain manufacturing
technology ($11.1 million) and the purchase of property plant and equipment
($15.4 million, which includes the final payment on the sulphur vessel).
Cash used in financing activities was primarily to repurchase shares and to
pay dividends. The Company paid dividends of $13.3 million in the first quarter
of 2000 (1999 -- $13.2 million) and repurchased shares for $54.4 million.
The Company has a syndicated credit facility which provides for unsecured
advances of up to $778.0 million (less the amount of commercial paper
outstanding), none of which was outstanding at March 31, 2000. In addition, the
Company has short-term lines of credit for up to $291.6 million in borrowing
(less letters of credit of $27.7 million), of which $70.0 million was
outstanding at March 31, 2000. The Company is authorized to borrow up to a
maximum of $500.0 million under the commercial paper program of which $398.6 was
outstanding at March 31, 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 Chicago, IL.
13
<PAGE> 14
All on-site inventory at Clinton and LaPlatte has been sold and the
decommissioning of the ammonia storage tanks at Clinton has been completed. The
decommissioning of the ammonia storage tanks at LaPlatte is expected to be
completed by the end of the second quarter. The Company has contracted out the
demolition of the Clinton facility (at a cost of approximately $0.45 million)
and demolition activity at Clinton has commenced. The Company has received an
offer for the sale of the LaPlatte plant site. If this sale is approved 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
approved, demolition is expected to start in the second quarter. The Company
expects that demolition or sale of both sites will be completed by the end of
the year. There are three employees remaining at each site, two of whom will be
remaining until the demolition is complete.
The Company is currently in negotiations for the sale of the Saltville
site. Dismantling procedures are continuing with two employees remaining at the
site.
Environmental remediation procedures at the phosphate terminal at
Jacksonville have been completed. All employees have either transferred to other
facilities or left the Company. There will be ongoing security and maintenance
costs until such time as the site is sold but it is expected that these costs
will not be significant.
The office consolidation is proceeding according to plan. As of March 31,
2000, 16 employees have left the Company. The remainder of the employees that
will not be relocating to Chicago are expected to leave by the end of the third
quarter of 2000.
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. On
March 31, 2000 the USDA released estimates of planted acres for 2000. US farmers
are projected to commit more acres to corn, soybeans and cotton in 2000. These
crops are among the largest North American users of fertilizers which should
support domestic fertilizer usage.
The Company sells a significant amount of potash and phosphate into
countries in the offshore markets. These countries fertilizer consumers 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 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.
The effect of such anticipated increase in demand for fertilizer and
non-fertilizer products will be offset to the degree that additional capacity is
built. This year, approximately 3.5 million tonnes of new ammonia production and
2.5 million tonnes of new phosphate production are expected to come on stream.
Domestic sales volumes were strong in the first quarter. The early spring
season and favourable weather for fertilizer application may have moved some
domestic volumes from the second quarter of 2000 into the first quarter of 2000,
however, it is too early to determine what total consumption will be. Offshore
potash sales volumes are expected to remain strong in the second quarter.
PCS continues to operate its potash mines by matching production to
anticipated sales demand. The Company is currently planning 5 shutdown weeks in
the second quarter of 2000 as compared to 10 weeks in the same period in 1999.
Production costs are also affected by the strength of the Canadian dollar,
natural gas costs and sourcing of product sales.
14
<PAGE> 15
Phosphate processing costs are primarily affected by the cost of ammonia,
sulphur and rock mining conditions. Relative to 1999, in the second quarter
higher ammonia costs are expected to more than offset lower sulphur and rock
mining costs.
Prices for liquid and solid phosphate fertilizers are expected to continue
under pressure due to additional capacity coming on stream, lower imports by
India and China and lower liquid contract prices. Overall, phosphate sales
volumes are fairly evenly distributed throughout the year.
Market prices for nitrogen products have outperformed initial expectations
but there are no assurances that they will remain at those levels. Sales volumes
of manufactured products will depend on when the two Trinidad plants return to
production.
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 as
compared to 1999.
The Company's strong first-quarter earnings should not be used as a
yardstick in estimating earnings for the remainder of 2000. New supply coming on
stream in the second half paints a bearish picture for pricing in phosphate and
nitrogen. The Company expects most of its 2000 profitability to be in the first
half of the year, with total earnings from continuing operations for the year
approaching 1999 levels.
FORWARD LOOKING STATEMENTS
Certain statements in this quarterly report on Form 10-Q, including
statements in 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, 2000, are forward-looking statements subject to
significant 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.
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, 2000, the Company's estimated
derivative commodity instruments market risk exposure was $24.4 million
(1999 -- $30.5 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.
15
<PAGE> 16
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
<PAGE> 17
PART II. OTHER INFORMATION
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) 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>
17
<PAGE> 18
<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>
18
<PAGE> 19
<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.
10(aa) Long-Term Incentive Plan of the registrant, as amended May
7, 1997, incorporated by reference to Exhibit 10(x) to the
Second Quarter 1997 Form 10-Q.
</TABLE>
19
<PAGE> 20
<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.
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.
20
<PAGE> 21
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 11, 2000
By: /s/ JOHN L.M. HAMPTON
------------------------------------
John L.M. Hampton
Senior Vice President, General
Counsel and Secretary
May 11, 2000
By: /s/ WAYNE R. BROWNLEE
------------------------------------
Wayne R. Brownlee
Senior Vice President, Finance and
Treasurer, and Chief Financial
Officer (Principal Financial and
Accounting Officer)
21
<PAGE> 22
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT INDEX
- ------- -------------
<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) 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>
<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.
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.
</TABLE>
<PAGE> 23
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT INDEX
- ------- -------------
<S> <C>
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.
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.
</TABLE>
<PAGE> 24
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT INDEX
- ------- -------------
<S> <C>
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.
10(aa) Long-Term Incentive Plan of the registrant, as amended May
7, 1997, incorporated by reference to Exhibit 10(x) to the
Second Quarter 1997 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.
</TABLE>
<PAGE> 25
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT INDEX
- ------- -------------
<S> <C>
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.
11 Statement re Computation of Per Share Earnings.
27 Financial Data Schedule.
</TABLE>
<PAGE> 1
EXHIBIT 10(Z)
SHORT-TERM INCENTIVE PLAN
Effective January 2000
Potash Corporation of Saskatchewan Inc.
<PAGE> 2
CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
SECTION 1 -- ESTABLISHMENT OF THE PLAN...................... 1
1.01 Purpose............................................ 1
1.02 Effective Date..................................... 1
SECTION 2 -- DEFINITIONS.................................... 2
2.01 Adjusted Cash Flow Return (ACFR)................... 2
2.02 Average Accumulated Amortization................... 2
2.03 Average Accumulated Depreciation................... 2
2.04 Average Assets..................................... 2
2.05 Average Non-Interest Bearing Current Liabilities... 3
2.06 Award Payment...................................... 3
2.07 Award Percentage................................... 3
2.08 Board.............................................. 3
2.09 Cash Flow Return (CFR)............................. 3
2.10 Cash Taxes......................................... 3
2.11 CEO................................................ 3
2.12 Committee.......................................... 4
2.13 Corporation........................................ 4
2.14 Depreciation and Amortization...................... 4
2.15 Eligible Employee.................................. 4
2.16 Entitled Employee.................................. 4
2.17 Operating Income................................... 4
2.18 PCS Inc............................................ 4
2.19 Plan............................................... 4
2.20 Salary............................................. 4
2.21 Target CFR......................................... 4
2.22 Target Percentage.................................. 4
2.23 Year............................................... 4
SECTION 3 -- PARTICIPATION.................................. 5
3.01 Participation Requirements......................... 5
SECTION 4 -- AWARD PAYMENTS................................. 6
4.01 Eligibility........................................ 6
4.02 Calculation of Award Payment....................... 6
4.03 Entitled Operations Employees...................... 6
4.04 Limitation of Award Payments and General
Discretion......................................... 7
4.05 Timing of Award Payments........................... 7
SECTION 5 -- ADMINISTRATION OF THE PLAN..................... 8
5.01 Administration..................................... 8
SECTION 6 -- TRANSFER OF EMPLOYMENT......................... 9
6.01 Transfer of Employment............................. 9
SECTION 7 -- GENERAL PROVISIONS............................. 10
7.01 Assignment or Alienation........................... 10
7.02 Amendment or Termination........................... 10
7.03 Effect of Amendment or Termination................. 10
7.04 No Enlargement of Contractual Rights............... 10
7.05 Interpretation..................................... 10
7.06 Withholding of Taxes............................... 10
7.07 Binding on Successors.............................. 10
7.08 Currency........................................... 10
APPENDIX "A" -- AWARD PERCENTAGE............................ 11
</TABLE>
- --------------------------------------------------------------------------------
i
<PAGE> 3
SECTION 1 -- ESTABLISHMENT OF THE PLAN
- --------------------------------------------------------------------------------
1.01 PURPOSE
This Annual Incentive Plan is established for the purpose of rewarding key
employees on an annual basis for their efforts and contributions in the
attainment of certain performance measures that contribute materially to
the success of the business interests of Potash Corporation of Saskatchewan
Inc.
1.02 EFFECTIVE DATE
Subject to Section 7.02 (Amendment or Termination), this Plan shall be
effective on and after January 1, 2000.
- --------------------------------------------------------------------------------
1
<PAGE> 4
SECTION 2 -- DEFINITIONS
- --------------------------------------------------------------------------------
The following terms, when capitalized, shall be defined as follows:
2.01 ADJUSTED CASH FLOW RETURN (ACFR)
"Adjusted Cash Flow Return" or "ACFR" means an amount derived from the
following formula:
ACFR = (CFR divided by Target CFR) multiplied by 100,
and used in the table at Appendix "A" to calculate an Entitled Employee's
Award Percentage for a given Year.
2.02 AVERAGE ACCUMULATED AMORTIZATION
"Average Accumulated Amortization" means the average consolidated
accumulated amortization of PCS Inc. during a given Year, calculated by
dividing (a) by (b) where:
(a) equals the sum of the consolidated accumulated amortization of PCS
Inc. at the beginning of the Year, the consolidated accumulated
amortization of PCS Inc. at the beginning of the second quarter of
the Year, the consolidated accumulated amortization of PCS Inc. at
the beginning of the third quarter of the Year, the consolidated
accumulated amortization of PCS Inc. at the beginning of the
fourth quarter of the Year and the consolidated accumulated
amortization of PCS Inc. at the end of the Year; and,
(b) equals five (5).
2.03 AVERAGE ACCUMULATED DEPRECIATION
"Average Accumulated Depreciation" means the average consolidated
accumulated depreciation of PCS Inc. during a given Year, calculated by
dividing (a) by (b) where:
(a) equals the sum of consolidated accumulated depreciation of PCS
Inc. at the beginning of the Year, consolidated accumulated
depreciation of PCS Inc. at the beginning of the second quarter of
the Year, the consolidated accumulated depreciation of PCS Inc. at
the beginning of the third quarter of the Year, the consolidated
accumulated depreciation of PCS Inc. at the beginning of the
fourth quarter of the Year and the consolidated accumulated
depreciation of PCS Inc. at the end of the Year; and,
(b) equals five (5).
2.04 AVERAGE ASSETS
"Average Assets" means the average book value of PCS Inc.'s consolidated
assets during a given Year, calculated by dividing (a) by (b) where:
(a) equals the sum of the book value of the consolidated assets of PCS
Inc. at the beginning of the Year, the book value of the
consolidated assets of PCS Inc. at the beginning of the second
quarter of the Year, the book value of the consolidated assets of
PCS Inc. at the beginning of the third quarter of the Year, the
book value of the consolidated assets of PCS Inc. at the beginning
of the fourth quarter of the Year and the book value of the
consolidated assets of PCS Inc. at the end of the Year; and,
(b) equals five (5).
- --------------------------------------------------------------------------------
2
<PAGE> 5
2.05 AVERAGE NON-INTEREST BEARING CURRENT LIABILITIES
"Average Non-Interest Bearing Current Liabilities" means the average
consolidated non-interest bearing current liabilities of PCS Inc. during a
given Year, calculated by dividing (a) by (b) where:
(a) equals the sum of the consolidated non-interest bearing current
liabilities of PCS Inc. at the beginning of the Year, the
consolidated non-interest bearing current liabilities of PCS Inc.
at the beginning of the second quarter of the Year, the
consolidated non-interest bearing current liabilities of PCS Inc.
at the beginning of the third quarter of the Year, the
consolidated non-interest bearing current liabilities of PCS Inc.
at the beginning of the fourth quarter of the Year and the
consolidated non-interest bearing current liabilities of PCS Inc.
at the end of the Year; and,
(b) equals five (5).
2.06 AWARD PAYMENT
"Award Payment" means a cash payment to an Entitled Employee calculated
pursuant to Section 4 (Award Payments).
2.07 AWARD PERCENTAGE
"Award Percentage" means the percentage of an Entitled Employee's Salary
derived from the table contained in Appendix "A". The Award Percentages
applicable to an Entitled Employee, as set out in the table in Appendix
"A", shall be recommended by the CEO and approved by the Committee.
2.08 BOARD
"Board" means the Board of Directors of PCS Inc.
2.09 CASH FLOW RETURN (CFR)
"Cash Flow Return" or "CFR" means the amount derived from the following
formula:
(a) Operating Income, plus
Depreciation and Amortization, minus
Cash Taxes
DIVIDED BY
(b) Average Assets, plus
Average Accumulated Depreciation, plus
Average Accumulated Amortization, minus
Average Non-Interest Bearing Current Liabilities,
and used in the table at Appendix "A" to calculate an Entitled Employee's
Award Percentage for a given Year.
2.10 CASH TAXES
"Cash Taxes" means the cash income tax expense for a given Year, as set out
in the audited consolidated financial statements of PCS Inc. for that Year.
2.11 CEO
"CEO" means the Chief Executive Officer of PCS Inc.
- --------------------------------------------------------------------------------
3
<PAGE> 6
2.12 COMMITTEE
"Committee" means the Compensation Committee of the Board.
2.13 CORPORATION
"Corporation" means Potash Corporation of Saskatchewan Inc. and its direct
and indirect subsidiaries.
2.14 DEPRECIATION AND AMORTIZATION
"Depreciation and Amortization" means the depreciation and amortization
expense for a given Year, as set out in the audited consolidated financial
statements of PCS Inc. for that Year.
2.15 ELIGIBLE EMPLOYEE
"Eligible Employee" means an employee who has satisfied the eligibility
requirements set out in Section 4.01 (Eligibility).
2.16 ENTITLED EMPLOYEE
"Entitled Employee" means an Eligible Employee who is recommended by the
CEO and approved by the Committee to participate in this Plan.
(A) ENTITLED OPERATIONS EMPLOYEE
"Entitled Operations Employee" means an Entitled Employee who is
attached to one of the operating facilities of PCS Inc. or its
direct or indirect subsidiaries.
2.17 OPERATING INCOME
"Operating Income" means the operating income for a given Year, as set out
in the audited consolidated financial statements of PCS Inc. for that Year.
2.18 PCS INC.
"PCS Inc." means Potash Corporation of Saskatchewan Inc.
2.19 PLAN
"Plan" means this Annual Incentive Plan, as amended from time to time.
2.20 SALARY
"Salary" means the annual base salary in effect for an Entitled Employee at
the end of a given Year.
2.21 TARGET CFR
"Target CFR" means the CFR projected in the annual budget approved by the
Board and used in the table at Appendix "A" to calculate an Entitled
Employee's Award Percentage for a given Year.
2.22 TARGET PERCENTAGE
"Target Percentage" means the Award Percentage of an Entitled Employee when
CFR equals Target CFR, as shown in the table contained in Appendix "A".
2.23 YEAR
"Year" means the fiscal year of PCS Inc.
- --------------------------------------------------------------------------------
4
<PAGE> 7
SECTION 3 -- PARTICIPATION
- --------------------------------------------------------------------------------
3.01 PARTICIPATION REQUIREMENTS
Participation in the Plan is limited to Eligible Employees.
- --------------------------------------------------------------------------------
5
<PAGE> 8
SECTION 4 -- AWARD PAYMENTS
- --------------------------------------------------------------------------------
4.01 ELIGIBILITY
An employee of the Corporation who is employed for at least three months
during a Year, and who is in the employ of the Corporation at the end of a
Year shall become an Eligible Employee.
4.02 CALCULATION OF AWARD PAYMENT
Subject to Section 4.04 (Limitation of Award Payments and General
Discretion), an Entitled Employee, other than Entitled Operations
Employees, shall receive an Award Payment equal to the Entitled Employee's
Award Percentage multiplied by his or her Salary.
The Award Payment calculated in accordance with this Section 4.02 is
subject to an adjustment of plus or minus 10% depending upon the Entitled
Employee's job performance, as determined by his or her supervisor, and
approved in accordance with the provisions of this Plan.
4.03 ENTITLED OPERATIONS EMPLOYEES
Subject to Section 4.04 (Limitation of Award Payments and General
Discretion), an Entitled Operations Employee shall be entitled to an Award
Payment equal to the sum of paragraphs (a) and (b) below:
(a) the award calculated pursuant to Section 4.02 (Calculation of
Award Payment), divided by two (2); and,
(b) an amount equal to the Target Percentage of the Salary of the
Entitled Operations Employee, adjusted by applying a formula to be
developed from time to time by the CEO in consultation with the
Senior Vice-President, Administration and the appropriate
subsidiary President which formula shall reasonably reflect the
actual results of the operating facility to which the employee is
attached compared to the approved target for that operating
facility, and thereafter dividing such amount by two (2).
- --------------------------------------------------------------------------------
6
<PAGE> 9
4.04 LIMITATION OF AWARD PAYMENTS AND GENERAL DISCRETION
(a) Generally, no Award Payment shall be granted under this Plan with
respect to any Year in which the CFR is less than 50% of the
Target CFR. However, the Committee may elect, in its discretion,
to grant Award Payments in any Year, regardless of the CFR.
(b) The Award Payment for any Entitled Employee may exceed or be below
the amount calculated in accordance with this Section 4. Award
Payments falling outside the established range shall be
recommended by the CEO and shall be approved by the Committee in
the normal course of administering this Plan.
(c) An Entitled Employee who has been employed by the Corporation for
less than one year shall have his or her Award Payment prorated in
accordance with his or her period of employment.
(d) An Entitled Employee who was, during a Year, promoted to a
position included in a Group set forth in Appendix "A", shall have
his or her Award Payment prorated in accordance with the period of
time he or she held such position.
(e) An Entitled Employee who was, during a Year, promoted from one
Group to another Group set forth in Appendix "A", shall have his
or her Award Payment calculated on the basis of his or her Group
as at the end of the Year.
(f) Notwithstanding the Groups established in Appendix "A", the
Committee may on the recommendation of the CEO, designate an
Eligible Employee for inclusion in one of such Groups when, but
for such designation, the Eligible Employee would not otherwise be
included in such Group.
4.05 TIMING OF AWARD PAYMENTS
The Committee shall, on the recommendation of the CEO and within 30 days of
the end of a Year, approve the amount of Award Payments for each Entitled
Employee for any given Year. The Award Payments shall be paid to Entitled
Employees within 30 days of the approval thereof by the Committee.
- --------------------------------------------------------------------------------
7
<PAGE> 10
SECTION 5 -- ADMINISTRATION OF THE PLAN
- --------------------------------------------------------------------------------
5.01 ADMINISTRATION
The Committee shall conclusively interpret the provisions of this Plan and
decide all questions of fact arising in the application of the Plan.
Determinations and interpretations in individual cases may be made by the
CEO with due regard to consistency with any prior action by the Committee
and such determination shall be binding and conclusive upon the individual
employees concerned and persons claiming under them. The Committee shall be
advised of any such determination or interpretation made by the CEO.
- --------------------------------------------------------------------------------
8
<PAGE> 11
SECTION 6 -- TRANSFER OF EMPLOYMENT
- --------------------------------------------------------------------------------
6.01 TRANSFER OF EMPLOYMENT
If an Entitled Employee's employment is transferred, during a Year, within
the Corporation the Senior Vice-President, Administration and the CEO shall
determine whether the Entitled Employee's Award Payment is calculated in
accordance with Section 4.02 (Calculation of Award Payment), Section 4.03
(Entitled Operations Employees), or a combination of those sections.
- --------------------------------------------------------------------------------
9
<PAGE> 12
SECTION 7 -- GENERAL PROVISIONS
- --------------------------------------------------------------------------------
7.01 ASSIGNMENT OR ALIENATION
Except as required by applicable laws, the right of an Entitled Employee to
receive an Award Payment under this Plan shall not be:
(a) given as security;
(b) subject to transfer, anticipation, commutation, alienation, sale,
assignment, encumbrance, charge, pledge, or hypothecation; or
(c) subject to execution, attachment, levy or similar process or
assignment by operation of law,
and any attempt to effect any such action shall be null and void and of no
effect.
7.02 AMENDMENT OR TERMINATION
Subject to Section 7.03 (Effect of Amendment or Termination), this Plan may
be amended in whole or in part from time to time or terminated by the
Corporation. Any amendment or termination shall be binding on the
Corporation, Entitled Employees, Eligible Employees and their respective
beneficiaries.
7.03 EFFECT OF AMENDMENT OR TERMINATION
Notwithstanding Section 7.02 (Amendment or Termination), no amendment or
termination of any provision of this Plan shall directly or indirectly
deprive any Entitled Employee or beneficiary of all or any portion of an
Award Payment earned with respect to any Year ending prior to the date of
the amendment or termination.
7.04 NO ENLARGEMENT OF CONTRACTUAL RIGHTS
This Plan shall not give any Entitled Employee or Eligible Employee the
right to be retained in the service of the Corporation nor shall it
interfere with the right of the Corporation to terminate the employment of
the Entitled Employee or Eligible Employee. Participation in this Plan
shall not give any Entitled Employee or Eligible Employee any right or
claim to any benefit, except to the extent provided in this Plan.
7.05 INTERPRETATION
This Plan shall be interpreted pursuant to the laws of the Province of
Saskatchewan. Section headings are for convenience only and shall not be
considered provisions of the Plan. Words in the singular shall include the
plural, and vice versa, unless qualified by the context.
7.06 WITHHOLDING OF TAXES
The Corporation shall withhold all applicable taxes from any amounts paid
pursuant to this Plan.
7.07 BINDING ON SUCCESSORS
This Plan shall be binding on any successor or successors of PCS Inc.
whether by merger, consolidation or otherwise.
7.08 CURRENCY
The benefits payable pursuant to this Plan shall be paid in the same
currency as the Entitled Employee receives his or her Salary.
- --------------------------------------------------------------------------------
10
<PAGE> 13
APPENDIX "A" -- AWARD PERCENTAGE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
AWARD PERCENTAGE AWARD PERCENTAGE AWARD PERCENTAGE
WHEN CFR IS WHEN CFR EQUALS AT MAXIMUM CFR
LESS THAN OR IS GREATER THAN (150% OF
TIER GROUP TARGET CFR TARGET CFR TARGET CFR)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
I Corporate President, 50% multiplied (100% multiplied by 100%
and CEO by ACFR ACFR) minus 50%
II Corporate Sr. VPs, 40% multiplied (80% multiplied by 80%
Subsidiary Presidents by ACFR ACFR) minus 40%
III Corporate VPs, 30% multiplied (60% multiplied by 60%
Subsidiary Executive VPs, by ACFR ACFR) minus 30%
Selected Subsidiary VPs
IV Selected Subsidiary VPs, 25% multiplied (50% multiplied by 50%
Selected Corporate Executive by ACFR ACFR) minus 25%
employees
V Subsidiary General Managers 20% multiplied (40% multiplied by 40%
Operations, by ACFR ACFR) minus 20%
Selected Subsidiary VPs,
Selected Directors
VI Corporate Director, 15% multiplied (30% multiplied by 30%
Subsidiary Director, by ACFR ACFR) minus 15%
Selected Subsidiary Superintendents
VII Selected Key Manager 10% multiplied (20% multiplied by 20%
by ACFR ACFR) minus 10%
</TABLE>
- --------------------------------------------------------------------------------
NOTES:
1. Where the ACFR is greater than 150 (i.e. the maximum CFR), the ACFR is
deemed to be 150.
2. Subject to Section 4.04 (Limitation of Award Payments and General
Discretion) where the CFR is less than 50, the ACFR is deemed to be zero
(0).
- --------------------------------------------------------------------------------
11
<PAGE> 1
Exhibit 11
POTASH CORPORATION OF SASKATCHEWAN INC.
COMPUTATION OF PER SHARE EARNINGS
FOR THE THREE MONTHS ENDED MARCH 31
(Figures and amounts expressed in thousands,
except per share and per option amounts)
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
A Net income as reported, Canadian GAAP......................... $ 71,626 $ 39,517
B Items adjusting net income.................................... $ (271) -
C Net income, US GAAP (A+B)..................................... $ 71,355 $ 39,517
D Weighted average number of shares outstanding................. 53,420 54,249
E Options outstanding to purchase equivalent shares............. 3,734 2,944
F Average exercise price per option............................. $ 64.72 $ 70.36
G Average market price per share................................ $ 50.05 $ 60.08
H Period end market price per share............................. $ 50.00 $ 53.50
I Rate of Return available on option proceeds................... 5.00% 5.00%
CANADIAN GAAP
Basic earnings per share (A/D)................................ $ 1.34 $ 0.73
Fully diluted earnings per share
J Imputed earnings on options proceeds (E*F*I).................. $ 3,021 $ 2,589
Fully diluted earnings per share ((A+J)/(D+E))................ $ 1.31 $ 0.73
UNITED STATES GAAP
Basic earnings per share (C/D)................................ $ 1.34 $0.73
Fully diluted earnings per share
K Net additional shares issuable (E-(E*F/G)).................... - -
Fully diluted earnings per share (C/(D+K)).................... $ 1.34 $ 0.73
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 28,832
<SECURITIES> 0
<RECEIVABLES> 312,617
<ALLOWANCES> 6,981
<INVENTORY> 355,629
<CURRENT-ASSETS> 734,934
<PP&E> 3,863,904
<DEPRECIATION> 994,025
<TOTAL-ASSETS> 3,933,623
<CURRENT-LIABILITIES> 855,108
<BONDS> 400,000
0
0
<COMMON> 1,190,883
<OTHER-SE> 775,812
<TOTAL-LIABILITY-AND-EQUITY> 3,933,623
<SALES> 590,583
<TOTAL-REVENUES> 590,583
<CGS> 456,928
<TOTAL-COSTS> 456,928
<OTHER-EXPENSES> 27,069
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 14,488
<INCOME-PRETAX> 92,098
<INCOME-TAX> 20,472
<INCOME-CONTINUING> 71,626
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 71,626
<EPS-BASIC> 1.34
<EPS-DILUTED> 1.31
</TABLE>
