Attached files
file | filename |
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EX-32 - EXHIBIT 32 - POTASH CORP OF SASKATCHEWAN INC | d375914dex32.htm |
EX-31.B - EXHIBIR 31(B) - POTASH CORP OF SASKATCHEWAN INC | d375914dex31b.htm |
EX-23.1 - EXHIBIT 23.1 - POTASH CORP OF SASKATCHEWAN INC | d375914dex231.htm |
EX-31.A - EXHIBIT 31(A) - POTASH CORP OF SASKATCHEWAN INC | d375914dex31a.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2011
Commission file number 1-10351
Potash Corporation of Saskatchewan Inc.
(Exact name of the registrant as specified in its charter)
Canada | N/A | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) |
Suite 500, 122 1st Avenue South
Saskatoon, Saskatchewan, Canada S7K 7G3
306-933-8500
(Address and telephone number of the registrants principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of exchange on which registered | |
Common Shares, No Par Value | New York Stock Exchange |
The Common Shares are also listed on the Toronto Stock Exchange in Canada
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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 ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | x | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
At June 30, 2011, the aggregate market value of the 851,961,075 Common Shares held by non-affiliates of the registrant was approximately $48,553,261,671.44. At February 21, 2012, the registrant had 858,745,947 Common Shares outstanding.
Table of Contents
EXPLANATORY NOTE
Potash Corporation of Saskatchewan Inc. (the Corporation) is filing this Amendment No. 1 on Form 10-K/A (this Amendment) to amend the Corporations Annual Form 10-K for the year ended December 31, 2011, as filed with the Securities and Exchange Commission on February 27, 2012 (the Form 10-K). This Amendment is being filed solely to revise the report of the Companys independent registered chartered accountants contained in Item 8 of the Form 10-K, which inadvertently omitted the reference to the International Accounting Standards Board as the issuer of the International Financial Reporting Standards. No other changes have been made to the Form 10-K. This Amendment speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way the other disclosures made in the Form 10-K.
Table of Contents
Item 8. Financial Statements and Supplementary Data
Managements Responsibility
Managements Report on Financial Statements
The accompanying consolidated financial statements and related financial information are the responsibility of PotashCorp management. They have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and include amounts based on estimates and judgments. Financial information included elsewhere in this report is consistent with the consolidated financial statements.
Our independent registered chartered accountants, Deloitte & Touche LLP, provide an audit of the consolidated financial statements, as reflected in their report for 2011.
The consolidated financial statements are approved by the Board of Directors on the recommendation of the audit committee.
The audit committee of the Board of Directors is composed entirely of independent directors. PotashCorps interim condensed consolidated financial statements and Managements Discussion and Analysis (MD&A) are discussed and analyzed by the audit committee with management and the independent registered chartered accountants before such information is approved by the committee and submitted to securities commissions or other regulatory authorities. The annual consolidated financial statements and MD&A are also analyzed by the audit committee together with management and the independent registered chartered accountants and are approved by the Board of Directors.
In addition, the audit committee has the duty to review critical accounting policies and significant estimates and judgments underlying the consolidated financial statements as presented by management, and to approve the fees of the independent registered chartered accountants.
Deloitte & Touche LLP, the independent registered chartered accountants, have full and independent access to the audit committee to discuss their audit and related matters.
Managements report on internal control over financial reporting
Management is responsible for establishing and maintaining an adequate system of internal control over financial reporting. During the past year, we have directed efforts to improve our internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management has assessed the effectiveness of the companys internal control over financial reporting based on the framework in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and concluded that the companys internal control over financial reporting was effective as of December 31, 2011. The effectiveness of the companys internal control over financial reporting as of December 31, 2011 has been audited by Deloitte & Touche LLP , as reflected in their report for 2011.
W. Doyle President and Chief Executive Officer
February 21, 2012 |
W. Brownlee Executive Vice President and Chief Financial Officer |
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Table of Contents
Report of Independent Registered Chartered Accountants
To the Board of Directors and Shareholders of Potash Corporation of Saskatchewan Inc.
We have audited the internal control over financial reporting of Potash Corporation of Saskatchewan Inc. and subsidiaries (the Company) as of December 31, 2011, based on the criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Companys management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Companys internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed by, or under the supervision of, the companys principal executive and principal financial officers, or persons performing similar functions, and effected by the companys board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on the criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2011 of the Company and our report dated February 21, 2012 expressed an unqualified opinion on those consolidated financial statements.
Independent Registered Chartered Accountants
Saskatoon, Canada
February 21, 2012
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Report of Independent Registered Chartered Accountants
To The Board of Directors and Shareholders of Potash Corporation of Saskatchewan Inc.
We have audited the accompanying consolidated statements of financial position of Potash Corporation of Saskatchewan Inc. and subsidiaries (the Company) as of December 31, 2011, December 31, 2010 and January 1, 2010, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flow for each of the two years in the period ended December 31, 2011. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Potash Corporation of Saskatchewan Inc. and subsidiaries as of December 31, 2011, December 31, 2010 and January 1, 2010, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2011, in conformity with International Financial Reporting Standards, as issued by the International Accounting Standards Board.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Companys internal control over financial reporting as of December 31, 2011, based on the criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 21, 2012 expressed an unqualified opinion on the Companys internal control over financial reporting.
Independent Registered Chartered Accountants
Saskatoon, Canada
February 21, 2012
II-3
Table of Contents
Consolidated Financial Statements
Consolidated Statements of Financial Position
As at | In millions of US dollars | |||||||||||||
Notes | December 31, 2011 |
December 31, 2010 |
January 1, 2010 |
|||||||||||
Assets | ||||||||||||||
Current assets | ||||||||||||||
Cash and cash equivalents |
$ | 430 | $ | 412 | $ | 385 | ||||||||
Note 3 |
Receivables |
1,195 | 1,059 | 1,214 | ||||||||||
Note 4 |
Inventories |
731 | 570 | 624 | ||||||||||
Prepaid expenses and other current assets |
52 | 54 | 69 | |||||||||||
2,408 | 2,095 | 2,292 | ||||||||||||
Non-current assets | ||||||||||||||
Note 5 |
Property, plant and equipment |
9,922 | 8,141 | 6,444 | ||||||||||
Note 6 |
Investments in equity-accounted investees |
1,187 | 1,051 | 955 | ||||||||||
Note 6 |
Available-for-sale investments |
2,265 | 3,842 | 2,760 | ||||||||||
Note 7 |
Other assets |
360 | 303 | 274 | ||||||||||
Note 8 |
Intangible assets |
115 | 115 | 117 | ||||||||||
Total Assets | $ | 16,257 | $ | 15,547 | $ | 12,842 | ||||||||
Liabilities | ||||||||||||||
Current liabilities | ||||||||||||||
Note 9, 12 |
Short-term debt and current portion of long-term debt |
$ | 832 | $ | 1,871 | $ | 729 | |||||||
Note 10 |
Payables and accrued charges |
1,295 | 1,198 | 817 | ||||||||||
Note 11 |
Current portion of derivative instrument liabilities |
67 | 75 | 52 | ||||||||||
2,194 | 3,144 | 1,598 | ||||||||||||
Non-current liabilities | ||||||||||||||
Note 12 |
Long-term debt |
3,705 | 3,707 | 3,319 | ||||||||||
Note 11 |
Derivative instrument liabilities |
204 | 204 | 123 | ||||||||||
Note 21 |
Deferred income tax liabilities |
1,052 | 737 | 643 | ||||||||||
Note 13 |
Pension and other post-retirement benefit liabilities |
552 | 468 | 455 | ||||||||||
Note 14 |
Asset retirement obligations and accrued environmental costs |
615 | 455 | 300 | ||||||||||
Other non-current liabilities and deferred credits |
88 | 147 | 99 | |||||||||||
Total Liabilities | 8,410 | 8,862 | 6,537 | |||||||||||
Shareholders Equity | ||||||||||||||
Note 15 |
Share capital | 1,483 | 1,431 | 1,430 | ||||||||||
Contributed surplus | 291 | 308 | 273 | |||||||||||
Accumulated other comprehensive income | 816 | 2,394 | 1,798 | |||||||||||
Retained earnings | 5,257 | 2,552 | 2,804 | |||||||||||
Total Shareholders Equity | 7,847 | 6,685 | 6,305 | |||||||||||
Total Liabilities and Shareholders Equity | $ | 16,257 | $ | 15,547 | $ | 12,842 | ||||||||
Note 26 |
Commitments | |||||||||||||
Note 27 |
Contingencies and Other Matters | |||||||||||||
Note 28 |
Guarantees |
(See Notes to the Consolidated Financial Statements)
Approved by the Board of Directors,
|
| |
Director | Director |
II-4
Table of Contents
Consolidated Statements of Income
For the years ended December 31 | In millions of US dollars except per-share amounts | |||||||||||
Notes | 2011 | 2010 | ||||||||||
Note 16 |
Sales |
$ | 8,715 | $ | 6,539 | |||||||
Freight, transportation and distribution |
(496 | ) | (488 | ) | ||||||||
Note 17 |
Cost of goods sold |
(3,933 | ) | (3,361 | ) | |||||||
Gross Margin |
4,286 | 2,690 | ||||||||||
Note 17 |
Selling and administrative expenses |
(217 | ) | (228 | ) | |||||||
Note 18 |
Provincial mining and other taxes |
(147 | ) | (77 | ) | |||||||
Share of earnings of equity-accounted investees |
261 | 174 | ||||||||||
Dividend income |
136 | 163 | ||||||||||
Note 19 |
Other expenses |
(13 | ) | (125 | ) | |||||||
Operating Income |
4,306 | 2,597 | ||||||||||
Note 20 |
Finance Costs |
(159 | ) | (121 | ) | |||||||
Income Before Income Taxes |
4,147 | 2,476 | ||||||||||
Note 21 |
Income Taxes |
(1,066 | ) | (701 | ) | |||||||
Net Income |
$ | 3,081 | $ | 1,775 | ||||||||
Note 22 |
Net Income per Share Basic |
$ | 3.60 | $ | 2.00 | |||||||
Note 22 |
Net Income per Share Diluted |
$ | 3.51 | $ | 1.95 | |||||||
Dividends Declared per Share |
$ | 0.28 | $ | 0.13 |
(See Notes to the Consolidated Financial Statements)
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Consolidated Statements of Comprehensive Income
For the years ended December 31 | In millions of US dollars | |||||||
(Net of related income taxes) | 2011 | 2010 | ||||||
Net Income |
$ | 3,081 | $ | 1,775 | ||||
Other comprehensive (loss) income |
||||||||
Net (decrease) increase in net unrealized gains on available-for-sale investments 1 |
(1,581 | ) | 663 | |||||
Net actuarial losses on defined benefit plans 2 |
(136 | ) | (25 | ) | ||||
Net losses on derivatives designated as cash flow hedges 3 |
(38 | ) | (119 | ) | ||||
Reclassification to income of net losses on cash flow hedges 4 |
47 | 53 | ||||||
Other |
(6 | ) | (1 | ) | ||||
Other Comprehensive (Loss) Income |
$ | (1,714 | ) | $ | 571 | |||
Comprehensive Income |
$ | 1,367 | $ | 2,346 |
1 | Available-for-sale investments are comprised of shares in Israel Chemicals Ltd. and Sinofert Holdings Limited. |
2 | Net of income taxes of $75 (2010 $11). |
3 | Cash flow hedges are comprised of natural gas derivative instruments and are net of income taxes of $24 (2010 $72). |
4 | Net of income taxes of $(29) (2010 $(32)). |
(See Notes to the Consolidated Financial Statements)
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Consolidated Statements of Cash Flow
For the years ended December 31 | In millions of US dollars | |||||||||||||||
2011 | 2010 | |||||||||||||||
Operating Activities |
||||||||||||||||
Net income |
$ | 3,081 | $ | 1,775 | ||||||||||||
Adjustments to reconcile net income to cash provided by operating activities |
||||||||||||||||
Depreciation and amortization |
489 | 449 | ||||||||||||||
Share-based compensation |
24 | 24 | ||||||||||||||
Realized excess tax benefit related to share-based compensation |
29 | 45 | ||||||||||||||
Provision for deferred income tax |
337 | 177 | ||||||||||||||
Undistributed earnings of equity-accounted investees |
(133 | ) | (96 | ) | ||||||||||||
Pension and other post-retirement benefits |
(122 | ) | (24 | ) | ||||||||||||
Asset retirement obligations and accrued environmental costs |
39 | 77 | ||||||||||||||
Other long-term liabilities and miscellaneous |
(40 | ) | 82 | |||||||||||||
|
|
|
|
|||||||||||||
Subtotal of adjustments |
623 | 734 | ||||||||||||||
Changes in non-cash operating working capital |
||||||||||||||||
Receivables |
(155 | ) | 256 | |||||||||||||
Inventories |
(146 | ) | 66 | |||||||||||||
Prepaid expenses and other current assets |
(1 | ) | (6 | ) | ||||||||||||
Payables and accrued charges |
83 | 306 | ||||||||||||||
|
|
|
|
|||||||||||||
Subtotal of changes in non-cash operating working capital |
(219 | ) | 622 | |||||||||||||
Cash provided by operating activities |
3,485 | 3,131 | ||||||||||||||
Investing Activities | ||||||||||||||||
Additions to property, plant and equipment |
(2,176 | ) | (2,079 | ) | ||||||||||||
Purchase of long-term investments |
(3 | ) | (422 | ) | ||||||||||||
Other assets and intangible assets |
(72 | ) | (71 | ) | ||||||||||||
Cash used in investing activities |
(2,251 | ) | (2,572 | ) | ||||||||||||
Cash before financing activities |
1,234 | 559 | ||||||||||||||
Financing Activities |
||||||||||||||||
Proceeds from long-term debt obligations |
| 1,794 | ||||||||||||||
Repayment of and finance costs on long-term debt obligations |
(607 | ) | (810 | ) | ||||||||||||
(Repayments of) proceeds from short-term debt obligations |
(445 | ) | 547 | |||||||||||||
Dividends |
(208 | ) | (119 | ) | ||||||||||||
Repurchase of common shares |
| (2,000 | ) | |||||||||||||
Issuance of common shares |
44 | 56 | ||||||||||||||
Cash used in financing activities |
(1,216 | ) | (532 | ) | ||||||||||||
Increase in Cash and Cash Equivalents |
18 | 27 | ||||||||||||||
Cash and Cash Equivalents, Beginning of Year |
412 | 385 | ||||||||||||||
Cash and Cash Equivalents, End of Year |
$ | 430 | $ | 412 | ||||||||||||
Cash and cash equivalents comprised of: |
||||||||||||||||
Cash |
$ | 46 | $ | 115 | ||||||||||||
Short-term investments |
384 | 297 | ||||||||||||||
$ | 430 | $ | 412 | |||||||||||||
Supplemental cash flow disclosure |
||||||||||||||||
Interest paid |
$ | 233 | $ | 212 | ||||||||||||
Income taxes paid (recovered) |
$ | 623 | $ | (45 | ) |
(See Notes to the Consolidated Financial Statements)
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Consolidated Statements of Changes in Equity
In millions of US dollars |
||||||||||||||||||||||||||||||||||||
Equity Attributable to Common Shareholders 1 | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income | ||||||||||||||||||||||||||||||||||||
Share Capital |
Contributed Surplus |
Net sale |
Net unrealized losses on derivatives designated as cash flow hedges |
Net actuarial losses on defined benefit plans |
Other | Total Accumulated Other Comprehensive Income |
Retained Earnings |
Total Equity |
||||||||||||||||||||||||||||
Balance December 31, 2010 |
$ | 1,431 | $ | 308 | $ | 2,563 | $ | (177 | ) | $ | | 2 | $ | 8 | $ | 2,394 | $ | 2,552 | $ | 6,685 | ||||||||||||||||
Net income |
| | | | | | | 3,081 | 3,081 | |||||||||||||||||||||||||||
Other comprehensive (loss) income |
| | (1,581 | ) | 9 | (136 | ) | (6 | ) | (1,714 | ) | | (1,714 | ) | ||||||||||||||||||||||
Effect of share-based compensation |
| (9 | ) | | | | | | | (9 | ) | |||||||||||||||||||||||||
Dividends declared |
| | | | | | | (240 | ) | (240 | ) | |||||||||||||||||||||||||
Issuance of common shares |
52 | (8 | ) | | | | | | | 44 | ||||||||||||||||||||||||||
Transfer of actuarial losses on defined benefit plans |
| | | | 136 | | 136 | (136 | ) | | ||||||||||||||||||||||||||
Balance December 31, 2011 |
$ | 1,483 | $ | 291 | $ | 982 | $ | (168 | ) | $ | | 2 | $ | 2 | $ | 816 | $ | 5,257 | $ | 7,847 |
1 | All equity transactions are attributable to common shareholders. |
2 | Any amounts incurred during a period are closed out to retained earnings at each period-end. Therefore, no balance exists in the reserve at beginning or end of period. |
Equity Attributable to Common Shareholders 1 | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income | ||||||||||||||||||||||||||||||||||||
Share Capital |
Contributed Surplus |
Unrealized sale |
Net unrealized losses on derivatives designated as cash flow hedges |
Net actuarial losses on defined benefit plans |
Other | Total Accumulated Other Comprehensive Income |
Retained Earnings |
Total Equity |
||||||||||||||||||||||||||||
Balance January 1, 2010 |
$ | 1,430 | $ | 273 | $ | 1,900 | $ | (111 | ) | $ | | 2 | $ | 9 | $ | 1,798 | $ | 2,804 | $ | 6,305 | ||||||||||||||||
Net income |
| | | | | | | 1,775 | 1,775 | |||||||||||||||||||||||||||
Other comprehensive income (loss) |
| | 663 | (66 | ) | (25 | ) | (1 | ) | 571 | | 571 | ||||||||||||||||||||||||
Share repurchase |
(69 | ) | (47 | ) | | | | | | (1,884 | ) | (2,000 | ) | |||||||||||||||||||||||
Effect of share-based compensation |
| 96 | | | | | | | 96 | |||||||||||||||||||||||||||
Dividends declared |
| | | | | | | (118 | ) | (118 | ) | |||||||||||||||||||||||||
Issuance of common shares |
70 | (14 | ) | | | | | | | 56 | ||||||||||||||||||||||||||
Transfer of actuarial losses on defined benefit plans |
| | | | 25 | | 25 | (25 | ) | | ||||||||||||||||||||||||||
Balance December 31, 2010 |
$ | 1,431 | $ | 308 | $ | 2,563 | $ | (177 | ) | $ | | 2 | $ | 8 | $ | 2,394 | $ | 2,552 | $ | 6,685 |
1 | All equity transactions are attributable to common shareholders. |
2 | Any amounts incurred during a period are closed out to retained earnings at each period-end. Therefore, no balance exists in the reserve at beginning or end of period. |
(See Notes to the Consolidated Financial Statements)
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In millions of US dollars except as otherwise noted
|
DESCRIPTION OF BUSINESS |
NOTE 2 |
BASIS OF PRESENTATION |
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In millions of US dollars except as otherwise noted
|
NOTE 2 Basis of Presentation continued
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In millions of US dollars except as otherwise noted
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NOTE 2 Basis of Presentation continued
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In millions of US dollars except as otherwise noted
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NOTE 2 Basis of Presentation continued
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In millions of US dollars except as otherwise noted
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NOTE 2 Basis of Presentation continued
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In millions of US dollars except as otherwise noted
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NOTE 3 |
Accounting Policies
Trade receivables are recognized initially at fair value and subsequently measured at amortized cost less provision for impairment of trade accounts receivable. Such a provision is established when there is reasonable expectation that the company will not be able to collect all amounts due. The carrying amount of the trade receivables is reduced through the use of the provision for impairment account, and the amount of any increase in the provision for impairment is recognized in the consolidated statements of income. When a trade receivable is uncollectible, it is written off against the provision for impairment account for trade accounts receivable. Subsequent recoveries of amounts previously written off are credited to the consolidated statements of income.
Supporting Information
December 31, | December 31, | January 1, | ||||||||||
2011 | 2010 | 2010 | ||||||||||
Trade accounts Canpotex (Note 29) |
$ | 291 | $ | 298 | $ | 164 | ||||||
Other |
609 | 448 | 264 | |||||||||
Less provision for impairment of trade accounts receivable |
(8 | ) | (8 | ) | (8 | ) | ||||||
892 | 738 | 420 | ||||||||||
Margin deposits on derivative instruments |
189 | 198 | 109 | |||||||||
Income taxes receivable (Note 21) |
21 | 46 | 363 | |||||||||
Provincial mining and other taxes receivable |
44 | | 235 | |||||||||
Other non-trade accounts |
49 | 77 | 87 | |||||||||
$ | 1,195 | $ | 1,059 | $ | 1,214 |
NOTE 4 |
II-14
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In millions of US dollars except as otherwise noted
|
NOTE 4 Inventories continued
Supporting Information
December 31, | December 31, | January 1, | ||||||||||
2011 | 2010 | 2010 | ||||||||||
Finished products |
$ | 395 | $ | 255 | $ | 303 | ||||||
Intermediate products |
98 | 127 | 159 | |||||||||
Raw materials |
91 | 65 | 51 | |||||||||
Materials and supplies |
147 | 123 | 111 | |||||||||
$ | 731 | $ | 570 | $ | 624 | |||||||
Items affecting cost of goods sold |
|
2011 | 2010 | |||||||||
Expensed inventories |
|
$ | 3,653 | $ | 3,087 | |||||||
Reserves, reversals and writedowns of inventories |
|
8 | 5 | |||||||||
$ | 3,661 | $ | 3,092 |
NOTE 5 |
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In millions of US dollars except as otherwise noted
|
NOTE 5 Property, Plant and Equipment continued
The company assesses its existing assets and depreciable lives in connection with the review of mine and plant operating plans at the end of each reporting period. When it is determined that assigned asset lives do not reflect the expected remaining period of benefit, prospective changes are made to their depreciable lives. Uncertainties are inherent in estimating reserve quantities, particularly as they relate to assumptions regarding future prices, the geology of the companys mines, the mining methods used and the related costs incurred to develop and mine the companys reserves. Changes in these assumptions could result in material adjustments to reserve estimates, which could result in changes to units-of-production depreciation expense in future periods, particularly if reserve estimates are reduced.
Supporting Information
Land and Improvements |
Buildings and Improvements |
Machinery and Equipment |
Mine Development Costs |
Assets Under Construction |
Total | |||||||||||||||||||
Carrying amount December 31, 2010 |
$ | 332 | $ | 1,248 | $ | 4,331 | $ | 260 | $ | 1,970 | $ | 8,141 | ||||||||||||
Investment tax credits |
| | (31 | ) | | (41 | ) | (72 | ) | |||||||||||||||
Additions |
| 2 | 40 | 141 | 2,202 | 2,385 | ||||||||||||||||||
Disposals |
| (10 | ) | (1 | ) | (1 | ) | | (12 | ) | ||||||||||||||
Transfers |
82 | 842 | 824 | 136 | (1,884 | ) | | |||||||||||||||||
Depreciation |
(12 | ) | (43 | ) | (384 | ) | (81 | ) | | (520 | ) | |||||||||||||
Carrying amount December 31, 2011 |
$ | 402 | $ | 2,039 | $ | 4,779 | $ | 455 | $ | 2,247 | $ | 9,922 | ||||||||||||
Balance at December 31, 2011 comprised of: |
||||||||||||||||||||||||
Cost |
$ | 499 | $ | 2,345 | $ | 7,657 | $ | 827 | $ | 2,247 | $ | 13,575 | ||||||||||||
Accumulated depreciation |
(97 | ) | (306 | ) | (2,878 | ) | (372 | ) | | (3,653 | ) | |||||||||||||
Carrying amount |
$ | 402 | $ | 2,039 | $ | 4,779 | $ | 455 | $ | 2,247 | $ | 9,922 | ||||||||||||
Carrying amount January 1, 2010 |
$ | 280 | $ | 676 | $ | 3,233 | $ | 168 | $ | 2,087 | $ | 6,444 | ||||||||||||
Investment tax credits |
| | | | (36 | ) | (36 | ) | ||||||||||||||||
Impairment losses |
| | (2 | ) | | | (2 | ) | ||||||||||||||||
Additions |
2 | 12 | 156 | 82 | 1,962 | 2,214 | ||||||||||||||||||
Disposals |
| (3 | ) | (22 | ) | | | (25 | ) | |||||||||||||||
Transfers |
59 | 595 | 1,322 | 67 | (2,043 | ) | | |||||||||||||||||
Depreciation |
(9 | ) | (32 | ) | (356 | ) | (57 | ) | | (454 | ) | |||||||||||||
Carrying amount December 31, 2010 |
$ | 332 | $ | 1,248 | $ | 4,331 | $ | 260 | $ | 1,970 | $ | 8,141 | ||||||||||||
Balance at December 31, 2010 comprised of: |
||||||||||||||||||||||||
Cost |
$ | 417 | $ | 1,513 | $ | 6,864 | $ | 548 | $ | 1,970 | $ | 11,312 | ||||||||||||
Accumulated depreciation |
(85 | ) | (265 | ) | (2,533 | ) | (288 | ) | | (3,171 | ) | |||||||||||||
Carrying amount |
$ | 332 | $ | 1,248 | $ | 4,331 | $ | 260 | $ | 1,970 | $ | 8,141 | ||||||||||||
Balance at January 1, 2010 comprised of: |
||||||||||||||||||||||||
Cost |
$ | 356 | $ | 911 | $ | 5,540 | $ | 400 | $ | 2,087 | $ | 9,294 | ||||||||||||
Accumulated depreciation |
(76 | ) | (235 | ) | (2,307 | ) | (232 | ) | | (2,850 | ) | |||||||||||||
Carrying amount |
$ | 280 | $ | 676 | $ | 3,233 | $ | 168 | $ | 2,087 | $ | 6,444 |
II-16
Table of Contents
In millions of US dollars except as otherwise noted
|
NOTE 5 Property, Plant and Equipment continued
NOTE 6 |
II-17
Table of Contents
In millions of US dollars except as otherwise noted
|
NOTE 6 Investments continued
Supporting Information
December 31, 2011 |
December 31, 2010 |
January 1, 2010 |
||||||||||
Sociedad Quimica y Minera de Chile S.A. (SQM) 32 percent ownership; quoted market value of $4,429 |
$ | 728 | $ | 649 | $ | 587 | ||||||
Arab Potash Company Ltd. (APC) 28 percent ownership; quoted market value of $1,383 |
433 | 382 | 349 | |||||||||
Other |
26 | 20 | 19 | |||||||||
$ | 1,187 | $ | 1,051 | $ | 955 |
Summarized financial information of the companys associates (SQM, APC, Canpotex and others) is as follows:
December 31, 2011 |
December 31, 2010 |
January 1, 2010 |
||||||||||
Current assets |
$ | 3,661 | $ | 3,067 | $ | 2,629 | ||||||
Non-current assets |
2,799 | 2,464 | 2,265 | |||||||||
Current liabilities |
1,663 | 1,355 | 1,174 | |||||||||
Non-current liabilities |
1,453 | 1,305 | 1,210 | |||||||||
Non-controlling interest |
52 | 48 | 46 | |||||||||
2011 | 2010 | |||||||||||
Sales |
|
$ | 7,609 | $ | 5,642 | |||||||
Gross profit |
|
1,458 | 1,029 | |||||||||
Income from continuing operations and net income |
|
989 | 625 |
Dividends received from these investments in 2011 were $128 (2010 $79).
II-18
Table of Contents
In millions of US dollars except as otherwise noted
|
NOTE 6 Investments continued
Supporting Information
December 31, 2011 |
December 31, 2010 |
January 1, 2010 |
||||||||||
Israel Chemicals Ltd. (ICL) 14 percent ownership |
$ | 1,826 | $ | 3,046 | $ | 1,896 | ||||||
Sinofert 22 percent ownership |
439 | 796 | 864 | |||||||||
$ | 2,265 | $ | 3,842 | $ | 2,760 |
In 2011, the company purchased additional shares in Sinofert for cash consideration of $4, of which $3 was settled during the year. The companys ownership percentage remained at approximately 22 percent.
NOTE 7 |
Accounting Estimates and Judgments
The costs of certain ammonia catalysts are capitalized to other assets and are amortized, net of residual value, on a straight-line basis over their estimated useful lives of 3 to 10 years.
Upfront lease costs are capitalized to other assets and amortized over the life of the leases on a straight-line basis, the latest of which extends through 2038.
Supporting Information
December 31, 2011 |
December 31, 2010 |
January 1, 2010 |
||||||||||
Long-term income taxes receivable (Note 21) |
$ | 117 | $ | 122 | $ | 78 | ||||||
Investment tax credits receivable |
111 | 41 | 46 | |||||||||
Ammonia catalysts net of accumulated amortization of $27 (December 31, 2010 $17; January 1, 2010 $9) |
37 | 37 | 44 | |||||||||
Accrued pension benefit asset (Note 13) |
20 | 26 | 29 | |||||||||
Upfront lease costs net of accumulated amortization of $7 (December 31, 2010 $6; January 1, 2010 $4) |
20 | 21 | 23 | |||||||||
Deferred income tax assets (Note 21) |
19 | 38 | 31 | |||||||||
Derivative instrument assets (Note 11) |
6 | | 3 | |||||||||
Other net of accumulated amortization of $15 (December 31, 2010 $11; January 1, 2010 $6) |
30 | 18 | 20 | |||||||||
$ | 360 | $ | 303 | $ | 274 |
Amortization of other assets included in cost of goods sold and in selling and administrative expenses was $9 (2010 $5).
II-19
Table of Contents
In millions of US dollars except as otherwise noted
|
NOTE 8 |
II-20
Table of Contents
In millions of US dollars except as otherwise noted
|
NOTE 8 Intangible Assets continued
Supporting Information
Goodwill is the only intangible asset with an indefinite useful life recognized by the company. All other intangible assets have finite useful lives.
|
Goodwill 1 | Other | Total | ||||||||||
Carrying amount December 31, 2010 |
$ | 97 | $ | 18 | $ | 115 | ||||||
Additions |
| 2 | 2 | |||||||||
Amortization |
| (2 | ) | (2 | ) | |||||||
Carrying amount December 31, 2011 |
$ | 97 | $ | 18 | $ | 115 | ||||||
Balance at December 31, 2011 comprised of: |
||||||||||||
Cost |
$ | 104 | $ | 55 | $ | 159 | ||||||
Accumulated amortization |
(7 | ) | (37 | ) | (44 | ) | ||||||
Carrying amount |
$ | 97 | $ | 18 | $ | 115 | ||||||
Carrying amount January 1, 2010 |
$ | 97 | $ | 20 | $ | 117 | ||||||
Additions |
| 1 | 1 | |||||||||
Amortization |
| (3 | ) | (3 | ) | |||||||
Carrying amount December 31, 2010 |
$ | 97 | $ | 18 | $ | 115 | ||||||
Balance at December 31, 2010 comprised of: |
||||||||||||
Cost |
$ | 104 | $ | 53 | $ | 157 | ||||||
Accumulated amortization |
(7 | ) | (35 | ) | (42 | ) | ||||||
Carrying amount |
$ | 97 | $ | 18 | $ | 115 | ||||||
Balance at January 1, 2010 comprised of: |
||||||||||||
Cost |
$ | 104 | $ | 51 | $ | 155 | ||||||
Accumulated amortization |
(7 | ) | (31 | ) | (38 | ) | ||||||
Carrying amount |
$ | 97 | $ | 20 | $ | 117 |
1 | The companys aggregate carrying amount of goodwill is $97 (December 31, 2010 $97; January 1, 2010 $97), representing 1.2 percent of shareholders equity at December 31, 2011 (December 31, 2010 1.5 percent; January 1, 2010 1.5 percent). Substantially all of the companys recorded goodwill relates to the nitrogen segment. |
NOTE 9 |
SHORT-TERM DEBT |
II-21
Table of Contents
In millions of US dollars except as otherwise noted
|
NOTE 10 |
PAYABLES AND ACCRUED CHARGES |
December 31, 2011 |
December 31, 2010 |
January 1, 2010 |
||||||||||
Trade accounts |
$ | 578 | $ | 592 | $ | 509 | ||||||
Income taxes (Note 21) |
271 | 167 | 17 | |||||||||
Accrued compensation |
111 | 120 | 45 | |||||||||
Deferred revenue |
67 | 53 | 34 | |||||||||
Dividends |
60 | 28 | 30 | |||||||||
Accrued interest |
42 | 49 | 48 | |||||||||
Other taxes |
34 | 47 | 9 | |||||||||
Current portion of asset retirement obligations and accrued environmental costs (Note 14) |
26 | 26 | 40 | |||||||||
Accrued deferred share units |
25 | 30 | 20 | |||||||||
Current portion of pension and other post-retirement benefits (Note 13) |
8 | 9 | 8 | |||||||||
Other payables and other accrued charges |
73 | 77 | 57 | |||||||||
$ | 1,295 | $ | 1,198 | $ | 817 |
NOTE 11 |
II-22
Table of Contents
In millions of US dollars except as otherwise noted
|
NOTE 11 Derivative Instruments continued
II-23
Table of Contents
In millions of US dollars except as otherwise noted
|
NOTE 12 |
Accounting Policy
Issue costs of long-term debt obligations and gains and losses on interest rate swaps qualifying for hedge accounting are capitalized to long-term obligations and are amortized to expense over the term of the related liability using the effective interest method.
Supporting Information
December 31, 2011 |
December 31, 2010 |
January 1, 2010 |
||||||||||
Senior notes 1 |
||||||||||||
7.750% notes due May 31, 2011 |
$ | | $ | 600 | $ | 600 | ||||||
4.875% notes due March 1, 2013 |
250 | 250 | 250 | |||||||||
5.250% notes due May 15, 2014 |
500 | 500 | 500 | |||||||||
3.750% notes due September 30, 2015 |
500 | 500 | 500 | |||||||||
3.250% notes due December 1, 2017 |
500 | 500 | | |||||||||
6.500% notes due May 15, 2019 |
500 | 500 | 500 | |||||||||
4.875% notes due March 30, 2020 |
500 | 500 | 500 | |||||||||
5.875% notes due December 1, 2036 |
500 | 500 | 500 | |||||||||
5.625% notes due December 1, 2040 |
500 | 500 | | |||||||||
Other |
7 | 7 | 8 | |||||||||
3,757 | 4,357 | 3,358 | ||||||||||
Less net unamortized debt costs |
(49 | ) | (54 | ) | (42 | ) | ||||||
Add unamortized interest rate swap gains |
| 1 | 2 | |||||||||
3,708 | 4,304 | 3,318 | ||||||||||
Less current maturities |
(7 | ) | (602 | ) | (2 | ) | ||||||
Add current portion of amortization |
4 | 5 | 3 | |||||||||
$ | 3,705 | $ | 3,707 | $ | 3,319 |
1 | Each series of senior notes is unsecured and has no sinking fund requirements prior to maturity. Each series is redeemable, in whole or in part, at the companys option, at any time prior to maturity for a price not less than the principal amount of the notes to be redeemed, plus accrued and unpaid interest. Under certain conditions related to a change in control, the company is required to make an offer to purchase all, or any part, of the senior notes other than those maturing in 2013 at 101 percent of the principal amount of the notes repurchased, plus accrued and unpaid interest. |
II-24
Table of Contents
In millions of US dollars except as otherwise noted
|
NOTE 12 Long-Term Debt continued
NOTE 13 |
II-25
Table of Contents
In millions of US dollars except as otherwise noted
|
NOTE 13 Pension and Other Post-Retirement Benefits continued
Sensitivity of Assumptions
Sensitivity to changes in key assumptions for the companys pension and other post-retirement benefit plans would have been as follows:
2011 | 2010 | |||||||||||||||
Benefit Obligation |
Expense
in |
Benefit Obligation |
Expense
in |
|||||||||||||
As reported |
$ | 1,417 | $ | 1,191 | ||||||||||||
Discount rate |
||||||||||||||||
Impact of 1.0 percentage point decrease |
232 | $ | 8 | 179 | $ | 1 | ||||||||||
Impact of 1.0 percentage point increase |
(183 | ) | (7 | ) | (149 | ) | (4 | ) | ||||||||
Expected long-term rate of return |
||||||||||||||||
Impact of 1.0 percentage point decrease |
n/a | 7 | n/a | 7 | ||||||||||||
Impact of 1.0 percentage point increase |
n/a | (7 | ) | n/a | (5 | ) | ||||||||||
Rate of compensation increase |
||||||||||||||||
Impact of 1.0 percentage point decrease |
(24 | ) | (3 | ) | (19 | ) | (1 | ) | ||||||||
Impact of 1.0 percentage point increase |
27 | 3 | 21 | 1 | ||||||||||||
Medical cost trend rate |
||||||||||||||||
Impact of 1.0 percentage point decrease |
(32 | ) | (3 | ) | (38 | ) | (4 | ) | ||||||||
Impact of 1.0 percentage point increase |
14 | 4 | 17 | 5 |
n/a | = not applicable |
II-26
Table of Contents
In millions of US dollars except as otherwise noted
|
NOTE 13 Pension and Other Post-Retirement Benefits continued
II-27
Table of Contents
In millions of US dollars except as otherwise noted
|
NOTE 13 Pension and Other Post-Retirement Benefits continued
The change in benefit obligations and the change in plan assets for the above pension and other post-retirement plans were as follows:
Pension | Other | Total | ||||||||||||||||||||||||||||||||||
Dec 31, 2011 |
Dec 31, 2010 |
Jan 1, 2010 |
Dec 31, 2011 |
Dec 31, 2010 |
Jan 1, 2010 |
Dec 31, 2011 |
Dec 31, 2010 |
Jan 1, 2010 |
||||||||||||||||||||||||||||
Change in benefit obligations |
||||||||||||||||||||||||||||||||||||
Balance, beginning of year |
$ | 893 | $ | 792 | $ | 298 | $ | 276 | $ | 1,191 | $ | 1,068 | ||||||||||||||||||||||||
Current service cost |
24 | 20 | 8 | 7 | 32 | 27 | ||||||||||||||||||||||||||||||
Interest cost |
49 | 47 | 16 | 16 | 65 | 63 | ||||||||||||||||||||||||||||||
Actuarial loss |
116 | 66 | 53 | 7 | 169 | 73 | ||||||||||||||||||||||||||||||
Foreign exchange rate changes |
1 | 4 | (1 | ) | 2 | | 6 | |||||||||||||||||||||||||||||
Contributions by plan participants |
| | 4 | | 4 | | ||||||||||||||||||||||||||||||
Benefits paid |
(38 | ) | (35 | ) | (12 | ) | (9 | ) | (50 | ) | (44 | ) | ||||||||||||||||||||||||
Prior service costs |
6 | | | (1 | ) | 6 | (1 | ) | ||||||||||||||||||||||||||||
Plan settlements |
| (1 | ) | | | | (1 | ) | ||||||||||||||||||||||||||||
Balance, end of year |
1,051 | 893 | $ | 792 | 366 | 298 | $ | 276 | 1,417 | 1,191 | $ | 1,068 | ||||||||||||||||||||||||
Change in plan assets |
||||||||||||||||||||||||||||||||||||
Fair value, beginning of year |
753 | 649 | | | 753 | 649 | ||||||||||||||||||||||||||||||
Expected return on plan assets |
53 | 47 | | | 53 | 47 | ||||||||||||||||||||||||||||||
Actuarial (loss) gain |
(42 | ) | 37 | | | (42 | ) | 37 | ||||||||||||||||||||||||||||
Foreign exchange rate changes |
2 | 2 | | | 2 | 2 | ||||||||||||||||||||||||||||||
Contributions by plan participants |
| | 4 | | 4 | | ||||||||||||||||||||||||||||||
Employer contributions |
159 | 54 | 8 | 9 | 167 | 63 | ||||||||||||||||||||||||||||||
Benefits paid |
(38 | ) | (35 | ) | (12 | ) | (9 | ) | (50 | ) | (44 | ) | ||||||||||||||||||||||||
Plan settlements |
| (1 | ) | | | | (1 | ) | ||||||||||||||||||||||||||||
Fair value, end of year |
887 | 753 | 649 | | | | 887 | 753 | 649 | |||||||||||||||||||||||||||
Funded status |
(164 | ) | (140 | ) | (143 | ) | (366 | ) | (298 | ) | (276 | ) | (530 | ) | (438 | ) | (419 | ) | ||||||||||||||||||
Unvested prior service costs not recognized in statements of financial position |
2 | | | (12 | ) | (13 | ) | (15 | ) | (10 | ) | (13 | ) | (15 | ) | |||||||||||||||||||||
Pension and other post-retirement benefit liabilities |
$ | (162 | ) | $ | (140 | ) | $ | (143) | $ | (378 | ) | $ | (311 | ) | $ | (291) | $ | (540 | ) | $ | (451 | ) | $ | (434 | ) | |||||||||||
Balance comprised of: |
||||||||||||||||||||||||||||||||||||
Non-current assets |
||||||||||||||||||||||||||||||||||||
Other assets (Note 7) |
$ | 20 | $ | 26 | $ | 29 | $ | | $ | | $ | | $ | 20 | $ | 26 | $ | 29 | ||||||||||||||||||
Current liabilities |
||||||||||||||||||||||||||||||||||||
Payables and accrued charges (Note 10) |
| | | (8 | ) | (9 | ) | (8 | ) | (8 | ) | (9 | ) | (8 | ) | |||||||||||||||||||||
Non-current liabilities |
||||||||||||||||||||||||||||||||||||
Pension and other post-retirement benefit liabilities |
(182 | ) | (166 | ) | (172 | ) | (370 | ) | (302 | ) | (283 | ) | (552 | ) | (468 | ) | (455 | ) | ||||||||||||||||||
Pension and other post-retirement benefit liabilities |
$ | (162 | ) | $ | (140 | ) | $ | (143) | $ | (378 | ) | $ | (311 | ) | $ | (291) | $ | (540 | ) | $ | (451 | ) | $ | (434 | ) | |||||||||||
The present value of funded and unfunded benefit obligations was as follows:
|
| |||||||||||||||||||||||||||||||||||
Pension | Other | Total | ||||||||||||||||||||||||||||||||||
Dec 31, 2011 |
Dec 31, 2010 |
Jan 1, 2010 |
Dec 31, 2011 |
Dec 31, 2010 |
Jan 1, 2010 |
Dec 31, 2011 |
Dec 31, 2010 |
Jan 1, 2010 |
||||||||||||||||||||||||||||
Present value of wholly or partly funded benefit obligations |
$ | 993 | $ | 838 | $ | 745 | $ | | $ | | $ | | $ | 993 | $ | 838 | $ | 745 | ||||||||||||||||||
Present value of unfunded benefit obligations |
58 | 55 | 47 | 366 | 298 | 276 | 424 | 353 | 323 |
Letters of credit secured certain of the Canadian unfunded defined benefit plan liabilities as at December 31, 2011 and 2010, and January 1, 2010.
II-28
Table of Contents
In millions of US dollars except as otherwise noted
|
NOTE 13 Pension and Other Post-Retirement Benefits continued
II-29
Table of Contents
In millions of US dollars except as otherwise noted
|
NOTE 14 |
PROVISIONS FOR ASSET RETIREMENT, ENVIRONMENTAL AND OTHER OBLIGATIONS |
II-30
Table of Contents
In millions of US dollars except as otherwise noted
|
NOTE 14 Provisions for Asset Retirement, Environmental and Other Obligations continued
Sensitivity of Assumptions
Sensitivity of asset retirement obligations to changes in the discount rate and inflation rate on the recorded liability as at December 31, 2011 is as follows:
Undiscounted |
Discounted |
Discount Rate | Inflation Rate | |||||||||||||||||||||
Cash Flows | Cash Flows | +0.5% | -0.5% | +0.5% | -0.5% | |||||||||||||||||||
Potash obligation 1 |
$ | 1,030 | 2 | $ | 28 | $ (3 | ) | $ | 5 | $ 6 | $ (3 | ) | ||||||||||||
Phosphate obligation |
1,768 | 587 | (61 | ) | 82 | 82 | (62 | ) | ||||||||||||||||
Nitrogen obligation |
62 | 2 | | 1 | 1 | |
1 | Stated in Canadian dollars. |
2 | Represents total undiscounted cash flows in the first year of decommissioning. Excludes subsequent years of tailings dissolution and final decommissioning, which takes an additional 55-264 years. |
Supporting Information
Following is a reconciliation of asset retirement, environmental restoration and other obligations:
Asset Retirement Obligations |
Environmental Restoration Obligations |
Subtotal | Constructive Obligation for Donations |
Total | ||||||||||||||||
Balance December 31, 2010 |
$ | 456 | $ | 25 | $ | 481 | $ | 5 | $ | 486 | ||||||||||
Charged (credited) to income: |
||||||||||||||||||||
New obligations |
28 | | 28 | 10 | 38 | |||||||||||||||
Change in discount rate |
38 | | 38 | | 38 | |||||||||||||||
Change in other estimates |
(15 | ) | 14 | (1 | ) | | (1 | ) | ||||||||||||
Unwinding of discount |
16 | | 16 | | 16 | |||||||||||||||
Capitalized to property, plant and equipment |
||||||||||||||||||||
Change in discount rate |
102 | | 102 | | 102 | |||||||||||||||
Change in other estimates |
20 | | 20 | | 20 | |||||||||||||||
Settled during period |
(27 | ) | (15 | ) | (42 | ) | (2 | ) | (44 | ) | ||||||||||
Exchange differences |
(1 | ) | | (1 | ) | | (1 | ) | ||||||||||||
Balance December 31, 2011 |
$ | 617 | $ | 24 | $ | 641 | $ | 13 | $ | 654 | ||||||||||
Balance at December 31, 2011 comprised of: |
||||||||||||||||||||
Current liabilities |
||||||||||||||||||||
Payables and accrued charges (Note 10) |
$ | 19 | $ | 7 | $ | 26 | $ | 13 | $ | 39 | ||||||||||
Non-current liabilities |
||||||||||||||||||||
Asset retirement obligations and accrued environmental costs |
598 | 17 | 615 | | 615 | |||||||||||||||
$ | 617 | $ | 24 | $ | 641 | $ | 13 | $ | 654 |
II-31
Table of Contents
In millions of US dollars except as otherwise noted
|
NOTE 14 Provisions for Asset Retirement, Environmental and Other Obligations continued
Asset Retirement Obligations |
Environmental Restoration Obligations |
Subtotal | Constructive Obligation for Donations |
Total | ||||||||||||||||
Balance January 1, 2010 |
$ | 309 | $ | 31 | $ | 340 | $ | 2 | $ | 342 | ||||||||||
Charged to income: |
||||||||||||||||||||
New obligations |
5 | 3 | 8 | 5 | 13 | |||||||||||||||
Change in discount rate |
37 | | 37 | | 37 | |||||||||||||||
Change in other estimates |
9 | | 9 | | 9 | |||||||||||||||
Unwinding of discount |
11 | | 11 | | 11 | |||||||||||||||
Capitalized to property, plant and equipment |
||||||||||||||||||||
Change in discount rate |
21 | | 21 | | 21 | |||||||||||||||
Change in other estimates |
86 | | 86 | | 86 | |||||||||||||||
Settled during period |
(24 | ) | (9 | ) | (33 | ) | (2 | ) | (35 | ) | ||||||||||
Exchange differences |
2 | | 2 | | 2 | |||||||||||||||
Balance December 31, 2010 |
$ | 456 | $ | 25 | $ | 481 | $ | 5 | $ | 486 | ||||||||||
Balance at December 31, 2010 comprised of: |
||||||||||||||||||||
Current liabilities |
||||||||||||||||||||
Payables and accrued charges (Note 10) |
$ | 17 | $ | 9 | $ | 26 | $ | 5 | $ | 31 | ||||||||||
Non-current liabilities |
||||||||||||||||||||
Asset retirement obligations and accrued environmental costs |
439 | 16 | 455 | | 455 | |||||||||||||||
$ | 456 | $ | 25 | $ | 481 | $ | 5 | $ | 486 | |||||||||||
Balance at January 1, 2010 comprised of: |
||||||||||||||||||||
Current liabilities |
||||||||||||||||||||
Payables and accrued charges (Note 10) |
$ | 22 | $ | 18 | $ | 40 | $ | 2 | $ | 42 | ||||||||||
Non-current liabilities |
||||||||||||||||||||
Asset retirement obligations and accrued environmental costs |
287 | 13 | 300 | | 300 | |||||||||||||||
$ | 309 | $ | 31 | $ | 340 | $ | 2 | $ | 342 |
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In millions of US dollars except as otherwise noted
|
NOTE 15 |
SHARE CAPITAL |
Authorized
The company is authorized to issue an unlimited number of common shares without par value and an unlimited number of first preferred shares. The common shares are not redeemable or convertible. The first preferred shares may be issued in one or more series with rights and conditions to be determined by the Board of Directors. No first preferred shares have been issued.
Issued
Number of Common Shares |
Consideration | |||||||
Balance, January 1, 2010 |
887,926,650 | $ | 1,430 | |||||
Issued under option plans |
7,339,116 | 68 | ||||||
Issued for dividend reinvestment plan |
46,947 | 2 | ||||||
Repurchased |
(42,190,020 | ) | (69 | ) | ||||
Balance, December 31, 2010 |
853,122,693 | $ | 1,431 | |||||
Issued under option plans |
5,490,335 | 48 | ||||||
Issued for dividend reinvestment plan |
89,963 | 4 | ||||||
Balance, December 31, 2011 |
858,702,991 | $ | 1,483 |
NOTE 16 |
SEGMENT INFORMATION |
2011 |
||||||||||||||||||||
Potash | Phosphate | Nitrogen | All Others | Consolidated | ||||||||||||||||
Sales |
$ | 3,983 | $ | 2,478 | $ | 2,254 | $ | | $ | 8,715 | ||||||||||
Freight, transportation and distribution |
(244 | ) | (166 | ) | (86 | ) | | (496 | ) | |||||||||||
Net sales third party |
3,739 | 2,312 | 2,168 | | ||||||||||||||||
Cost of goods sold |
(1,017 | ) | (1,664 | ) | (1,252 | ) | | (3,933 | ) | |||||||||||
Gross margin |
2,722 | 648 | 916 | | 4,286 | |||||||||||||||
Depreciation and amortization |
(142 | ) | (207 | ) | (132 | ) | (8 | ) | (489 | ) | ||||||||||
Inter-segment sales |
| | 187 | | | |||||||||||||||
Cash flows for additions to property, plant and equipment |
1,717 | 159 | 260 | 40 | 2,176 |
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In millions of US dollars except as otherwise noted
|
NOTE 16 Segment Information continued
2010 | ||||||||||||||||||||
Potash | Phosphate | Nitrogen | All Others | Consolidated | ||||||||||||||||
Sales |
$ | 3,001 | $ | 1,822 | $ | 1,716 | $ | | $ | 6,539 | ||||||||||
Freight, transportation and distribution |
(259 | ) | (144 | ) | (85 | ) | | (488 | ) | |||||||||||
Net sales third party |
2,742 | 1,678 | 1,631 | | ||||||||||||||||
Cost of goods sold |
(926 | ) | (1,332 | ) | (1,103 | ) | | (3,361 | ) | |||||||||||
Gross margin |
1,816 | 346 | 528 | | 2,690 | |||||||||||||||
Depreciation and amortization |
(125 | ) | (197 | ) | (119 | ) | (8 | ) | (449 | ) | ||||||||||
Inter-segment sales |
| | 119 | | | |||||||||||||||
Cash flows for additions to property, plant and equipment |
1,643 | 242 | 144 | 50 | 2,079 |
As described in Note 1, Canpotex and PhosChem execute offshore marketing, sales and distribution functions for certain of the companys products. Financial information by geographic area is summarized in the following table:
2011 | Country of Origin | |||||||||||||||||||
Canada | United States | Trinidad | Other | Consolidated | ||||||||||||||||
Sales to customers outside the company |
||||||||||||||||||||
Canada |
$ | 142 | $ | 183 | $ | | $ | | $ | 325 | ||||||||||
United States |
1,580 | 2,576 | 819 | | 4,975 | |||||||||||||||
Canpotex (Canpotexs 2011 sales volumes were made to: Latin America 26%, India 9%, China 17%, other Asian countries 43%, other countries 5%) |
1,956 | | | | 1,956 | |||||||||||||||
PhosChem (PhosChems 2011 sales volumes were made to: India 54%, Latin America 27%, China NIL%, other countries 11%, other Asian countries 8%) |
| 563 | | | 563 | |||||||||||||||
Mexico |
19 | 114 | 14 | | 147 | |||||||||||||||
Brazil |
160 | 50 | 9 | | 219 | |||||||||||||||
Colombia |
42 | 8 | 80 | | 130 | |||||||||||||||
Other Latin America |
84 | 42 | 242 | | 368 | |||||||||||||||
Other |
| 23 | 9 | | 32 | |||||||||||||||
$ | 3,983 | $ | 3,559 | $ | 1,173 | $ | | $ | 8,715 | |||||||||||
Non-current assets 1 |
$ | 6,783 | $ | 2,775 | $ | 660 | $ | 23 | $ | 10,241 |
1 | Includes non-current assets other than financial instruments, deferred tax assets and post-employment benefit assets. |
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In millions of US dollars except as otherwise noted
|
NOTE 16 Segment Information continued
2010 | Country of Origin | |||||||||||||||||||
Canada | United States | Trinidad | Other | Consolidated | ||||||||||||||||
Sales to customers outside the company |
||||||||||||||||||||
Canada |
$ | 138 | $ | 103 | $ | | $ | | $ | 241 | ||||||||||
United States |
1,315 | 2,074 | 638 | | 4,027 | |||||||||||||||
Canpotex (Canpotexs 2010 sales volumes were made to: Latin America 25%, India 14%, China 14%, other Asian countries 41%, other countries 6%) |
1,273 | | | | 1,273 | |||||||||||||||
PhosChem (PhosChems 2010 sales volumes were made to: India 58%, Latin America 20%, China 2%, other countries 11%, other Asian countries 9%) |
| 396 | | | 396 | |||||||||||||||
Mexico |
19 | 75 | 2 | | 96 | |||||||||||||||
Brazil |
134 | 34 | | | 168 | |||||||||||||||
Colombia |
38 | 13 | 70 | | 121 | |||||||||||||||
Other Latin America |
79 | 37 | 66 | | 182 | |||||||||||||||
Other |
5 | 22 | 8 | | 35 | |||||||||||||||
$ | 3,001 | $ | 2,754 | $ | 784 | $ | | $ | 6,539 | |||||||||||
Non-current assets 1 |
$ | 5,246 | $ | 2,575 | $ | 633 | $ | | $ | 8,454 |
1 | Includes non-current assets other than financial instruments, deferred tax assets and post-employment benefit assets. |
NATURE OF EXPENSES | ||||
Accounting Policies
2011 | Cost of Goods Sold |
Selling and Administrative Expenses |
Total | |||||||||
Employee costs |
$ | 611 | $ | 98 | $ | 709 | ||||||
Depreciation and amortization |
483 | 6 | 489 | |||||||||
Other |
2,839 | 113 | 2,952 | |||||||||
Total |
$ | 3,933 | $ | 217 | $ | 4,150 |
2010 | Cost of Goods Sold |
Selling and Administrative Expenses |
Total | |||||||||
Employee costs |
$ | 604 | $ | 128 | $ | 732 | ||||||
Depreciation and amortization |
441 | 8 | 449 | |||||||||
Other |
2,316 | 92 | 2,408 | |||||||||
Total |
$ | 3,361 | $ | 228 | $ | 3,589 |
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In millions of US dollars except as otherwise noted
|
NOTE 18 |
PROVINCIAL MINING AND OTHER TAXES |
2011 | 2010 | |||||||
Saskatchewan resource surcharge and other |
$ | 108 | $ | 77 | ||||
Potash Production Tax |
39 | | ||||||
$ | 147 | $ | 77 |
NOTE 19 |
OTHER EXPENSES |
2011 | 2010 | |||||||
Foreign exchange (gain) loss |
$ | (7 | ) | $ | 17 | |||
Takeover response costs |
2 | 73 | ||||||
Other |
18 | 35 | ||||||
$ | 13 | $ | 125 |
Included in takeover response costs are financial advisory, legal and other fees incurred relating to PotashCorps response to an unsolicited offer made in August 2010 to purchase all of its outstanding common shares. The offer was withdrawn in November 2010.
NOTE 20 |
FINANCE COSTS |
2011 | 2010 | |||||||
Interest expense on |
||||||||
Short-term debt |
$ | 8 | $ | 8 | ||||
Long-term debt |
227 | 217 | ||||||
Unwinding of discount on asset retirement obligations (Note 14) |
16 | 11 | ||||||
Borrowing costs capitalized to property, plant and equipment |
(84 | ) | (107 | ) | ||||
Interest income |
(8 | ) | (8 | ) | ||||
$ | 159 | $ | 121 |
Borrowing costs capitalized to property, plant and equipment during the year were calculated by applying a capitalization rate of 4.4 percent in 2011 (2010 5.0 percent) to expenditures on qualifying assets.
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In millions of US dollars except as otherwise noted
|
NOTE 21 |
II-37
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In millions of US dollars except as otherwise noted
|
NOTE 21 Income Taxes continued
Income tax balances
Income tax balances within the consolidated statements of financial position were comprised of the following:
Income Tax Assets (Liabilities) | Statements of Financial Position Location | Dec 31, 2011 |
Dec 31, 2010 |
Jan 1, 2010 |
||||||||||
Current income tax assets: |
||||||||||||||
Current |
Receivables (Note 3) | $ | 21 | $ | 46 | $ | 363 | |||||||
Non-current |
Other assets (Note 7) | 117 | 122 | 78 | ||||||||||
Deferred income tax assets |
Other assets (Note 7) | 19 | 38 | 31 | ||||||||||
Total income tax assets |
$ | 157 | $ | 206 | $ | 472 | ||||||||
Current income tax liabilities: |
||||||||||||||
Current |
Payables and accrued charges (Note 10) | $ | (271 | ) | $ | (167 | ) | $ | (17 | ) | ||||
Non-current |
Other non-current liabilities and deferred credits | (85 | ) | (142 | ) | (95 | ) | |||||||
Deferred income tax liabilities |
Deferred income tax liabilities | (1,052 | ) | (737 | ) | (643 | ) | |||||||
Total income tax liabilities |
$ | (1,408 | ) | $ | (1,046 | ) | $ | (755 | ) |
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In millions of US dollars except as otherwise noted
|
NOTE 21 Income Taxes continued
Deferred income taxes
In respect of each type of temporary difference, unused tax loss and unused tax credit, the amounts of deferred tax assets and liabilities recognized in the statements of financial position and the amount of the deferred tax recovery or expense recognized in net income were:
Deferred Income Tax Assets (Liabilities) | Deferred Tax Recovery (Expense) Recognized in Net Income |
|||||||||||||||||||
Dec 31, 2011 |
Dec 31, 2010 |
Jan 1, 2010 |
2011 | 2010 | ||||||||||||||||
Deferred income tax assets: |
||||||||||||||||||||
Tax loss and other carryforwards |
$ | 58 | $ | 94 | $ | 72 | $ | (35 | ) | $ | 22 | |||||||||
Asset retirement obligations and accrued environmental costs |
124 | 95 | 53 | 29 | 42 | |||||||||||||||
Derivative instrument liabilities |
101 | 106 | 66 | | | |||||||||||||||
Inventories |
57 | 39 | 60 | 18 | (21 | ) | ||||||||||||||
Post-retirement benefits and share-based compensation |
275 | 315 | 284 | (53 | ) | (7 | ) | |||||||||||||
Other assets |
20 | 30 | 20 | (8 | ) | 6 | ||||||||||||||
Deferred income tax liabilities: |
||||||||||||||||||||
Property, plant and equipment |
(1,632 | ) | (1,321 | ) | (1,109 | ) | (311 | ) | (212 | ) | ||||||||||
Investments in equity-accounted investees |
(21 | ) | (18 | ) | (15 | ) | (4 | ) | (3 | ) | ||||||||||
Long-term debt |
(7 | ) | (29 | ) | (29 | ) | 22 | | ||||||||||||
Other liabilities |
(8 | ) | (10 | ) | (14 | ) | 5 | (4 | ) | |||||||||||
$ | (1,033 | ) | $ | (699 | ) | $ | (612 | ) | $ | (337 | ) | $ | (177 | ) |
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In millions of US dollars except as otherwise noted
|
NOTE 22 |
NET INCOME PER SHARE |
2011 | 2010 | |||||||
Basic net income per share 1 |
||||||||
Net income available to common shareholders |
$ | 3,081 | $ | 1,775 | ||||
Weighted average number of common shares |
855,677,000 | 886,371,000 | ||||||
Basic net income per share |
$ | 3.60 | $ | 2.00 | ||||
Diluted net income per share 1 |
||||||||
Net income available to common shareholders |
$ | 3,081 | $ | 1,775 | ||||
Weighted average number of common shares |
855,677,000 | 886,371,000 | ||||||
Dilutive effect of stock options |
20,960,000 | 24,722,000 | ||||||
Weighted average number of diluted common shares |
876,637,000 | 911,093,000 | ||||||
Diluted net income per share |
$ | 3.51 | $ | 1.95 |
1 | Net income per share calculations are based on dollar and share amounts each rounded to the nearest thousand. |
NOTE 23 |
II-40
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In millions of US dollars except as otherwise noted
|
NOTE 23 Share-Based Compensation continued
Supporting Information
The company has 11 stock-based compensation plans (nine stock option plans, the deferred share unit plan and the performance unit incentive plan), which are described below. The total compensation cost charged against earnings for those plans in 2011 was $18 (2010 $48).
Stock option plans
Plan | Options Outstanding | Vesting Period | Settlement | |||
Directors Plan |
81,000 | 2 Years | Shares | |||
Officers and Employees Plan |
6,736,638 | 2 Years | Shares | |||
2005 Performance Option Plan |
5,539,810 | 3 Years | Shares | |||
2006 Performance Option Plan |
5,421,400 | 3 Years | Shares | |||
2007 Performance Option Plan |
4,167,776 | 3 Years | Shares | |||
2008 Performance Option Plan |
1,384,200 | 3 Years | Shares | |||
2009 Performance Option Plan |
1,875,450 | 3 Years | Shares | |||
2010 Performance Option Plan |
1,307,700 | 3 Years | Shares | |||
2011 Performance Option Plan |
1,135,100 | 3 Years | Shares |
II-41
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In millions of US dollars except as otherwise noted
|
NOTE 23 Share-Based Compensation continued
A summary of the status of the plans as of December 31, 2011 and 2010 and changes during the years ending on those dates is presented as follows:
Number of shares subject to option
Performance Option Plans | Officers, Employees and Directors Plans | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Outstanding, beginning of year |
21,472,080 | 22,804,755 | 10,649,229 | 15,323,520 | ||||||||||||
Granted |
1,144,100 | 1,334,100 | | | ||||||||||||
Exercised |
(1,658,744 | ) | (2,664,825 | ) | (3,831,591 | ) | (4,674,291 | ) | ||||||||
Forfeited |
(126,000 | ) | (1,950 | ) | | | ||||||||||
Expired |
| | | | ||||||||||||
Outstanding, end of year |
20,831,436 | 21,472,080 | 6,817,638 | 10,649,229 |
Weighted average exercise price
Performance Option Plans | Officers, Employees and Directors Plans | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Outstanding, beginning of year |
$ | 20.40 | $ | 18.52 | $ | 4.63 | $ | 4.41 | ||||||||
Granted |
52.26 | 33.82 | | | ||||||||||||
Exercised |
12.61 | 13.62 | 4.56 | 4.20 | ||||||||||||
Forfeited |
49.43 | 64.62 | | | ||||||||||||
Expired |
| | | | ||||||||||||
Outstanding, end of year |
$ | 22.40 | $ | 20.40 | $ | 4.64 | $ | 4.63 |
The aggregate grant-date fair value of all options granted during the year was $27 (2010 $21). The average share price during the year was $53.02 per share (2010 $40.12 per share).
The following table summarizes information about stock options outstanding at December 31, 2011:
Options Outstanding | Options Exercisable | |||||||||||||||||
Range of Exercise Prices |
Number | Weighted Average Remaining Life in Years |
Weighted Average Exercise Price |
Number | Weighted Average Exercise Price |
|||||||||||||
Officers and Employees and Directors Plans |
||||||||||||||||||
$3.60 to $4.70 |
4,360,127 | 1 | $ | 4.05 | 4,360,127 | $ | 4.05 | |||||||||||
$4.71 to $5.90 |
2,457,511 | 1 | $ | 5.68 | 2,457,511 | $ | 5.68 | |||||||||||
6,817,638 | 1 | $ | 4.64 | 6,817,638 | $ | 4.64 | ||||||||||||
Performance Option Plans |
||||||||||||||||||
$9.00 to $14.00 |
10,961,210 | 4 | $ | 10.97 | 10,961,210 | $ | 10.97 | |||||||||||
$20.00 to $25.00 |
4,167,776 | 5 | $ | 21.45 | 4,167,776 | $ | 21.45 | |||||||||||
$30.00 to $40.00 |
3,183,150 | 8 | $ | 33.71 | | $ | | |||||||||||
$49.00 to $70.00 |
2,519,300 | 8 | $ | 59.37 | 1,384,200 | $ | 66.02 | |||||||||||
20,831,436 | 5 | $ | 22.40 | 16,513,186 | $ | 18.23 | ||||||||||||
27,649,074 | 4 | $ | 18.02 | 23,330,824 | $ | 14.26 |
The foregoing options have expiry dates ranging from November 2012 to May 2021.
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In millions of US dollars except as otherwise noted
|
NOTE 23 Share-Based Compensation continued
The following weighted average assumptions were used in arriving at the grant-date fair values associated with stock options for which compensation cost was recognized during 2011 and 2010:
Year of Grant | ||||||||||||||||
2011 | 2010 | 2009 | 2008 | |||||||||||||
Exercise price |
$ | 52.26 | $ | 33.82 | $ | 31.96 | $ | 66.02 | ||||||||
Expected dividend per share |
$ | 0.28 | $ | 0.13 | $ | 0.13 | $ | 0.13 | ||||||||
Expected volatility |
52% | 50% | 48% | 34% | ||||||||||||
Risk-free interest rate |
2.29% | 2.61% | 2.53% | 3.30% | ||||||||||||
Expected life of options in years |
5.5 | 5.9 | 5.9 | 5.8 |
The compensation cost charged against income for the companys stock option plans in 2011 was $24 (2010 $24).
Other plans
II-43
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In millions of US dollars except as otherwise noted
|
NOTE 24 |
II-44
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In millions of US dollars except as otherwise noted
|
NOTE 24 Financial Instruments and Related Risk Management continued
II-45
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In millions of US dollars except as otherwise noted
|
NOTE 24 Financial Instruments and Related Risk Management continued
The table below presents a maturity analysis of the companys financial liabilities and gross settled derivative contracts based on the expected cash flows from the date of the consolidated statements of financial position to the contractual maturity date. The amounts are the contractual undiscounted cash flows.
Carrying Amount of Liability (Asset) at December 31, 2011 |
Contractual Cash Flows |
Within 1 Year |
1 to 3 Years | 3 to 5 Years | Over 5 Years | |||||||||||||||||||
Short-term debt obligations 1 |
$ | 829 | $ | 829 | $ | 829 | $ | | $ | | $ | | ||||||||||||
Payables and accrued charges 2 |
842 | 842 | 842 | | | | ||||||||||||||||||
Long-term debt obligations 1 |
3,757 | 6,023 | 198 | 1,098 | 781 | 3,946 | ||||||||||||||||||
Foreign currency derivatives |
(4 | ) | ||||||||||||||||||||||
Outflow |
160 | 160 | | | | |||||||||||||||||||
Inflow |
(164 | ) | (164 | ) | | | | |||||||||||||||||
Natural gas derivatives 3 |
265 | 277 | 66 | 87 | 77 | 47 | ||||||||||||||||||
$ | 5,689 | $ | 7,967 | $ | 1,931 | $ | 1,185 | $ | 858 | $ | 3,993 |
1 | Contractual cash flows include contractual interest payments related to debt obligations. Interest rates on variable rate debt are based on prevailing rates at December 31, 2011. |
2 | Excludes taxes, accrued interest, deferred revenues and current portions of asset retirement obligations and accrued environmental costs and pension and other post-retirement benefits. |
3 | Natural gas derivatives are subject to master netting agreements. Each counterparty has margin requirements that may require the company to post collateral against liability balances. |
Market risk
Market risk is the risk that financial instrument fair values will fluctuate due to changes in market prices. The market risks to which the company is exposed are foreign exchange risk, interest rate risk and price risk (related to commodity and equity securities).
Foreign exchange risk
The company is exposed to foreign exchange risk primarily relating to operating and capital expenditures, resource taxes, dividends and commercial paper denominated in currencies other than the US dollar, primarily the Canadian dollar. To manage foreign exchange risk related to these non-US dollar expenditures, the company may enter into foreign currency derivatives. Its treasury risk management policies allow such exposures to be hedged within certain prescribed limits for both forecast operating and approved capital expenditures. The foreign currency derivatives are not currently designated as hedging instruments for accounting purposes.
The company has certain available-for-sale investments listed on foreign stock exchanges and denominated in currencies other than the US dollar for which it is exposed to foreign exchange risk. These investments are held for long-term strategic purposes.
II-46
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In millions of US dollars except as otherwise noted
|
NOTE 24 Financial Instruments and Related Risk Management continued
The following table shows the companys significant exposure to exchange risk and the pre-tax effects on income and OCI of reasonably possible changes in the relevant foreign currency. The company has no significant foreign currency exposure related to cash and cash equivalents and receivables. This analysis assumes that price decreases related to investments in ICL and Sinofert would not represent an impairment and all other variables remain constant.
Foreign Exchange Risk | ||||||||||||||||||||
Carrying Amount of Asset (Liability) |
5% increase in US$ | 5% decrease in US$ | ||||||||||||||||||
Income | OCI | Income | OCI | |||||||||||||||||
December 31, 2011 |
||||||||||||||||||||
Available-for-sale investments |
||||||||||||||||||||
ICL (New Israeli shekels) |
$ | 1,826 | $ | | $ | (91 | ) | $ | | $ | 91 | |||||||||
Sinofert (Hong Kong dollars) |
439 | | (22 | ) | | 22 | ||||||||||||||
Payables (CDN) |
(180 | ) | 9 | | (9 | ) | | |||||||||||||
Foreign currency derivatives |
4 | (8 | ) | | 8 | | ||||||||||||||
December 31, 2010 |
||||||||||||||||||||
Available-for-sale investments |
||||||||||||||||||||
ICL (New Israeli shekels) |
$ | 3,046 | $ | | $ | (152 | ) | $ | | $ | 152 | |||||||||
Sinofert (Hong Kong dollars) |
796 | | (40 | ) | | 40 | ||||||||||||||
Short-term debt (CDN) |
(69 | ) | 3 | | (3 | ) | | |||||||||||||
Payables (CDN) |
(205 | ) | 10 | | (10 | ) | | |||||||||||||
Foreign currency derivatives |
5 | (12 | ) | | 12 | | ||||||||||||||
January 1, 2010 |
||||||||||||||||||||
Available-for-sale investments |
||||||||||||||||||||
ICL (New Israeli shekels) |
$ | 1,896 | $ | | $ | (95 | ) | $ | | $ | 95 | |||||||||
Sinofert (Hong Kong dollars) |
864 | | (43 | ) | | 43 | ||||||||||||||
Short-term debt (CDN) |
(263 | ) | 13 | | (13 | ) | | |||||||||||||
Payables (CDN) |
(167 | ) | 8 | | (8 | ) | | |||||||||||||
Foreign currency derivatives |
5 | (20 | ) | | 20 | |
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In millions of US dollars except as otherwise noted
|
NOTE 24 Financial Instruments and Related Risk Management continued
Price risk
The company is exposed to commodity price risk resulting from its natural gas requirements. Its natural gas strategy is based on diversification for its total gas requirements (which represent the forecast consumption of natural gas volumes by its manufacturing and mining facilities). Its objective is to acquire a reliable supply of natural gas feedstock and fuel on a location-adjusted, cost-competitive basis in a manner that minimizes volatility without undue risk. Its exchange-traded available-for-sale securities also expose the company to equity securities price risk.
The following table shows the companys exposure to price risk and the pre-tax effects on net income and OCI of reasonably possible changes in the relevant commodity or securities prices. This analysis assumes that price decreases related to investments in ICL and Sinofert would not represent an impairment and all other variables remain constant.
Price Risk | ||||||||||||||||||||||||||||||||||||
Carrying Amount of Asset (Liability) |
Effect of 10% decrease in prices on OCI |
Effect of 10% increase in prices on OCI |
||||||||||||||||||||||||||||||||||
Dec 31, 2011 |
Dec 31, 2010 |
Jan 1, 2010 |
Dec 31, 2011 |
Dec 31, 2010 |
Jan 1, 2010 |
Dec 31, 2011 |
Dec 31, 2010 |
Jan 1, 2010 |
||||||||||||||||||||||||||||
Natural gas derivatives |
$ | (265 | ) | $ | (279 | ) | $ | (171 | ) | $ | (14 | ) | $ | (50 | ) | $ | (73 | ) | $ | 15 | $ | 50 | $ | 73 | ||||||||||||
Investments in ICL and Sinofert |
2,265 | 3,842 | 2,760 | (227 | ) | (384 | ) | (276 | ) | 227 | 384 | 276 |
The sensitivity analyses included in the tables above should be used with caution as the changes are hypothetical and not predictive of future performance. The sensitivities are calculated with reference to period-end balances and will change due to fluctuations in the balances throughout the year. In addition, for the purpose of the sensitivity analyses, the effect of a variation in a particular assumption on the fair value of the financial instrument was calculated independently of any change in another assumption. Actual changes in one factor may contribute to changes in another factor, which may magnify or counteract the effect on the fair value of the financial instrument.
Fair value
Presented below is a comparison of the fair value of certain financial instruments to their carrying values.
December 31, 2011 | December 31, 2010 | January 1, 2010 | ||||||||||||||||||||||
Carrying Amount of Liability |
Fair Value of Liability |
Carrying Amount of Liability |
Fair Value of Liability |
Carrying Amount of Liability |
Fair Value of Liability |
|||||||||||||||||||
Long-term debt senior notes |
$ | 3,750 | $ | 4,271 | $ | 4,350 | $ | 4,525 | $ | 3,350 | $ | 3,506 |
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In millions of US dollars except as otherwise noted
|
NOTE 24 Financial Instruments and Related Risk Management continued
The following table presents the companys fair value hierarchy for those financial assets and financial liabilities carried at fair value.
Fair Value Measurements at Reporting Date Using: | ||||||||||||||||
Description | Carrying Amount of Asset (Liability) |
Quoted Prices in Active Markets for Identical Assets (Level 1) 1 |
Significant Other Observable Inputs (Level 2) 1,2 |
Significant Unobservable Inputs (Level 3) 2 |
||||||||||||
December 31, 2011 |
||||||||||||||||
Derivative instrument assets |
||||||||||||||||
Natural gas derivatives |
$ | 6 | $ | | $ | | $ | 6 | ||||||||
Foreign currency derivatives |
4 | | 4 | | ||||||||||||
Investments in ICL and Sinofert |
2,265 | 2,265 | | | ||||||||||||
Derivative instrument liabilities |
||||||||||||||||
Natural gas derivatives |
(271 | ) | | (36 | ) | (235 | ) | |||||||||
December 31, 2010 |
||||||||||||||||
Derivative instrument assets |
||||||||||||||||
Foreign currency derivatives |
$ | 5 | $ | | $ | 5 | $ | | ||||||||
Investments in ICL and Sinofert |
3,842 | 3,842 | | | ||||||||||||
Derivative instrument liabilities |
||||||||||||||||
Natural gas derivatives |
(279 | ) | | (55 | ) | (224 | ) | |||||||||
January 1, 2010 |
||||||||||||||||
Derivative instrument assets |
||||||||||||||||
Natural gas derivatives |
$ | 4 | $ | | $ | 1 | $ | 3 | ||||||||
Foreign currency derivatives |
5 | | 5 | | ||||||||||||
Investments in ICL and Sinofert |
2,760 | 2,760 | | | ||||||||||||
Derivative instrument liabilities |
||||||||||||||||
Natural gas derivatives |
(175 | ) | | (53 | ) | (122 | ) |
1 | During 2011 and 2010, there were no transfers between Level 1 and Level 2. |
2 | During 2011 and 2010, there were no transfers into Level 3 and $(3) (2010 $11) of (gains) losses was transferred out of Level 3 into Level 2 as (due to the passage of time) the terms of certain natural gas derivatives now mature within 36 months. Our policy is to recognize transfers at the end of the reporting period. |
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In millions of US dollars except as otherwise noted
|
NOTE 24 Financial Instruments and Related Risk Management continued
Fair value measurements using significant unobservable inputs (Level 3)
Natural Gas Derivatives | ||||||||
2011 | 2010 | |||||||
Balance, beginning of year |
$ | (224 | ) | $ | (119 | ) | ||
Total losses (realized and unrealized) before income taxes |
||||||||
Included in net income (cost of goods sold) |
(25 | ) | (36 | ) | ||||
Included in other comprehensive income |
(13 | ) | (126 | ) | ||||
Purchases |
| | ||||||
Sales |
| | ||||||
Issues |
| | ||||||
Settlements |
36 | 46 | ||||||
Transfers of (gains) losses out of Level 3 |
(3 | ) | 11 | |||||
Balance, end of year |
$ | (229 | ) | $ | (224 | ) |
NOTE 25 |
CAPITAL MANAGEMENT |
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|
NOTE 25 Capital Management continued
NOTE 26 |
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In millions of US dollars except as otherwise noted
|
NOTE 26 Commitments continued
Minimum future commitments under these contractual arrangements are shown below.
Operating Leases |
Purchase Commitments |
Capital Commitments |
Other Commitments |
Total | ||||||||||||||||
Within 1 year |
$ 90 | $ 426 | $ 393 | $ 29 | $ 938 | |||||||||||||||
1 to 3 years |
160 | 226 | 82 | 26 | 494 | |||||||||||||||
3 to 5 years |
115 | 98 | | 8 | 221 | |||||||||||||||
Over 5 years |
143 | 91 | | 16 | 250 | |||||||||||||||
Total |
$ 508 | $ 841 | $ 475 | $ 79 | $ 1,903 |
CONTINGENCIES AND OTHER MATTERS |
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In millions of US dollars except as otherwise noted
|
NOTE 27 Contingencies and Other Matters continued
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NOTE 27 Contingencies and Other Matters continued
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NOTE 27 Contingencies and Other Matters continued
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In millions of US dollars except as otherwise noted
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NOTE 28 |
GUARANTEES |
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In millions of US dollars except as otherwise noted
|
NOTE 29 |
RELATED PARTY TRANSACTIONS |
NOTE 30 |
TRANSITION TO IFRS |
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In millions of US dollars except as otherwise noted
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NOTE 30 Transition to IFRS continued
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In millions of US dollars except as otherwise noted
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NOTE 30 Transition to IFRS continued
Changes in Accounting Policies
The key areas where accounting policies differ or where accounting policy decisions were necessary that impact the companys consolidated financial statements are set out in the following table. Note that this does not include transition policy choices made under IFRS 1, described above, although their impact is included below.
Accounting Policy Area |
Impact of Policy Adoption | |
(a) Impairment of Assets |
Choices: There are no policy choices available under IFRS.
Differences from previous Canadian GAAP: IAS 36, Impairment of Assets, uses a one-step approach for both testing for and measurement of impairment, with asset carrying values compared directly with the higher of fair value less costs to sell and value in use (which uses discounted future cash flows). Canadian GAAP generally used a two-step approach to impairment testing, first comparing asset carrying values with undiscounted future cash flows to determine whether impairment exists, and then measuring any impairment by comparing asset carrying values with fair values. This difference may potentially result in more impairments where carrying values of assets were previously supported under Canadian GAAP on an undiscounted cash flow basis, but could not be supported on a discounted cash flow basis.
In addition, IAS 36 requires the reversal of any previous impairment losses (to the amounts the assets would now be carried at had depreciation continued) where circumstances have changed such that the impairments have been reduced. Canadian GAAP prohibited reversal of impairment losses.
Transition impact: The company identified certain assets for which impairment losses had been previously recognized, but which were no longer impaired. The previously recognized impairment losses were reversed on transition to IFRS, which resulted in an increase in the carrying amount of property, plant and equipment at December 31, 2010 of $9 (January 1, 2010 $10). Net income for 2010 decreased by $1. The company also identified items which were regarded as impaired under IFRS, but not under Canadian GAAP. As a result, equity at December 31, 2010 decreased by $4 (January 1, 2010 $2). Net income for 2010 decreased by $2.
Expected future impact: Dependent upon future circumstances, as described above. | |
(b) Employee Benefits |
Choices: Under IAS 19, Employee Benefits, actuarial gains and losses are permitted to be recognized directly in OCI rather than through net income.
Policy selection: Actuarial gains and losses will be recognized in OCI.
Differences from previous Canadian GAAP: IAS 19 requires the past service cost element of defined benefit plans to be expensed on an accelerated basis, with vested past service costs expensed immediately and unvested past service costs recognized on a straight-line basis until the benefits become vested. Under Canadian GAAP, past service costs were generally amortized on a straight-line basis over the average remaining service period of active employees expected under the plan.
Under Canadian GAAP, certain gains and losses which were unrecognized at the time of adopting the current Canadian accounting standard were permitted to be amortized over a period under transitional provisions of the current standards. Those amounts must be recognized on transition to IFRS.
Transition impact: Equity at December 31, 2010 was reduced by $365 (January 1, 2010 $352). Net income for 2010 increased by $24.
Expected future impact: The effect of actuarial gains and losses will no longer affect net income under the companys accounting policy choice. Shareholders equity is expected to be subject to greater variability as the effects of actuarial gains and losses will be recognized immediately, rather than being deferred and amortized over a period of time. |
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In millions of US dollars except as otherwise noted
|
NOTE 30 Transition to IFRS continued
Accounting Policy Area |
Impact of Policy Adoption | |
(c) Share-Based Payments |
Choices: There are no policy choices available under IFRS.
Differences from previous Canadian GAAP: IFRS 2, Share-Based Payments, requires that cash-settled share-based payments to employees be measured (both initially and at each reporting date) based on fair value of the awards. Canadian GAAP required that such payments be measured based on the intrinsic value of the awards. This difference impacted the accounting measurement of some of the companys cash-settled employee incentive plans, such as its performance unit incentive plan.
IFRS 2 requires an estimate of compensation cost to be recognized in relation to performance options for which service has commenced but which have not yet been granted. The compensation cost recognized is trued up once options have been granted. Under Canadian GAAP, compensation cost was first recognized when the options were granted. This will create a timing difference between IFRS and Canadian GAAP in terms of when compensation cost relating to employee service provided in the first quarter of the year is recognized. In relation to stock option costs in 2010, net income decreased in the first quarter and increased in the second quarter by $13. Net income and equity for annual periods are not affected.
Transition impact: In relation to the companys cash-settled share-based payments, equity at December 31, 2010 increased by $1 (January 1, 2010 $3). Net income for 2010 decreased by $2.
Expected future impact: Any future significant difference between the fair value and intrinsic value of outstanding units under the companys performance unit incentive plan will result in different measurements under IFRS and Canadian GAAP in any particular year; however, this will be a timing difference only. The total future compensation expense relating to these awards will be the same under IFRS and Canadian GAAP over the duration of each incentive plan cycle. In relation to stock option cost, a timing difference will exist between IFRS and Canadian GAAP, whereby net income under IFRS will decrease in the first quarter and increase in the second quarter of each year by offsetting amounts. Net income and equity for annual periods will not be affected. | |
(d) Provisions (including Asset Retirement Obligations) |
Choices: There are no policy choices available under IFRS.
Differences from previous Canadian GAAP: IAS 37, Provisions, Contingent Liabilities and Contingent Assets, requires a provision to be recognized when: there is a present obligation (legal or constructive) as a result of a past transaction or event; it is probable that an outflow of resources will be required to settle the obligation; and a reliable estimate can be made of the obligation. Probable in this context means more likely than not. Under Canadian GAAP, constructive obligations were recognized only if required by a specific standard, and the criterion for recognition in the financial statements was likely, which is a higher threshold than probable. Therefore, there may be some contingent liabilities not recognized under Canadian GAAP which would require a provision under IFRS.
Other differences between IFRS and Canadian GAAP exist in relation to the measurement of provisions, such as the methodology for determining the best estimate where there is a range of equally possible outcomes (IFRS uses the mid-point of the range whereas Canadian GAAP used the low end), and the requirement under IFRS for provisions to be discounted where material.
In relation to asset retirement obligations, measurement under IFRS is based on managements best estimate, while measurement under Canadian GAAP was based on the fair value of the obligation (which takes market assumptions into account). Under IFRS, the full asset retirement obligation is remeasured each period using the current discount rate. Under Canadian GAAP, cash flow estimates associated with asset retirement obligations were discounted using historical discount rates. Changes in the discount rate alone did not result in a remeasurement of the liability. Changes in estimates that decreased the liability were discounted using the discount rate applied upon initial recognition of the liability. When changes in estimates increased the liability, the additional liability was discounted using the current discount rate.
IFRS require the companys asset retirement obligations to be discounted using a risk-free rate. Under Canadian GAAP, asset retirement obligations were discounted using a credit-adjusted risk-free rate. |
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In millions of US dollars except as otherwise noted
|
NOTE 30 Transition to IFRS continued
Accounting Policy Area |
Impact of Policy Adoption | |
Under IFRS, the increase in the measurement of an asset retirement obligation due to the passage of time (unwinding of the discount) is classified as a finance expense. Under Canadian GAAP, this amount was classified as an operating expense.
Transition impact: Equity at December 31, 2010 was reduced by $84 (January 1, 2010 $68). Net income for 2010 decreased by $16. | ||
Expected future impact: Measurement of provisions may fluctuate more under IFRS and a change in the discount rate will have a more significant impact on the obligation as well as the companys assets and expenses. As well, provisions may be recognized earlier under IFRS than under Canadian GAAP. | ||
(e) Income Taxes |
Choices: Where exchange rate differences on deferred income tax liabilities or assets are recognized in the statements of income, such differences may be classified as either foreign exchange gains/losses or deferred tax expense/income under IFRS. | |
Policy selection: Exchange rate differences on deferred income tax liabilities or assets will be classified as foreign exchange gains/losses. This is consistent with the companys accounting policy under Canadian GAAP. | ||
Differences from previous Canadian GAAP, transition impact and expected future impact of each: Under IFRS, the guidance in IAS 12, Income Taxes, was used to determine the benefit to be received in relation to uncertain tax positions. This differs from the methodology used under Canadian GAAP. Equity at December 31, 2010 was increased by $48 (January 1, 2010 $36). Net income for 2010 increased by $12. Impacts in future periods will depend on the particular circumstances existing in those periods. | ||
Under IFRS, deferred tax assets recognized in relation to share-based payment arrangements (for example, the companys employee stock option plans in the US) are adjusted each period to reflect the amount of future tax deductions that the company expects to receive in excess of stock-based compensation recorded in the consolidated financial statements based on the current market price of the shares. The benefit of such amounts is recognized in contributed surplus and never impacts net income. Under the companys Canadian GAAP policy, tax deductions for its employee stock option plan in the US were recognized as reductions to tax expense, within net income, in the period that the deduction was allowed. This difference resulted in a decrease to net income in 2010 of $45. Equity at December 31, 2010 increased by $143 (January 1, 2010 $116). In future periods, current tax expense will be higher and the balance of the companys deferred tax liability is expected to be more volatile under IFRS. | ||
Under IFRS, deferred tax assets associated with share-based compensation that are recorded in the consolidated financial statements as an expense in the current or previous period should be reviewed at each statement of financial position date and amended to the extent that it is no longer probable that the related tax benefit will be realized. Under Canadian GAAP, this income tax benefit was calculated without estimating the income tax effects of anticipated share-based payment transactions. This difference resulted in an increase to net income of $1. Equity at December 31, 2010 decreased by $7 (January 1, 2010 $8). In future periods, the balance in the companys deferred tax liability is expected to be more volatile under IFRS. | ||
Under IFRS, adjustments relating to a change in tax rates are recognized in the same category of comprehensive income in which the original amounts were recognized. Under Canadian GAAP, such adjustments were recognized in net income, regardless of the category in which the original amounts were recognized. In addition, adjustments to foreign exchange gains on deferred income tax liabilities originally recognized in OCI will be recorded in OCI under IFRS, but were recorded in net income under Canadian GAAP. In combination, these differences resulted in $150 related to an internal restructuring that occurred in 2009 being re-categorized at the date of transition to IFRS from retained earnings to AOCI. There will be no future impacts resulting from this item. | ||
Under IFRS, deferred income taxes are classified as long-term. Under Canadian GAAP, future income taxes were separated between current and long-term on the statements of financial position. This resulted in a decrease in 2010 of $28 (January 1, 2010 $18) in current assets and non-current liabilities on the statements of financial position. This classification difference will continue to exist in future periods; however, the size and direction of the difference will depend on circumstances existing in those periods. |
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In millions of US dollars except as otherwise noted
|
NOTE 30 Transition to IFRS continued
Accounting Policy Area |
Impact of Policy Adoption | |
Under IFRS, unrealized profits resulting from intragroup transactions are eliminated from the carrying amount of assets, but no equivalent adjustment is made for tax purposes. The difference between the tax rates of the two entities will impact net income. This differs from Canadian GAAP, where the current tax payable in relation to such profits was recorded as a current asset until the transaction was realized by the group. As a result, equity at December 31, 2010 increased by $6 (January 1, 2010 $20) and 2010 net income decreased by $14. In future periods, the tax impact of intragroup transactions will be recognized earlier under IFRS; however, the size and direction of the difference will depend on circumstances existing in those periods. | ||
(f) Consolidation |
Choices: There are no policy choices available under IFRS. | |
Differences from previous Canadian GAAP: The IFRS approach to consolidation is principles-based whereby consolidation is required for all entities which are controlled. Unlike the Canadian GAAP two-step model, which first required consideration as to whether an entity was a Variable Interest Entity, the IFRS guidance on consolidation is a single-step model the control model. IFRS do bring in the concepts of risk and rewards where the existence of control is not apparent, although not in the same rules-based manner as under Canadian GAAP. | ||
Transition impact: None. | ||
Expected future impact: None. | ||
(g) Property, Plant and Equipment |
Choices: Either a historical cost model or a revaluation model can be used to value property, plant and equipment.
Policy selection: The company valued property, plant and equipment using the historical cost model.
Differences from previous Canadian GAAP: Under IFRS, where part of an item of property, plant and equipment has a cost that is significant in relation to the cost of the item as a whole, it must be depreciated separately from the remainder of the item. Canadian GAAP was similar in this respect; however, the componentization concept was not often applied to the same extent due to practicality and/or materiality. | |
Under IFRS, the cost of major overhauls on items of property, plant and equipment is capitalized as a component of the related item of property, plant and equipment and depreciated over the period until the next major overhaul. Under Canadian GAAP, these costs were expensed in the year incurred. | ||
Transition impact: Equity at December 31, 2010 increased by $52 (January 1, 2010 $18). Net income for 2010 increased by $34. | ||
Expected future impact: The cost of future replacement of components of property, plant and equipment (including the cost of major overhauls) will be capitalized and depreciated over several years rather than being expensed in the year incurred. This will result in a difference in timing between IFRS and Canadian GAAP in terms of when such costs are recognized as expenses. | ||
(h) Inventories |
Choices: Either first-in, first-out (FIFO) or weighted average can be used to value inventories. | |
Policy selection: The weighted average method was used to value inventories. | ||
Differences from previous Canadian GAAP: None, as it relates to annual periods. | ||
Under IFRS, at interim periods, price, efficiency, spending and volume variances of a manufacturing entity are recognized in income to the same extent that those variances are recognized in income at financial year-end. Deferral of variances that are expected to be absorbed by year-end is not appropriate because it could result in reporting inventory at the interim date at more or less than its portion of the actual cost of manufacture. Under Canadian GAAP, variances that were planned and expected to be absorbed by the end of the year were ordinarily deferred at the end of an interim period. Net income and equity for annual periods are not affected. |
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In millions of US dollars except as otherwise noted
|
NOTE 30 Transition to IFRS continued
Accounting Policy Area |
Impact of Policy Adoption | |
Transition impact: None as it relates to annual periods. | ||
Expected future impact: None, as it relates to annual periods. Manufacturing cost variances that were deferred at interim periods will no longer be deferred. This will result in a difference in timing during the year between IFRS and Canadian GAAP in terms of when such costs are recognized as expenses. | ||
(i) Borrowing Costs |
Choices: There are no policy choices available under IFRS.
Differences from previous Canadian GAAP: Under IFRS, borrowing costs are capitalized to assets which take a substantial time to develop or construct using a capitalization rate based on the weighted average interest rate on all of the companys outstanding third-party debt. Under the companys Canadian GAAP policy, the interest capitalization rate was based only on the weighted average interest rate on third-party long-term debt.
Transition impact: Equity at December 31, 2010 was reduced by $25 (January 1, 2010 $14). Net income for 2010 decreased by $11.
Expected future impact: There will be an ongoing difference based on the difference in capitalization rates. | |
(j) Financial Instruments |
Choices: Trade date or settlement date can be used.
Policy selection: The company recognized regular-way purchases and sales of financial assets at the trade date.
Differences from previous Canadian GAAP: None.
Transition impact: None.
Expected future impact: None. | |
(k) Definition of a Derivative |
Choices: There are no policy choices available under IFRS.
Differences from previous Canadian GAAP: Derivatives usually have a notional amount (i.e., an amount of currency, a number of shares or other number of units specified in the contract). Under IFRS, the definition of a derivative does not specifically require an instrument to have a notional amount, and the lack of a notional amount does not result in an exemption from treatment of the contract as a derivative. Under Canadian GAAP, when the quantity of a non-financial asset or liability to be purchased or sold was not specified and was not otherwise determinable (e.g., by reference to anticipated quantities to be used in the calculation of penalty amounts in the event of non-performance), the contract was not accounted for as a derivative since the standard setters concluded its fair value would not be reliably determinable. As a result, a notional amount was also required implicitly for such a contract to meet the definition of a derivative under Canadian GAAP. Whereas under Canadian GAAP such an instrument would not be accounted for as a derivative, under IFRS it is necessary to analyze all other features to determine whether the contract is a derivative. If so, it is necessary to determine a reasonable estimation of what a notional amount could be, and measure the instrument at fair value as a derivative or embedded derivative based on such.
Transition impact: None.
Expected future impact: More contracts may be categorized as derivatives (either assets or liabilities) than under Canadian GAAP. |
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|
NOTE 30 Transition to IFRS continued
Accounting Policy Area |
Impact of Policy Adoption | |
(l) Embedded Derivatives |
Choices: There are no policy choices available under IFRS.
Differences from previous Canadian GAAP: For transitional purposes under Canadian GAAP, the company elected to record embedded derivatives only for contracts entered into or substantively modified on or after January 1, 2003. This transitional option does not exist under IFRS and therefore additional potential embedded derivatives were considered within contracts previously not reviewed in this context to conclude whether bifurcation and recording will be necessary.
Transition impact: None.
Expected future impact: None. | |
(m) Hedge |
Choices: There are no policy choices available under IFRS.
Differences from previous Canadian GAAP: Under Canadian GAAP, a short-cut method for assessing hedge effectiveness was permitted if the critical terms of the hedged item and hedging instrument matched. This method is not permitted under IFRS. The company had certain deferred amounts related to the previous use of this method under Canadian GAAP pertaining to interest rate swaps. However, because the previously designated hedging relationship was of a type that would have qualified for hedge accounting under IFRS, the provisions of IFRS 1 allow the company to discontinue hedge accounting prospectively. Because hedge accounting had already been discontinued prospectively under Canadian GAAP, no adjustment was necessary as a result of adopting IFRS.
Transition impact: None.
Expected future impact: None. | |
(n) Statements of |
Choices: Either the direct or indirect method may be presented. Dividends paid, interest paid, interest received and dividends received can be presented as operating, investing or financing activities.
Policy selection: The company used the indirect method. Dividends paid were presented as financing activities. Interest and dividends received were presented as operating activities. Interest paid was presented as operating activities except where it had been capitalized to property, plant and equipment, in which case it was presented as investing activities.
Differences from previous Canadian GAAP: None.
Transition impact: None.
Expected future impact: None. | |
(o) Investments |
Choices: Jointly controlled entities may be accounted for by using either proportionate consolidation or the equity method.
Policy selection: The equity method was used to account for joint ventures.
Differences from previous Canadian GAAP: Under Canadian GAAP, joint ventures were accounted for using proportionate consolidation. Certain of the companys equity-accounted investees adopted IFRS earlier than PotashCorp, resulting in certain IFRS 1 elections being made, particularly related to use of fair value as deemed cost on certain items of property, plant and equipment and related to the use of the business combinations exemption. As a result, the company recognized its share of such elections as an adjustment to its opening retained earnings and its investments in equity-accounted investees.
Transition impact: Equity at December 31, 2010 was reduced by $45 (January 1, 2010 $45). Net income for 2010 was unaffected.
Expected future impact: One joint venture will be accounted for using the equity method, rather than the proportionate consolidation method. The impact is expected to be minimal. |
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In millions of US dollars except as otherwise noted
|
NOTE 30 Transition to IFRS continued
Reconciliations from Canadian GAAP to IFRS
Reconciliation of Net Income
2010 | ||||
Net Income Canadian GAAP |
$ | 1,806 | ||
IFRS adjustments to net income: |
||||
Policy choices |
||||
Employee benefits Actuarial gains and losses (b) |
26 | |||
Other |
||||
Provisions Changes in asset retirement obligations (d) |
(13 | ) | ||
Property, plant and equipment (g) |
34 | |||
Borrowing costs (i ) |
(11 | ) | ||
Employee benefits Past service costs (b) |
(2 | ) | ||
Impairment of assets (a) |
(3 | ) | ||
Constructive obligations (d) |
(3 | ) | ||
Share-based payments (c) |
(2 | ) | ||
Income taxes Tax effect of above differences |
(10 | ) | ||
Income tax-related differences (e) |
(47 | ) | ||
Net Income IFRS |
$ | 1,775 |
References above relate to items described in the Changes in Accounting Policies table.
Reconciliation of Shareholders Equity
December 31, 2010 |
January 1, 2010 |
|||||||
Shareholders Equity Canadian GAAP |
$ | 6,804 | $ | 6,440 | ||||
IFRS adjustments to shareholders equity: |
||||||||
Policy choices |
||||||||
Employee benefits Actuarial gains and losses (b) |
(375 | ) | (365 | ) | ||||
Other |
||||||||
Provisions Changes in asset retirement obligations (d) |
(79 | ) | (66 | ) | ||||
Property, plant and equipment (g) |
52 | 18 | ||||||
Investments (o) |
(45 | ) | (45 | ) | ||||
Borrowing costs (i ) |
(25 | ) | (14 | ) | ||||
Employee benefits Past service costs and Canadian GAAP transition amounts (b) |
10 | 13 | ||||||
Impairment of assets (a) |
5 | 8 | ||||||
Constructive obligations (d) |
(5 | ) | (2 | ) | ||||
Share-based payments (c) |
1 | 3 | ||||||
Income taxes Tax effect of above differences |
154 | 152 | ||||||
Income tax-related differences (e) |
188 | 163 | ||||||
Shareholders Equity IFRS |
$ | 6,685 | $ | 6,305 |
References above relate to items described in the Changes in Accounting Policies table.
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In millions of US dollars except as otherwise noted
|
NOTE 30 Transition to IFRS continued
Reconciliation of Comprehensive Income
2010 | ||||
Comprehensive Income Canadian GAAP |
$ | 2,402 | ||
IFRS adjustments to comprehensive income: |
||||
Policy choices |
||||
Employee benefits Actuarial gains and losses (b) |
(36 | ) | ||
Tax effect of employee benefits Actuarial gains and losses |
11 | |||
Other |
||||
Differences in net income |
(31 | ) | ||
Comprehensive Income IFRS |
$ | 2,346 |
References above relate to items described in the Changes in Accounting Policies table.
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In millions of US dollars except as otherwise noted
|
NOTE 30 Transition to IFRS continued
Adjusted Financial Statements
The following tables show the adjustments to the companys consolidated statements of financial position and consolidated statements of income.
Adjustments to Consolidated Statement of Financial Position as at December 31, 2010
Canadian GAAP Accounts |
Canadian GAAP |
IFRS Adjust- ments |
Ref- erence |
IFRS Reclass- ifications |
IFRS | IFRS Accounts | ||||||||||||||
Assets |
Assets | |||||||||||||||||||
Current assets |
Current assets | |||||||||||||||||||
Cash and cash equivalents |
$ | 412 | $ | | $ | | $ | 412 | Cash and cash equivalents | |||||||||||
Receivables |
1,044 | 15 | (e) | | 1,059 | Receivables | ||||||||||||||
Inventories |
570 | | | 570 | Inventories | |||||||||||||||
Prepaid expenses and other current assets |
114 | (60 | ) | (e) | | 54 | Prepaid expenses and other current assets | |||||||||||||
2,140 | (45 | ) | | 2,095 | ||||||||||||||||
Non-current assets | ||||||||||||||||||||
Property, plant and equipment |
8,063 | 78 | (a,d,g,i) | | 8,141 | Property, plant and equipment | ||||||||||||||
Investments |
4,938 | (45 | ) | (o) | (4,893 | ) | | |||||||||||||
| | 1,051 | 1,051 | Investments in equity-accounted investees | ||||||||||||||||
| | 3,842 | 3,842 | Available-for-sale investments | ||||||||||||||||
Other assets |
363 | (60 | ) | (b,e) | | 303 | Other assets | |||||||||||||
Intangible assets |
18 | | 97 | 115 | Intangible assets | |||||||||||||||
Goodwill |
97 | | (97 | ) | | |||||||||||||||
$ | 15,619 | $ | (72 | ) | $ | | $ | 15,547 | Total Assets | |||||||||||
Liabilities |
Liabilities | |||||||||||||||||||
Current liabilities |
Current liabilities | |||||||||||||||||||
Short-term debt and current portion of long-term debt |
$ | 1,871 | $ | | $ | | $ | 1,871 | Short-term debt and current portion of long-term debt | |||||||||||
Payables and accrued charges |
1,246 | (48 | ) | (c,d,e) | | 1,198 | Payables and accrued charges | |||||||||||||
Current portion of derivative instrument liabilities |
75 | | | 75 | Current portion of derivative instrument liabilities | |||||||||||||||
3,192 | (48 | ) | | 3,144 | ||||||||||||||||
Non-current liabilities | ||||||||||||||||||||
Long-term debt |
3,707 | | | 3,707 | Long-term debt | |||||||||||||||
Derivative instrument liabilities |
204 | | | 204 | Derivative instrument liabilities | |||||||||||||||
Future income tax liabilities |
1,078 | (341 | ) | (e) | | 737 | Deferred income tax liabilities | |||||||||||||
Accrued pension and other post-retirement benefits |
299 | 169 | (b) | | 468 | Pension and other post-retirement benefit liabilities | ||||||||||||||
Accrued environmental costs and asset retirement obligations |
330 | 125 | (d) | | 455 | Asset retirement obligations and accrued environmental costs | ||||||||||||||
Other non-current liabilities and deferred credits |
5 | 142 | (e) | | 147 | Other non-current liabilities and deferred credits | ||||||||||||||
8,815 | 47 | | 8,862 | Total Liabilities | ||||||||||||||||
Shareholders Equity |
Shareholders Equity | |||||||||||||||||||
Share capital |
1,431 | | | 1,431 | Share capital | |||||||||||||||
Contributed surplus |
160 | 148 | (e) | | 308 | Contributed surplus | ||||||||||||||
Accumulated other comprehensive income |
2,244 | 150 | (e) | | 2,394 | Accumulated other comprehensive income | ||||||||||||||
Retained earnings |
2,969 | (417 | ) | | 2,552 | Retained earnings | ||||||||||||||
6,804 | (119 | ) | | 6,685 | Total Shareholders Equity | |||||||||||||||
$ | 15,619 | $ | (72 | ) | $ | | $ | 15,547 | Total Liabilities and Shareholders Equity |
References above relate to items described in the Changes in Accounting Policies table.
II-67
Table of Contents
In millions of US dollars except as otherwise noted
|
NOTE 30 Transition to IFRS continued
Adjustments to Consolidated Statement of Financial Position as at January 1, 2010
Canadian GAAP Accounts |
Canadian GAAP |
IFRS Adjust- ments |
Ref- erence |
IFRS Reclass- ifications |
IFRS | IFRS Accounts | ||||||||||||||
Assets |
Assets | |||||||||||||||||||
Current assets |
Current assets | |||||||||||||||||||
Cash and cash equivalents |
$ | 385 | $ | | $ | | $ | 385 | Cash and cash equivalents | |||||||||||
Receivables |
1,138 | 76 | (e) | | 1,214 | Receivables | ||||||||||||||
Inventories |
624 | | | 624 | Inventories | |||||||||||||||
Prepaid expenses and other current assets |
125 | (56 | ) | (e) | | 69 | Prepaid expenses and other current assets | |||||||||||||
2,272 | 20 | | 2,292 | |||||||||||||||||
Non-current assets | ||||||||||||||||||||
Property, plant and equipment |
6,413 | 31 | (a,d,g,i) | | 6,444 | Property, plant and equipment | ||||||||||||||
Investments |
3,760 | (45 | ) | (o) | (3,715 | ) | | |||||||||||||
955 | 955 | Investments in equity-accounted investees | ||||||||||||||||||
| | 2,760 | 2,760 | Available-for-sale investments | ||||||||||||||||
Other assets |
360 | (86 | ) | (b,e) | | 274 | Other assets | |||||||||||||
Intangible assets |
20 | | 97 | 117 | Intangible assets | |||||||||||||||
Goodwill |
97 | | (97 | ) | | |||||||||||||||
$ | 12,922 | $ | (80 | ) | $ | | $ | 12,842 | Total Assets | |||||||||||
Liabilities |
Liabilities | |||||||||||||||||||
Current liabilities |
Current liabilities | |||||||||||||||||||
Short-term debt and current portion of long-term debt |
$ | 729 | $ | | $ | | $ | 729 | Short-term debt and current portion of long-term debt | |||||||||||
Payables and accrued charges |
796 | 21 | (c,d,e) | | 817 | Payables and accrued charges | ||||||||||||||
Current portion of derivative instrument liabilities |
52 | | | 52 | Current portion of derivative instrument liabilities | |||||||||||||||
1,577 | 21 | | 1,598 | |||||||||||||||||
Non-current liabilities | ||||||||||||||||||||
Long-term debt |
3,319 | | | 3,319 | Long-term debt | |||||||||||||||
Derivative instrument liabilities |
123 | | | 123 | Derivative instrument liabilities | |||||||||||||||
Future income tax liabilities |
963 | (320 | ) | (e) | | 643 | Deferred income tax liabilities | |||||||||||||
Accrued pension and other post-retirement benefits |
281 | 174 | (b) | | 455 | Pension and other post-retirement benefit liabilities | ||||||||||||||
Accrued environmental costs and asset retirement obligations |
215 | 85 | (d) | | 300 | Asset retirement obligations and accrued environmental costs | ||||||||||||||
Other non-current liabilities and deferred credits |
4 | 95 | (e) | | 99 | Other non-current liabilities and deferred credits | ||||||||||||||
6,482 | 55 | | 6,537 | Total Liabilities | ||||||||||||||||
Shareholders Equity |
Shareholders Equity | |||||||||||||||||||
Share capital |
1,430 | | | 1,430 | Share capital | |||||||||||||||
Contributed surplus |
150 | 123 | (e) | | 273 | Contributed surplus | ||||||||||||||
Accumulated other comprehensive income |
1,649 | 149 | (e) | | 1,798 | Accumulated other comprehensive income | ||||||||||||||
Retained earnings |
3,211 | (407 | ) | | 2,804 | Retained earnings | ||||||||||||||
6,440 | (135 | ) | | 6,305 | Total Shareholders Equity | |||||||||||||||
$ | 12,922 | $ | (80 | ) | $ | | $ | 12,842 | Total Liabilities and Shareholders Equity |
References above relate to items described in the Changes in Accounting Policies table.
II-68
Table of Contents
In millions of US dollars except as otherwise noted
|
NOTE 30 Transition to IFRS continued
Adjustments to Consolidated Statement of Income Year Ended December 31, 2010
Canadian GAAP Accounts |
Canadian GAAP |
IFRS ments |
Ref- erence |
IFRS ifications |
IFRS | IFRS Accounts | ||||||||||||||
Sales |
$ | 6,539 | $ | | $ | | $ | 6,539 | Sales | |||||||||||
Freight |
(336 | ) | | (152 | ) | (488 | ) | Freight, transportation and distribution | ||||||||||||
Transportation and distribution |
(152 | ) | | 152 | | |||||||||||||||
Cost of goods sold |
(3,426 | ) | 65 | (a,b,c,d,g,i) | | (3,361 | ) | Cost of goods sold | ||||||||||||
Gross Margin |
2,625 | 65 | | 2,690 | Gross Margin | |||||||||||||||
Selling and administrative |
(228 | ) | | (b,c,d) | | (228 | ) | Selling and administrative expenses | ||||||||||||
Provincial mining and other taxes |
(77 | ) | | | (77 | ) | Provincial mining and other taxes | |||||||||||||
Foreign exchange loss |
(17 | ) | | 17 | | |||||||||||||||
| 174 | 174 | Share of earnings of equity-accounted investees | |||||||||||||||||
| | 163 | 163 | Dividend income | ||||||||||||||||
Other income |
245 | (16 | ) | (a,g) | (354 | ) | (125 | ) | Other expenses | |||||||||||
Operating Income |
2,548 | 49 | | 2,597 | Operating Income | |||||||||||||||
Interest Expense |
(99 | ) | (22 | ) | (d,i) | | (121 | ) | Finance Costs | |||||||||||
Income Before Income Taxes |
2,449 | 27 | | 2,476 | Income Before Income Taxes | |||||||||||||||
Income Taxes |
(643 | ) | (58 | ) | (e) | | (701 | ) | Income Taxes | |||||||||||
Net Income |
$ | 1,806 | $ | (31 | ) | $ | | $ | 1,775 | Net Income | ||||||||||
Net Income per Share |
Net Income per Share | |||||||||||||||||||
Basic |
$ | 2.04 | $ | (0.04 | ) | $ | | $ | 2.00 | Basic | ||||||||||
Diluted |
$ | 1.98 | $ | (0.03 | ) | $ | | $ | 1.95 | Diluted | ||||||||||
Dividends per Share |
$ | 0.13 | $ | | $ | | $ | 0.13 | Dividends Declared per Share |
References above relate to items described in the Changes in Accounting Policies table.
II-69
Table of Contents
Part IV
Item 15. Exhibits and Financial Statement Schedules
List of Documents Filed as Part of this Report
1. Consolidated Financial Statements in Annual Report
II-2 - II-3 | ||||
II-4 | ||||
II-5 | ||||
II-6 | ||||
II-7 | ||||
II-8 | ||||
II-9 - II-69 |
2. Schedules
Schedules not listed are omitted because the required information is inapplicable or is presented in the consolidated financial statements.
REPORT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS
To the Board of Directors and Shareholders of Potash Corporation of Saskatchewan Inc.
We have audited the consolidated financial statements of Potash Corporation of Saskatchewan Inc. and subsidiaries (the Company) as of December 31, 2011 and 2010, and for each of the two years in the period ended December 31, 2011, and the Companys internal control over financial reporting as of December 31, 2011, and have issued our reports thereon, dated February 21, 2012; such consolidated financial statements and reports are included in your Form 10-K/A and are incorporated herein by reference. Our audits also included the consolidated financial statement schedule of the Company listed in Item 15. This consolidated financial statement schedule is the responsibility of the Companys management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
/s/ Deloitte & Touche LLP |
Independent Registered Chartered Accountants |
Saskatoon, Canada |
February 21, 2012 |
IV-1
Table of Contents
Potash Corporation of Saskatchewan Inc.
Schedule II Valuation and Qualifying Accounts
(in millions of US dollars)
(audited)
Description | Balance at Beginning of Year |
Additions Charged to Costs and Expenses |
Deductions | Balance at End of Year |
||||||||||||||
Allowance for doubtful trade accounts receivable |
||||||||||||||||||
2011 |
8 | | | 8 | ||||||||||||||
2010 |
8 | | | 8 | ||||||||||||||
2009(1) |
8 | 1 | 1 | 8 | ||||||||||||||
Allowance for inventory valuation |
||||||||||||||||||
2011 |
9 | 7 | 5 | 11 | ||||||||||||||
2010 |
17 | 2 | 10 | 9 | ||||||||||||||
2009(1) |
97 | 5 | 85 | 17 |
(1) | As the Company adopted IFRS with effect from January 1, 2010, amounts for 2009 were prepared under Canadian GAAP. |
3. Exhibits
Incorporated By Reference | ||||||||||
Exhibit Number |
Description of Document | Form | Filing Date/Period End Date |
Exhibit Number (if different) | ||||||
3(a) | Articles of Continuance of the registrant dated May 15, 2002. | 10-Q | 6/30/2002 | |||||||
3(b) | Bylaws of the registrant effective May 15, 2002. | 10-Q | 6/30/2002 | |||||||
4(a) | Term Credit Agreement between The Bank of Nova Scotia and other financial institutions and the registrant dated September 25, 2001. | 10-Q | 9/30/2001 | |||||||
4(b) | Syndicated Term Credit Facility Amending Agreement between The Bank of Nova Scotia and other financial institutions and the registrant dated as of September 23, 2003. | 10-Q | 9/30/2003 | |||||||
4(c) | Syndicated Term Credit Facility Second Amending Agreement between The Bank of Nova Scotia and other financial institutions and the registrant dated as of September 21, 2004. | 8-K | 9/24/2004 | |||||||
4(d) | Syndicated Term Credit Facility Third Amending Agreement between The Bank of Nova Scotia and other financial institutions and the registrant dated as of September 20, 2005. | 8-K | 9/22/2005 | 4(a) | ||||||
4(e) | Syndicated Term Credit Facility Fourth Amending Agreement between The Bank of Nova Scotia and other financial institutions and the registrant dated as of September 27, 2006. | 10-Q | 9/30/2006 | |||||||
4(f) | Syndicated Term Credit Facility Fifth Amending Agreement between the Bank of Nova Scotia and other financial institutions and the registrant dated as of October 19, 2007. | 8-K | 10/22/2007 | 4(a) | ||||||
4(g) | Indenture dated as of February 27, 2003, between the registrant and The Bank of Nova Scotia Trust Company of New York. | 10-K | 12/31/2002 | 4(c) | ||||||
4(h) | Form of Note relating to the registrants offering of $250,000,000 principal amount of 4.875% Notes due March 1, 2013. | 8-K | 2/28/2003 | 4 | ||||||
4(i) | Form of Note relating to the registrants offering of $500,000,000 principal amount of 5.875% Notes due December 1, 2036. | 8-K | 11/30/2006 | 4(a) | ||||||
4(j) | Form of Note relating to the registrants offering of $500,000,000 principal amount of 5.25% Notes due May 15, 2014. | 8-K | 5/1/2009 | 4(a) |
IV-2
Table of Contents
Incorporated By Reference | ||||||||||
Exhibit Number |
Description of Document | Form | Filing Date/Period End Date |
Exhibit Number (if different) | ||||||
4(k) | Form of Note relating to the registrants offering of $500,000,000 principal amount of 6.50% Notes due May 15, 2019. | 8-K | 5/1/2009 | 4(b) | ||||||
4(l) | Form of Note relating to the registrants offering of $500,000,000 principal amount of 3.75% Notes due September 30, 2015. | 8-K | 9/25/2009 | 4(a) | ||||||
4(m) | Form of Note relating to the registrants offering of $500,000,000 principal amount of 4.875% Notes due March 30, 2020. | 8-K | 9/25/2009 | 4(b) | ||||||
4(n) | Revolving Term Credit Facility Agreement between the Bank of Nova Scotia and other financial institutions and the registrant dated December 11, 2009. | 8-K | 12/15/2009 | 4(a) | ||||||
4(o) | Revolving Term Credit Facility First amending Agreement between the Bank of Nova Scotia and other financial institutions and the registrant dated September 23, 2011. | 8-K | 9/26/2011 | 4(a) | ||||||
4(p) | Form of Note relating to the registrants offering of $500,000,000 principal amount of 3.25% Notes due December 1, 2017. | 8-K | 11/29/2010 | 4(a) | ||||||
4(q) | Form of Note relating to the registrants offering of $500,000,000 principal amount of 5.625% Notes due December 1, 2040. | 8-K | 11/29/2010 | 4(b) |
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.
Incorporated By Reference | ||||||||||
Exhibit Number |
Description of Document | Form | Filing Date/Period End Date |
Exhibit Number (if different) | ||||||
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. | F-1 (File No. 33-31303) |
9/28/1989 | 10(f) | ||||||
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. | F-1 (File No. 33-31303) |
9/28/1989 | 10(g) | ||||||
10(c) | Producer Agreement dated April 21, 1978, between Canpotex Limited and PCS Sales. | F-1 (File No. 33-31303) |
9/28/1989 | 10(h) | ||||||
10(d) | Canpotex/PCS Amending Agreement, dated as of October 1, 1992. | 10-K | 12/31/1995 | 10(f) | ||||||
10(e) | Canpotex PCA Collateral Withdrawing/PCS Amending Agreement, dated as of October 7, 1993. | 10-K | 12/31/1995 | 10(g) | ||||||
10(f) | Canpotex Producer Agreement amending agreement dated as of July 1, 2002. | 10-Q | 6/30/2004 | 10(g) | ||||||
10(g) | Esterhazy Restated Mining and Processing Agreement dated January 31, 1978, between International Minerals & Chemical Corporation (Canada) Limited and the registrants predecessor. | F-1 (File No. 33-31303) |
9/28/1989 | 10(e) | ||||||
10(h) | 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. | 10-K | 12/31/1990 | 10(p) | ||||||
10(i) | 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). | 10-K | 12/31/1998 | 10(l) |
IV-3
Table of Contents
Incorporated By Reference | ||||||||||
Exhibit Number |
Description of Document | Form | Filing Date/Period End Date |
Exhibit Number (if different) | ||||||
10(j) | 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. | 10-K | 12/31/1998 | 10(m) | ||||||
10(k) | Potash Corporation of Saskatchewan Inc. Stock Option Plan Directors, as amended. | 10-K | 12/31/2006 | 10(l) | ||||||
10(l) | Potash Corporation of Saskatchewan Inc. Stock Option Plan Officers and Employees, as amended. | 10-K | 12/31/2006 | 10(m) | ||||||
10(m) | Short-Term Incentive Plan of the registrant effective January 1, 2000, as amended. | 10-K | 12/31/2011 | |||||||
10(n) | Resolution and Forms of Agreement for Supplemental Executive Retirement Income Plan, for officers and key employees of the registrant. | 10-K | 12/31/1995 | 10(o) | ||||||
10(o) | Amending Resolution and revised forms of agreement regarding Supplemental Retirement Income Plan of the registrant. | 10-Q | 6/30/1996 | 10(x) | ||||||
10(p) | Amended and restated Supplemental Executive Retirement Income Plan of the registrant and text of amendment to existing supplemental income plan agreements. | 10-Q | 9/30/2000 | 10(mm) | ||||||
10(q) | Amendment, dated February 23, 2009, to the amended and restated Supplemental Executive Retirement Income Plan. | 10-K | 12/31/2008 | 10(r) | ||||||
10(r) | Amendment, dated December 29, 2010, to the amended and restated Supplemental Executive Retirement Income Plan. | 10-K | 12/31/2010 | |||||||
10(s) | Form of Letter of amendment to existing supplemental income plan agreements of the registrant. | 10-K | 12/31/2002 | 10(cc) | ||||||
10(t) | Amended and restated agreement dated February 20, 2007, between the registrant and William J. Doyle concerning the Supplemental Executive Retirement Income Plan. | 10-K | 12/31/2006 | 10(s) | ||||||
10(u) | Amendment, dated December 24, 2008, to the amended and restated agreement, dated February 20, 2007, between the registrant and William J. Doyle concerning the Supplemental Executive Retirement Income Plan. | 10-K | 12/31/2008 | 10(u) | ||||||
10(v) | Amendment, dated February 23, 2009, to the amended and restated agreement, dated February 20, 2007, between the registrant and William J. Doyle concerning the Supplemental Executive Retirement Income Plan. | 10-K | 12/31/2008 | 10(v) | ||||||
10(w) | Amendment, dated February 23, 2009, to the amended and restated agreement, dated August 2, 1996, between the registrant and Wayne R. Brownlee concerning the Supplemental Executive Retirement Income Plan. | 10-K | 12/31/2008 | 10(w) | ||||||
10(x) | Amendment, dated February 23, 2009, to the amended and restated agreement, dated August 2, 1996, between the registrant and Garth W. Moore concerning the Supplemental Executive Retirement Income Plan. | 10-K | 12/31/2008 | 10(x) | ||||||
10(y) | Amendment, dated December 29, 2010, to the amended and restated agreement, dated February 20, 2007, between the registrant and William J. Doyle concerning the Supplemental Executive Retirement Income Plan. | 10-K | 12/31/2010 | 10(y) | ||||||
10(z) | Amendment, dated December 29, 2010, to the amended and restated agreement, dated August 2, 1996, between the registrant and Wayne R. Brownlee concerning the Supplemental Executive Retirement Income Plan. | 10-K | 12/31/2010 | 10(z) | ||||||
10(aa) | Amendment, dated December 29, 2010, to the amended and restated agreement, dated August 2, 1996, between the registrant and Garth W. Moore concerning the Supplemental Executive Retirement Income Plan. | 10-K | 12/31/2010 | 10(aa) | ||||||
10(bb) | Supplemental Retirement Agreement dated December 24, 2008, between the registrant and Stephen F. Dowdle. |
10-K |
12/31/2011 | |||||||
10(cc) | Supplemental Retirement Benefits Plan for U.S. Executives dated effective January 1, 1999. |
10-Q | 6/30/2002 | 10(aa) |
IV-4
Table of Contents
Incorporated By Reference | ||||||||||
Exhibit Number |
Description of Document | Form | Filing Date/Period End Date |
Exhibit Number (if different) | ||||||
10(dd) | Amendment No. 1, dated December 24, 2008, to the Supplemental Retirement Plan for U.S. Executives. | 10-K | 12/31/2008 | 10(z) | ||||||
10(ee) | Amendment No. 2, dated February 23, 2009, to the Supplemental Retirement Plan for U.S. Executives. | 10-K | 12/31/2008 | 10(aa) | ||||||
10(ff) | Forms of Agreement dated December 30, 1994, between the registrant and certain officers of the registrant. | 10-K | 12/31/1995 | 10(p) | ||||||
10(gg) | Amendment, dated December 31, 2010, to the Agreement, dated December 30, 1994 between the registrant and William J. Doyle. | 10-K | 12/31/2010 | 10(ee) | ||||||
10(hh) | Form of Agreement of Indemnification dated August 8, 1995, between the registrant and certain officers and directors of the registrant. | 10-K | 12/31/1995 | 10(q) | ||||||
10(ii) | Resolution and Form of Agreement of Indemnification dated January 24, 2001. | 10-K | 12/31/2000 | |||||||
10(jj) | Resolution and Form of Agreement of Indemnification July 21, 2004. | 10-Q | 6/30/2004 | 10(ii) | ||||||
10(kk) | Chief Executive Officer Medical and Dental Benefits. | 10-K | 12/31/2010 | 10(jj) | ||||||
10(ll) | Deferred Share Unit Plan for Non-Employee Directors, as amended. | 10-Q | 3/31/2008 | 10(bb) | ||||||
10(mm) | U.S. Participant Addendum No. 1 to the Deferred Share Unit Plan for Non-Employee Directors. | 10-K | 12/31/2008 | 10(jj) | ||||||
10(nn) | Potash Corporation of Saskatchewan Inc. 2005 Performance Option Plan and Form of Option Agreement, as amended. | 10-K | 12/31/2006 | 10(cc) | ||||||
10(oo) | Potash Corporation of Saskatchewan Inc. 2006 Performance Option Plan and Form of Option Agreement, as amended. | 10-K | 12/31/2006 | 10(dd) | ||||||
10(pp) | Potash Corporation of Saskatchewan Inc. 2007 Performance Option Plan and Form of Option Agreement. | 10-Q | 3/31/2007 | 10(ee) | ||||||
10(qq) | Potash Corporation of Saskatchewan Inc. 2008 Performance Option Plan and Form of Option Agreement. | 10-Q | 3/31/2008 | 10(ff) | ||||||
10(rr) | Potash Corporation of Saskatchewan Inc. 2009 Performance Option Plan and Form of Option Agreement. | 10-Q | 3/31/2009 | 10(mm) | ||||||
10(ss) | Potash Corporation of Saskatchewan Inc. 2010 Performance Option Plan and Form of Option Agreement. | 8-K | 5/7/2010 | 10.1 | ||||||
10(tt) | Potash corporation of Saskatchewan Inc. 2011 Performance Option Plan and Form of Option Agreement. | 8-K | 5/13/2011 | 10(a) | ||||||
10(uu) | Medium-Term Incentive Plan of the registrant effective January 1, 2012. | 10-K | 12/31/2011 | |||||||
11 | Statement re Computation of Per Share Earnings. | 10-K | 12/31/2011 | |||||||
12 | Computation of Ratio of Earnings to Fixed Charges. | 10-K | 12/31/2011 | |||||||
13 | 2011 Annual Report. The 2011 Annual Report, except for those portions that are expressly incorporated by reference, is furnished for the information of the Commission and is not to be deemed filed as part of or otherwise form part of this filing. | 10-K | 12/31/2011 | |||||||
21 | Subsidiaries of the registrant. | 10-K | 12/31/2011 | |||||||
23 | Consent of Deloitte & Touche LLP. | |||||||||
31(a) | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||||
31(b) | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||||
32 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||||
95 | Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. | 10-K | 12/31/2011 | |||||||
99(a) | 2012 Notice of Meeting, Proxy Circular and Form of Proxy. The 2012 Notice of Meeting, Proxy Circular and Form of Proxy, except for those portions thereof that are expressly incorporated by reference, are furnished for the information of the Commission and are not to be deemed filed as part of or otherwise form part of this filing. | 10-K | 12/31/2011 | |||||||
99(b) | 2011 Summary Annual Report. The 2011 Summary Annual Report is furnished for the information of the Commission and is not to be deemed filed as part of or otherwise form part of this filing. | 10-K | 12/31/2011 |
IV-5
Table of Contents
Signatures
Pursuant to the requirements of Section 13 or 15(d) 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. | ||
By: | /s/ WILLIAM J. DOYLE | |
William J. Doyle President and Chief Executive Officer July 5, 2012 |
Table of Contents
EXHIBIT INDEX
Incorporated By Reference | ||||||||||
Exhibit Number |
Description of Document | Form | Filing Date/Period End Date |
Exhibit Number (if different) | ||||||
3(a) | Articles of Continuance of the registrant dated May 15, 2002. | 10-Q | 6/30/2002 | |||||||
3(b) | Bylaws of the registrant effective May 15, 2002. | 10-Q | 6/30/2002 | |||||||
4(a) | Term Credit Agreement between The Bank of Nova Scotia and other financial institutions and the registrant dated September 25, 2001. | 10-Q | 9/30/2001 | |||||||
4(b) | Syndicated Term Credit Facility Amending Agreement between The Bank of Nova Scotia and other financial institutions and the registrant dated as of September 23, 2003. | 10-Q | 9/30/2003 | |||||||
4(c) | Syndicated Term Credit Facility Second Amending Agreement between The Bank of Nova Scotia and other financial institutions and the registrant dated as of September 21, 2004. | 8-K | 9/24/2004 | |||||||
4(d) | Syndicated Term Credit Facility Third Amending Agreement between The Bank of Nova Scotia and other financial institutions and the registrant dated as of September 20, 2005. | 8-K | 9/22/2005 | 4(a) | ||||||
4(e) | Syndicated Term Credit Facility Fourth Amending Agreement between The Bank of Nova Scotia and other financial institutions and the registrant dated as of September 27, 2006. | 10-Q | 9/30/2006 | |||||||
4(f) | Syndicated Term Credit Facility Fifth Amending Agreement between the Bank of Nova Scotia and other financial institutions and the registrant dated as of October 19, 2007. | 8-K | 10/22/2007 | 4(a) | ||||||
4(g) | Indenture dated as of February 27, 2003, between the registrant and The Bank of Nova Scotia Trust Company of New York. | 10-K | 12/31/2002 | 4(c) | ||||||
4(h) | Form of Note relating to the registrants offering of $250,000,000 principal amount of 4.875% Notes due March 1, 2013. | 8-K | 2/28/2003 | 4 | ||||||
4(i) | Form of Note relating to the registrants offering of $500,000,000 principal amount of 5.875% Notes due December 1, 2036. | 8-K | 11/30/2006 | 4(a) | ||||||
4(j) | Form of Note relating to the registrants offering of $500,000,000 principal amount of 5.25% Notes due May 15, 2014. | 8-K | 5/1/2009 | 4(a) |
Table of Contents
Incorporated By Reference | ||||||||||
Exhibit Number |
Description of Document | Form | Filing Date/Period End Date |
Exhibit Number (if different) | ||||||
4(k) | Form of Note relating to the registrants offering of $500,000,000 principal amount of 6.50% Notes due May 15, 2019. | 8-K | 5/1/2009 | 4(b) | ||||||
4(l) | Form of Note relating to the registrants offering of $500,000,000 principal amount of 3.75% Notes due September 30, 2015. | 8-K | 9/25/2009 | 4(a) | ||||||
4(m) | Form of Note relating to the registrants offering of $500,000,000 principal amount of 4.875% Notes due March 30, 2020. | 8-K | 9/25/2009 | 4(b) | ||||||
4(n) | Revolving Term Credit Facility Agreement between the Bank of Nova Scotia and other financial institutions and the registrant dated December 11, 2009. | 8-K | 12/15/2009 | 4(a) | ||||||
4(o) | Revolving Term Credit Facility First amending Agreement between the Bank of Nova Scotia and other financial institutions and the registrant dated September 23, 2011. | 8-K | 9/26/2011 | 4(a) | ||||||
4(p) | Form of Note relating to the registrants offering of $500,000,000 principal amount of 3.25% Notes due December 1, 2017. | 8-K | 11/29/2010 | 4(a) | ||||||
4(q) | Form of Note relating to the registrants offering of $500,000,000 principal amount of 5.625% Notes due December 1, 2040. | 8-K | 11/29/2010 | 4(b) |
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.
Incorporated By Reference | ||||||||||
Exhibit Number |
Description of Document | Form | Filing Date/Period End Date |
Exhibit Number (if different) | ||||||
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. | F-1 (File No. 33-31303) |
9/28/1989 | 10(f) | ||||||
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. | F-1 (File No. 33-31303) |
9/28/1989 | 10(g) | ||||||
10(c) | Producer Agreement dated April 21, 1978, between Canpotex Limited and PCS Sales. | F-1 (File No. 33-31303) |
9/28/1989 | 10(h) | ||||||
10(d) | Canpotex/PCS Amending Agreement, dated as of October 1, 1992. | 10-K | 12/31/1995 | 10(f) | ||||||
10(e) | Canpotex PCA Collateral Withdrawing/PCS Amending Agreement, dated as of October 7, 1993. | 10-K | 12/31/1995 | 10(g) | ||||||
10(f) | Canpotex Producer Agreement amending agreement dated as of July 1, 2002. | 10-Q | 6/30/2004 | 10(g) | ||||||
10(g) | Esterhazy Restated Mining and Processing Agreement dated January 31, 1978, between International Minerals & Chemical Corporation (Canada) Limited and the registrants predecessor. | F-1 (File No. 33-31303) |
9/28/1989 | 10(e) | ||||||
10(h) | 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. | 10-K | 12/31/1990 | 10(p) | ||||||
10(i) | 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). | 10-K | 12/31/1998 | 10(l) |
Table of Contents
Incorporated By Reference | ||||||||||
Exhibit Number |
Description of Document | Form | Filing Date/Period End Date |
Exhibit Number (if different) | ||||||
10(j) | 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. | 10-K | 12/31/1998 | 10(m) | ||||||
10(k) | Potash Corporation of Saskatchewan Inc. Stock Option Plan Directors, as amended. | 10-K | 12/31/2006 | 10(l) | ||||||
10(l) | Potash Corporation of Saskatchewan Inc. Stock Option Plan Officers and Employees, as amended. | 10-K | 12/31/2006 | 10(m) | ||||||
10(m) | Short-Term Incentive Plan of the registrant effective January 1, 2000, as amended. | 10-K | 12/31/2011 | |||||||
10(n) | Resolution and Forms of Agreement for Supplemental Executive Retirement Income Plan, for officers and key employees of the registrant. | 10-K | 12/31/1995 | 10(o) | ||||||
10(o) | Amending Resolution and revised forms of agreement regarding Supplemental Retirement Income Plan of the registrant. | 10-Q | 6/30/1996 | 10(x) | ||||||
10(p) | Amended and restated Supplemental Executive Retirement Income Plan of the registrant and text of amendment to existing supplemental income plan agreements. | 10-Q | 9/30/2000 | 10(mm) | ||||||
10(q) | Amendment, dated February 23, 2009, to the amended and restated Supplemental Executive Retirement Income Plan. | 10-K | 12/31/2008 | 10(r) | ||||||
10(r) | Amendment, dated December 29, 2010, to the amended and restated Supplemental Executive Retirement Income Plan. | 10-K | 12/31/2010 | |||||||
10(s) | Form of Letter of amendment to existing supplemental income plan agreements of the registrant. | 10-K | 12/31/2002 | 10(cc) | ||||||
10(t) | Amended and restated agreement dated February 20, 2007, between the registrant and William J. Doyle concerning the Supplemental Executive Retirement Income Plan. | 10-K | 12/31/2006 | 10(s) | ||||||
10(u) | Amendment, dated December 24, 2008, to the amended and restated agreement, dated February 20, 2007, between the registrant and William J. Doyle concerning the Supplemental Executive Retirement Income Plan. | 10-K | 12/31/2008 | 10(u) | ||||||
10(v) | Amendment, dated February 23, 2009, to the amended and restated agreement, dated February 20, 2007, between the registrant and William J. Doyle concerning the Supplemental Executive Retirement Income Plan. | 10-K | 12/31/2008 | 10(v) | ||||||
10(w) | Amendment, dated February 23, 2009, to the amended and restated agreement, dated August 2, 1996, between the registrant and Wayne R. Brownlee concerning the Supplemental Executive Retirement Income Plan. | 10-K | 12/31/2008 | 10(w) | ||||||
10(x) | Amendment, dated February 23, 2009, to the amended and restated agreement, dated August 2, 1996, between the registrant and Garth W. Moore concerning the Supplemental Executive Retirement Income Plan. | 10-K | 12/31/2008 | 10(x) | ||||||
10(y) | Amendment, dated December 29, 2010, to the amended and restated agreement, dated February 20, 2007, between the registrant and William J. Doyle concerning the Supplemental Executive Retirement Income Plan. | 10-K | 12/31/2010 | 10(y) | ||||||
10(z) | Amendment, dated December 29, 2010, to the amended and restated agreement, dated August 2, 1996, between the registrant and Wayne R. Brownlee concerning the Supplemental Executive Retirement Income Plan. | 10-K | 12/31/2010 | 10(z) | ||||||
10(aa) | Amendment, dated December 29, 2010, to the amended and restated agreement, dated August 2, 1996, between the registrant and Garth W. Moore concerning the Supplemental Executive Retirement Income Plan. | 10-K | 12/31/2010 | 10(aa) | ||||||
10(bb) | Supplemental Retirement Agreement dated December 24, 2008, between the registrant and Stephen F. Dowdle. |
10-K |
12/31/2011 | |||||||
10(cc) | Supplemental Retirement Benefits Plan for U.S. Executives dated effective January 1, 1999. |
10-Q | 6/30/2002 | 10(aa) |
Table of Contents
Incorporated By Reference | ||||||||||
Exhibit Number |
Description of Document | Form | Filing Date/Period End Date |
Exhibit Number (if different) | ||||||
10(dd) | Amendment No. 1, dated December 24, 2008, to the Supplemental Retirement Plan for U.S. Executives. | 10-K | 12/31/2008 | 10(z) | ||||||
10(ee) | Amendment No. 2, dated February 23, 2009, to the Supplemental Retirement Plan for U.S. Executives. | 10-K | 12/31/2008 | 10(aa) | ||||||
10(ff) | Forms of Agreement dated December 30, 1994, between the registrant and certain officers of the registrant. | 10-K | 12/31/1995 | 10(p) | ||||||
10(gg) | Amendment, dated December 31, 2010, to the Agreement, dated December 30, 1994 between the registrant and William J. Doyle. | 10-K | 12/31/2010 | 10(ee) | ||||||
10(hh) | Form of Agreement of Indemnification dated August 8, 1995, between the registrant and certain officers and directors of the registrant. | 10-K | 12/31/1995 | 10(q) | ||||||
10(ii) | Resolution and Form of Agreement of Indemnification dated January 24, 2001. | 10-K | 12/31/2000 | |||||||
10(jj) | Resolution and Form of Agreement of Indemnification July 21, 2004. | 10-Q | 6/30/2004 | 10(ii) | ||||||
10(kk) | Chief Executive Officer Medical and Dental Benefits. | 10-K | 12/31/2010 | 10(jj) | ||||||
10(ll) | Deferred Share Unit Plan for Non-Employee Directors, as amended. | 10-Q | 3/31/2008 | 10(bb) | ||||||
10(mm) | U.S. Participant Addendum No. 1 to the Deferred Share Unit Plan for Non-Employee Directors. | 10-K | 12/31/2008 | 10(jj) | ||||||
10(nn) | Potash Corporation of Saskatchewan Inc. 2005 Performance Option Plan and Form of Option Agreement, as amended. | 10-K | 12/31/2006 | 10(cc) | ||||||
10(oo) | Potash Corporation of Saskatchewan Inc. 2006 Performance Option Plan and Form of Option Agreement, as amended. | 10-K | 12/31/2006 | 10(dd) | ||||||
10(pp) | Potash Corporation of Saskatchewan Inc. 2007 Performance Option Plan and Form of Option Agreement. | 10-Q | 3/31/2007 | 10(ee) | ||||||
10(qq) | Potash Corporation of Saskatchewan Inc. 2008 Performance Option Plan and Form of Option Agreement. | 10-Q | 3/31/2008 | 10(ff) | ||||||
10(rr) | Potash Corporation of Saskatchewan Inc. 2009 Performance Option Plan and Form of Option Agreement. | 10-Q | 3/31/2009 | 10(mm) | ||||||
10(ss) | Potash Corporation of Saskatchewan Inc. 2010 Performance Option Plan and Form of Option Agreement. | 8-K | 5/7/2010 | 10.1 | ||||||
10(tt) | Potash corporation of Saskatchewan Inc. 2011 Performance Option Plan and Form of Option Agreement. | 8-K | 5/13/2011 | 10(a) | ||||||
10(uu) | Medium-Term Incentive Plan of the registrant effective January 1, 2012. | 10-K | 12/31/2011 | |||||||
11 | Statement re Computation of Per Share Earnings. | 10-K | 12/31/2011 | |||||||
12 | Computation of Ratio of Earnings to Fixed Charges. | 10-K | 12/31/2011 | |||||||
13 | 2011 Annual Report. The 2011 Annual Report, except for those portions that are expressly incorporated by reference, is furnished for the information of the Commission and is not to be deemed filed as part of or otherwise form part of this filing. | 10-K | 12/31/2011 | |||||||
21 | Subsidiaries of the registrant. | 10-K | 12/31/2011 | |||||||
23 | Consent of Deloitte & Touche LLP. | |||||||||
31(a) | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||||
31(b) | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||||
32 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||||
95 | Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. | 10-K | 12/31/2011 | |||||||
99(a) | 2012 Notice of Meeting, Proxy Circular and Form of Proxy. The 2012 Notice of Meeting, Proxy Circular and Form of Proxy, except for those portions thereof that are expressly incorporated by reference, are furnished for the information of the Commission and are not to be deemed filed as part of or otherwise form part of this filing. | 10-K | 12/31/2011 | |||||||
99(b) | 2011 Summary Annual Report. The 2011 Summary Annual Report is furnished for the information of the Commission and is not to be deemed filed as part of or otherwise form part of this filing. | 10-K | 12/31/2011 |