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U.S. SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





Form 10-K


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31,
2002

Commission file number 1-10351





Potash Corporation of Saskatchewan
Inc.

(Exact name of the registrant as specified in
its charter)


|                                                                         |  |                                            
|------------------------------------------------------------------------ |  | -------------------------------------------
|Canada(State or other jurisdiction of
    incorporation or organization) |  | N/A(I.R.S. employer
    identification no.)

122  1st Avenue South

Saskatoon, Saskatchewan, Canada
S7K 7G3


306-933-8500


(Address and telephone number of the
registrants 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 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
o

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 registrants
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 an accelerated filer (as
defined in Exchange Act Rule 12b-2).  Yes
x  No
o

At
June 28, 2002, the aggregate market value of the
51,972,957 Common Shares held by non-affiliates of the
registrant was approximately $3,466,596,296.

At
March 15, 2003, the registrant had 52,094,982 Common
Shares outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions
of the registrants Annual Report to Shareholders for the
fiscal year ended December 31, 2002 (the 2002 Annual
Report), filed as Exhibit 13, are incorporated by
reference into Part II.

Portions
of the registrants Proxy Circular for its Annual Meeting
of Shareholders to be held on May 8, 2003 (the 2003
Proxy Circular), attached as Exhibit 99, are
incorporated by reference into Part III.



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TABLE OF CONTENTS



|               |  |  |  |  |  |  |  | 
|-------------- |  |  |  |  |  |  |  | 
|PART I        
|PART II       
|PART III      
|PART IV       
|SIGNATURES    
|CERTIFICATIONS
|EXHIBIT INDEX 
|Exhibit 4(c)  
|Exhibit 10(i) 
|Exhibit 10(y) 
|Exhibit 10(cc)
|Exhibit 11    
|Exhibit 13    
|Exhibit 21    
|Exhibit 23    
|Exhibit 99(a) 
|Exhibit 99(b) 



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PART I

ITEMS 1 and
2.     Business and
Properties.

General

Potash Corporation of Saskatchewan Inc.
(PCS) and its direct and indirect subsidiaries
(together with PCSs predecessors, the Company)
is one of the worlds largest integrated fertilizer and
related industrial and feed products companies. The Company is
the largest potash producer worldwide by capacity. In 2002, the
Companys potash operations represented an estimated 15% of
global production, 23% of global potash capacity and 65% of
global potash excess capacity. The Company is the fourth largest
producer of phosphates worldwide by capacity. In 2002, its
phosphate operations represented an estimated 5% of world
phosphoric acid production and 6% of world phosphoric acid
capacity. The Company is the second largest producer of nitrogen
products in the Western Hemisphere. In 2002, its nitrogen
operations represented an estimated 3% of world ammonia
production.

The Companys potash operations pull potash
from six mines in Saskatchewan, five of which it owns and
operates, and one mine in New Brunswick, which it owns and
operates. The Company also has a potassium nitrate production
facility in Chile.

The Companys phosphate operations include
the manufacture and sale of solid and liquid phosphate
fertilizers, animal feed supplements and purified phosphoric
acid, which is used in food products and industrial processes.
The Company believes that its North Carolina plant is the
worlds largest vertically integrated phosphate mine and
processing plant. The Company also has a phosphate mine and two
chemical plant complexes in northern Florida, four stand alone
phosphate feed plants in the United States and one feed plant in
Brazil. In addition, the Company produces a variety of phosphate
products at its Geismar, Louisiana facility.

The Companys nitrogen operations involve
the production of nitrogen fertilizers and nitrogen chemicals,
including ammonia, urea, nitrogen solutions, ammonium nitrate
and nitric acid. The Company operates nitrogen facilities in
Georgia, Louisiana, Ohio, Tennessee and Trinidad.

Through Florida Favorite Fertilizer in Florida
and Farmers Favorite Fertilizer in Georgia and Alabama,
the Company manufactures, processes and distributes fertilizer
and other agricultural supplies from plants located in Florida,
Alabama and Georgia.

PCS is organized under the laws of Canada. The
principal executive offices are located at 122 
1st Avenue South, Suite 500, Saskatoon, Saskatchewan,
Canada S7K 7G3, telephone: (306) 933-8500.

History

PCS is a corporation continued under the Canada
Business Corporations Act and is the successor to a corporation
without share capital established by the Province of
Saskatchewan in 1975. Between 1976 and 1990, the Company
acquired substantial interests in the Saskatchewan potash
industry. It purchased the Cory mine in 1976, the Rocanville and
Lanigan mines in 1977, and, by 1990, 100% of the Allan mine when
the Company acquired all of the outstanding shares of Saskterra
Fertilizers Ltd. In addition, in 1978 the Company acquired
reserves at Esterhazy, which are mined by a third party.

In 1989, the Company was privatized by the
Province of Saskatchewan. While the Province initially retained
an ownership interest in the Company, this interest had been
reduced to zero by the end of 1993. In 1993, the Company
acquired from Rio Algom Limited (Rio) its
New Brunswick potash mine and port facilities and its
Patience Lake mine in Saskatchewan (the
Rio Acquisition).

In 1995, the Company purchased all of the
outstanding shares of Texasgulf Inc., a phosphate fertilizer and
feed producer, from Elf Aquitaine, Inc.
(Elf (USA)) and Williams Acquisition Holding
Company, Inc. (Williams). At the time of the
acquisition, the name Texasgulf Inc. was changed to PCS
Phosphate Company, Inc. (PCS Phosphate).

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In 1995, the Company purchased all of the
outstanding shares of White Springs Agricultural Chemicals, Inc.
(White Springs), a phosphate fertilizer and feed
producer, from Occidental Chemical Corporation
(OxyChem).

In 1997, the Company through its subsidiary PCS
Nitrogen, Inc. (PCS Nitrogen) acquired all of the
outstanding shares of Arcadian Corporation, a producer of
nitrogen fertilizer, industrial and feed products.

In 1998, the Company acquired the potash mill
facility located at Clover Hill, New Brunswick. The facility is
operated as PCS Cassidy Lake.

In 1998, the Company purchased, pursuant to a
public offering by the State of Israel, 108,359,925 Ordinary
Shares of Israel Chemicals Ltd. (ICL) for
approximately $92 million. This purchase represents
approximately 9% of the issued and outstanding Ordinary Shares
of ICL. Through its subsidiaries, ICL is a potash, phosphate and
bromine producer and is also involved in other specialty
chemical products.

In 1999, the Company purchased all of the
outstanding shares of Minera Yolanda SCM, a Chilean sodium
nitrate and potassium nitrate producer for approximately
$37 million. At the time of the acquisition, the name was
changed to PCS Yumbes SCM (PCS Yumbes).

In March 2000, the Company completed the purchase
of an animal feed plant in Brazil from Mitsui Company. The plant
is capable of producing 110,000 tonnes per annum of
animal-feed phosphate.

In March 2000, the Company completed a
transaction with Rhodia Inc. (Rhodia) to acquire the
remaining 50% ownership interest in a phosphoric acid joint
venture company formerly called Albright & Wilson
Company for approximately $42 million. Upon closing of the
transaction, the partnership was renamed PCS Purified
Phosphates. The Company and Albright & Wilson Americas
Inc. had been operating the business as a 50/50 partnership.
Upon completion of the transaction, the Company became the 100%
owner of the purified acid plant and blending plant in Aurora,
North Carolina and the technical and food grade phosphate plant
in Cincinnati, Ohio. Rhodia retained a polyphosphoric acid
production unit in Charleston, South Carolina.

In October 2001, the Company purchased, pursuant
to a public auction, approximately 48 million Class A
shares of Sociedad Química y Minera de Chile S.A.
(SQM), a Chilean company, for an aggregate purchase
price of approximately 91.5 billion Chilean pesos
(approximately US $129 million). The purchase
represented approximately 34% of the issued and outstanding
Class A shares of SQM and approximately 18% of the total
issued and outstanding equity (Class A and Class B) of
SQM. In April and May of 2002, the Company purchased an
additional 5.3 million shares of SQM for approximately
$22 million, bringing ownership to approximately 37.5% of
the outstanding Class A shares and approximately 20% of the
total issued and outstanding Class A and Class B
shares. SQM is in the specialty fertilizer, iodine and lithium
businesses.

In March 2002, the Company purchased a
163,000 tonne animal feed plant in Joplin, Missouri from
Farmland Industries, Inc. together with a related animal feed
distribution business from Land OLakes Farmland
Feeds, LLC.

Presentation of Financial
Information

The Company has three principal business
segments: potash, phosphate and nitrogen. For information with
respect to the net sales, operating income and assets
attributable to each segment and to the Companys domestic
and international sales, see Note 16 to the Companys
audited consolidated financial statements as at
December 31, 2002 and 2001 and for each of the three years
ended December 31, 2002 (together with the Notes thereto,
the Consolidated Financial Statements), incorporated
by reference under Item 8.

The Company presents its financial statements in
accordance with accounting principles generally accepted in
Canada (Canadian GAAP). See Note 29 to the
Consolidated Financial Statements for a discussion of certain
significant differences between Canadian GAAP and accounting
principles generally accepted in the United States as they
relate to the Company.

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Unless otherwise specified, financial information
is presented in U.S. dollars.

Forward-Looking Statements

This document, including the documents
incorporated by reference, contain forward-looking
statements within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995 that relate to future
events or the Companys future financial performance.
Statements containing words such as could,
expect, may, anticipate,
believe, intend, estimate,
plan and similar expressions constitute
forward-looking statements. The Company disclaims any intention
or obligation to update or revise any forward-looking
statements, whether as a result of new information, future
events or otherwise, except as required by applicable
securities laws.

Forward-looking statements are subject to
important risks, uncertainties and assumptions that are
difficult to predict. The results or events predicted in
forward-looking statements may differ materially from actual
results or events. Some of the factors that could cause actual
results or events to differ from current expectations include
the following:



| |   |                                                                                                                                                                                                                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | fluctuations in supply and demand for fertilizer,
    including fluctuations as a result of economic or political
    conditions in the Companys markets, which can cause
    volatility in the prices of the Companys fertilizer
    products;                         
|
| |  | changes in competitive pressures, including
    pricing pressure;                                                                                                                                                                                                         
|
| |  | unexpected or adverse weather conditions, which
    can impact demand for fertilizer and timing of fertilizer sales
    during the year;                                                                                                                                  
|
| |  | volatility in the price of natural gas, which is
    the primary raw material used for the Companys nitrogen
    products, and risks associated with the Companys continued
    ability to manage natural gas costs in the United States through
    hedging activities;
|
| |  | fluctuations in the prices and availability of
    other raw materials, including sulfur, which is a primary input
    in the Companys phosphate operations;                                                                                                             
|
| |  | unexpected mining conditions, which could change
    the Companys costs of production for potash and phosphates
    or cause changes in reserve estimates;                                                                                                               
|
| |  | changes in capital markets and in currency and
    exchange rates;                                                                                                                                                                                                        
|
| |  | the outcome of legal proceedings;                                                                                                                                                                                                                                         
|
| |  | changes in government regulations, including
    environmental regulations, which could increase the
    Companys costs of compliance and otherwise affect the
    business; and                                                                                         
|
| |  | acquisitions the Company may undertake in
    the future.                                                                                                                                                                                                                 

The Company sells to a diverse group of customers
both by geography and by end product. Market conditions will
vary on a year-over-year basis, and sales can be expected to
shift from one period to another.

As a result of these and other factors, there is
no assurance that any of the events, circumstances or results
anticipated by forward-looking statements included or
incorporated by reference into this document will occur or, if
they do, of what impact they will have on the Companys
business or on its results of operations and financial condition.

Where You Can Find More
Information

The Company files annual, quarterly and current
reports and other information with the Securities and Exchange
Commission. You may read and copy any of the information on file
with the Commission at the Commissions Public Reference
Room, 450 Fifth Street, N.W., Room 1024, Washington,
DC 20549. Please call the Commission at 1-800-SEC-0330 for
further information on the public reference room. In addition,
the Commission maintains an Internet site at http://www.sec.gov
that contains reports, proxy and information

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statements and other information regarding
issuers that file, as the Company does, electronically with
the Commission.


The Company makes available, free of charge
through its website, http://www.potashcorp.com, its annual
report on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, and amendments to those
reports filed or furnished pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as soon as
is reasonably practicable after such material is electronically
filed with or furnished to the Commission. The information on
the Companys website is not incorporated by reference into
this report on Form 10-K.

Potash Operations

The Companys potash operations include the
mining and production of potash, which is predominantly used
as fertilizer.

Properties

The Company controls the right to mine
614,530 acres of land in Saskatchewan. Included in these
holdings are mineral rights to 507,775 acres contained in
blocks around the six mines in which the Company has an
interest, of which acres approximately 36% are owned by the
Company, approximately 50% are under lease from the Province of
Saskatchewan and approximately 14% are leased from other
parties. The majority of the leases are for 21-year terms,
renewable at the Companys option. The Companys
remaining 106,755 acres are located elsewhere
in Saskatchewan.

Potash is mined by the Company from two main
potash bearing formations in Saskatchewan: the Patience Lake
member of the prairie evaporites in the north and the Esterhazy
member of the prairie evaporites in the south. The Patience Lake
member is mined at the Lanigan, Allan, Patience Lake and Cory
mines, and the Esterhazy member is mined at the Rocanville and
Esterhazy mines.

Under a long-term mining and processing agreement
(the Mining and Processing Agreement) effective
through December 31, 2026, IMC Esterhazy Canada
Limited Partnership (IMC) mines and processes PCS
reserves at the Esterhazy mine. PCS has the option to terminate
this agreement every five years. The next opportunity to
terminate is December 31, 2006, for which notice must be
given no later than June 30, 2006. IMC has the option to
abandon the mine at any time after December 31, 2011, thus
terminating the Mining and Processing Agreement. In each year
the maximum finished product the Company is permitted to take
under the Mining and Processing Agreement is 952,500 tonnes
and the minimum required amount is 453,600 tonnes. For the
year ending December 31, 2003, the Company has notified IMC
that it requires 952,500  tonnes of finished product. Water
inflow at the Esterhazy mine has continued, to a greater or
lesser degree, since December 1985. Substantial pumping capacity
has been installed and remedial efforts have been undertaken.
The Company shares, on an annual basis, in such water inflow
remediation costs.

Potash is also produced by the Company at its
mine near Sussex, New Brunswick from the flank of an
elongated salt structure. Granular product is also produced by
the Company at its Cassidy Lake, New Brunswick facility
(Cassidy Lake Facility) using standard grade product
from certain of the Companys other mine sites. The Company
also holds an interest in certain oil and gas rights within the
vicinity of the New Brunswick mine. Natural gas has been
discovered and the Company, in conjunction with Corridor
Resources Inc., is continuing investigations with a view to
determining the extent, nature and commercial viability of the
gas discovery. The Company expects to be able to use gas
produced from the discovery in its processing facility at the
New Brunswick mine by mid-2003. During the investigation
for natural gas in the vicinity of the Sussex division, potash
was detected to the south and east of the existing mine
operations. Exploration permits have been obtained and
preliminary seismic and drilling took place in 2002. The Company
is exploring the potash ore reserve for possible future
development.

PCS Yumbes, acquired in 1999, holds mining
concessions on certain sodium nitrate reserves in the Atacama
desert in northern Chile. The production facility has been
designed to produce 0.285 million tonnes of potassium
nitrate, 0.060 million tonnes of sodium nitrate and
360 tonnes of iodine per year at full

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production. Sodium nitrate is combined with
potassium chloride to produce potassium nitrate, primarily used
for intensely cultivated and chloride-sensitive crops.


Production

The Company produces potash using both
conventional and solution mining methods. In conventional
operations, shafts are sunk to the ore body and mining machines
cut out the ore, which is lifted to the surface for processing.
In solution mining, the potash is dissolved in a warm brine and
pumped to the surface for processing. Approximately
20 grades of potash are produced to suit preferences of the
various markets.

In 2002, the Companys conventional potash
operations mined 19.7 million tonnes of ore at an average
grade of 22.7% potassium oxide (K2O). In 2002, the
Companys potash production consisted of 6.45 million
tonnes of potash (KCl) with an average grade of 61.05%
K2O, representing 42% of North American production.

The Companys present annual potash
production capacity is approximately 12.1 million tonnes
KCl, which includes maximum annual production under the Mining
and Processing Agreement with IMC of 952,500 tonnes at
Esterhazy. In 2002, the Companys production capacity
represented an estimated 55% of the North American total while
its excess capacity was an estimated 83.3% of North American
excess production capacity. The Company allocates production
among its mines on the basis of various factors, including the
grades of product which can be produced and cost efficiency. The
Patience Lake mine, which was originally a conventional
underground mine, now employs a solution mining method, while
the other Saskatchewan mines which the Company owns or in which
it has an interest employ conventional underground
mining methods.

The New Brunswick mine is a conventional cut
and fill mine. In addition to potash production, this mine also
produced .54 million tonnes of sodium chloride (salt) in
2002. The Company continues to incur costs at the
New Brunswick division in relation to management of a
brine inflow.

As part of the Rio Acquisition, the Company
granted a royalty interest to Rio based upon production and
revenue from the New Brunswick and Patience Lake potash mines
and mills (the Royalty). The terms of the Royalty
provide that if production meets specified base production
levels or the sales of potash are at prices which meet specified
base sales prices, a royalty per tonne is to be paid, calculated
on a formula basis. Payments under the Royalty are limited to a
term expiring December 31, 2003 and to a maximum aggregate
payment of Cdn$50 million. No payments have been made in
respect of the Royalty to date.

Reserves

The Company estimates that its conventional mines
in Saskatchewan contained 4.63 billion tonnes of
recoverable ore at an average grade of 23.06% K2O as
at December 31, 2002, and that such ore will yield
1.4 billion tonnes of finished product (KCl) at an average
grade of 60% K2O.

The Companys ore reserve estimates for its
conventional mining operations in Saskatchewan are based on
exploration drill hole data, seismic data and actual mining
results during the past 25 years. The Companys
estimated recoverable ore and the estimated volumes of finished
product from such ore as of December 31, 2002 are
as follows:

|           |       |                      |         |           |  |  |       |         | 
|---------- | ----- | -------------------- | ------- | --------- |  |  | ----- | ------- | 
|           |       | Estimated            |         | Estimated
|           |       | Recoverable          |         | Finished 
|Mine       |       | Ore                  |         | Product  
|           |       |                      |         |          
|           |       |                     
|           |       | (millions of tonnes)
|Allan      |       |                      | 1,213.8 |           |  |  | 389.1 |        
|Cory       |       |                      | 1,033.0 |           |  |  | 262.4 |        
|Esterhazy  |       |                      | 47.9    |           |  |  | 15.9  |        
|Lanigan    |       |                      | 1,756.5 |           |  |  | 547.5 |        
|Rocanville |       |                      | 579.9   |           |  |  | 193.0 |        
|           |       |                      |         |           |  |  |       |        
|           | Total |                      |         | 4,631.1   |  |  |       | 1,407.9 | 
|           |       |                      |         |           |  |  |       |        

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The Company believes that, with production rates
at full capacity and utilizing current technology, each of the
Allan, Cory and Lanigan mines has a reserve life in excess of
100 years, the Rocanville mine has a reserve life in excess
of 84 years, and that the Esterhazy mine has a reserve life
of at least 17 years.

Given the characteristics of the solution mining
method employed at the Patience Lake mine, it is not possible to
estimate definitively the productive capacity of or the
recoverable ore from this operation. However, based on
information obtained upon the acquisition of the mine, current
technology and the present mining area for this operation, the
Company believes that the mine has a reserve life of at least
40 years for the existing mine workings. Different
techniques will have to be utilized to mine reserves outside of
the existing mine workings.

Based on geophysics, exploration drill hole data,
definition drilling underground and actual mining results, the
Company estimates proven reserves of 36.3 million tonnes of
recoverable ore and 11.9 million tonnes of estimated
finished product (KCl) at its New Brunswick mine. The
Company believes that, based upon its proven reserves, the
New Brunswick mine has a reserve life of approximately
15 years with production at full capacity. The Company
estimates that probable reserves at the New Brunswick mine
consist of 158.3 million tonnes of recoverable ore and
51.7 million tonnes of estimated finished product (KCl).
The Company believes that, based upon its proven and probable
reserves, the New Brunswick mine has a reserve life in
excess of 80 years at full production capacity and
utilizing current technology.

Phosphate Operations

The Company mines phosphate ore and manufactures
solid and liquid fertilizers, animal feed supplements and
purified phosphoric acid which is used in food products and
industrial processes.

Properties

The Company conducts its phosphate operations
primarily at two facilities, one a 35,000-acre facility near
Aurora, North Carolina and the other a 96,000-acre facility near
White Springs in northern Florida. The Company believes the
Aurora facility to be the largest integrated phosphate mine and
phosphate processing complex at one site in the world. The
Aurora facility, having an annual
P2O5 capacity of 1.2 million
tonnes, includes a six million tonne per-year mining operation,
four sulfuric acid plants, four phosphoric acid plants, a
purified acid plant, a liquid fertilizer (11-37-0) plant, a
superphosphoric acid plant, two diammonium phosphate
(DAP) plants and a solid fertilizer plant capable of
producing DAP, granular triple superphosphate (GTSP)
or monoammonium phosphate (MAP). Expansion of the
Companys purified phosphoric acid production plant at
Aurora was completed in the first quarter of 2003. The expansion
increased capacity by 83,000 tonnes to 251,000 tonnes
P2O5. The Companys new
159,000 tonne DFP animal feed plant commenced commercial
production during the fourth quarter of 2002.

The White Springs facility is the third largest
P2O5 producer, by capacity, in the United
States, with an annual capacity of 1.1 million tonnes. The
White Springs facility includes a mine and two production
facilities, Suwannee River and Swift Creek, with two
sulfuric acid plants, three phosphoric acid plants, two DAP
plants, a superphosphoric acid plant, a dicalcium phosphate
plant and a defluorinated phosphate rock plant located at the
Suwannee River complex and two sulfuric acid plants and a
phosphoric acid plant and superphosphoric plant located at the
Swift Creek complex. At its Geismar, Louisiana facility,
the Company manufactures a variety of phosphate products that
are used for agricultural and industrial purposes. The Geismar
facility has a sulfuric acid plant, a phosphoric acid plant, a
superphosphoric acid plant, and a liquid fertilizer (11-37-0)
plant. A significant portion of the phosphoric acid produced at
the Geismar facility is sold as feedstock to Rhodia for use in
its neighboring purified acid plant. The Companys other
phosphate properties include animal feed plants in Kinston,
North Carolina; Marseilles, Illinois; Weeping Water, Nebraska;
Joplin, Missouri and Sao Vincente, Brazil; a technical and food
grade phosphate plant in Cincinnati, Ohio; and terminal
facilities at Morehead City, North Carolina and Savannah,
Georgia. The Kinston plant ceased production during the first
quarter of 2003.

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During fourth quarter of 2002, the Company
resumed DAP production at White Springs following an extended
shutdown which began in January 2001. The facility is expected
to produce approximately 645,000 tonnes of DAP in 2003.

Production

The Company extracts phosphate ore using surface
mining techniques. At each mine site, the ore is mixed with
recycled water to form a slurry, which is pumped from the mine
site to the Companys processing facilities. The ore is
then screened to remove coarse materials, washed to remove clay
and floated to remove sand to produce phosphate
rock. The annual production capacity of the
Companys mines is currently 9.6 million tonnes of
phosphate rock. During 2002, the Aurora facilitys total
production of phosphate rock was 3.4 million tonnes and the
White Springs facilitys total production of phosphate rock
was 1.5 million tonnes. The sequence for mining portions of
the Aurora property has been identified in the permit issued by
the U.S. Army Corps of Engineers in 1997. In recent years,
the Company has been mining in an area of non-optimal mining
conditions. The quality and condition of the ore has been
relatively inferior to ore previously mined at the Aurora
facility. This, combined with the general configuration of the
area, has not allowed for more efficient use of the
Companys mining equipment and technology. In 2001, the
Company moved about one-half of the mining operation into an
area believed to hold ore superior in thickness and quality,
located closer to the Companys chemical plants, and
configured so as to generally allow more efficient use of
Company mining equipment and technology. Movement of the entire
mining operations into this area was completed in late 2002.

Phosphate rock is the major input in the
Companys phosphorus processing operations. Substantially
all of the phosphate rock produced by the Company is used
internally for the production of phosphoric acid,
superphosphoric acid (SPA), chemical fertilizers,
purified phosphoric acid and animal feed products. The Geismar
facility is not located near a mine. Presently the Geismar
facility purchases phosphate rock from Morocco pursuant to a
long-term agreement with a Moroccan government-owned company,
wherein prices are reset at prescribed dates through negotiation.

In addition to phosphate ore, the principal raw
materials required by the Company are sulfur, sulfuric acid and
ammonia. The production of phosphoric acid requires substantial
quantities of sulfur, which the Company purchases from third
parties. In December 1997, the Company entered into a ten-year
supply contract with an offshore supplier to supply a portion of
the Companys sulfur requirements. In connection therewith,
the Company built a multipurpose ocean-going vessel to ship such
sulfur and to handle sulfuric acid, phosphoric acid and other
chemicals. The Company produces sulfuric acid at the Aurora
facility, White Springs facility and Geismar facility and
purchases additional sulfuric acid from unaffiliated sellers.
The Company also transports surplus production of sulfuric acid
at the White Springs facility to the Aurora facility
as needed.

The Companys phosphate operations purchase
all of its ammonia from or through PCS Nitrogen and PCS Sales
(USA), Inc., which are wholly owned subsidiaries of the Company.
Phosphoric acid is reacted with ammonia to produce DAP and MAP
as well as liquid fertilizers. In addition, ammonia operations
include the purchase, sale and terminalling of anhydrous
ammonia. Most of the ammonia that the Company purchases from
third parties is produced in the Former Soviet Union
(FSU) and imported through a Company operated
ammonia terminal located within the port of Savannah
(Garden City, Georgia).

The Company produces merchant grade phosphoric
acid (MGA) at Aurora, White Springs, and Geismar. Some MGA is
sold to foreign and domestic fertilizer producers and industrial
customers. The balance of the MGA is further processed by the
Company to make solid fertilizer (primarily DAP), liquid
fertilizers, animal feed supplements for the poultry and
livestock markets, and purified phosphoric acid for use in a
wide variety of food, technical and industrial applications.

Reserves

At December 31, 2002, the Companys
Aurora phosphate mine had estimated proven and probable reserves
of approximately 369 million tonnes of phosphate rock, at
an average grade of 30.7% P2O5. These

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reserves would permit mining to continue at
normal rates for about 75 years. The Aurora phosphate mine
has an estimated annual capacity of 6.0 million tonnes of
phosphate rock and its processing plants have the capacity to
produce 1.2 million P2O5 tonnes of
phosphoric acid. Prior to the acquisition of Texasgulf by the
Company in April 1995, approximately 408 million tonnes of
phosphate reserves were transferred by Texasgulf to a newly
established company, the common stock of which was transferred
to Elf (USA) and Williams. The Company was granted a 20-year
right of first refusal (from April 10, 1995) in the event
that the newly established company proposes to sell the
reserves. In addition, the newly established company and Elf
(USA) and Williams agreed, for a period of ten years from
April 10, 1995, not to compete with the Company with
respect to those reserves.


The White Springs phosphate mine has estimated
proven and probable reserves of approximately 52 million
tonnes of phosphate rock, at an average grade of 30.7%
P2O5. The Company estimates that
additional reserves equivalent to 6 million tonnes of
phosphate rock could be purchased at market rates from nearby
owners. Accordingly, the total reserves and available purchase
rock of 58 million tonnes of phosphate rock at White
Springs would sustain the mine for 16 years at a mining
rate of 3.6 million tonnes per year. The White Springs mine
has an estimated annual capacity of 3.6 million tonnes of
phosphate rock and the processing plants have the capacity to
produce annually 1.1 million P2O5
tonnes of phosphoric acid.

Nitrogen Operations

The Companys nitrogen operations include
production of nitrogen fertilizers and nitrogen chemicals. These
products are used for agricultural, industrial and animal
nutrition purposes.

Properties

PCS Nitrogen manufactures nitrogen products at
five facilities, of which four are located in the United States
and one is located in Trinidad. The following table sets forth
the facility locations and production capabilities:

|                      |  |                                                                        
|--------------------- |  | -----------------------------------------------------------------------
|Plant Locations       |  | Nitrogen Products Produced                                             
|                      |  |                                                                        
|Augusta, Georgia      |  | Ammonia, urea, nitric acid, ammonium nitrate and
    nitrogen solutions
|Geismar, Louisiana    |  | Ammonia, nitric acid, nitrogen solutions                               
|Lima, Ohio            |  | Ammonia, urea, nitric acid and
    nitrogen solutions                  
|Memphis, Tennessee    |  | Ammonia and urea                                                       
|Point Lisas, Trinidad |  | Ammonia and urea                                                       

Production

Unlike potash and phosphate, nitrogen is not
mined. It is taken from the air and reacted with a hydrogen
source, usually natural gas reformed with steam, to produce
ammonia. PCS Nitrogen produces ammonia at all domestic plants
and in Trinidad. The ammonia is used to produce a full line of
upgraded nitrogen products, including urea, nitrogen solutions,
ammonium nitrate and nitric acid. Ammonia, urea, ammonium
nitrate and nitrogen solutions are sold as fertilizers to
agricultural customers and to industrial customers for various
applications, while nitric acid is sold to industrial customers
as an intermediate chemical feedstock. Urea is also sold for
animal feed applications.

Service Agreements

The Geismar plant is integrated with a larger
chemical manufacturing complex owned by Honeywell International,
Inc. (Honeywell). PCS Nitrogen and Honeywell
have an agreement to provide certain support services to each
other, including the provision of utilities, the discharge of
wastewater, security, dock and emergency services, and other
essential services.

BP Chemicals, Inc. (BPC) operates the
Lima plant on PCS Nitrogens behalf under an operating
agreement that can be terminated by either party with nine
months notice. PCS Nitrogens payments to BPC

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under the operating agreement are generally based
on an agreed annual budget and are made through the
reimbursement of expenses incurred by BPC in providing such
operating services. Such expenses do not include natural gas
procurement or transportation costs. In addition, due to the
mutual interdependence of the Lima plant and BPCs
operations, PCS Nitrogen and BPC have agreed to provide
each other with certain manufacturing support services at cost
pursuant to a contract extending for as long as the plants
continue to operate and either party is required to provide
support services thereunder.


At Augusta, PCS Nitrogen uses contract labor
personnel provided by Augusta Services Company, Inc., which is
owned 50% by PCS Nitrogen and 50% by DSM Chemicals
North America, Inc., to provide purchasing, stores and spare
parts management, maintenance, repair, shipping and certain
other services for the Augusta plant.

Despite the Companys belief that most of
the services described above are available from other sources,
the termination of or the need to replace certain of those
services (such as steam, well water supply and dock services)
could, in the aggregate, involve potentially significant capital
expenditures, increased operating costs and disruption to the
operation of the affected plant.

Raw Materials

Natural gas is the primary raw material used for
the production of ammonia and, as a result, virtually all of
PCS Nitrogens other nitrogen products. For 2002, the
purchase and transportation of natural gas accounted for
approximately 54% of PCS Nitrogens total domestic
production cost. PCS Nitrogens domestic gas
requirements comprise approximately 50% of its total gas
requirements. PCS Nitrogens current natural gas
strategy is to purchase approximately one-half of its domestic
natural gas in the spot market or on short-term contracts and
approximately one-half of its domestic natural gas pursuant to
fixed-price physical contracts or forward contracts which fix
the price of future deliveries. The remaining approximately 50%
of its natural gas is purchased in Trinidad using pricing
formulas related to the market price of ammonia. With the
exception of the Trinidad facility, PCS Nitrogen purchases
most of its natural gas from producers or marketers at the point
of delivery of the natural gas into the pipeline system, then
pays the pipeline company and, where applicable, the local
distribution company to transport the natural gas to
PCS Nitrogens facilities. Approximately 75% of
PCS Nitrogens domestic consumption of natural gas is
delivered pursuant to firm transportation contracts which do not
permit the pipeline or local distribution company to interrupt
service to, or divert natural gas from, the plant.

PCS Joint Venture

The Company indirectly holds all outstanding
interests in a limited partnership (the PCS Joint
Venture) doing business in Florida as Florida Favorite
Fertilizer and in Georgia and Alabama as Farmers Favorite
Fertilizer. Potash Corporation of Saskatchewan (Florida), Inc.
is the general partner of PCS Joint Venture. PCS Joint Venture
manufactures, processes and distributes fertilizer and other
agricultural supplies from plants located in Florida, Alabama
and Georgia.

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Marketing

The following table summarizes the Companys
net sales from potash, phosphate and nitrogen products (by
geographical distribution) in the past three calendar years:

|           |               |                       |   |       |  |      |   |       |  |  |   |       | 
|---------- | ------------- | --------------------- | - | ----- |  | ---- | - | ----- |  |  | - | ----- | 
|           |               | 2002                  |   | 2001  |  | 2000
|           |               |                       |   |       |  |     
|           |               |                      
|           |               | (millions of dollars)
|Potash(1)  |               |                       |   |       |  |      |   |       |  |  |   |      
|           | Canada        |                       | $ | 23.7  |  |      | $ | 24.0  |  |  | $ | 28.0  | 
|           | United States |                       |   | 197.6 |  |      |   | 208.2 |  |  |   | 209.4 | 
|           | Canpotex(2)   |                       |   | 241.2 |  |      |   | 237.6 |  |  |   | 268.9 | 
|           | Other         |                       |   | 71.5  |  |      |   | 55.7  |  |  |   | 72.4  | 
|           |               |                       |   |       |  |      |   |       |  |  |   |      
|           | Total         |                       | $ | 534.0 |  |      | $ | 525.5 |  |  | $ | 578.7 | 
|           |               |                       |   |       |  |      |   |       |  |  |   |      
|Phosphates |               |                       |   |       |  |      |   |       |  |  |   |      
|           | Canada        |                       | $ | 61.3  |  |      | $ | 60.5  |  |  | $ | 51.4  | 
|           | United States |                       |   | 476.7 |  |      |   | 478.2 |  |  |   | 536.5 | 
|           | PhosChem(2)   |                       |   | 34.4  |  |      |   | 65.3  |  |  |   | 146.3 | 
|           | Other         |                       |   | 59.9  |  |      |   | 47.8  |  |  |   | 48.3  | 
|           |               |                       |   |       |  |      |   |       |  |  |   |      
|           | Total         |                       | $ | 632.3 |  |      | $ | 651.8 |  |  | $ | 782.5 | 
|           |               |                       |   |       |  |      |   |       |  |  |   |      
|Nitrogen   |               |                       |   |       |  |      |   |       |  |  |   |      
|           | Canada        |                       | $ | 8.8   |  |      | $ | 2.3   |  |  | $ | 1.4   | 
|           | United States |                       |   | 690.0 |  |      |   | 835.2 |  |  |   | 792.6 | 
|           | Other         |                       |   | 48.7  |  |      |   | 57.9  |  |  |   | 76.4  | 
|           |               |                       |   |       |  |      |   |       |  |  |   |      
|           | Total         |                       | $ | 747.5 |  |      | $ | 895.4 |  |  | $ | 870.4 | 
|           |               |                       |   |       |  |      |   |       |  |  |   |      






|    |                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------
|(1) | Data for 2000 and 2001 does not include
    PCS Yumbes which was accounted for on a pre-production
    basis in those years.
|   
|(2) | See discussion below for information regarding
    sales of Canpotex Limited and PhosChem.                                  

The following table summarizes the Companys
net sales from potash, phosphate and nitrogen products, by
category of product, in the past three calendar years:

|           |                      |                       |       |       |  |      |       |       |  |   |       |       | 
|---------- | -------------------- | --------------------- | ----- | ----- |  | ---- | ----- | ----- |  | - | ----- | ----- | 
|           |                      | 2002                  |       | 2001  |  | 2000
|           |                      |                       |       |       |  |     
|           |                      |                      
|           |                      | (millions of dollars)
|Potash(1)  |                      | $                     | 534.0 |       |  | $    | 525.5 |       |  | $ | 578.7 |      
|Phosphates |                      |                       |       |       |  |      |       |       |  |   |       |      
|           | Fertilizer  Liquids |                       |       | 144.9 |  |      |       | 145.0 |  |   |       | 192.3 | 
|           | Fertilizer  DAP/MAP |                       |       | 113.4 |  |      |       | 130.1 |  |   |       | 222.9 | 
|           | Feed                 |                       |       | 216.8 |  |      |       | 208.6 |  |   |       | 215.4 | 
|           | Industrial           |                       |       | 157.2 |  |      |       | 168.1 |  |   |       | 151.9 | 
|Nitrogen   |                      |                       |       |       |  |      |       |       |  |   |       |      
|           | Ammonia              |                       |       | 285.1 |  |      |       | 392.3 |  |   |       | 353.3 | 
|           | Urea                 |                       |       | 217.7 |  |      |       | 217.7 |  |   |       | 236.3 | 
|           | Nitrogen Solutions   |                       |       | 94.8  |  |      |       | 126.8 |  |   |       | 135.7 | 
|           | Other(2)             |                       |       | 149.9 |  |      |       | 158.6 |  |   |       | 145.1 | 






|    |                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------
|(1) | Data for 2000 and 2001 does not include PCS
    Yumbes which was accounted for on a pre-production basis in
    those years.
|   
|(2) | Other includes ammonium nitrate, nitric acid and
    carbon dioxide.                                                        

For further financial information about the
Companys business segments and domestic and international
sales, see Note 16 to the Consolidated Financial Statements.

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The Company has a diversified customer base, and
apart from sales to Canpotex Limited (Canpotex), no
one customer accounted for more than 10% of the Companys
sales in 2002.

Potash from the Companys Saskatchewan mines
produced for use outside North America is sold exclusively to
Canpotex. PCS Sales (Canada) Inc. executes offshore
marketing and sales for the Companys New Brunswick
potash and executes marketing and sales for the Companys
potash, phosphate and nitrogen products in Canada.
PCS Sales (USA), Inc. executes marketing and sales for the
Companys potash, phosphate and nitrogen products in the
United States. PCS Sales (USA), Inc. also generally
executes international marketing and sales of the Companys
potassium and sodium nitrate products. PhosChem, an association
formed under the U.S. Webb-Pomerene Act, is the principal
vehicle through which the Company executes offshore marketing
and sales for its phosphate fertilizers. See Offshore
Marketing.

At December 31, 2002, the Companys
sales and transportation and distribution functions were handled
by 187 employees in Chicago, Illinois and various other
locations in the United States and Brazil, and 15 employees
in Saskatoon, Saskatchewan.

North American Marketing

In 2002, North American net sales from potash
products represented 12% of the Companys total net sales,
substantially all of which was attributable to potash customers
in the United States. Typically, North American potash sales of
the Company are greatest in the first half of the year. The vast
majority of sales are made on the spot market with the balance
made under short-term contracts. The Company has no material
contractual obligations in connection with North American sales
to sell potash in the future at a fixed price.

In 2002, North American net sales from phosphate
products represented 28% of the Companys total net sales,
substantially all of which was attributable to phosphate
customers in the United States. Typically, North American
phosphate product sales are greatest in the first and second
calendar quarters. In 2002, the majority of
PCS Phosphates phosphate product sales were made on
the spot market, with the balance made under short-term
contracts (generally on an annual basis) and a limited number of
sales made pursuant to multi-year contracts. The Company has no
material contractual obligations in connection with North
American sales to sell phosphate in the future at a
fixed price.

In 2002, North American net sales from nitrogen
products represented 37% of the Companys total net sales
and PCS Nitrogens non-fertilizer products accounted
for approximately 58% of PCS Nitrogens nitrogen
revenue. Typically, North American nitrogen fertilizer sales are
greatest in the second calendar quarter. In 2002, the majority
of PCS Nitrogens nitrogen product sales were made on
the spot market, with the balance made under short-term and
multi-year contracts. The Company has no material contractual
obligations in connection with North American sales to sell
nitrogen in the future at a fixed price.

Ammonia purchased by the Company is used in the
Companys operations and is sold to third party customers
by PCS Sales (USA), Inc.

The primary customers for fertilizer products are
retailers, dealers, cooperatives, distributors and other
fertilizer producers. Such retailers, dealers and cooperatives
have both distribution and application capabilities. The primary
customers for industrial products are chemical product
manufacturers. The majority of the Companys purified
phosphoric acid is sold directly to consumers of the product,
with the balance sold through an authorized non-exclusive
distribution network.

Offshore Marketing

Potash produced by the Company in Saskatchewan
for sale outside North America is sold to Canpotex, which is
owned in equal shares by the three potash producers in the
Province of Saskatchewan (including the Company). Canpotex,
which was incorporated in 1970 and commenced operations in 1972,
acts as an export company and as a unified marketing force for
all Saskatchewan potash production in the offshore marketplace.
Each shareholder of Canpotex has an equal voting interest as a
shareholder and through its nominees on the board of directors.
The Company and the other shareholders of Canpotex have agreed
that, as long as they are members of Canpotex, and with respect
to potash produced in Canada, they will not make offshore sales

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independently. The Companys production from
its New Brunswick mine has been exempted from this
requirement by the members of Canpotex. Any member may terminate
its membership in Canpotex at specified times of the year on six
months notice.


In general, Canpotex sales are allocated among
the producers based on production capacity. If a shareholder
cannot satisfy demand for potash by Canpotex, the remaining
shareholders are entitled to satisfy the demand pro rata based
on their allotted production capacity. The Company currently
supplies 54.2% of Canpotexs requirements. Canpotex sells
potash to government agencies and private firms pursuant to
six-month contracts at negotiated prices or by spot sales.

The following table sets forth the percentage of
sales by Canpotex for the past three calendar years in the
various geographical regions:

|              |  |      |     |      |  |      |     |   |  |  |     |  
|------------- |  | ---- | --- | ---- |  | ---- | --- | - |  |  | --- | -
|              |  | 2002 |     | 2001 |  | 2000
|              |  |      |     |      |  |     
|Asia          |  |      | 72  | %    |  |      | 73  | % |  |  | 74  | %
|Latin America |  |      | 16  |      |  |      | 16  |   |  |  | 16  |  
|Oceania       |  |      | 9   |      |  |      | 8   |   |  |  | 6   |  
|Europe        |  |      | 3   |      |  |      | 3   |   |  |  | 4   |  
|              |  |      |     |      |  |      |     |   |  |  |     |  
|Total         |  |      | 100 | %    |  |      | 100 | % |  |  | 100 | %
|              |  |      |     |      |  |      |     |   |  |  |     |  

For 2002, sales to Canpotex represented 13% of
the total net sales of the Company and net sales from offshore
sales of potash from the New Brunswick mine, through PCS
Sales (Canada) Inc., represented 3% of the total net sales of
the Company. Canpotexs marketing joint venture for certain
offshore markets (outside North America and Europe) with
JSC Uralkali, a Russian potash producer, continues.

Since 1975, PhosChem has been the largest
exporter of U.S. phosphate fertilizers. Currently, the
members of PhosChem are PCS Phosphate, IMC Phosphates Company
(IMC-Phosphates), a joint venture between IMC Global
Inc. and Phosphate Resource Partners LLP, and Mississippi
Phosphates Corporation (MissChem). The PhosChem
members have agreed to export their fertilizer products
exclusively through PhosChem, except for exports to Canada, any
member state of the European Union or the European Economic
Area, sales through the U.S. Agency for International
Development Tenders and sales to certain buyers affiliated with
members. Historically, PhosChem negotiated prices and other
terms for the export sale of its members phosphate
fertilizer products. According to the terms of a PhosChem
agreement effective January 1, 1995, IMC-Phosphates is
responsible for the marketing of solid fertilizers (DAP, MAP and
GTSP), and PCS Phosphate, or its sales affiliate
(PCS Sales (USA), Inc.), is responsible for the marketing
of liquid fertilizer products (MGA) to export countries. Total
sales for 2002 (on a P2O5 basis) were
apportioned as follows: 81% to IMC-Phosphates; 7% to
PCS Phosphate, and 12% to MissChem. The PhosChem agreement
is renewed annually. If the PhosChem agreement is not renewed,
the Company does not believe the disbanding of PhosChem would
materially affect the Companys sales of fertilizer, but
there can be no assurance that, if PhosChem were to be
disbanded, the Company would be able to find alternative outlets
for its products or sell its products at prices or on terms
similar to those expected to be obtained by PhosChem.

Revenue from sales to PhosChem accounted for 2%
of the Companys total net sales in 2002. Other offshore
phosphate sales accounted for 3% of the Companys total net
sales in 2002. All of the Companys phosphate sales to
China were made through PhosChem. Most of the Companys
sales of phosphate products to China are made to the central
purchasing authority of the Chinese government. In 2002, 73% of
PhosChems volume was in the form of DAP.

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The following table sets forth the percentage of
DAP sales of PhosChem for the past three calendar years in the
various geographical regions:

|              |  |      |     |      |  |      |     |   |  |  |     |  
|------------- |  | ---- | --- | ---- |  | ---- | --- | - |  |  | --- | -
|              |  | 2002 |     | 2001 |  | 2000
|              |  |      |     |      |  |     
|Asia          |  |      | 91  | %    |  |      | 82  | % |  |  | 89  | %
|Latin America |  |      | 4   |      |  |      | 8   |   |  |  | 5   |  
|Oceania       |  |      | 5   |      |  |      | 10  |   |  |  | 6   |  
|              |  |      |     |      |  |      |     |   |  |  |     |  
|Total         |  |      | 100 | %    |  |      | 100 | % |  |  | 100 | %
|              |  |      |     |      |  |      |     |   |  |  |     |  

With respect to offshore sales of nitrogen,
ammonia and urea, sales predominate and originate primarily from
Trinidad, with other sales coming from purchased product
locations. For 2002, net sales from offshore sales of nitrogen
represented 2% of the net sales of the Company.

Offshore sales are subject to those risks
customarily encountered in foreign operations, including
(i) fluctuations in foreign currency exchange rates,
(ii) changes in currency and exchange controls,
(iii) the availability of foreign exchange, (iv) laws,
policies and actions affecting foreign trade and (v) other
economic, political and regulatory policies of foreign
governments.

Distribution and Transportation

The Company has an extensive infrastructure and
distribution system to transport and store its products. Other
than storage facilities located at production plants, the
Company used approximately 165 locations to store and
handle its products in the field in 2002. The Company owns or
leases in excess of 5,000 railcars.

Transportation costs add significantly to the
total amounts paid by purchasers of potash. Producers have a
definite advantage in markets close to their sources of supply
(e.g., Saskatchewan producers in the Midwestern United
States, New Brunswick producers on the U.S. Eastern
Seaboard and New Mexico producers in the Southern and
Western United States). International shipping cost variances
permit offshore producers (including those in the FSU, Germany,
Israel and Jordan) to compete effectively in some of the
Companys traditional markets.

Most of the Companys potash for North
American customers is shipped by rail. Shipments are also made
by rail from each of the Companys Saskatchewan mines to
Thunder Bay, Ontario, for shipment by lake vessel to the
Companys warehouses and storage facilities in Canada and
the United States.

Potash from the New Brunswick mine is shipped
primarily by ocean-going vessel from the Port of Saint John,
although truck and rail transport are also used for North
American customers.

In the case of the Companys sales to
Canpotex, potash is transported by rail principally to
Vancouver, British Columbia, where port facilities exist for
storage pending shipment overseas. The Company has an equity
interest in Canpotex Bulk Terminals Limited, which is a part
owner of these port facilities. The Company, through Canpotex,
also has an interest in a port facility located in
Portland, Oregon.

With respect to phosphates, the Company has
long-term leases on shipping terminals in Morehead City and
Beaufort, North Carolina, through which it receives and stores
raw materials for, as well as the products manufactured by, the
Aurora facility. The Company uses barges and tug boats to
transport solid products, phosphoric acid, sulfuric acid and
sulfur between the Aurora facility and Morehead City, North
Carolina. Raw materials and products are also transported to and
from the Aurora facility by rail. The Company transports sulfur
it purchases from Canada primarily in large, dedicated unit
trains. Both CSX Corporation and Norfolk Southern Corporation
serve the Aurora facility. The Company also built a
multi-purpose ocean going vessel to carry raw material and
products to and from the Aurora facility. The Company receives
ammonia for its phosphate operations at Aurora through its
ammonia terminal in Savannah, Georgia; the ammonia is shipped by
rail from Savannah to the Aurora facility.

Sulfur is delivered to the White Springs
facility, primarily by unit trains from Canada and by rail from
multiple domestic sources. Until 1999 the Norfolk Southern
Corporation was the only railroad providing

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service for the White Springs facility. However,
a nearby transload facility at Lake City, Florida, which became
operational in 1999, is serviced by the CSX Corporation.
Most of the phosphoric acid and chemical fertilizers produced at
the White Springs facility are shipped to domestic destinations
by rail. The Company also ships some of its products, produced
at the White Springs facility, through the bulk terminal located
in Morehead City, North Carolina, for offshore sales.


Much of the Geismar facilitys phosphoric
acid and sulfuric acid is delivered via pipeline to nearby
customers. The balance of the facilitys phosphate products
are shipped by rail or tank truck. Phosphate rock feedstock is
delivered to Geismar from Morocco in large ocean going vessels.
Sulfur is delivered to the Geismar facility by truck
and rail.

The Company makes domestic deliveries of animal
feed products (bulk and bagged) by rail or truck from its
manufacturing facilities and from several warehouses supplied
from its manufacturing facilities.

The Company distributes its nitrogen products by
barge, railcar, truck, and direct pipeline to its customers and
through its strategically located storage terminals in high
consumption areas. The Company leases or owns approximately
50 nitrogen terminal facilities with an aggregate storage
capacity of approximately 450,000 tons of product. The
terminals provide off-season storage and also serve local
dealers during the peak seasonal demand period.

The Company distributes products from the
Trinidad plant to markets in Latin America and Europe in
addition to the United States. The Companys distribution
operations in Trinidad employ two long-term chartered
ocean-going vessels and utilizes short term and spot charters as
necessary for the transportation of ammonia. All bulk urea
production is shipped through third-party carriers.

The Company distributes product from the Yumbes
operation by truck within Chile and by vessel offshore. The
production from the Brazilian feed plant is sold within Brazil
and transported by truck.

Competition

The markets for potash, both domestic and
foreign, are highly competitive. Since potash is a commodity,
producers must compete based on price and service
(e.g., delivery time and ability to supply all grades).
Apart from competitive pricing, the Companys principal
method of competition is the quality of service it provides to
customers. Among other things, the Company provides quality
service by maintaining warehouses and leasing railcars to
enhance its delivery capability. The high cost of transporting
potash limits competition in various areas.

The Companys potash competition includes
three North American producers and potash producers located
outside North America in the FSU, Israel, Jordan and Germany.
Because of the high capital cost and lead time required to
construct a new mine, the Companys principal competition
is expected to continue to come from the owners of existing
operations.

Many phosphate products, particularly solid
fertilizers, are commodities, with little or no product
differentiation, and thus trade on the basis of prices
determined in highly competitive markets. The vast majority of
the U.S. phosphate rock not mined by the Company is
produced in central Florida, southeast of Tampa, and most of the
U.S. phosphate processing capacity, other than at the
Aurora facility, is located in Florida and along the coast of
the Gulf of Mexico.

The Companys principal advantages at Aurora
and White Springs in competing with other producers is that it
operates integrated phosphate mine and phosphate processing
complexes, while most of its competitors are required to ship
phosphate rock by rail or truck greater distances from their
mines to their chemical processing plants, thus incurring
substantially higher transportation costs.

As a result of its location in North Carolina and
the relatively high cost of transportation, the Companys
U.S. phosphate sales from Aurora have a natural advantage
in the Northeast, mid-Atlantic and eastern Midwest regions,
while White Springs and other Florida producers have a natural
advantage in the South, and Gulf Coast producers have a natural
advantage in areas of the Midwest accessible to barge traffic up
the Mississippi River.

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The Company also competes with governmental
enterprises and independent phosphate producers in important
exporting countries, including Morocco, Tunisia, Jordan, South
Africa, Russia and Australia.

The animal feed supplement business in the
phosphate segment is commodity-like, however, opportunities to
nutritionally differentiate exist. The Company has a significant
presence in the domestic feed supplement market.

Although there has been extensive consolidation
and privatization worldwide, substantial competition exists in
the nitrogen industry. The Company competes domestically with a
broad range of companies in the production and sale of nitrogen
products, including subsidiaries of larger chemical companies,
farm cooperatives, integrated energy companies and independent
fertilizer companies. Because fertilizer is a commodity,
competition takes place largely on the basis of price and
delivery. The relative cost of, and availability of
transportation for, raw materials and finished products to
manufacturing facilities and markets are important
competitive factors.

The Company also competes with foreign companies
whose nitrogen products are imported into the U.S. Although
diminishing in number, various foreign competitors receive
subsidies from their governments. Some countries also have
natural gas supplies that are surplus to domestic demand. This
surplus natural gas may have a low alternative value and, when
used as feedstock for the manufacture of ammonia and urea, can
result in low-cost production. These low-cost products are being
imported into the U.S. and compete with domestically
manufactured nitrogen fertilizers, including the Companys.
In addition, other importers subsidized by their governments may
import products into the U.S. for reasons not related to
U.S. fertilizer market conditions, such as a need to obtain
U.S. dollars. In addition to competing domestically with
such foreign producers, the Company, by virtue of its Trinidad
production, also competes directly in sales to Latin America
and Europe.

The Companys nitrogen production capability
is currently the second largest in the Western Hemisphere. The
Companys domestic nitrogen plants serve agricultural
markets with a diversified crop base that spans a lengthy
growing season and chemical industrial manufacturers located
throughout the U.S. Those plants are strategically located
in agricultural as well as industrial end-use markets in the
Southeast, Midwest and Gulf Coast regions. The Company believes
that it is more economical to transport natural gas, the primary
raw material in the production of nitrogen fertilizers and
chemicals, to plants situated in the product markets than to
transport such products over long distances. The Company
concentrates its nitrogen marketing efforts on these nearby
markets where lower transportation costs offer the potential for
better margins. The Company believes that its product mix
diversity and the number and geographic diversity of its
nitrogen plants provide competitive advantages in manufacturing,
distribution, marketing, customer service and other areas. In
addition, the industrial demand for nitrogen products is
typically less volatile and follows different demand cycles than
agricultural demand for fertilizer. The Company believes that
its industrial sales add a measure of stability to its revenue
and are a desirable complement to agricultural demand.

Employees

At December 31, 2002, the Company actively
employed 5,199 persons, of whom 1,842 were salaried and
3,357 were hourly paid. Of these employees, the Companys
potash operations employed 1,756 people, the phosphate
operations 2,150, and the nitrogen operations 853. Excluding
sales personnel, the Saskatoon and Northbrook offices had a
staff of 240. The Companys sales group employed
200 people.

The Company has entered into nine collective
bargaining agreements with labor organizations representing
employees. The collective bargaining agreements at the Allan,
Cory and Patience Lake divisions expire on April 30, 2005.
The Lanigan agreement expires on January 31, 2006. The
Company and the Rocanville Potash Employees Association have a
contract that expires on May 31, 2003. The agreement
between IMC and the union representing the employees at the
Esterhazy mine expires on January 31, 2004. The union
agreement at PCS Cassidy Lake expires December 31,
2004. The collective bargaining agreement with the union
representing employees at the White Springs plant expires
on December 1, 2003 and the collective agreement at the
PCS Purified Phosphates facility in Cincinnati expires
November 1, 2004. PCS Nitrogen has one location in
Memphis with a collective bargaining agreement which expires

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September 17, 2004. In addition, the
agreement between BPC and the union representing employees at
the Lima plant expires February 17, 2006. The Company
believes its relations with its employees to be good.


Royalties and Certain Taxes

Saskatchewan potash production is taxed at the
provincial level under The Mineral Taxation Act, 1983
(Saskatchewan). This tax consists of a base payment and a profit
tax. In addition to the Potash Production Tax, rental fees,
taxes and royalties are payable to the Province of Saskatchewan
and municipalities by potash producers in respect of potash
reserves or production of potash in the Province of
Saskatchewan. The Companys taxes, fees and royalty
expenses were $60.1 million in 2002.

The Company is subject to capital tax on its
paid-up capital (as defined in The Corporation Capital Tax Act
of Saskatchewan) and its taxable capital (as defined in the
New Brunswick Income Tax Act). In addition, a resource
corporation in the Province of Saskatchewan pays a corporate
capital tax surtax based on the value of Saskatchewan resource
sales. This surtax is only payable to the extent that it exceeds
the regular capital tax. In 2002, the Company paid capital tax
of $5.4 million and surtax of $11.4 million.

The Company pays royalties to the
New Brunswick government on the basis of production from
its New Brunswick mine. In addition, the Company pays
municipal taxes. The Companys expenses for such royalties
and municipal taxes were $4.4 million in 2002.

The Company does not make royalty payments in
connection with its phosphate and nitrogen operations.

Income Taxes

PCS and certain subsidiaries are subject to
federal income taxes (which includes the Large Corporations Tax)
and provincial income taxes in Canada.

The subsidiaries of the Company which operate in
the United States are subject to U.S. federal and state
income taxes. These subsidiaries are not currently subject to
federal cash income taxes by virtue of net operating losses
incurred. The Companys nitrogen subsidiaries operating in
Trinidad are subject to Trinidad taxes.

The effective consolidated rate for 2002 and 2001
was 36% of pre-tax income.

Environmental Matters

The Companys operations are subject to
numerous environmental requirements under Canadian, U.S.,
Chilean, Brazilian and Trinidad and Tobago federal, provincial,
state and local laws and regulations. Such laws and regulations
govern, among other matters, air emissions, waste water
discharges, land use and reclamation and solid and hazardous
waste management. Many of these laws, regulations, and permit
requirements are becoming increasingly stringent, and the cost
of compliance with these requirements can be expected to
increase over time. The resolution of a U.S. federal grand
jury investigation regarding environmental matters at the
Geismar facility is discussed under the heading Legal
Proceedings.

The Company believes that it is currently in
material compliance with applicable environmental laws and
regulations. The Company believes that it is well positioned to
meet anticipated requirements under the applicable environmental
laws and regulations. Although significant capital expenditures
and operating costs have been incurred and will continue to be
incurred on account of environmental laws and regulations, the
Company does not believe, except as otherwise set out herein,
that such environmental laws and regulations have had, or will
have, a material adverse effect on its business. However, the
Company cannot predict the impact of new or changed laws or
regulations or permit requirements, including the matters
discussed below, or changes in the ways that such laws and
regulations are administered, interpreted, or enforced.

The Company and its facilities are also subject
to various environmental statutes and programs focused on site
reclamation and restoration and on investigation and, where
necessary, remediation of contaminated properties. The
Companys obligations and potential liabilities under these
programs have been and can be expected to continue to be
significant. The Company does not believe, except as set out
herein, that such

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obligations and potential liabilities have had,
or will have, a material adverse effect on its business.
However, it is often difficult to estimate and predict the
potential costs and liabilities associated with these programs
and there is no guarantee that the Company will not in the
future be identified as potentially responsible for additional
costs under these programs, either as a result of changes in
existing laws and regulations or as a result of the
identification of additional matters or properties covered by
these programs.


Environmental Expenditures

Reclamation and Restoration Costs

Site restoration and reclamation costs have been
accrued for various sites. At December 31, 2002, the
Company had accrued the following amounts for site reclamation
and restoration: $28.1 million for the Aurora facility,
$51.0 million for the White Springs facility,
$15.3 million for certain PCS Joint Venture facilities,
$0.3 million for various sulfur facilities, and
$3.9 million for the Cassidy Lake facility. The current
portion of restoration and reclamation costs accrued in 2002
totalled $18.6 million. These amounts represent the
Companys current estimate of potential site restoration
and reclamation costs as last assessed in December 2002. The
expenditures are generally incurred over an extended period
of time.

Annual environmental expenditures for reclamation
and restoration during the year ended December 31, 2002
were $54.6 million. Of this amount, $45.2 million was
charged to operations, $6.1 million was capitalized and
$3.3 million was charged against accrued
reclamation costs.

Capping of Byproduct Gypsum Stacks

Production of phosphoric acid also produces
gypsum, which is normally placed in above-ground storage areas
called gypsum stacks. Various jurisdictions have established
programs that require companies to reduce the potential
environmental impacts associated with gypsum stacks. In Florida,
these regulations require companies to cap the
gypsum stacks in order to reduce seepage into groundwater when
such stacks reach their design capacity (for the Company, in
approximately 35 years at current operating rates), or if
groundwater standards are not being met. The Company has
submitted documentation to the Florida Department of
Environmental Protection (FDEP) to demonstrate its
compliance with the groundwater standards. The Company expects
to be allowed to continue using the three gypsum stacks at the
White Springs facility for their remaining useful lives. At
December 31, 2002, a balance of $33.3 million was
included in accrued reclamation costs for this gypsum stack
capping requirement. The obligations of White Springs regarding
the gypsum stacks are guaranteed by PCS pursuant to
Floridas financial assurance regulatory requirements. The
State of Florida is presently reviewing, and is expected to
revise, its financial assurance requirements to ensure that
responsible parties have sufficient resources to cover all
closure and post closure costs and liabilities associated with
gypsum stacks. This review may result in the imposition of more
stringent requirements to demonstrate financial responsibility
and/or inclusion of a greater scope of closure and post-closure
costs than under current law.

The Company also has gypsum stacks at the Aurora
facility in North Carolina and the Geismar facility in
Louisiana. In North Carolina, on exhaustion of the mines
phosphate reserves, disposition of the remaining gypsum must
comply with the laws in effect at that time. The inactive
portions of the gypsum stacks at the Geismar facility are capped
and have water management systems in place. Under the current
laws in North Carolina and Louisiana, the closure or
decommissioning of the gypsum stacks at these two facilities is
not expected to have a material adverse effect on the
Companys business.

Environmental Operating Costs and Capital
Expenditures

The Company anticipates that its operating and
capital expenditures related to environmental regulatory matters
in 2003 will not differ materially from the range of amounts
expended within the past two years.

The Companys operating expenses, other than
reclamation and restoration and gypsum stack capping, relating
to compliance with environmental laws and regulations governing
on-going operations were

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approximately $20.9 million for the year
ended December 31, 2002 as compared to $21.8 million
for the year ended December 31, 2001.


The Company routinely undertakes capital projects
to improve pollution control facilities. In 2002, a total of
approximately $5.5 million in capital expenditures
(exclusive of capitalized reclamation expenditures) was spent to
meet the Companys environmental control objectives as
compared to $14.5 million in 2001. The Company expects that
its capital requirements for environmental projects may increase
in the future due to increasingly stringent environmental
regulations arising from current and future requirements
of law.

With respect to air emissions, the Company
anticipates that additional expenditures may be required to meet
increasingly stringent U.S. federal and state regulatory
and permit requirements, including existing and anticipated
regulations under the U.S. federal Clean Air Act, as
amended, in 1990. Both federal and state regulation of hazardous
air pollutants are expected to require additional air emission
control equipment and increased operating expenditures at some
U.S. facilities. In particular, recent rules require
specific new controls for hydrogen fluoride emissions in
phosphoric acid production. Some states, including Louisiana,
also regulate ammonia and nitric acid as hazardous air
pollutants. Further, the U.S. Environmental Protection
Agency (EPA) has published new National Ambient Air
Quality Standards for both ozone and particulate matter which
are more stringent than existing standards and has issued a
number of regulations establishing requirements to reduce
nitrogen oxide (NOx) emissions and other criteria air pollutant
emissions. Louisiana and Georgia are considering approaches for
atmospheric ozone control which may include additional controls
and restrictions for NOx. The Company continues to monitor
developments in these various programs and to assess their
potential impact on the Companys operations.

The Clean Air Act operating permit program
requires the addition of enhanced emissions monitoring equipment
at some facilities, as well as the imposition of permit fees
based upon facility air pollutant emissions. It has been and may
be necessary for the Company to obtain preconstruction air
permits (under either the federal Prevention of Significant
Deterioration or New Source Review programs) when the Company
expands U.S. plants. Such permits impose certain
restrictions on air pollutant emissions from the expanded plants
and compliance with those restrictions sometimes require
installation and use of pollution control devices.

Site Assessment and
Remediation

The Company has previously incurred and expects
to continue to incur costs and liabilities in connection with
its and its predecessors past and current waste disposal
practices and ownership and operation of real property and
facilities, as well as its mining activities. The
U.S. federal Comprehensive Environmental Response,
Compensation and Liability Act of 1980 (CERCLA) and
other U.S. federal and state laws impose liability on,
among others, past and present owners and operators of
properties or facilities at which hazardous substances have been
released into the environment and persons who arrange for
disposal of hazardous substances that are released into the
environment. Liability under these laws may be imposed jointly
and severally and without regard to fault or the legality of the
original actions, although such liability may be divided or
allocated according to various equitable and other factors. In
the course of its current and former operations, including those
of divested and acquired businesses, the Company has generated,
and with respect to its current operations, continues to
generate wastes that could result in liability for the Company
under these laws.

In 1998, the Company, along with other parties,
was notified by EPA of potential liability under CERCLA with
respect to certain soil and groundwater conditions at a
PCS Joint Venture blending facility in Lakeland, Florida
and certain adjoining property (collectively referred to as the
Landia Site). In 1999, PCS Joint Venture signed
an Administrative Order on Consent with EPA pursuant to which
PCS Joint Venture agreed to conduct a Remedial
Investigation and Feasibility Study (RI/FS) of these
conditions. PCS Joint Venture and another party are sharing
the costs of the RI/FS, which is continuing on schedule and is
projected to be completed in June 2003. A pilot program to
evaluate remedial technologies has been approved and is expected
to be completed in 2003.

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In 1994, PCS Joint Venture responded to
requests for information from both EPA and the Georgia
Department of Natural Resources, Environmental Protection
Division (GEPD) regarding conditions at its
Moultrie, Georgia location. Subsequent investigations have
confirmed the presence of lead-contaminated soil and groundwater
at the site. PCS Joint Venture believes that this lead
contamination is attributable to former operations at the site
prior to PCS Joint Ventures ownership. PCS Joint
Venture submitted a proposed Corrective Action Plan
(CAP) to GEPD in 1999. PCS Joint Venture has
also conducted and submitted an assessment of the site. GEPD
continues to review the assessment and the CAP and had requested
additional data on the site in 2002. GEPD has not yet made a
decision regarding further action at the site.

PCS Joint Venture is cooperating with
regulatory authorities in their investigations of the Lakeland
and Moultrie sites. It is also attempting to determine the
number and location of other parties who may be liable for
remediation at Lakeland. However, because site assessments are
on-going and because other parties may be liable for some or all
costs of remediation the ultimate liability of PCS Joint
Venture has not yet been determined.

The Company is also engaged in on-going site
assessment and/or remediation activities at a number of other
facilities currently or previously owned or operated by the
Company. In each instance, the Company is working with the
appropriate regulatory authorities to address these sites. In
addition, the Company has in the past received notices
identifying it as a potentially responsible party with respect
to certain sites that were never owned or operated by the
Company. The Company has reviewed information pertinent to these
sites and has responded to each of these notices. Based on
current information about these various facilities and sites and
other potentially responsible parties, the Company believes that
the Companys future obligation with respect to these
facilities and sites will not have a material adverse effect on
the Companys financial condition or results
of operation.

Permits and Regulatory
Approvals

Many of the Companys operations and
facilities are required by federal, provincial, state and local
environmental laws to obtain and operate in compliance with a
range of permits and regulatory approvals. Such permits and
approvals typically have to be renewed or reissued periodically.
The Company may also become subject to new laws or regulations
that require it to obtain new or additional permits or
approvals. The Company believes that it is currently in material
compliance with its existing permits and regulatory approvals.
However, there can be no assurance that such permits or
approvals will issue in the ordinary course. Further, the terms
and conditions of future permits and approvals may be more
stringent and may require increased expenditures on the part of
the Company.

The Companys facility in Geismar,
Louisiana, is subject to various permit requirements under the
Clean Air Act and has applied for a Title V operating
permit for each of four operating areas at the plant. Pursuant
to a Compliance Order issued by the Louisiana Department of
Environmental Quality in 2001, the Company reviewed its air
permits and air permit applications and has provided information
to address certain deficiencies in its initial Title V
permit application. The Company continues to provide information
to and cooperate with the Louisiana DEQ on the development of
the Title V permits.

A significant portion of the Companys
phosphate reserves in Aurora, North Carolina is located in
wetlands and, under the Clean Water Act, a permit must be
obtained from the U.S. Army Corps of Engineers (the
Corps) before mining activity that will disturb the
wetlands may occur. On August 14, 1997, the Corps issued a
permit to the Company granting approval to mine certain areas,
subject to mining being completed no later than 2017. The permit
contains a section on wetlands mitigation approach and methods
regarding wetland impacts associated with mining covered by the
permit. The Company has acquired additional land adjacent to the
Aurora Facility for mitigation purposes. In order to demonstrate
the feasibility of such activities, as of December 31,
2002, the Company had created or restored 2,904 acres
of wetlands.

On May 6, 1999, the Southern Environmental
Law Center (SELC) and the Pamlico-Tar River
Foundation (PTRF) gave notice to the EPA and the
Department of the Army of their intent to file a citizens suit
under the Clean Water Act contesting the August 14, 1997
Corps permit. On April 4, 2002, a complaint was filed by
the PTRF against the U.S. Army Corps of Engineers,
U.S. EPA, several individual

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employees of those governmental agencies and the
Company in U.S. District Court for the Eastern District of
North Carolina. PTRF alleges that EPA and the Corps, in the
issuance of the permit, violated certain requirements under the
Clean Water Act and the National Environmental Policy Act
governing their evaluation of the activities to be permitted and
of reasonable and practicable alternatives to those activities.
PTRF seeks a declaratory judgment from the Corps to revoke the
mining permit and to further consider alternatives to the
current mining plan before issuing a new permit. The Company
believes that the permit was properly issued and intends to
vigorously defend this lawsuit. The Company continues to mine in
accordance with the permit under the supervision of the Corps
and does not expect the claim to have a material adverse effect
on the Companys financial condition or results
of operations.


In addition to the wetlands permit from the
Corps, the Company also needs additional authorizations from
agencies of the State of North Carolina to continue its mining
activities in North Carolina. The Company is required to have
State mining permits that contain bonding and reclamation
requirements. The Company has a State mining permit for the
areas presently being mined by the Company that is effective
through 2003, but this permit must be amended periodically to
add additional acreage during this period. A renewal application
for this permit has been submitted. The Company also holds
another mining permit from the State for the area of the
property that contains the wetlands covered by the permit issued
by the Corps. This State permit has been renewed until 2005. In
addition, on November 2, 2000 the Company applied for
authorization from the Corps to continue its mining advance on
the peninsula it is currently mining once the currently
permitted reserves on that peninsula have been depleted.

Lands mined by White Springs after
July 1, 1975 and unmined lands used in certain mining
operations after July 1, 1984 are subject to mandatory
reclamation requirements of the State of Florida. Wetlands must
be reclaimed on an acre-for-acre basis under the rules of the
FDEP unless otherwise provided in, or pursuant to, a Memorandum
of Agreement (MOA), dated February 1, 1995,
between OxyChem and FDEP (which agreement was later assigned to
the Company). The MOA established alternate procedures for the
Company to follow. The current practice of White Springs is to
return most upland areas to commercial pine plantation, which is
the predominant pre-operation land use. Reclaimed lands include
uplands, wetlands and lakes.

Land reclamation at White Springs is currently
performed pursuant to federal, state, and local regulatory
approvals granted in 1996 and 1997 to implement the 1995 MOA.
The MOA provides for mitigation of mining impacts in a portion
of the mining area, particularly impacts to wetlands, to be done
through funding of public acquisition of environmentally
sensitive lands in the region. Land reclamation continues to be
done on-site but is undertaken using the alternate standards of
the MOA which do not require the on-site reclamation of wetlands
and which allow for the construction of lands that are expected
to be of greater future utility. The Companys
contributions for the land acquisition program through 2002
totalled $6.15 million.

White Springs has initiated a process for
securing an additional federal permit from the Corps and
ancillary modifications of state and local regulatory approvals
needed for continuation of mining operations in wetland areas
beyond the expiration of its current federal permit in October
of 2007. For both Aurora and White Springs, the Corps
permitting process involves environmental studies of potential
mining areas and evaluation of mine plan and reclamation
alternatives. All affected regulatory authorities, various
commenting agencies, and interested outside parties are
participating in the process. Selection of mine plan and
reclamation alternatives and the results of the environmental
studies could result in changes to reclamation and mitigation
practices with higher costs and changes to mining areas with
reserve impacts. The magnitude of such cost impacts cannot be
estimated until the studies and evaluations are completed.
Failure to secure the required approvals for continuation of the
mining operations under any reclamation or mitigation
alternative would negatively affect reserves and costs.

Potash Decommissioning
Regulations

The environmental regulations of the Province of
Saskatchewan require each potash mine to have decommissioning
and reclamation (D&R) plans. Financial assurances for these
plans must be established within one year following approval of
these plans by the responsible provincial minister. Pursuant to
the regulations, the Company filed D&R plans with the
Minister of the Environment for Saskatchewan in the

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spring of 1997. In February 1998, the Company was
advised that, although the D&R plans were technically
acceptable, the regulatory agency did not accept the schedule
proposed to decommission the waste salt piles. Following further
discussions between the provincial potash industry and the
regulatory agency, the Company was advised in July 2000 that the
D&R plans submitted in 1997 were accepted, provided
that the plans are revised by 2005. A government-industry task
force was established to produce mutually acceptable revisions
of the plans which would incorporate a cost benefit analysis of
the decommissioning options. The process of revising
the D&R plans is continuing. In 2001, agreement was
reached with the Provincial Government on the financial
assurances for the D&R plan to cover the interim period
before 2005. In July 2001, a Cdn$2.0 million Letter of
Credit was posted and it will remain in effect until the revised
plans are accepted. Because of the uncertainty regarding the
final nature of the D&R plans, the timing of
implementation and the structure of the financial assurance, the
Company is unable, at this time, to accurately estimate the
financial implications of the plans.


Government Regulations

In September 1987, legislation was adopted in
Saskatchewan that authorized the government to control
production at potash mines located in the Province of
Saskatchewan. The legislation, which has not taken effect but
which can be brought into effect by proclamation of the Cabinet
of Saskatchewan, permits the Cabinet, and the Potash Resources
Board which would be created under such legislation, to
prescribe rates of potash production in Saskatchewan and to
allocate production among individual mines. The Company cannot
predict at this time if or when the legislation will be
proclaimed or its impact on the Companys financial
condition or results of operations.

The Company, like other industrial and commercial
entities, has heightened its evaluation of potential security
concerns associated with its operations. In particular, at its
nitrogen facilities, the Company continues to assess its current
security measures, and has independently adopted enhancements
there. Further, the Company has implemented procedures for
contract transporters which contribute to safer transportation
and delivery of many of the Companys products. In the
United States, Congress is considering federal legislation
designed to reduce the risk and enhance advance detection of
future terrorist acts at industrial facilities. Moreover,
several governmental agencies and industry groups are
considering regulatory or program enhancements and initiatives
to the same end. At this time, the Company is unable to predict
the potential costs to it of any such governmental programs or
voluntary initiatives.

In 2002, the Canadian government ratified the
Kyoto protocol which calls for Canada to reduce its emissions of
greenhouse gases to 94% of its 1990 emissions by
2012. It is expected that, by then, the Companys potash
divisions will be required to use energy more efficiently or
purchase credits. However, at this time, the Company
is unable to predict the impact of this initiative as plans for
implementing the protocol have not yet been developed by the
government. The United States is not presently expected to
ratify the Kyoto protocol and has announced plans for voluntary
programs and incentives. At this time, the Company cannot assess
the impact of these programs or incentives.

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Executive Officers of the Company

The name, age, period of service and position
held for each of the executive officers of the Company as at
March 15, 2003 are as follows:

|                    |  |     |    |        |  |               |      |  |  |                                                                             
|------------------- |  | --- | -- | ------ |  | ------------- | ---- |  |  | ----------------------------------------------------------------------------
|                    |  |     |    | Served |  |              
|Name                |  | Age |    | Since  |  | Position Held
|                    |  |     |    |        |  |              
|WILLIAM J. DOYLE    |  |     | 52 |        |  |               | 1987 |  |  | President and Chief Executive Officer                                       
|JAMES F. DIETZ      |  |     | 56 |        |  |               | 1997 |  |  | Executive Vice President and Chief
    Operating Officer                    
|WAYNE R. BROWNLEE   |  |     | 50 |        |  |               | 1988 |  |  | Senior Vice President, Treasurer and
    Chief Financial Officer            
|JOHN L. M. HAMPTON  |  |     | 49 |        |  |               | 1988 |  |  | Senior Vice President, General Counsel
    and Secretary                    
|BETTY-ANN L. HEGGIE |  |     | 49 |        |  |               | 1981 |  |  | Senior Vice President, Corporate Relations                                  
|BARRY E. HUMPHREYS  |  |     | 59 |        |  |               | 1976 |  |  | Senior Vice President and
    Chief Information Officer                     
|BARBARA JANE IRWIN  |  |     | 47 |        |  |               | 2000 |  |  | Senior Vice President, Administration                                       
|G. DAVID DELANEY    |  |     | 42 |        |  |               | 1997 |  |  | President, PCS Sales                                                        
|GARTH W. MOORE      |  |     | 54 |        |  |               | 1982 |  |  | President, PCS Potash                                                       
|THOMAS J. REGAN, JR |  |     | 58 |        |  |               | 1995 |  |  | President, PCS Phosphate                                                    
|KAREN G. CHASEZ     |  |     | 49 |        |  |               | 2000 |  |  | Vice President, Procurement,
    PCS Administration (USA)                   
|ROBERT A. JASPAR    |  |     | 44 |        |  |               | 1997 |  |  | Vice President, Internal Audit                                              
|DONALD R. ROBERTS   |  |     | 63 |        |  |               | 1993 |  |  | Vice President, Safety, Health and Environment,
    PCS Administration (USA)
|DENIS A. SIROIS     |  |     | 47 |        |  |               | 1978 |  |  | Vice President and Corporate Controller                                     

All of the officers have had the principal
occupation indicated for the previous five years except as
follows: Mr. Doyle was President and Chief Operating
Officer of the Company from July 1, 1998 to July 1,
1999 and was President PCS Sales from March 1997 to July
1998. Mr. Dietz was Executive Vice President of
PCS Nitrogen from March 1997 to July 1998 and President of
PCS Nitrogen from July 1998 to November 2000. On
July 12, 1999, Mr. Brownlee was appointed Senior Vice
President, Treasurer and Chief Financial Officer.
Mr. Brownlee was Senior Vice President Expansion and
Development from May 1995 to July 1999. On July 12, 1999,
Mr. Humphreys was appointed Senior Vice President and Chief
Information Officer. Mr. Humphreys was Senior Vice
President Finance and Treasurer and Chief Financial Officer from
December 1989 to July 1999. Prior to October 2000,
Ms. Irwin was a Consultant and Principal with Hewitt
Associates LLC, human resources consultants. Mr. Delaney
was appointed President, PCS Sales on March 24, 2000.
Mr. Delaney was Vice President, Industrial Sales of
PCS Sales from March 1997 to March 24, 2000.
Mr. Regan was Executive Vice President of
PCS Phosphate from March 1997 to July 1999. Ms. Chasez
was Vice President, Administration & Business Affairs
for British Sulphur North America Inc. from June 1990 to May
2000. Mr. Jaspar was Director, Internal Audit from January
to November 2000 and Senior Auditor of the Corporation from July
1997 to December 1999. Mr. Roberts was Vice President,
Technical Services, PCS Potash from April 1997 to
May 2000.

ITEM 3.     Legal
Proceedings.

Geismar Facility
Investigation

On September 10, 2002, the Companys
wholly owned subsidiary, PCS Nitrogen, Inc. agreed to conclude
the federal grand jury investigation and parallel state
investigations of its Geismar, Louisiana facility by pleading
guilty to one felony violation of the Clean Air Act in the
United States District Court for the Middle District of
Louisiana and one felony violation of analogous state law in
each of the Eighteenth and Twenty-third Judicial Districts of
the State of Louisiana pursuant to plea agreements entered into
with each of the federal and state prosecutors. The plea
agreements call for the Company to pay a fine of
$1.75 million to

I-22



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##### Table of Contents



the U.S. government and $125,000 to each of
the two state judicial districts. The amount of the fines is
covered by a provision recorded in the second quarter
of 2002.


At a sentencing hearing held on March 17,
2003 the U.S. District Court approved the federal plea
agreement and also imposed on the Company a five year
probationary period. The Company expects to obtain judicial
approval of and resolve the state court proceedings by
March 31, 2003. In addition, one current and two former
Geismar plant employees each have pleaded guilty to one
misdemeanor violation of state or federal environmental laws.

Environmental Proceedings

For a description of certain environmental
proceedings involving the Company, see Environmental
Matters under Items 1 and 2.

ITEM
4.     Submission of Matters to a Vote
of Security Holders.

Not applicable.

I-23



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##### Table of Contents






PART II

ITEM 5.     Market
for Registrants Common Equity and Related Stockholder
Matters.

The information under Common Share Prices
and Volumes, Shareholder Information 
Ownership,  Dividends on page 64 and
11 Year Report on page 40 in the
registrants 2002 Annual Report, filed as Exhibit 13,
is incorporated herein by reference.

Dividends paid to U.S. holders of Common
Shares, who do not use the shares in carrying on a business in
Canada, will be subject to a Canadian withholding tax under the
Income Tax Act. Under the Canada-U.S. Income Tax Convention
(1980) (the Convention), the rate of withholding is
generally reduced to 15 percent. Subject to certain
limitations, the Canadian withholding tax will be treated as a
foreign income tax that can generally be claimed as a deduction
from income or as a credit against the U.S. income tax
liability of the holder. Holders will generally not be subject
to tax under the Income Tax Act with respect to any gain
realized from a disposition of Common Shares.

ITEM 6.     Selected
Financial Data.

The information under 11 Year
Report on page 40 in the registrants 2002
Annual Report, filed as Exhibit 13, is incorporated herein
by reference.

ITEM
7.     Managements Discussion and
Analysis of Financial Condition and Results
of Operations.

On March 4, 2003, the Company issued
$250 million principal amount of 10-year 4.875% notes under
its shelf registration statement. The net proceeds from the
offering of the notes were used to repay outstanding short-term
loans under the Companys Term Credit Agreement
(approximately $90 million) and to repay outstanding
commercial paper (approximately $156 million).

The information under Managements
Discussion & Analysis of Financial Condition and
Results of Operations on pages 20 through 39 in the
registrants 2002 Annual Report, filed as Exhibit 13,
is incorporated herein by reference.



|         |                                                                
|-------- | ---------------------------------------------------------------
|ITEM 7A. | Quantitative and Qualitative Disclosures About
    Market Risk.

The information under Managements
Discussion & Analysis of Financial Condition and
Results of Operations  Risks Associated with
Financial Instruments on page 33 in the
registrants Annual Report, filed as Exhibit 13, is
incorporated herein by reference.

ITEM 8.     Financial
Statements and Supplementary Data.

The Consolidated Financial Statements contained
on pages 43 through 62 in the registrants 2002 Annual
Report, filed as Exhibit 13, are incorporated herein
by reference.

ITEM 9.     Changes
In and Disagreements With Accountants on Accounting and
Financial Disclosure.

Not applicable.

II-1



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##### Table of Contents






PART III

ITEM
10.     Directors and Executive
Officers of the Registrant.

The information under Election of
Directors in the 2003 Proxy Circular, attached as
Exhibit 99, is incorporated herein by reference.
Information concerning executive officers is set forth under
Executive Officers of the Company in Part I.

ITEM
11.     Executive
Compensation.

The information under Executive
Compensation in the 2003 Proxy Circular, attached as
Exhibit 99, is incorporated herein by reference. Each
incorporation by reference shall be deemed not to include the
information referred to in Item 402(a)(8) of
Regulation S-K.



|         |                                                                                                        
|-------- | -------------------------------------------------------------------------------------------------------
|ITEM 12. | Security Ownership of Certain Beneficial
    Owners and Management and Related
    Stockholder Matters.

The information under Ownership of
Shares and Election of Directors in the 2003
Proxy Circular, attached as Exhibit 99, is incorporated
herein by reference.

Equity
Compensation Plan Information

The following table provides information about
shares of Potash Corporation of Saskatchewan Inc. that may be
issued under the Companys compensation plans, as of
March 15, 2003:

|                                                               |  |                      |           |                           |  |                                |       |  |  |  |         | 
|-------------------------------------------------------------- |  | -------------------- | --------- | ------------------------- |  | ------------------------------ | ----- |  |  |  | ------- | 
|                                                               |  | (a)                  |           | (b)                       |  | (c)                           
|                                                               |  |                      |           |                           |  |                               
|                                                               |  | Number of securities |           |                           |  | Number of securities remaining
|                                                               |  | to be issued upon    |           | Weighted-average exercise |  | available for future issuance 
|                                                               |  | exercise of          |           | price of outstanding      |  | under equity compensation     
|                                                               |  | outstanding options, |           | options, warrants and     |  | plans (excluding securities   
|Plan Category                                                  |  | warrants and rights  |           | rights (as at Dec. 31/02) |  | reflected in column(a))       
|                                                               |  |                      |           |                           |  |                               
|Equity compensation plans approved by security
    holders     |  |                      | 5,787,375 |                           |  | $                              | 65.98 |  |  |  | 691,900 | 
|Equity compensation plans not approved by
    security holders |  |                      | n/a       |                           |  |                                | n/a   |  |  |  | n/a     | 
|                                                               |  |                      |           |                           |  |                                |       |  |  |  |         | 
|Total                                                          |  |                      | 5,787,375 |                           |  | $                              | 65.98 |  |  |  | 691,900 | 
|                                                               |  |                      |           |                           |  |                                |       |  |  |  |         | 

ITEM 13.     Certain
Relationships and Related Transactions.

The information under Election of
Directors and Executive Compensation in the
2003 Proxy Circular, attached as Exhibit 99, is
incorporated herein by reference.

ITEM
14.     Controls and
Procedures.

Within the 90 days prior to the date of this
report, the Company carried out an evaluation under the
supervision and with the participation of the Companys
management, including the Companys Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design
and operation of the Companys disclosure controls and
procedures. There are inherent limitations to the effectiveness
of any system of disclosure controls and procedures, including
the possibility of human error and the circumvention or
overriding of the controls and procedures. Accordingly, even
effective disclosure controls and procedures can only provide
reasonable assurance of achieving their control objectives.
Based upon and as of the date of the Companys evaluation,
the Chief Executive Officer and Chief Financial Officer
concluded that the disclosure controls and procedures are
effective in all material respects to ensure that information
required to be disclosed in the reports the Company files and
submits under the Securities Exchange Act of 1934, as amended,
is recorded, processed, summarized and reported as and
when required.

Since the date of the Companys most recent
evaluation, there were no significant changes in the
Companys internal controls or in other factors that could
significantly affect such internal controls, including any
corrective actions with regard to significant deficiencies and
material weaknesses.

III-1



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##### Table of Contents






PART IV

ITEM
15.     Exhibits, Financial Statement
Schedules, and Reports on Form 8-K.

(a) List of Documents Filed as Part of this
Report

1.   Consolidated Financial
Statements in Annual Report

The Consolidated Financial Statements contained
on pages 43-62 in the registrants 2002 Annual Report,
filed as Exhibit 13, are incorporated under Item 8
by reference.

|                                                            |  |  |       | 
|----------------------------------------------------------- |  |  | ----- | 
|Auditors Report                                            |  |  | 43    | 
|Consolidated Statements of Financial Position               |  |  | 44    | 
|Consolidated Statements of Income and Retained
    Earnings |  |  | 45    | 
|Consolidated Statements of Cash Flow                        |  |  | 46    | 
|Notes to the Consolidated Financial Statements              |  |  | 47-62 | 

2.   Schedules

All Schedules are omitted because the required
information is inapplicable or is presented in the Consolidated
Financial Statements.

3.   Exhibits

|        |      |                         |  |                                                                                                                                                                                                                                                                                             
|------- | ---- | ----------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |                        
|Number  |      | Description of Document
|        |      |                        
|        | 3(a) |                         |  | Articles of Continuance of the registrant dated
    May 15, 2002, incorporated by reference to
    Exhibit 3(a) to the registrants report on
    Form 10-Q for the quarterly period ended June 30, 2002
    (the Second Quarter 2002 Form 10-Q).                                         
|       
|        | 3(b) |                         |  | Bylaws of the registrant effective May 15,
    2002, incorporated by reference to Exhibit 3(a) to the
    Second Quarter 2002 Form 10-Q.                                                                                                                                                    
|       
|        | 4(a) |                         |  | Term Credit Agreement between The Bank of Nova
    Scotia and other financial institutions and the registrant dated
    September 25, 2001, incorporated by reference to
    Exhibit 4(a) to the registrants report on
    Form 10-Q for the quarterly period ended September 30,
    2001.
|       
|        | 4(b) |                         |  | Indenture dated as of June 16, 1997, between
    the registrant and The Bank of Nova Scotia Trust Company of
    New York, incorporated by reference to Exhibit 4(a) to
    the registrants report on Form 8-K dated
    June 18, 1997 (the 1997 Form 8-K).                              
|       
|        | 4(c) |                         |  | Indenture dated as of February 27, 2003,
    between the registrant and The Bank of Nova Scotia Trust Company
    of New York.                                                                                                                                                              
|       
|        | 4(d) |                         |  | Form of Notes relating to the registrants
    offering of $400,000,000 principal amount of 7.125% Notes due
    June 15, 2007, incorporated by reference to
    Exhibit 4(b) to the 1997 Form 8-K.                                                                                         
|       
|        | 4(e) |                         |  | Form of Notes relating to the registrants
    offering of $600,000,000 principal amount of 7 3/4% Notes
    due May 31, 2011, incorporated by reference to
    Exhibit 4 to the registrants report on Form 8-K
    dated May 17, 2001.                                                    
|       
|        | 4(f) |                         |  | Form of Note relating to the registrants
    offering of $250,000,000 principal amount of 4.875% Notes due
    March 1, 2013, incorporated by reference to Exhibit 4
    to the registrants report on Form 8-K dated
    February 28, 2003.                                               

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.

IV-1



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|        |       |                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------- | ----- | ----------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |                        
|Number  |       | Description of Document
|        |       |                        
|        | 10(a) |                         |  | Sixth Voting Agreement dated April 22, 1978,
    between Central Canada Potash, Division of Noranda, Inc.,
    Cominco Ltd., International Minerals and Chemical Corporation
    (Canada) Limited, PCS Sales and Texasgulf Inc.,
    incorporated by reference to Exhibit 10(f) to the
    registrants registration statement on Form F-1 (File
    No. 33-31303) (the F-1 Registration Statement).                                                         
|       
|        | 10(b) |                         |  | Canpotex Limited Shareholders Seventh Memorandum
    of Agreement effective April 21, 1978, between Central
    Canada Potash, Division of Noranda Inc., Cominco Ltd.,
    International Minerals and Chemical Corporation (Canada)
    Limited, PCS Sales, Texasgulf Inc. and Canpotex Limited as
    amended by Canpotex S&P amending agreement dated
    November 4, 1987, incorporated by reference to
    Exhibit 10(g) to the F-1 Registration Statement.
|       
|        | 10(c) |                         |  | Producer Agreement dated April 21, 1978,
    between Canpotex Limited and PCS Sales, incorporated by
    reference to Exhibit 10(h) to the F-1 Registration
    Statement.                                                                                                                                                                                                                                                                                     
|       
|        | 10(d) |                         |  | Canpotex/PCS Amending Agreement dated as of
    October 1, 1992, incorporated by reference to
    Exhibit 10(f) to the registrants report on
    Form 10-K for the year ended December 31, 1995 (the
    1995 Form 10-K).                                                                                                                                                                                                                                   
|       
|        | 10(e) |                         |  | Canpotex PCA Collateral Withdrawing/PCS Amending
    Agreement dated as of October 7, 1993, incorporated by
    reference to Exhibit 10(g) to the 1995 Form 10-K.                                                                                                                                                                                                                                                                                              
|       
|        | 10(f) |                         |  | Canpotex Producer Agreement amending agreement
    dated as of January 1, 1999, incorporated by reference to
    Exhibit 10(f) to the registrants report on
    Form 10-K for the year ended December 31, 2000 (the
    2000 Form 10-K).                                                                                                                                                                                                                    
|       
|        | 10(g) |                         |  | Form of Agreement of Limited Partnership of
    Arcadian Fertilizer, L.P. dated as of March 3, 1992,
    and the related Certificate of Limited Partnership of Arcadian
    Fertilizer, L.P., filed with the Secretary of State of the
    State of Delaware on March 3, 1992, incorporated by
    reference to Exhibits 3.1 and 3.2 to Arcadian Partners
    L.P.s Registration Statement on Form S-1 (File
    No. 33-45828).                               
|       
|        | 10(h) |                         |  | Amendment to Agreement of Limited Partnership of
    Arcadian Fertilizer, L.P. and related Certificates of
    Limited Partnership of Arcadian Fertilizer, L.P. filed with
    the Secretary of State of the State of Delaware on March 6,
    1997 and November 26, 1997, incorporated by reference to
    Exhibit 10(f) to the registrants report on
    Form 10-K for the year ended December 31, 1998 (the
    1998 Form 10-K).                         
|       
|        | 10(i) |                         |  | Second amendment to Agreement of Limited
    Partnership of PCS Nitrogen Fertilizer, L.P. dated
    December 15, 2002.                                                                                                                                                                                                                                                                                                                                         
|       
|        | 10(j) |                         |  | Geismar Complex Services Agreement dated
    June 4, 1984, between Honeywell International, Inc. and
    Arcadian Corporation, incorporated by reference to
    Exhibit 10.4 to Arcadian Corporations Registration
    Statement on Form S-1 (File No. 33-34357).                                                                                                                                                                                             
|       
|        | 10(k) |                         |  | Esterhazy Restated Mining and Processing
    Agreement dated January 31, 1978, between International
    Minerals & Chemical Corporation (Canada) Limited and
    the registrants predecessor, incorporated by reference to
    Exhibit 10(e) to the F-1 Registration Statement.                                                                                                                                                                              
|       
|        | 10(l) |                         |  | Agreement dated December 21, 1990, between
    International Minerals & Chemical Corporation (Canada)
    Limited and the registrant, amending the Esterhazy Restated
    Mining and Processing Agreement dated January 31, 1978,
    incorporated by reference to Exhibit 10(p) to the
    registrants report on Form 10-K for the year ended
    December 31, 1990.                                                                                         
|       
|        | 10(m) |                         |  | Agreement effective August 27, 1998, between
    International Minerals & Chemical (Canada) Global
    Limited and the registrant, amending the Esterhazy Restated
    Mining and Processing Agreement dated January 31, 1978 (as
    amended), incorporated by reference to Exhibit 10(l) to the
    1998 Form 10-K.                                                                                                                                          

IV-2



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|        |        |                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------- | ------ | ----------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |        |                        
|Number  |        | Description of Document
|        |        |                        
|        | 10(n)  |                         |  | Agreement effective August 31, 1998, among
    International Minerals & Chemical (Canada) Global
    Limited, International Minerals & Chemical (Canada)
    Limited Partnership and the registrant assigning the interest in
    the Esterhazy Restated Mining and Processing Agreement dated
    January 31, 1978 (as amended) held by International
    Minerals & Chemical (Canada) Global Limited to
    International Minerals & Chemical (Canada) Limited
    Partnership, incorporated by reference to Exhibit 10(m) to
    the 1998 Form 10-K.                                                  
|       
|        | 10(o)  |                         |  | Operating Agreement dated May 11, 1993,
    between BP Chemicals Inc. and Arcadian Ohio, L.P., as
    amended by the First Amendment to the Operating Agreement dated
    as of November 20, 1995, between BP Chemicals Inc. and
    Arcadian Ohio, L.P. (the First Amendment),
    incorporated by reference to Exhibit 10.2 to Arcadian
    Partners L.P.s current report on Form 8-K for the
    report event dated May 11, 1993, except for the First
    Amendment which is incorporated by reference to Arcadian
    Corporations report on Form 10-K for the year ended
    December 31, 1995.
|       
|        | 10(p)  |                         |  | Second Amendment to Operating Agreement between
    BP Chemicals, Inc. and Arcadian Ohio, L.P., dated as of
    November 25, 1996, incorporated by reference to
    Exhibit 10(k) of the registrants report on
    Form 10-K for the year ended December 31, 1997 (the
    1997 Form 10-K).                                                                                                                                                                                                                                                                                                           
|       
|        | 10(q)  |                         |  | Manufacturing Support Agreement dated
    May 11, 1993, between BP Chemicals Inc. and Arcadian
    Ohio, L.P., incorporated by reference to Exhibit 10.3 to
    Arcadian Partners L.P.s current report on Form 8-K
    for the report event dated May 11, 1993.                                                                                                                                                                                                                                                                                                                                         
|       
|        | 10(r)  |                         |  | First Amendment to Manufacturing Support
    Agreement dated as of November 25, 1996, between
    BP Chemicals, Inc. and Arcadian Ohio, L.P., incorporated by
    reference to Exhibit 10(l) to the 1997 Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                      
|       
|        | 10(s)  |                         |  | Master Termination Agreement dated as of
    May 23, 2001, between Trinidad Ammonia Company, Limited
    Partnership and PCS Nitrogen Fertilizer, L.P., incorporated
    by reference to Exhibit 10(x) to the registrants
    report on Form 10-Q for the quarterly period ended
    June 30, 2001 (the Second Quarter 2001
    Form 10-Q).                                                                                                                                                                                                                                                           
|       
|        | 10(t)  |                         |  | Master Termination Agreement dated as of
    May 23, 2001, between Nitrogen Leasing Company, Limited
    Partnership and PCS Nitrogen Fertilizer, L.P., incorporated
    by reference to Exhibit 10(y) to the Second Quarter 2001
    Form 10-Q.                                                                                                                                                                                                                                                                                                                                                         
|       
|        | 10(u)  |                         |  | Potash Corporation of Saskatchewan Inc. Stock
    Option Plan  Directors, as amended January 23,
    2001, incorporated by reference to Exhibit 10(bb) to the
    Second Quarter 2001 Form 10-Q.                                                                                                                                                                                                                                                                                                                                                                                                        
|       
|        | 10(v)  |                         |  | Potash Corporation of Saskatchewan Inc. Stock
    Option Plan  Officers and Employees, as amended
    January 23, 2001, incorporated by reference to
    Exhibit 10(aa) to the 2000 Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                                          
|       
|        | 10(w)  |                         |  | Short-Term Incentive Plan of the registrant
    effective January 2000, incorporated by reference to
    Exhibit 10(z) to the registrants report on
    Form 10Q for the quarterly period ended March 31, 2000
    (the First Quarter 2000 Form 10-Q).                                                                                                                                                                                                                                                                                                                                                
|       
|        | 10(x)  |                         |  | Long-Term Incentive Plan of the registrant
    effective January 2000, incorporated by reference to
    Exhibit 10(aa) to the registrants report on
    Form 10-Q for the quarterly period ended June 30, 2000
    (the Second Quarter 2000 Form 10-Q).                                                                                                                                                                                                                                                                                                                                               
|       
|        | 10(y)  |                         |  | Long-Term Incentive Plan of the registrant,
    effective January 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       
|        | 10(z)  |                         |  | Resolution and Forms of Agreement for
    Supplemental Retirement Income Plan, for officers and key
    employees of the registrant, incorporated by reference to
    Exhibit 10(o) to the 1995 Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                               
|       
|        | 10(aa) |                         |  | Amending Resolution and revised forms of
    agreement regarding Supplemental Retirement Income Plan of the
    registrant, incorporated by reference to Exhibit 10(x) to
    the registrants report on Form 10-Q for the quarterly
    period ended June 30, 1996.                                                                                                                                                                                                                                                                                                                                     

IV-3



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|        |        |                         |  |                                                                                                                                                                                                                                                                                                                                                
|------- | ------ | ----------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |        |                        
|Number  |        | Description of Document
|        |        |                        
|        | 10(bb) |                         |  | Amended and restated Supplemental Retirement
    Income Plan of the registrant and text of amendment to existing
    supplemental income plan agreements, incorporated by reference
    to Exhibit (mm) to the registrants report on
    Form 10-Q for the quarterly period ended September 30,
    2000 (the Third Quarter 2000 Form 10-Q).
|       
|        | 10(cc) |                         |  | Form of Letter of amendment to existing
    supplemental income plan agreements of the registrant dated
    November 4, 2002.                                                                                                                                                                                                                  
|       
|        | 10(dd) |                         |  | Supplemental Retirement Benefits Plan for
    U.S. Executives dated effective January 1, 1999,
    incorporated by reference to Exhibit 10(aa) to the Second
    Quarter 2002 Form 10-Q.                                                                                                                                                       
|       
|        | 10(ee) |                         |  | Forms of Agreement dated December 30, 1994,
    between the registrant and certain officers of the registrant,
    concerning a change in control of the registrant, incorporated
    by reference to Exhibit 10(p) to the 1995 Form 10-K.                                                                                                     
|       
|        | 10(ff) |                         |  | Form of Agreement of Indemnification dated
    August 8, 1995, between the registrant and certain officers
    and directors of the registrant, incorporated by reference to
    Exhibit 10(q) to the 1995 Form 10-K.                                                                                                                          
|       
|        | 10(gg) |                         |  | Resolution and Form of Agreement of
    Indemnification dated January 24, 2001, incorporated by
    reference to Exhibit 10(ii) to the 2000 Form 10-K.                                                                                                                                                                                         
|       
|        | 10(hh) |                         |  | Chief Executive Officer Medical and Dental Plan,
    incorporated by reference to Exhibit 10(jj) to the 2000
    Form 10-K.                                                                                                                                                                                                                    
|       
|        | 10(ii) |                         |  | Second Amended and Restated Membership Agreement
    dated January 1, 1995, among Phosphate Chemicals Export
    Association, Inc. and members of such association, including
    Texasgulf Inc., incorporated by reference to Exhibit 10(t)
    to the 1995 Form 10-K.                                                                        
|       
|        | 10(jj) |                         |  | International Agency Agreement dated
    January 1, 1995, between Phosphate Chemicals Export
    Association, Inc. and Texasgulf Inc. establishing Texasgulf Inc.
    as exclusive marketing agent for such associations wet
    phosphatic materials, incorporated by reference to
    Exhibit 10(u) to the 1995 Form 10-K.                  
|       
|        | 10(kk) |                         |  | Royalty Agreement dated October 7, 1993, by
    and between the registrant and Rio Algom Limited, incorporated
    by reference to Exhibit 10(x) to the 1995 Form 10-K.                                                                                                                                                                        
|       
|        | 10(ll) |                         |  | Deferred Share Unit Plan for Non-Employee
    Directors, incorporated by reference to Exhibit 4.1 to the
    registrants Form S-8 (File No. 333-75742) filed
    December 21, 2001.                                                                                                                                                           
|       
|        | 11     |                         |  | Statement re Computation of Per Share Earnings.                                                                                                                                                                                                                                                                                                
|       
|        | 12     |                         |  | Computation of Ratio of Earnings to Fixed
    Charges, incorporated by reference to Exhibit 12 to the
    registrants report on Form 8-K dated
    February 27, 2003.                                                                                                                                                                         
|       
|        | 13     |                         |  | 2002 Annual Report. The 2002 Annual Report,
    except for those portions that are expressly incorporated by
    reference, are furnished for the information of the Commission
    and are not to be deemed filed as part of
    this filing.                                                                                               
|       
|        | 21     |                         |  | Subsidiaries of the registrant.                                                                                                                                                                                                                                                                                                                
|       
|        | 23     |                         |  | Consent of Deloitte & Touche LLP.                                                                                                                                                                                                                                                                                                              
|       
|        | 99(a)  |                         |  | Certification pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002. The Section 906 Certification
    is furnished for the information of the Commission and is not to
    be deemed filed as part of this filing.                                                                                                                  
|       
|        | 99(b)  |                         |  | 2003 Notice of Meeting, Proxy Circular and Form
    of Proxy. The 2003 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 this filing.       



|    |                    
|--- | -------------------
|(b) | Reports on Form 8-K

None.

IV-4



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##### 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
| |  |                                         |  | March 26, 2003                       

Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the
capacities and on the dates indicated.

|                                         |  |                                                                                                                   |  |               
|---------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------- |  | --------------
|Signature                                |  | Title                                                                                                             |  | Date          
|                                         |  |                                                                                                                   |  |               
|                                        
|/s/ DONALD E. PHILLIPSDonald E. Phillips |  | Chairman of the Board                                                                                             |  | March 26, 2003
|                                        
|/s/ WAYNE R. BROWNLEEWayne R. Brownlee   |  | Senior Vice President, Treasurer and Chief
    Financial Officer
    (Principal financial and accounting officer) |  | March 26, 2003
|                                        
|/s/ WILLIAM J. DOYLEWilliam J. Doyle     |  | President and Chief Executive Officer                                                                             |  | March 26, 2003
|                                        
|/s/ FREDERICK J. BLESIFrederick J. Blesi |  | Director                                                                                                          |  | March 26, 2003
|                                        
|/s/ DOUGLAS J. BOURNEDouglas J. Bourne   |  | Director                                                                                                          |  | March 26, 2003
|                                        
|/s/ WADE FETZER IIIWade Fetzer III       |  | Director                                                                                                          |  | March 26, 2003
|                                        
|/s/ DALLAS J. HOWEDallas J. Howe         |  | Director                                                                                                          |  | March 26, 2003
|                                        
|/s/ JEFFREY J. MCCAIGJeffrey J. McCaig   |  | Director                                                                                                          |  | March 26, 2003



---



##### Table of Contents



|                                                       |  |          |  |               
|------------------------------------------------------ |  | -------- |  | --------------
|Signature                                              |  | Title    |  | Date          
|                                                       |  |          |  |               
|                                                      
|/s/ MARY MOGFORDMary Mogford                           |  | Director |  | March 26, 2003
|                                                      
|/s/ PAUL J. SCHOENHALSPaul J. Schoenhals               |  | Director |  | March 26, 2003
|                                                      
|/s/ E. ROBERT STROMBERG, Q.C.E. Robert Stromberg, Q.C. |  | Director |  | March 26, 2003
|                                                      
|/s/ JACK G. VICQJack G. Vicq                           |  | Director |  | March 26, 2003
|                                                      
|/s/ THOMAS J. WRIGHTThomas J. Wright                   |  | Director |  | March 26, 2003



---



##### Table of Contents






CERTIFICATIONS

I, William J. Doyle, certify that:



|   |                                                                                                                                                                                                                                                                                                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | I have reviewed this annual report on
    Form 10-K of Potash Corporation of Saskatchewan Inc.;                                                                                                                                                                                                                                             
|  
|2. | Based on my knowledge, this annual report does
    not contain any untrue statement of a material fact or omit to
    state a material fact necessary to make the statements made, in
    light of the circumstances under which such statements were
    made, not misleading with respect to the period covered by this
    annual report;
|  
|3. | Based on my knowledge, the financial statements,
    and other financial information included in this annual report,
    fairly present in all material respects the financial condition,
    results of operations and cash flows of the registrant as of,
    and for, the periods presented in this annual report;                       
|  
|4. | The registrants other certifying officer
    and I are responsible for establishing and maintaining
    disclosure controls and procedures (as defined in Exchange Act
    Rules 13a-14 and 15d-14) for the registrant and
    we have:                                                                                                    



| |     |                                                                                                                                                                                                                                                                                                             
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | designed such disclosure controls and procedures
    to ensure that material information relating to the registrant,
    including its consolidated subsidiaries, is made known to us by
    others within those entities, particularly during the period in
    which this annual report is being prepared;
|
| | (b) | evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this annual
    report (the Evaluation Date); and                                                                                                      
|
| | (c) | presented in this annual report our conclusions
    about the effectiveness of the disclosure controls and
    procedures based on our evaluation as of the
    Evaluation Date;                                                                                                                            



|   |                                                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | The registrants other certifying officer
    and I have disclosed, based on our most recent evaluation, to
    the registrants auditors and the audit committee of
    registrants board of directors (or persons performing the
    equivalent functions):



| |     |                                                                                                                                                                                                                                                                                                                   
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | all significant deficiencies in the design or
    operation of internal controls which could adversely affect the
    registrants ability to record, process, summarize and
    report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | (b) | any fraud, whether or not material, that involves
    management or other employees who have a significant role in the
    registrants internal controls; and                                                                                                                                                    



|   |                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. | The registrants other certifying officers
    and I have indicated in this annual report whether or not there
    were significant changes in internal controls or in other
    factors that could significantly affect internal controls
    subsequent to the date of our most recent evaluation, including
    any corrective actions with regard to significant deficiencies
    and material weaknesses.

|                     |  |     |  |                                          
|-------------------- |  | --- |  | -----------------------------------------
|Date: March 26, 2003 |  | By: |  | /s/ WILLIAM J. DOYLE                     
|                     |  |     |  |                                          
|                     |  |     |  | William J. Doyle                         
|                     |  |     |  | President and Chief Executive
    Officer



---



##### Table of Contents



I, Wayne R. Brownlee, certify that:



|   |                                                                                                                                                                                                                                                                                                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | I have reviewed this annual report on
    Form 10-K of Potash Corporation of Saskatchewan Inc.;                                                                                                                                                                                                                                             
|  
|2. | Based on my knowledge, this annual report does
    not contain any untrue statement of a material fact or omit to
    state a material fact necessary to make the statements made, in
    light of the circumstances under which such statements were
    made, not misleading with respect to the period covered by this
    annual report;
|  
|3. | Based on my knowledge, the financial statements,
    and other financial information included in this annual report,
    fairly present in all material respects the financial condition,
    results of operations and cash flows of the registrant as of,
    and for, the periods presented in this annual report;                       
|  
|4. | The registrants other certifying officer
    and I are responsible for establishing and maintaining
    disclosure controls and procedures (as defined in Exchange Act
    Rules 13a-14 and 15d-14) for the registrant and
    we have:                                                                                                    



| |     |                                                                                                                                                                                                                                                                                                             
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | designed such disclosure controls and procedures
    to ensure that material information relating to the registrant,
    including its consolidated subsidiaries, is made known to us by
    others within those entities, particularly during the period in
    which this annual report is being prepared;
|
| | (b) | evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this annual
    report (the Evaluation Date); and                                                                                                      
|
| | (c) | presented in this annual report our conclusions
    about the effectiveness of the disclosure controls and
    procedures based on our evaluation as of the
    Evaluation Date;                                                                                                                            



|   |                                                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | The registrants other certifying officer
    and I have disclosed, based on our most recent evaluation, to
    the registrants auditors and the audit committee of
    registrants board of directors (or persons performing the
    equivalent functions):



| |     |                                                                                                                                                                                                                                                                                                                   
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | all significant deficiencies in the design or
    operation of internal controls which could adversely affect the
    registrants ability to record, process, summarize and
    report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | (b) | any fraud, whether or not material, that involves
    management or other employees who have a significant role in the
    registrants internal controls; and                                                                                                                                                    



|   |                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. | The registrants other certifying officers
    and I have indicated in this annual report whether or not there
    were significant changes in internal controls or in other
    factors that could significantly affect internal controls
    subsequent to the date of our most recent evaluation, including
    any corrective actions with regard to significant deficiencies
    and material weaknesses.

|                     |  |     |  |                                                                 
|-------------------- |  | --- |  | ----------------------------------------------------------------
|Date: March 26, 2003 |  | By: |  | /s/ WAYNE R. BROWNLEE                                           
|                     |  |     |  |                                                                 
|                     |  |     |  | Wayne R. Brownlee                                               
|                     |  |     |  | Senior Vice President, Treasurer and Chief
    Financial Officer



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PRINTED IN CANADA

O09156




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##### Table of Contents






EXHIBIT INDEX

|        |      |                         |  |                                                                                                                                                                                                                                                                                             
|------- | ---- | ----------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |                        
|Number  |      | Description of Document
|        |      |                        
|        | 3(a) |                         |  | Articles of Continuance of the registrant dated
    May 15, 2002, incorporated by reference to
    Exhibit 3(a) to the registrants report on
    Form 10-Q for the quarterly period ended June 30, 2002
    (the Second Quarter 2002 Form 10-Q).                                         
|       
|        | 3(b) |                         |  | Bylaws of the registrant effective May 15,
    2002, incorporated by reference to Exhibit 3(a) to the
    Second Quarter 2002 Form 10-Q.                                                                                                                                                    
|       
|        | 4(a) |                         |  | Term Credit Agreement between The Bank of Nova
    Scotia and other financial institutions and the registrant dated
    September 25, 2001, incorporated by reference to
    Exhibit 4(a) to the registrants report on
    Form 10-Q for the quarterly period ended September 30,
    2001.
|       
|        | 4(b) |                         |  | Indenture dated as of June 16, 1997, between
    the registrant and The Bank of Nova Scotia Trust Company of
    New York, incorporated by reference to Exhibit 4(a) to
    the registrants report on Form 8-K dated
    June 18, 1997 (the 1997 Form 8-K).                              
|       
|        | 4(c) |                         |  | Indenture dated as of February 27, 2003,
    between the registrant and The Bank of Nova Scotia Trust Company
    of New York.                                                                                                                                                              
|       
|        | 4(d) |                         |  | Form of Notes relating to the registrants
    offering of $400,000,000 principal amount of 7.125% Notes due
    June 15, 2007, incorporated by reference to
    Exhibit 4(b) to the 1997 Form 8-K.                                                                                         
|       
|        | 4(e) |                         |  | Form of Notes relating to the registrants
    offering of $600,000,000 principal amount of 7 3/4% Notes
    due May 31, 2011, incorporated by reference to
    Exhibit 4 to the registrants report on Form 8-K
    dated May 17, 2001.                                                    
|       
|        | 4(f) |                         |  | Form of Note relating to the registrants
    offering of $250,000,000 principal amount of 4.875% Notes due
    March 1, 2013, incorporated by reference to Exhibit 4
    to the registrants report on Form 8-K dated
    February 28, 2003.                                               

The registrant hereby undertakes to file with the
Securities and Exchange Commission, upon request, copies of any
constituent instruments defining the rights of holders of
long-term debt of the registrant or its subsidiaries that have
not been filed herewith because the amounts represented thereby
are less than 10% of the total assets of the registrant and its
subsidiaries on a consolidated basis.





---



##### Table of Contents



|        |       |                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------- | ----- | ----------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |                        
|Number  |       | Description of Document
|        |       |                        
|        | 10(a) |                         |  | Sixth Voting Agreement dated April 22, 1978,
    between Central Canada Potash, Division of Noranda, Inc.,
    Cominco Ltd., International Minerals and Chemical Corporation
    (Canada) Limited, PCS Sales and Texasgulf Inc.,
    incorporated by reference to Exhibit 10(f) to the
    registrants registration statement on Form F-1 (File
    No. 33-31303) (the F-1 Registration Statement).                                                         
|       
|        | 10(b) |                         |  | Canpotex Limited Shareholders Seventh Memorandum
    of Agreement effective April 21, 1978, between Central
    Canada Potash, Division of Noranda Inc., Cominco Ltd.,
    International Minerals and Chemical Corporation (Canada)
    Limited, PCS Sales, Texasgulf Inc. and Canpotex Limited as
    amended by Canpotex S&P amending agreement dated
    November 4, 1987, incorporated by reference to
    Exhibit 10(g) to the F-1 Registration Statement.
|       
|        | 10(c) |                         |  | Producer Agreement dated April 21, 1978,
    between Canpotex Limited and PCS Sales, incorporated by
    reference to Exhibit 10(h) to the F-1 Registration
    Statement.                                                                                                                                                                                                                                                                                     
|       
|        | 10(d) |                         |  | Canpotex/PCS Amending Agreement dated as of
    October 1, 1992, incorporated by reference to
    Exhibit 10(f) to the registrants report on
    Form 10-K for the year ended December 31, 1995 (the
    1995 Form 10-K).                                                                                                                                                                                                                                   
|       
|        | 10(e) |                         |  | Canpotex PCA Collateral Withdrawing/PCS Amending
    Agreement dated as of October 7, 1993, incorporated by
    reference to Exhibit 10(g) to the 1995 Form 10-K.                                                                                                                                                                                                                                                                                              
|       
|        | 10(f) |                         |  | Canpotex Producer Agreement amending agreement
    dated as of January 1, 1999, incorporated by reference to
    Exhibit 10(f) to the registrants report on
    Form 10-K for the year ended December 31, 2000 (the
    2000 Form 10-K).                                                                                                                                                                                                                    
|       
|        | 10(g) |                         |  | Form of Agreement of Limited Partnership of
    Arcadian Fertilizer, L.P. dated as of March 3, 1992,
    and the related Certificate of Limited Partnership of Arcadian
    Fertilizer, L.P., filed with the Secretary of State of the
    State of Delaware on March 3, 1992, incorporated by
    reference to Exhibits 3.1 and 3.2 to Arcadian Partners
    L.P.s Registration Statement on Form S-1 (File
    No. 33-45828).                               
|       
|        | 10(h) |                         |  | Amendment to Agreement of Limited Partnership of
    Arcadian Fertilizer, L.P. and related Certificates of
    Limited Partnership of Arcadian Fertilizer, L.P. filed with
    the Secretary of State of the State of Delaware on March 6,
    1997 and November 26, 1997, incorporated by reference to
    Exhibit 10(f) to the registrants report on
    Form 10-K for the year ended December 31, 1998 (the
    1998 Form 10-K).                         
|       
|        | 10(i) |                         |  | Second amendment to Agreement of Limited
    Partnership of PCS Nitrogen Fertilizer, L.P. dated
    December 15, 2002.                                                                                                                                                                                                                                                                                                                                         
|       
|        | 10(j) |                         |  | Geismar Complex Services Agreement dated
    June 4, 1984, between Honeywell International, Inc. and
    Arcadian Corporation, incorporated by reference to
    Exhibit 10.4 to Arcadian Corporations Registration
    Statement on Form S-1 (File No. 33-34357).                                                                                                                                                                                             
|       
|        | 10(k) |                         |  | Esterhazy Restated Mining and Processing
    Agreement dated January 31, 1978, between International
    Minerals & Chemical Corporation (Canada) Limited and
    the registrants predecessor, incorporated by reference to
    Exhibit 10(e) to the F-1 Registration Statement.                                                                                                                                                                              
|       
|        | 10(l) |                         |  | Agreement dated December 21, 1990, between
    International Minerals & Chemical Corporation (Canada)
    Limited and the registrant, amending the Esterhazy Restated
    Mining and Processing Agreement dated January 31, 1978,
    incorporated by reference to Exhibit 10(p) to the
    registrants report on Form 10-K for the year ended
    December 31, 1990.                                                                                         
|       
|        | 10(m) |                         |  | Agreement effective August 27, 1998, between
    International Minerals & Chemical (Canada) Global
    Limited and the registrant, amending the Esterhazy Restated
    Mining and Processing Agreement dated January 31, 1978 (as
    amended), incorporated by reference to Exhibit 10(l) to the
    1998 Form 10-K.                                                                                                                                          





---



##### Table of Contents



|        |        |                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------- | ------ | ----------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |        |                        
|Number  |        | Description of Document
|        |        |                        
|        | 10(n)  |                         |  | Agreement effective August 31, 1998, among
    International Minerals & Chemical (Canada) Global
    Limited, International Minerals & Chemical (Canada)
    Limited Partnership and the registrant assigning the interest in
    the Esterhazy Restated Mining and Processing Agreement dated
    January 31, 1978 (as amended) held by International
    Minerals & Chemical (Canada) Global Limited to
    International Minerals & Chemical (Canada) Limited
    Partnership, incorporated by reference to Exhibit 10(m) to
    the 1998 Form 10-K.                                                  
|       
|        | 10(o)  |                         |  | Operating Agreement dated May 11, 1993,
    between BP Chemicals Inc. and Arcadian Ohio, L.P., as
    amended by the First Amendment to the Operating Agreement dated
    as of November 20, 1995, between BP Chemicals Inc. and
    Arcadian Ohio, L.P. (the First Amendment),
    incorporated by reference to Exhibit 10.2 to Arcadian
    Partners L.P.s current report on Form 8-K for the
    report event dated May 11, 1993, except for the First
    Amendment which is incorporated by reference to Arcadian
    Corporations report on Form 10-K for the year ended
    December 31, 1995.
|       
|        | 10(p)  |                         |  | Second Amendment to Operating Agreement between
    BP Chemicals, Inc. and Arcadian Ohio, L.P., dated as of
    November 25, 1996, incorporated by reference to
    Exhibit 10(k) of the registrants report on
    Form 10-K for the year ended December 31, 1997 (the
    1997 Form 10-K).                                                                                                                                                                                                                                                                                                           
|       
|        | 10(q)  |                         |  | Manufacturing Support Agreement dated
    May 11, 1993, between BP Chemicals Inc. and Arcadian
    Ohio, L.P., incorporated by reference to Exhibit 10.3 to
    Arcadian Partners L.P.s current report on Form 8-K
    for the report event dated May 11, 1993.                                                                                                                                                                                                                                                                                                                                         
|       
|        | 10(r)  |                         |  | First Amendment to Manufacturing Support
    Agreement dated as of November 25, 1996, between
    BP Chemicals, Inc. and Arcadian Ohio, L.P., incorporated by
    reference to Exhibit 10(l) to the 1997 Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                      
|       
|        | 10(s)  |                         |  | Master Termination Agreement dated as of
    May 23, 2001, between Trinidad Ammonia Company, Limited
    Partnership and PCS Nitrogen Fertilizer, L.P., incorporated
    by reference to Exhibit 10(x) to the registrants
    report on Form 10-Q for the quarterly period ended
    June 30, 2001 (the Second Quarter 2001
    Form 10-Q).                                                                                                                                                                                                                                                           
|       
|        | 10(t)  |                         |  | Master Termination Agreement dated as of
    May 23, 2001, between Nitrogen Leasing Company, Limited
    Partnership and PCS Nitrogen Fertilizer, L.P., incorporated
    by reference to Exhibit 10(y) to the Second Quarter 2001
    Form 10-Q.                                                                                                                                                                                                                                                                                                                                                         
|       
|        | 10(u)  |                         |  | Potash Corporation of Saskatchewan Inc. Stock
    Option Plan  Directors, as amended January 23,
    2001, incorporated by reference to Exhibit 10(bb) to the
    Second Quarter 2001 Form 10-Q.                                                                                                                                                                                                                                                                                                                                                                                                        
|       
|        | 10(v)  |                         |  | Potash Corporation of Saskatchewan Inc. Stock
    Option Plan  Officers and Employees, as amended
    January 23, 2001, incorporated by reference to
    Exhibit 10(aa) to the 2000 Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                                          
|       
|        | 10(w)  |                         |  | Short-Term Incentive Plan of the registrant
    effective January 2000, incorporated by reference to
    Exhibit 10(z) to the registrants report on
    Form 10Q for the quarterly period ended March 31, 2000
    (the First Quarter 2000 Form 10-Q).                                                                                                                                                                                                                                                                                                                                                
|       
|        | 10(x)  |                         |  | Long-Term Incentive Plan of the registrant
    effective January 2000, incorporated by reference to
    Exhibit 10(aa) to the registrants report on
    Form 10-Q for the quarterly period ended June 30, 2000
    (the Second Quarter 2000 Form 10-Q).                                                                                                                                                                                                                                                                                                                                               
|       
|        | 10(y)  |                         |  | Long-Term Incentive Plan of the registrant,
    effective January 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       
|        | 10(z)  |                         |  | Resolution and Forms of Agreement for
    Supplemental Retirement Income Plan, for officers and key
    employees of the registrant, incorporated by reference to
    Exhibit 10(o) to the 1995 Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                               
|       
|        | 10(aa) |                         |  | Amending Resolution and revised forms of
    agreement regarding Supplemental Retirement Income Plan of the
    registrant, incorporated by reference to Exhibit 10(x) to
    the registrants report on Form 10-Q for the quarterly
    period ended June 30, 1996.                                                                                                                                                                                                                                                                                                                                     





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##### Table of Contents



|        |        |                         |  |                                                                                                                                                                                                                                                                                                                                                
|------- | ------ | ----------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |        |                        
|Number  |        | Description of Document
|        |        |                        
|        | 10(bb) |                         |  | Amended and restated Supplemental Retirement
    Income Plan of the registrant and text of amendment to existing
    supplemental income plan agreements, incorporated by reference
    to Exhibit (mm) to the registrants report on
    Form 10-Q for the quarterly period ended September 30,
    2000 (the Third Quarter 2000 Form 10-Q).
|       
|        | 10(cc) |                         |  | Form of Letter of amendment to existing
    supplemental income plan agreements of the registrant dated
    November 4, 2002.                                                                                                                                                                                                                  
|       
|        | 10(dd) |                         |  | Supplemental Retirement Benefits Plan for
    U.S. Executives dated effective January 1, 1999,
    incorporated by reference to Exhibit 10(aa) to the Second
    Quarter 2002 Form 10-Q.                                                                                                                                                       
|       
|        | 10(ee) |                         |  | Forms of Agreement dated December 30, 1994,
    between the registrant and certain officers of the registrant,
    concerning a change in control of the registrant, incorporated
    by reference to Exhibit 10(p) to the 1995 Form 10-K.                                                                                                     
|       
|        | 10(ff) |                         |  | Form of Agreement of Indemnification dated
    August 8, 1995, between the registrant and certain officers
    and directors of the registrant, incorporated by reference to
    Exhibit 10(q) to the 1995 Form 10-K.                                                                                                                          
|       
|        | 10(gg) |                         |  | Resolution and Form of Agreement of
    Indemnification dated January 24, 2001, incorporated by
    reference to Exhibit 10(ii) to the 2000 Form 10-K.                                                                                                                                                                                         
|       
|        | 10(hh) |                         |  | Chief Executive Officer Medical and Dental Plan,
    incorporated by reference to Exhibit 10(jj) to the 2000
    Form 10-K.                                                                                                                                                                                                                    
|       
|        | 10(ii) |                         |  | Second Amended and Restated Membership Agreement
    dated January 1, 1995, among Phosphate Chemicals Export
    Association, Inc. and members of such association, including
    Texasgulf Inc., incorporated by reference to Exhibit 10(t)
    to the 1995 Form 10-K.                                                                        
|       
|        | 10(jj) |                         |  | International Agency Agreement dated
    January 1, 1995, between Phosphate Chemicals Export
    Association, Inc. and Texasgulf Inc. establishing Texasgulf Inc.
    as exclusive marketing agent for such associations wet
    phosphatic materials, incorporated by reference to
    Exhibit 10(u) to the 1995 Form 10-K.                  
|       
|        | 10(kk) |                         |  | Royalty Agreement dated October 7, 1993, by
    and between the registrant and Rio Algom Limited, incorporated
    by reference to Exhibit 10(x) to the 1995 Form 10-K.                                                                                                                                                                        
|       
|        | 10(ll) |                         |  | Deferred Share Unit Plan for Non-Employee
    Directors, incorporated by reference to Exhibit 4.1 to the
    registrants Form S-8 (File No. 333-75742) filed
    December 21, 2001.                                                                                                                                                           
|       
|        | 11     |                         |  | Statement re Computation of Per Share Earnings.                                                                                                                                                                                                                                                                                                
|       
|        | 12     |                         |  | Computation of Ratio of Earnings to Fixed
    Charges, incorporated by reference to Exhibit 12 to the
    registrants report on Form 8-K dated
    February 27, 2003.                                                                                                                                                                         
|       
|        | 13     |                         |  | 2002 Annual Report. The 2002 Annual Report,
    except for those portions that are expressly incorporated by
    reference, are furnished for the information of the Commission
    and are not to be deemed filed as part of
    this filing.                                                                                               
|       
|        | 21     |                         |  | Subsidiaries of the registrant.                                                                                                                                                                                                                                                                                                                
|       
|        | 23     |                         |  | Consent of Deloitte & Touche LLP.                                                                                                                                                                                                                                                                                                              
|       
|        | 99(a)  |                         |  | Certification pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002. The Section 906 Certification
    is furnished for the information of the Commission and is not to
    be deemed filed as part of this filing.                                                                                                                  
|       
|        | 99(b)  |                         |  | 2003 Notice of Meeting, Proxy Circular and Form
    of Proxy. The 2003 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 this filing.