##### Table of Contents









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,
2003

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 30, 2003, the aggregate market value of the 52,183,854
Common Shares held by non-affiliates of the registrant was
approximately $3,339,766,680.

At
February 29, 2004, the registrant had
53,367,413 Common Shares outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions
of the registrants Annual Report to Shareholders for the
fiscal year ended December 31, 2003 (the 2003 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 6, 2004 (the 2004
Proxy Circular), attached as Exhibit 99, are
incorporated by reference into Part III.



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DEFINED TERMS

Potash Corporation of Saskatchewan Inc. is a
corporation organized under the laws of Canada. As used in this
document, the term PCS refers to Potash Corporation
of Saskatchewan Inc. and the terms we,
us, our, PotashCorp and the
Company refer to PCS and, as applicable, PCS and its
direct and indirect subsidiaries as a group.

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 our future financial performance. Statements
containing words such as could, expect,
may, anticipate, believe,
intend, estimate, plan and
similar expressions constitute forward-looking statements. We
disclaim 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 our markets, which can cause volatility in the
    prices of our 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 our nitrogen products, and
    risks associated with our 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 our phosphate operations;                                                                                               
|
| |  | fluctuations in the cost of transportation and
    distribution of our raw materials and products, including ocean
    freight;                                                                                                                   
|
| |  | unexpected geological conditions;                                                                                                                                                                                                                 
|
| |  | 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 our costs of
    compliance and otherwise affect our business; and                                                                               
|
| |  | acquisitions we may undertake in the future.                                                                                                                                                                                                      

We sell 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 our business or on our
results of operations and financial condition.





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TABLE OF CONTENTS



|              |  |  |  |  |  |  |  | 
|------------- |  |  |  |  |  |  |  | 
|PART I       
|PART II      
|PART III     
|PART IV      
|SIGNATURES   
|Exhibit 11   
|Exhibit 12   
|Exhibit 13   
|Exhibit 21   
|Exhibit 23   
|Exhibit 31(A)
|Exhibit 31(B)
|Exhibit 32   
|Exhibit 99   



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PART I

ITEMS 1 and
2.     Business and
Properties.

General

We are one of the worlds largest integrated
fertilizer and related industrial and feed products companies.
In 2003, our potash operations represented an estimated 16% of
global production, 23% of global potash capacity and 69% of
global potash excess capacity. We are the fourth largest
producer of phosphates worldwide by capacity. In 2003, our
phosphate operations represented an estimated 6% of world
phosphoric acid production. We are the third largest producer of
nitrogen products worldwide by capacity. In 2003, our nitrogen
operations represented an estimated 2% of world ammonia
production.

Our potash is produced from six mines in
Saskatchewan and one mine in New Brunswick. Of these mines,
we own and operate five in Saskatchewan and the one in
New Brunswick.

Our 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. We believe that our North
Carolina facility is the worlds largest integrated
phosphate mine and processing plant. We also have a phosphate
mine and two chemical plant complexes in northern Florida, three
stand alone phosphate feed plants in the United States and one
feed plant in Brazil. In addition, we produce a variety of
phosphate products at our Geismar, Louisiana facility.

Our nitrogen operations involve the production of
nitrogen fertilizers and nitrogen feed and industrial products,
including ammonia, urea, nitrogen solutions, ammonium nitrate
and nitric acid. We have nitrogen facilities in Georgia,
Louisiana, Ohio, Tennessee and Trinidad.

Through Florida Favorite Fertilizer in Florida
and Farmers Favorite Fertilizer in Georgia and Alabama, we
manufacture, process and distribute fertilizer and other
agricultural supplies from plants located in Florida, Alabama
and Georgia.

We are organized under the laws of Canada. Our
principal executive offices are located at
122 1st Avenue South, Suite 500, Saskatoon,
Saskatchewan, Canada S7K 7G3, and our telephone number is
(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, we acquired
substantial interests in the Saskatchewan potash industry. We
purchased the Cory mine in 1976, the Rocanville and Lanigan
mines in 1977, and, by 1990, 100% of the Allan mine when we
acquired all of the outstanding shares of Saskterra
Fertilizers Ltd.

In 1989, the Province of Saskatchewan privatized
PCS. While the Province initially retained an ownership interest
in PCS, this interest had been reduced to zero by the end of
1993. Since 1993, we have made the following acquisitions of
significance to the development of our company:



| |   |                                                                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the New Brunswick potash mine and port facilities
    and our Patience Lake mine in Saskatchewan in 1993;                                                      
|
| |  | PCS Phosphate Company, Inc. (formerly Texasgulf
    Inc.) and White Springs Agricultural Chemicals, Inc., phosphate
    fertilizer and feed producers, in 1995;
|
| |  | Arcadian Corporation, a producer of nitrogen
    fertilizer, industrial and feed products in 1997;                                                             
|
| |  | PCS Cassidy Lake, a potash mill facility located
    at Clover Hill, New Brunswick in 1998;                                                                    
|
| |  | PCS Yumbes S.C.M. (formerly Minera Yolanda
    S.C.M.), a Chilean sodium nitrate and potassium nitrate
    producer, in 1999;                                  
|
| |  | PCS Purified Phosphates (formerly a joint venture
    we had with Albright & Wilson Americas Inc.), a
    phosphoric acid joint venture, in 2000;              

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| |   |                                                                                                                                                                                                                               
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | an animal feed plant in Brazil in March 2000 from
    Mitsui Company;                                                                                                                                                         
|
| |  | 20% of the total outstanding equity of Sociedad
    Química y Minera de Chile S.A., or SQM, a Chilean
    specialty fertilizer, iodine and lithium company, in
    transactions in October 2001 and April and May of 2002; and
|
| |  | an animal feed plant in Joplin, Missouri together
    with a related animal feed distribution business in
    March 2002.                                                                                                     

In 2003, we made the following significant
acquisitions and dispositions: In October 2003, we purchased 26%
of the shares of Arab Potash Company from Jordan Investment
Corporation, an arm of the Jordanian government, for
approximately $178 million. In November 2003, we entered
into an agreement with SQM to sell the shares of PCS Yumbes for
an aggregate purchase price of $35 million, subject to
adjustments. This transaction is expected to close no later than
December 31, 2004.

Potash Operations

Our potash operations include the mining and
production of potash, which is predominantly used
as fertilizer.

Properties

All potash produced by the Company in
Saskatchewan is in the southern half of the Province, where
extensive potash deposits are found. The potash ore is contained
in a predominantly rock salt formation known as the prairie
evaporites, which lie about 3,000 feet below the surface.
The evaporite deposits, which are bounded by limestone
formations and contain the potash beds of approximately 8
to 17 feet thickness. Three potash deposits of economic
importance occur in the Province, the Esterhazy, Belle Plaine
and Patience Lake members. 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
effective through December 31, 2026, IMC Esterhazy Canada
Limited Partnership (IMC) mines and processes our
mineral rights at the Esterhazy mine. We have 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 we are 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, 2004, we have notified IMC that we require
952,500 tonnes of finished product. Water inflow at the
Esterhazy mine has continued, to a greater or lesser degree,
since December 1985. We share, on an annual basis, in such water
inflow remediation costs.

We also produce potash at our mine near Sussex,
New Brunswick from the flank of an elongated salt structure. We
produce granular product at our Cassidy Lake, New Brunswick
facility using standard grade product from certain of our other
mine sites. We also hold an interest in certain oil and gas
rights within the vicinity of the New Brunswick mine. Natural
gas has been discovered and we, in conjunction with Corridor
Resources Inc., now supply the New Brunswick facility with
natural gas to meet its fuel needs. 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 has taken place. We are exploring this potash
deposit for possible future development.

We control the right to mine 613,559 acres of
land in Saskatchewan. Included in these holdings are mineral
rights to 506,803 acres contained in blocks around the six mines
in which we have an interest, of which acres we own
approximately 36%, approximately 50% are under lease from the
Province of Saskatchewan and approximately 14% are leased from
other parties. Our remaining 106,756 acres are located elsewhere
in Saskatchewan. Our leases with the Province of Saskatchewan
are for 21 year terms, renewable at our option. Our
significant leases with other parties are also for 21 year
terms. Such leases are renewable at our option, providing
generally that production is continuing or, in one case, that
there is continuation of the

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Crown lease. In New Brunswick, we mine
pursuant to a mining lease with the Province of New Brunswick.
The lease is for a term of 21 years from 1978 with renewal
provisions for three additional 21 years periods.


The following map shows the location of our
Canadian mining operations.

(POTASH MINING OPERATIONS MAP)

PCS Yumbes, which we acquired in 1999, holds
mining concessions on certain sodium nitrate deposits in the
Atacama desert in northern Chile. In November 2003, we entered
into an agreement with SQM to sell our interest in
PCS Yumbes.

Production

We produce 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 warm brine and pumped to the surface for
processing. Approximately 12 grades of potash are produced
to suit different preferences of the various markets.

In 2003, our conventional potash operations
(including Esterhazy) mined 18.9 million tonnes of ore at
an average grade of 22.76% potassium oxide (K2O). In
2003, our potash production from all our operations (including
Esterhazy) consisted of 7.094 million tonnes of potash
(KCl) with an average grade of 61.06% K2O,
representing 44% of North American production.

Our 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 2003,
our production capacity represented an estimated 53% of the
North American total capacity while our excess capacity was an
estimated 75% of North American excess production capacity. We
allocate production among our mines on the basis of various
factors, including cost efficiency and the grades of product
that can be produced. The Patience Lake mine, which was
originally a conventional underground mine, now employs a
solution mining method, while the other Saskatchewan mines we
own or in which we have 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 0.57 million tonnes of sodium chloride
(salt) in 2003. We continue to incur costs at the
New Brunswick division in relation to management of a brine
inflow.

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The following table sets forth, for each of the
past three years, the production of ore, grade and finished
product for each of our mines.

|                 |  |             |       |                 |  |                 |        |                 |  |            |       |       |  |            |       |            |  |       |        |            |  |  |       |  |  |  |       |  |  |  |        |  |  |  |       |  |  |  |       | 
|---------------- |  | ----------- | ----- | --------------- |  | --------------- | ------ | --------------- |  | ---------- | ----- | ----- |  | ---------- | ----- | ---------- |  | ----- | ------ | ---------- |  |  | ----- |  |  |  | ----- |  |  |  | ------ |  |  |  | ----- |  |  |  | ----- | 
|                 |  |             |       |                 |  |                 |        |                
|                 |  |             |       | 2003 Production |  | 2002 Production |        | 2001 Production
|                 |  |             |       |                 |  |                 |        |                
|                 |  |             |       |                 |  | Finished        |        |                 |  | Finished   |       |       |  | Finished  
|                 |  |             |       | Ore             |  |                 |        | Product         |  | Ore        |       |       |  | Product    |       | Ore        |  |       |        | Product   
|                 |  | Annual      |       | (millions       |  | Grade           |        | (millions       |  | (millions  |       | Grade |  | (millions  |       | (millions  |  | Grade |        | (millions 
|                 |  | Capacity(3) |       | of tonnes)      |  | % K2O           |        | of tonnes)      |  | of tonnes) |       | % K2O |  | of tonnes) |       | of tonnes) |  | % K2O |        | of tonnes)
|                 |  |             |       |                 |  |                 |        |                 |  |            |       |       |  |            |       |            |  |       |        |           
|Lanigan          |  |             | 3.828 |                 |  |                 | 5.359  |                 |  |            | 20.63 |       |  |            | 1.488 |            |  |       | 4.947  |            |  |  | 19.92 |  |  |  | 1.424 |  |  |  | 4.756  |  |  |  | 20.82 |  |  |  | 1.354 | 
|Rocanville       |  |             | 2.295 |                 |  |                 | 5.999  |                 |  |            | 23.50 |       |  |            | 1.989 |            |  |       | 5.060  |            |  |  | 23.26 |  |  |  | 1.700 |  |  |  | 4.767  |  |  |  | 23.21 |  |  |  | 1.593 | 
|Allan            |  |             | 1.885 |                 |  |                 | 2.790  |                 |  |            | 24.78 |       |  |            | 0.934 |            |  |       | 2.537  |            |  |  | 24.43 |  |  |  | 0.864 |  |  |  | 2.352  |  |  |  | 24.11 |  |  |  | 0.768 | 
|Cory             |  |             | 1.361 |                 |  |                 | 2.459  |                 |  |            | 25.03 |       |  |            | 0.730 |            |  |       | 2.376  |            |  |  | 24.96 |  |  |  | 0.677 |  |  |  | 2.515  |  |  |  | 25.08 |  |  |  | 0.747 | 
|Patience Lake(1) |  |             | 1.033 |                 |  |                 |        |                 |  |            |       |       |  |            | 0.251 |            |  |       |        |            |  |  |       |  |  |  | 0.230 |  |  |  |        |  |  |  |       |  |  |  | 0.241 | 
|New Brunswick    |  |             | 0.785 |                 |  |                 | 2.311  |                 |  |            | 23.21 |       |  |            | 0.749 |            |  |       | 1.828  |            |  |  | 22.97 |  |  |  | 0.599 |  |  |  | 1.876  |  |  |  | 22.83 |  |  |  | 0.609 | 
|                 |  |             |       |                 |  |                 |        |                 |  |            |       |       |  |            |       |            |  |       |        |            |  |  |       |  |  |  |       |  |  |  |        |  |  |  |       |  |  |  |       | 
|Totals(2)        |  |             |       |                 |  |                 | 18.918 |                 |  |            |       |       |  |            | 6.141 |            |  |       | 16.748 |            |  |  |       |  |  |  | 5.494 |  |  |  | 16.266 |  |  |  |       |  |  |  | 5.312 | 
|                 |  |             |       |                 |  |                 |        |                 |  |            |       |       |  |            |       |            |  |       |        |            |  |  |       |  |  |  |       |  |  |  |        |  |  |  |       |  |  |  |       | 






|    |               
|--- | --------------
|(1) | Solution mine.



|    |                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------
|(2) | Does not include Finished Product from Esterhazy
    of .953 for each of 2003 and 2002 and .816 for 2001.
|   
|(3) | million tonnes of Finished Product (KCl).                                                                

The mining of potash is a capital-intensive
business subject to the normal risks and capital expenditure
requirements associated with mining operations. The processing
of ore may be subject to delays and costs resulting from
mechanical failures and such hazards as unusual or unexpected
geological formations, subsidence, floods and other water
inflows, and other conditions involved in mining ore.

Reserves

The Companys 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. Reserves are estimated by identifying
material in place that is delineated on at least two sides and
material in place within a one mile radius or distance from an
existing sampled mine entry. A historical extraction ratio from
the thirty to thirty five years of mining results is then
applied to estimate the reserves. Mineral Resources beyond the
reserve calculations are contained within a seven to
ten mile economic radius of the existing shafts depending
upon travel conditions. The Companys estimated recoverable
ore as of December 31, 2003 for each of our Saskatchewan
mines is as follows:

|           |  |                     |     |                   |  |                        |       |  |  |  |       | 
|---------- |  | ------------------- | --- | ----------------- |  | ---------------------- | ----- |  |  |  | ----- | 
|           |  |                     |     |                  
|           |  | Reserves            |     | Mineral Resources
|           |  |                     |     |                  
|           |  | Tonnes(1)(2)(3)     |     | Average           |  | Tonnes                
|           |  | (millions of tonnes |     | Grade             |  | (millions of tonnes of
|           |  | of recoverable ore) |     | (K2O)             |  | recoverable ore)(2)(3)
|           |  |                     |     |                   |  |                       
|Allan      |  |                     | 253 |                   |  |                        | 25.9% |  |  |  | 960   | 
|Cory       |  |                     | 202 |                   |  |                        | 25.1% |  |  |  | 830   | 
|Lanigan    |  |                     | 437 |                   |  |                        | 22.0% |  |  |  | 1,300 | 
|Rocanville |  |                     | 386 |                   |  |                        | 22.5% |  |  |  | 200   | 






|    |                                                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | There has been no third party review of reserve
    estimates within the last three years.                                                                                   
|   
|(2) | The extraction ratio of recoverable ore to in
    place material for each mine is as follows: Allan 0.32,
    Cory 0.26, Lanigan 0.30 and Rocanville 0.33                    
|   
|(3) | The concentration of recoverable ore tonnes to
    finished product (KCl) for each of the divisions is as follows:
    Allan 2.904, Cory 3.39, Lanigan 3.5, Rocanville 3.003.

The Company believes that, based on its estimates
of reserves and resources and with production rates at full
capacity and utilizing current technology, each of the Allan,
Cory and Lanigan mines has a life in excess of 100 years
and the Rocanville mine has a life in excess of 84 years.

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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 life of at least
40 years for the existing mine workings. Estimates are made
utilizing the ore surfaces available for dissolution in the
abandoned mine workings, the concentration of the circulated
brine recovered from the mine, annual evaporation rates from the
ponds and the annual rate of KCL recovered from the ponds.

Based on geophysics, exploration drill hole data,
definition drilling underground and actual mining results, the
Company estimates reserves of 89.5 million tonnes of
recoverable ore at an average grade of 25.6% and
29.3 million tonnes of estimated finished product (KCI) at
its New Brunswick mine. The Company believes that, based upon
its reserve and resource estimates, the New Brunswick mine has a
life of approximately 80 years with production at full
capacity.

Phosphate Operations

We mine phosphate ore and manufacture solid and
liquid fertilizers, animal feed supplements and purified
phosphoric acid which is used in food products and industrial
processes.

Properties

We conduct our phosphate operations primarily at
two facilities, one a 35,000-acre facility near Aurora, North
Carolina and the other a 100,580-acre facility near White
Springs in northern Florida. We believe the Aurora facility to
be the largest integrated phosphate mine and phosphate
processing complex at one site in the world. The Aurora facility
includes a six million tonne per-year mining operation, four
sulfuric acid plants, four phosphoric acid plants, a purified
acid plant, a liquid fertilizer plant, a superphosphoric acid
(SPA) plant, two diammonium phosphate (DAP) plants, a
defluorinated phosphate (DFP) animal feed plant and a solid
fertilizer plant capable of producing DAP, granular triple
superphosphate (GTSP) or monoammonium phosphate (MAP).
Expansion of our 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 White Springs facility is the third largest
P2O5 producer, by capacity, in the United
States. 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 SPA plant, a dicalcium phosphate plant and a DFP plant
located at the Suwannee River complex and two sulfuric acid
plants, a phosphoric acid plant and superphosphoric plant
located at the Swift Creek complex.

The location of our Aurora and White Springs
mining operations are as shown on the following map.

(PHOSPHATE MINING OPERATIONS MAP)

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At our Geismar, Louisiana facility, we
manufacture 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 SPA plant,
and a liquid fertilizer plant. A significant portion of the
phosphoric acid produced at the Geismar facility is sold as
feedstock to Rhodia Inc. for use in its neighboring purified
acid plant. Our other phosphate properties include:



| |   |                                                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------
| |  | animal feed plants in 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 animal feed plant at Kinston, North Carolina
ceased production during the first quarter of 2003.

|                        |  |                                                                                        |                                 | 
|----------------------- |  | -------------------------------------------------------------------------------------- | ------------------------------- | 
|Plant Locations         |  | Phosphate Products Produced                                                           
|                        |  |                                                                                       
|Aurora, North Carolina  |  | DAP, GTSP, MAP, SPA, Animal Feed,Merchant Grade Phosphoric Acid (MGA), purified acid
|White Springs, Florida  |  |                                                                                        | SPA, DAP, MAP, MGA, Animal Feed | 
|Cincinnati, Ohio        |  |                                                                                        | Blended purified acid products  | 
|Geismar, Louisiana      |  |                                                                                        | MGA, SPA, liquid fertilizer     | 
|Marseilles, Illinois    |  |                                                                                        | Animal Feed                     | 
|Weeping Water, Nebraska |  |                                                                                        | Animal Feed                     | 
|Joplin, Missouri        |  |                                                                                        | Animal Feed                     | 
|Sao Vincente, Brazil    |  |                                                                                        | Animal Feed                     | 

Production

We extract 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
our 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 our mines is currently 9.6 million
tonnes of phosphate rock. During 2003, the Aurora
facilitys total production of phosphate rock was
3.08 million tonnes and the White Springs facilitys
total production of phosphate rock was 2.69 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.

Phosphate rock is the major input in our
phosphorus processing operations. Substantially all of the
phosphate rock produced is used internally for the production of
phosphoric acid, SPA, chemical fertilizers, purified phosphoric
acid and animal feed products. Unlike the Aurora and White
Springs operations, the Geismar facility does not mine phosphate
rock. 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 we require are sulfur, sulfuric acid and ammonia. The
production of phosphoric acid requires substantial quantities of
sulfur, which we purchase from third parties. In December 1997,
we entered into a ten-year supply contract with an offshore
supplier to supply a portion of our sulfur requirements. In
connection therewith, we built a multipurpose ocean-going vessel
to ship such sulfur and to handle sulfuric acid, phosphoric acid
and other chemicals. We produce sulfuric acid at the Aurora
facility, White Springs facility and Geismar facility and
purchase additional sulfuric acid from unaffiliated sellers. We
also transport surplus production of sulfuric acid at the White
Springs facility to the Aurora facility as needed.

Our phosphate operations purchase all of their
ammonia from or through PCS Nitrogen and PCS Sales (USA), Inc.,
which are our wholly owned subsidiaries. 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 we purchase from third parties is produced in

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Russia and imported through an ammonia terminal
which we operate located within the port of Savannah (Garden
City, Georgia).


We produce MGA at Aurora, White Springs and
Geismar. Some MGA is sold to foreign and domestic fertilizer
producers and industrial customers. We further process the
balance of the MGA to make solid fertilizer (DAP and MAP),
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.

The following table sets forth, for each of the
last three years, the Companys production of phosphate
rock (including tonnage and grade) and the production of
phosphoric acid.

Phosphate Rock

(Million Tonnes)


|                  |  |          |     |            |  |       |       |            |  |       |       |            |  |       |       |  |  |  |       |  |  |  |       |  |  |  |       | 
|----------------- |  | -------- | --- | ---------- |  | ----- | ----- | ---------- |  | ----- | ----- | ---------- |  | ----- | ----- |  |  |  | ----- |  |  |  | ----- |  |  |  | ----- | 
|                  |  |          |     |            |  |       |       |           
|                  |  |          |     | 2003       |  | 2002  |       | 2001      
|                  |  | Annual   |     |            |  |       |       |           
|                  |  | Capacity |     | Production |  | %P2O5 |       | Production |  | %P2O5 |       | Production |  | %P2O5
|                  |  |          |     |            |  |       |       |            |  |       |       |            |  |      
|Aurora, NC        |  |          | 6.0 |            |  |       | 3.078 |            |  |       | 27.40 |            |  |       | 3.444 |  |  |  | 26.91 |  |  |  | 3.938 |  |  |  | 26.94 | 
|White Springs, FL |  |          | 3.6 |            |  |       | 2.686 |            |  |       | 30.76 |            |  |       | 1.547 |  |  |  | 30.16 |  |  |  | 1.677 |  |  |  | 30.19 | 
|Geismar, LA       |  |          |    |            |  |       |      |            |  |       |      |            |  |       |      |  |  |  |      |  |  |  |      |  |  |  |      | 
|                  |  |          |     |            |  |       |       |            |  |       |       |            |  |       |       |  |  |  |       |  |  |  |       |  |  |  |       | 
|Total             |  |          | 9.6 |            |  |       | 5.764 |            |  |       |       |            |  |       | 4.991 |  |  |  |       |  |  |  | 5.615 |  |  |  |       | 
|                  |  |          |     |            |  |       |       |            |  |       |       |            |  |       |       |  |  |  |       |  |  |  |       |  |  |  |       | 

Phosphoric Acid

(Million Tonnes
P2O5)


|                  |  |          |       |            |  |            |       |            |  |  |       |  |  |  |       | 
|----------------- |  | -------- | ----- | ---------- |  | ---------- | ----- | ---------- |  |  | ----- |  |  |  | ----- | 
|                  |  | Annual   |       | 2003       |  | 2002       |       | 2001      
|                  |  | Capacity |       | Production |  | Production |       | Production
|                  |  |          |       |            |  |            |       |           
|Aurora, NC        |  |          | 1.202 |            |  |            | 0.919 |            |  |  | 0.852 |  |  |  | 0.916 | 
|White Springs, FL |  |          | 1.093 |            |  |            | 0.777 |            |  |  | 0.480 |  |  |  | 0.473 | 
|Geismar, LA       |  |          | 0.202 |            |  |            | 0.165 |            |  |  | 0.180 |  |  |  | 0.184 | 
|                  |  |          |       |            |  |            |       |            |  |  |       |  |  |  |       | 
|Total             |  |          | 2.497 |            |  |            | 1.861 |            |  |  | 1.512 |  |  |  | 1.573 | 
|                  |  |          |       |            |  |            |       |            |  |  |       |  |  |  |       | 

Reserves

Our phosphate deposits in North Carolina occur in
a formation known as the Pungo River formation of the middle
Miocene age. The formation, typically 75 to 125
below ground surface, is composed of interbedded phosphatic
sands, silts and clays, diatomaceous clays, and phosphatic
limestone. Phosphate of value in the ore horizon occurs as
pellets of brown and black sand-sized particles, with flat-sided
angular quartz grams and variable amounts of silt, clay and
interbedded limestone. The phosphate ore (matrix) horizon
throughout is distinguished by its relative uniformity in
thickness, % P2O5 and other quality
characteristics.

Our White Springs operations are in Hamilton
County, Florida. The Hamilton County phosphate deposits in the
North Florida Phosphate District are reported to be of the
middle Miocene and Pliocene ages. Because of partial reworking
during the Pliocene age, these deposits tend to be more variable
than middle Miocene deposits, such as those found in
North Carolina.

In estimating our phosphate reserves, we had
previously retained a third party to prepare reports of the
estimated phosphate ore reserves at Aurora and White Springs.
Based on (i) a review and assessment of the Companys
land-ownership maps, (ii) drilling and technical assays and
assessments, (iii) discussions with Company personnel
familiar both with the geology of the phosphate ore deposits and
each sites mining operations and (iv) judgments
regarding the recoverability of phosphate from the ore deposits
based on economic and technical factors such as the ore grade,
mining, transportation and beneficiation issues and
environmental and regulatory factors, the reserve estimates set
forth in the reports were developed.

Since receipt of the reports (1995 for Aurora and
1997 for White Springs) we have annually adjusted and updated
the ore reserve estimates for both the Aurora and White Springs
operations by making adjustments

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for ore consumed, number of tons sterilized
(i.e., bypassed), deletions (for property sold, traded or
agreed to be set aside for environmental or other purposes),
additions (based on land and mineral right acquisitions) and
other appropriate adjustments. There has been no third party
review of the estimates within the past three years.


The following table sets forth the Companys
estimated proven and probable phosphate reserves for Aurora and
White Springs as at December 31, 2003 at an average grade
of 30.7% P2O5.

|              |  |                      |     |               |  |  |       | 
|------------- |  | -------------------- | --- | ------------- |  |  | ----- | 
|              |  | Tonnes of            |     |              
|              |  | Phosphate Rock       |     | Average Grade
|              |  | (millions of tonnes) |     | % P2O5       
|              |  |                      |     |              
|Aurora        |  |                      | 366 |               |  |  | 30.7% | 
|White Springs |  |                      | 58  |               |  |  | 30.7% | 
|              |  |                      |     |               |  |  |       | 
|Total         |  |                      | 424 |               |  |  |       | 
|              |  |                      |     |               |  |  |       | 

The reserves set forth above for Aurora 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
our acquisition of Texasgulf in April 1995, Texasgulf
transferred approximately 408 million tonnes of phosphate
reserves to a newly established company, the common stock of
which was transferred to Elf Aquitaine, Inc. and Williams
Acquisition Holding Company, Inc. We were 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 and
Williams agreed, for a period of ten years from April 10,
1995, not to compete with us with respect to those reserves.

At White Springs, we estimate that additional
recoverable 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 64 million tonnes of phosphate rock at White
Springs would sustain the mine for 18 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

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

Properties

PCS Nitrogen has five nitrogen production
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 and nitrogen solutions                            
|Lima, Ohio            |  | Ammonia, urea, nitric acid and nitrogen solutions                      
|Memphis, Tennessee*   |  | Ammonia and urea                                                       
|Point Lisas, Trinidad |  | Ammonia and urea                                                       






|  |                                                                                                                                                                                                                  
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | In June 2003, PCS Nitrogen indefinitely shut down
    its Memphis plant and suspended production of ammonia and
    nitrogen solutions at Geismar due to high U.S. natural gas
    costs and low product margins.

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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

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 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.

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.

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 our 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 nearly all of PCS Nitrogens products.
For 2003, the purchase and transport of natural gas, excluding
purchased product, comprised over half of PCS Nitrogens
total cost of goods sold, including the gain on our 2003 natural
gas hedges in the U.S. of $89.9 million. In the U.S., PCS
Nitrogen employs natural gas hedges with the goal of minimizing
risk from volatile gas prices. In Trinidad, natural gas is
purchased pursuant to long-term contracts 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

We indirectly hold all outstanding interests in
PCS Joint Venture, LP (PCS Joint Venture), a limited
partnership 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

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Venture. PCS Joint Venture manufactures,
processes and distributes fertilizer and other agricultural
supplies from plants located in Florida, Alabama and Georgia.


Marketing

The following table summarizes our net sales from
potash, phosphate and nitrogen products (by geographical
distribution) in the past three calendar years. Certain of the
prior years figures have been reclassified to conform with
the current years presentation.

|           |               |                       |   |         |  |      |   |       |  |  |   |       | 
|---------- | ------------- | --------------------- | - | ------- |  | ---- | - | ----- |  |  | - | ----- | 
|           |               | 2003                  |   | 2002    |  | 2001
|           |               |                       |   |         |  |     
|           |               |                      
|           |               | (millions of dollars)
|Potash(1)  |               |                       |   |         |  |      |   |       |  |  |   |      
|           | Canada        |                       | $ | 36.1    |  |      | $ | 23.7  |  |  | $ | 24.0  | 
|           | United States |                       |   | 214.0   |  |      |   | 206.2 |  |  |   | 212.7 | 
|           | Canpotex(2)   |                       |   | 260.6   |  |      |   | 241.2 |  |  |   | 237.6 | 
|           | Other         |                       |   | 108.4   |  |      |   | 73.4  |  |  |   | 57.5  | 
|           |               |                       |   |         |  |      |   |       |  |  |   |      
|           | Total         |                       | $ | 619.1   |  |      | $ | 544.5 |  |  | $ | 531.8 | 
|           |               |                       |   |         |  |      |   |       |  |  |   |      
|Phosphates |               |                       |   |         |  |      |   |       |  |  |   |      
|           | Canada        |                       | $ | 70.1    |  |      | $ | 61.3  |  |  | $ | 60.5  | 
|           | United States |                       |   | 584.6   |  |      |   | 481.2 |  |  |   | 480.0 | 
|           | PhosChem(2)   |                       |   | 80.8    |  |      |   | 34.4  |  |  |   | 65.3  | 
|           | Other         |                       |   | 46.4    |  |      |   | 59.9  |  |  |   | 47.8  | 
|           |               |                       |   |         |  |      |   |       |  |  |   |      
|           | Total         |                       | $ | 781.9   |  |      | $ | 636.8 |  |  | $ | 653.6 | 
|           |               |                       |   |         |  |      |   |       |  |  |   |      
|Nitrogen   |               |                       |   |         |  |      |   |       |  |  |   |      
|           | Canada        |                       | $ | 9.5     |  |      | $ | 8.8   |  |  | $ | 2.3   | 
|           | United States |                       |   | 1,002.6 |  |      |   | 690.0 |  |  |   | 835.2 | 
|           | Other         |                       |   | 52.7    |  |      |   | 48.6  |  |  |   | 57.9  | 
|           |               |                       |   |         |  |      |   |       |  |  |   |      
|           | Total         |                       | $ | 1,064.8 |  |      | $ | 747.4 |  |  | $ | 895.4 | 
|           |               |                       |   |         |  |      |   |       |  |  |   |      






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

The following table summarizes our net sales from
potash, phosphate and nitrogen products, by category of product,
in the past three calendar years. Certain of the prior
years figures have been reclassified to conform with the
current years presentation.

|           |                                   |                       |       |       |  |      |       |       |  |   |       |       | 
|---------- | --------------------------------- | --------------------- | ----- | ----- |  | ---- | ----- | ----- |  | - | ----- | ----- | 
|           |                                   | 2003                  |       | 2002  |  | 2001
|           |                                   |                       |       |       |  |     
|           |                                   |                      
|           |                                   | (millions of dollars)
|Potash(1)  |                                   |                       |       |       |  |      |       |       |  |   |       |      
|           | Potash                            |                       | $     | 566.8 |  |      | $     | 516.0 |  |   | $     | 525.5 | 
|           | Miscellaneous (nitrates and salt) |                       |       | 52.3  |  |      |       | 28.5  |  |   |       | 6.3   | 
|           |                                   |                       |       |       |  |      |       |       |  |   |       |      
|           |                                   | $                     | 619.1 |       |  | $    | 544.5 |       |  | $ | 531.8 |      
|           |                                   |                       |       |       |  |      |       |       |  |   |       |      
|Phosphates |                                   |                       |       |       |  |      |       |       |  |   |       |      
|           | Fertilizer  liquids              |                       | $     | 167.7 |  |      | $     | 144.9 |  |   | $     | 145.0 | 
|           | Fertilizer  solids               |                       |       | 249.2 |  |      |       | 113.4 |  |   |       | 130.1 | 
|           | Feed                              |                       |       | 182.6 |  |      |       | 216.8 |  |   |       | 208.6 | 
|           | Industrial                        |                       |       | 174.5 |  |      |       | 155.1 |  |   |       | 168.1 | 
|           | Miscellaneous                     |                       |       | 7.9   |  |      |       | 6.6   |  |   |       | 1.8   | 
|           |                                   |                       |       |       |  |      |       |       |  |   |       |      
|           |                                   | $                     | 781.9 |       |  | $    | 636.8 |       |  | $ | 653.6 |      
|           |                                   |                       |       |       |  |      |       |       |  |   |       |      

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|            |                               |                       |         |       |  |      |       |       |  |   |       |       | 
|----------- | ----------------------------- | --------------------- | ------- | ----- |  | ---- | ----- | ----- |  | - | ----- | ----- | 
|            |                               | 2003                  |         | 2002  |  | 2001
|            |                               |                       |         |       |  |     
|            |                               |                      
|            |                               | (millions of dollars)
|Nitrogen(2) |                               |                       |         |       |  |      |       |       |  |   |       |      
|            | Ammonia                       |                       | $       | 498.3 |  |      | $     | 285.1 |  |   | $     | 392.3 | 
|            | Urea                          |                       |         | 283.5 |  |      |       | 217.6 |  |   |       | 217.7 | 
|            | Nitrogen Solutions            |                       |         | 98.5  |  |      |       | 96.4  |  |   |       | 126.8 | 
|            | Nitric Acid/ Ammonium Nitrate |                       |         | 165.0 |  |      |       | 127.5 |  |   |       | 136.7 | 
|            | Miscellaneous                 |                       |         | 19.5  |  |      |       | 20.8  |  |   |       | 21.9  | 
|            |                               |                       |         |       |  |      |       |       |  |   |       |      
|            |                               | $                     | 1,064.8 |       |  | $    | 747.4 |       |  | $ | 895.4 |      
|            |                               |                       |         |       |  |      |       |       |  |   |       |      






|    |                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------
|(1) | Data for 2001 does not include PCS Yumbes, which
    was accounted for on a pre-production basis in such year.
|   
|(2) | Including purchased product.                                                                                  

For further financial information about our
business segments and domestic and international sales, see
Note 17 to our 2003 consolidated financial statements,
incorporated by reference under Item 8 in this report on
Form 10-K.

We have a diversified customer base and, apart
from sales to Canpotex Limited, no one customer accounted for
more than 10% of our sales in 2003.

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

At December 31, 2003, our sales and
transportation and distribution functions were handled by
183 employees in Chicago, Illinois and various other
locations in the United States and Brazil, and 14 employees
in Saskatoon, Saskatchewan.

North American Marketing

In 2003, North American net sales from potash
products represented 10% of our total net sales, substantially
all of which was attributable to potash customers in the United
States. Typically, our North American potash sales are larger 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. We have no material contractual obligations in
connection with North American sales to sell potash in the
future at a fixed price.

In 2003, North American net sales from phosphate
products represented 27% of our total net sales, substantially
all of which was attributable to phosphate customers in the
United States. In 2003, 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. We have no material contractual obligations in
connection with North American sales to sell phosphate products
in the future at a fixed price.

In 2003, North American net sales from nitrogen
products represented 41% of our total net sales and PCS
Nitrogens non-fertilizer products accounted for
approximately 55% of PCS Nitrogens nitrogen revenue.
Typically, North American nitrogen fertilizer sales are greatest
in the second calendar quarter. In 2003, 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. We have no material contractual obligations in
connection with North American sales to sell nitrogen in the
future at a fixed price.

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##### Table of Contents



Ammonia purchased by us is used in our 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 our 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 we produce 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 us). 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. All the
shareholders of Canpotex, including us, 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
independently. The members of Canpotex have exempted our
production from our New Brunswick mine from this
requirement. 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. We currently supply 54.2%
of Canpotexs requirements. Canpotex generally 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:

|              |  |      |     |      |  |      |     |   |  |  |     |  
|------------- |  | ---- | --- | ---- |  | ---- | --- | - |  |  | --- | -
|              |  | 2003 |     | 2002 |  | 2001
|              |  |      |     |      |  |     
|Asia          |  |      | 71  | %    |  |      | 72  | % |  |  | 73  | %
|Latin America |  |      | 21  |      |  |      | 16  |   |  |  | 16  |  
|Oceania       |  |      | 5   |      |  |      | 9   |   |  |  | 8   |  
|Europe        |  |      | 3   |      |  |      | 3   |   |  |  | 3   |  
|              |  |      |     |      |  |      |     |   |  |  |     |  
|Total         |  |      | 100 | %    |  |      | 100 | % |  |  | 100 | %
|              |  |      |     |      |  |      |     |   |  |  |     |  

For 2003, sales to Canpotex represented 11% of
our total net sales and net sales from offshore sales of potash
from the New Brunswick mine, through PCS Sales (Canada) Inc.,
represented 3% of our total net sales. In April 2003,
Canpotexs marketing joint venture for certain offshore
markets (outside North America and Europe) with
JSC Uralkali, a Russian potash producer, was terminated
effective June 1, 2003. We do not believe this to have had
a material effect on Canpotex.

Since 1975, PhosChem has been the largest
exporter of U.S. phosphate fertilizers. Currently, the
members of PhosChem are PCS Phosphate, IMC Phosphates Company, a
joint venture between IMC Global Inc. and Phosphate Resource
Partners LLP, and Mississippi Phosphates Corporation. 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 (merchant grade phosphoric acid) to export
countries. Total sales for 2003 (on a P2O5
basis) were apportioned as follows: 80% to IMC Phosphates
Company; 14% to PCS Phosphate; and 6% to Mississippi

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Phosphates. The PhosChem agreement is renewed
annually. If the PhosChem agreement is not renewed, we do not
believe the disbanding of PhosChem would materially affect our
sales of fertilizer.


Revenue from sales to PhosChem accounted for 3%
of our total net sales in 2003. Other offshore phosphate sales
accounted for 2% of our total net sales in 2003. All of our
phosphate sales to China were made through PhosChem. In 2003,
65% of PhosChems volume was in the form of DAP.

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

|              |  |      |     |      |  |      |     |   |  |  |     |  
|------------- |  | ---- | --- | ---- |  | ---- | --- | - |  |  | --- | -
|              |  | 2003 |     | 2002 |  | 2001
|              |  |      |     |      |  |     
|Asia          |  |      | 84  | %    |  |      | 90  | % |  |  | 83  | %
|Latin America |  |      | 10  |      |  |      | 4   |   |  |  | 8   |  
|Oceania       |  |      | 6   |      |  |      | 6   |   |  |  | 9   |  
|              |  |      |     |      |  |      |     |   |  |  |     |  
|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 2003, net sales from offshore sales of nitrogen
represented 2% of our total net sales.

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

We have an extensive infrastructure and
distribution system to store and transport our products. In
addition to storage located at our production facilities, in
2003, we owned or leased approximately 175 strategically located
warehouses to store our products and better serve our customers.
To complement our distribution system, we also own or lease in
excess of 6,000 rail cars.

In 2003, the industry experienced significant
cost increases with regard to rail rates and leasing vessels for
dry cargo shipments as a result of greater demand than available
supply.

Potash Products

Transportation costs add significantly to the
total cost 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 nations of the former Soviet Union, Germany and
Israel) to compete effectively in some of our traditional
markets.

Most of our potash for North American customers
is shipped by rail. Shipments are also made by rail from each of
our Saskatchewan mines to Thunder Bay, Ontario, for shipment by
lake vessel to our 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 our sales to Canpotex, potash is
transported by rail principally to Vancouver, British Columbia,
where port facilities exist for storage pending shipment
overseas. We have an equity interest in Canpotex Bulk Terminals
Limited, which is a part owner of these port facilities. Through
Canpotex, we also have an interest in a port facility located in
Portland, Oregon.

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Phosphate Products

With respect to phosphates, we have long-term
leases on shipping terminals in Morehead City and Beaufort,
North Carolina, through which we receive and store Aurora
facility raw materials and finished product. We use barges and
tugboats to transport solid products, phosphoric acid, sulfuric
acid and sulfur between the Aurora facility and Morehead City,
North Carolina. Raw materials and products, including sulfur,
are also transported to and from the Aurora facility by rail. We
receive ammonia for our phosphate operations at Aurora through
our 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. Most of the phosphoric
acid and chemical fertilizers produced at the White Springs
facility are shipped to domestic destinations by rail. We also
ship some of our 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.

Nitrogen Products

We distribute our nitrogen products by barge,
railcar, truck, and direct pipeline to our customers and through
our strategically located storage terminals in high consumption
areas. We lease or own approximately 30 nitrogen terminal
facilities with an aggregate storage capacity of approximately
325,000 tons of product. The terminals provide off-season
storage and also serve local dealers during the peak seasonal
demand period.

We distribute products from the Trinidad plant to
markets in Latin America and Europe in addition to the United
States. Our distribution operations in Trinidad employ three
long-term chartered ocean-going vessels and utilize short term
and spot charters as necessary for the transportation of
ammonia. All bulk urea production is shipped through third-party
carriers.

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 high quality material).
Apart from competitive pricing, we compete based on the quality
of our products and services provided to customers. Among other
things, we provide quality service by maintaining warehouses,
leasing railcars and chartering ocean-going vessels to enhance
our delivery capabilities. The high cost of transporting potash
affects competition in various geographic areas. Our potash
competition includes three North American producers and potash
producers located outside North America, including in the former
Soviet Union republics, Israel and Germany. We recently acquired
a 26% share ownership of Arab Potash Company in Jordan.

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. Our principal
advantage at Aurora and White Springs in competing with other
producers is that we operate integrated phosphate mine and
phosphate processing complexes, while most of our 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 rock processing costs. In
addition, due to our location in North Carolina and the
relatively high cost of transportation, our U.S. phosphate
sales from Aurora have a natural advantage in the Northeast,
mid-Atlantic and eastern Midwest regions. Similarly, White
Springs and other Florida producers have a natural advantage in
the South. Gulf Coast producers have a natural advantage in
areas of the Midwest accessible to barge traffic up the
Mississippi River.

We also compete with government enterprises and
independent phosphate producers in important exporting
countries, including Morocco, Tunisia, Jordan, South Africa,
Russia and Australia. In addition,

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increased phosphate production in the
traditionally important export markets of China and India have
impacted export sales to those countries.


Within the animal feed supplement business in the
phosphate segment, opportunities to differentiate products based
on nutritional content exist, thereby making it less
commodity-like. We have a significant presence in the domestic
feed supplement market.

Nitrogen, the most widely produced nutrient, is a
regional business. However, ammonia, the feedstock for all
nitrogen products, can be manufactured in any country with
adequate natural gas supplies and is a way for developing
nations to monetize their gas. Several countries with large
reserves and low production costs use little of their gas
domestically, and can produce ammonia cheaply for the export
market. Rising natural gas costs in the developed world have led
to plant closures, since gas is at least 70 percent of the
cost of producing ammonia there. The resulting tight supply has
increased prices, attracting less expensive imports from areas
of lower-cost gas such as Trinidad, Venezuela and the Middle
East. The U.S. is increasingly supplied from offshore.

Nitrogen is an input into industrial production
of a wide range of products. Manufacturers want consistent
quality and just-in-time delivery to keep their plants running.
Most are attached to their suppliers by pipeline.

Our nitrogen production serves both fertilizer
and industrial customers, with our U.S. plants primarily
supplying industrial customers and Trinidad our fertilizer
customers. We are not immune when expensive natural gas makes
U.S. ammonia plants non-competitive with offshore
production, but our lower-cost Trinidad plants help offset this.
The high cost of gas in North America and competition from
inexpensive exports have resulted in poor financial
circumstances for many competitors and the industry continues to
consolidate. Within North America, sales are regionalized due to
transportation costs. Cooperatives, one private company and two
public companies are our main competitors. Imports from
inexpensive offshore production are expected to continue, but
rising freight costs limit them somewhat.

Employees

At December 31, 2003, we employed
4,904 persons, of whom 1,786 were salaried and 3,118 were
hourly paid. Of these employees, our potash operations employed
1,646 people, the phosphate operations 2,333, and the nitrogen
operations 571. Excluding sales personnel, the Saskatoon and
Northbrook offices had a staff of 233. Our sales group employed
121 people.

We have 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. PCS and the
Rocanville Potash Employees Association have a contract that
expires on May 31, 2006. The agreement between IMC and the
union representing the employees at the Esterhazy mine expired
on January 31, 2004 and they are currently in negotiations.
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, 2006 and the collective agreement at
the PCS Purified Phosphates facility in Cincinnati expires
November 1, 2004. PCS Nitrogen has one location in Memphis
(currently shutdown indefinitely) with a collective bargaining
agreement that expires September 17, 2004. In addition, the
agreement between BP Chemicals, Inc. and the union
representing employees at the Lima plant expires
February 17, 2006. We believe our relations with our
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
profits 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. Our taxes, fees and royalty expenses were $51.3
million in 2003.

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We are subject to capital tax on our paid-up
capital (as defined in The Corporation Capital Tax Act of
Saskatchewan) and our 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 2003, we paid capital tax of
$4.9 million and surtax of $14.0 million.

We pay royalties to the New Brunswick government
on the basis of production from our New Brunswick mine. In
addition, we pay municipal taxes. Our expenses for such
royalties and municipal taxes were $6.2 million
in 2003.

We do not make royalty payments in connection
with our phosphate and nitrogen operations.

Income Taxes

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

Our subsidiaries that 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. Our
nitrogen subsidiaries operating in Trinidad are subject to
Trinidad taxes.

The effective consolidated rate for 2003 was 40%
of pre-tax income (exclusive of the charge related to PCS Yumbes
and a fourth quarter income tax reversal) compared with 36%
for 2002.

Environmental Matters

Our operations are subject to numerous
environmental requirements under federal, provincial, state and
local laws and regulations of Canada, U.S., Chile, Brazil and
Trinidad and Tobago. These laws and regulations govern matters
such as air emissions, wastewater 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.

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

We are also subject to environmental statutes
that address investigation and, where necessary, remediation of
contaminated properties. In addition, we, and our individual
facilities, implement programs and requirements to restore and
reclaim sites after mining activities. Our obligations and
potential liabilities under these statutes and programs have
been, and can be expected to continue to be, significant. We do
not believe, except as set out herein, that such obligations and
potential liabilities have had, or will have, a material adverse
effect on our 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
we 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 Requirements, Permits and
Regulatory Approvals

Many of our operations and facilities are
required by federal, provincial, state and local environmental
laws to operate in compliance with a range of regulatory
requirements, permits and regulatory approvals. Such

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permits and approvals typically have to be
renewed or reissued periodically. We may also become subject to
new laws or regulations that impose new requirements or require
us to obtain new or additional permits or approvals. We believe
that we are currently in material compliance with existing
regulatory programs, 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 regulations, permits and approvals may be more
stringent and may require increased expenditures on
our part.


With respect to air emissions, we anticipate that
additional actions and expenditures may be required to meet
increasingly stringent U.S. federal and state regulatory
and permit requirements, including existing and anticipated
regulations under the federal Clean Air Act. Federal and state
regulation of hazardous air pollutants is expected to require
additional air emission control equipment and increased
operating expenditures at some U.S. facilities. The Clean
Air Act operating permit program requires the addition of
enhanced emissions monitoring equipment at some facilities.
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 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. We continue to monitor developments in these various
programs and to assess their potential impact on our operations.

Our facility in Geismar, Louisiana, is subject to
various permit requirements under the Clean Air Act and must
obtain 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, we
reviewed its air permits and air permit applications and
provided information to address certain deficiencies in its
Title V permit applications. We continue to provide
information to and cooperate with the Louisiana Department of
Environmental Quality on the Title V permits.

Significant portions of our phosphate reserves in
Aurora, North Carolina are located in wetlands. Under the Clean
Water Act, we must obtain a permit from the U.S. Army Corps
of Engineers (the Corps) before disturbing the
wetlands. In 1997, the Corps issued a permit granting us
approval to mine certain areas, subject to mining being
completed no later than 2017. The permit contains various
provisions on mitigation of wetland impacts associated with
mining covered by the permit, and we have acquired additional
land adjacent to the Aurora facility for mitigation purposes.
Our mining activities in North Carolina also require various
authorizations from agencies of the State of North Carolina,
including State mining permits that contain bonding and
reclamation requirements. The State has issued a renewed mining
permit effective through August 1, 2013 for the areas
presently being mined, including the wetlands covered by the
1997 Corps permit.

On April 4, 2002, the Pamlico-Tar River
Foundation filed a complaint under the Clean Water Act against
the Corps, the U.S. Environmental Protection Agency,
several individual employees of those agencies and us in
U.S. District Court for the Eastern District of North
Carolina contesting and seeking revocation of the 1997 Corps
permit and alleging that the U.S. Environmental Protection
Agency 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. We believe that the 1997 Corps
permit was properly issued and intend to vigorously defend this
lawsuit. All parties to the case have filed motions for summary
judgment based on the administrative record. We continue to mine
in accordance with the permit under the supervision of the Corps
and do not expect the claim to have a material adverse effect on
our financial position or results of operations.

On November 2, 2000, we filed a permit
application seeking authorization from the Corps to continue
mining on the peninsula following depletion of the reserves
authorized to be mined under the current permit. The Corps
permitting process involves environmental studies of potential
mining areas and evaluation of mine plans and reclamation
alternatives. All affected regulatory authorities, various
commenting agencies, and

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interested outside parties, including special
interest groups and others who may provide organized opposition
to our mining plans, participate in the process. Selection of
mine plans and reclamation alternatives and the outcome of the
environmental studies could require changes to current
reclamation and mitigation practices, potentially resulting in
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 our reserves and costs.


In 2003, the Corps issued a federal wetlands
impact permit, expiring in 2040, for mining operations covering
nearly all remaining reserves in the White Springs project area.
State approvals were granted for the same area with no
expiration date. Local (Hamilton County) approval was granted in
2003 for that area, with provision for a five-year compliance
review and automatic renewal of the permit, contingent only upon
compliance with permit conditions at the time of renewal. Future
mine permitting at White Springs is expected to be limited to
the addition of three small areas removed from consideration in
late 2002 and minor modifications as needed to accommodate
operational changes.

Lands mined by White Springs after July l, 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 Florida
Department of the Environment unless otherwise provided in a
Memorandum of Agreement, dated February 1, 1995, between us
and the Florida Department of the Environment. The Memorandum of
Agreement established alternate procedures for us to follow for
wetlands reclamation on certain specified lands. 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. The Memorandum of Agreement also provided
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. Our contribution for the land acquisition program
through 2003 totaled $6.4 million. In the course of
permitting for remaining operations at White Springs, we agreed
that lands mined after January 1, 2003 would be excluded
from the Memorandum of Agreement.

Capping of Byproduct Gypsum Stacks

Production of phosphoric acid also produces
gypsum, which is normally placed in above-ground storage areas
called gypsum stacks. In Florida, regulations require companies
to cap the gypsum stacks in order to reduce seepage
into groundwater when such stacks reach their design capacity,
which in the case of White Springs exceeds the projected
operating life of the facility, or if groundwater standards are
not being met. We expect to be allowed to continue using the
three gypsum stacks at the White Springs facility for their
remaining useful lives. We also have 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.

Potash Decommissioning Regulations

The environmental regulations of the Province of
Saskatchewan require each potash mine to have decommissioning
and reclamation 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, we filed the plans with the Minister of the
Environment for Saskatchewan in the spring of 1997. In February
1998, we were advised that, although the plans were technically
acceptable, the regulatory agency did not accept the schedule
proposed for decommissioning of the waste salt piles. Following
further discussions between the provincial potash industry and
the regulatory agency, we were advised in July 2000 that the
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 plans is
continuing. In 2001, agreement was reached with the Provincial
Government on financial assurances for the decommissioning and

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reclamation 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 plans, the timing of implementation and the
structure of the financial assurance, we are unable, at this
time, to accurately estimate the financial implications of
the plans.


Site Assessment and
Remediation

We have incurred and expect to continue to incur
costs and liabilities related to our and our predecessors
past and current waste disposal practices and ownership and
operation of real property and facilities. 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 our current and former
operations, including those of divested and acquired businesses,
we have generated, and with respect to our current operations,
continue to generate substances that could result in liability
for us under these laws.

In 1999, PCS Joint Venture signed an
Administrative Order on Consent with the U.S. Environmental
Protection Agency under CERCLA pursuant to which PCS Joint
Venture agreed to conduct a Remedial Investigation and
Feasibility Study of 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). PCS Joint Venture and another party
are sharing the costs of the Remedial Investigation and
Feasibility Study, which is projected to be completed some time
in 2004. There are ongoing efforts to identify and locate other
parties who may be liable for remediation at Lakeland.

In 1994, PCS Joint Venture responded to
information requests from the U.S. Environmental Protection
Agency and the Georgia Department of Natural Resources,
Environmental Protection Division (GEPD) regarding
conditions at its Moultrie, Georgia location. PCS Joint Venture
believes that the lead-contaminated soil and groundwater found
at the site is attributable to former operations at the site
prior to PCS Joint Ventures ownership. PCS Joint Venture
initially submitted a proposed Corrective Action Plan to GEPD in
1999, which has now been revised several times in response to
GEPD comments. PCS Joint Venture has also conducted and
submitted an assessment of the site. Based on its review of the
assessment and the Corrective Action Plan, GEPD has expressed
its opinion that remediation of the site will require some
excavation and off-site disposal of impacted soil and
installation of a groundwater recovery and treatment system. We
continue to assess various remedial alternatives and plan to
present GEPD with alternative on-site management options.

PCS Joint Venture is cooperating with regulatory
authorities in their investigations of the Lakeland and Moultrie
sites. We established an accrual in the amount of
$18 million to reflect a reasonable estimate of our
liabilities at these sites. The accrual has been revised down to
$14.9 million since the establishment of the accrual in
response to conditions at these sites.

We are also engaged in on-going site assessment
and/or remediation activities at a number of other facilities
currently or previously owned or operated by us. In each
instance, we are working with the appropriate regulatory
authorities to address these sites. In the past, we have
received other notices identifying us as a potentially
responsible party with respect to certain sites that were never
owned or operated by us. We reviewed information pertinent to
these sites and responded to these notices. Among these sites is
the site of a former fertilizer blending operation in
Charleston, South Carolina known as the Planters
site. While we maintain that we have no liability for the
Planters site, either as the successor to any former owner
or operator of the site or otherwise, we have been engaged in
discussions with the U.S. Environmental Protection Agency
concerning the Planters site. Based on current information
about these various facilities and sites and other potentially
responsible parties, we believe that our future obligation with
respect to these facilities and sites will not have a material
adverse effect on our financial position or results
of operation.

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Facility and Product Security

Following the September 11, 2001 terrorist
attacks in the United States, we, through our Safety, Health and
Environment department, evaluated and addressed actual and
potential security issues and requirements associated with our
operations in the United States and elsewhere. Additional
actions and expenditures may be required under existing and
anticipated regulations from the U.S. Coast Guard and the
U.S. Department of Transportation, and possibly other
agencies. In the United States, Congress continues to consider
federal legislation designed to reduce the risk of any future
terrorist acts at industrial facilities. We believe that we are
in material compliance with applicable security requirements and
we also have adopted security measures and enhancements beyond
those presently required. To date, neither the security
regulations nor our expenditures on security matters have had a
material adverse effect on our business. We are unable to
predict the potential future costs to us of any new governmental
programs or voluntary initiatives.

Environmental Costs and
Expenditures

We anticipate that our operating and capital
expenditures related to environmental regulatory matters in 2004
and 2005 will not differ materially from the range of amounts
expended within the past two years. The major categories of
expenditures include reclamation and restoration costs at our
mining operations (most particularly phosphate mining),
including management of mining by-products such as gypsum and
various mine tailings, the cost of regulatory compliance and
environmental management related to ongoing operations other
than mining, and costs related to assessment and remediation of
environmental contamination related to our activities and those
of our predecessors, including waste disposal practices and
ownership and operation of real property and facilities.

Reclamation and Restoration Costs

At December 31, 2003, we had accrued a total
of $82.8 million for site reclamation and restoration. The
current portion of restoration and reclamation costs accrued in
2003 totaled $3.5 million. These amounts represent our
current estimate of potential site restoration and reclamation
costs as last assessed in December 2003. The expenditures are
generally incurred over an extended period of time.

Annual environmental costs for reclamation and
restoration during the year ended December 31, 2003 were
$15.1 million. Of this amount, $14.4 million was
charged to operations and $0.7 million was capitalized. In
prior years, the amounts reported for reclamation and
restoration expenditures included all environmental costs
incurred by our phosphate operations, including the cost of
regulatory compliance and environmental management related to
ongoing operations other than mining and gypsum management. The
land reclamation and restoration totals now include only those
environmental costs which are related to mining operations and
gypsum management and do not include environmental operating
expenses related to the production of phosphoric acid,
fertilizer, feed and other products. Beginning with 2003, we
report these costs separately to measure the relative costs of
land reclamation and restoration versus other
environmental costs.

Gypsum
Stack Costs

At December 31, 2003, $33.3 million of
the above-described accrued reclamation costs related to the
gypsum stack capping, closure and post-closure operating and
maintenance requirements applicable to the White Springs
facility under Florida law and $21.1 million of the amount
accrued is applicable to the North Carolina facility. We have
guaranteed the gypsum stack capping, closure and post-closure
obligations of White Springs and PCS Nitrogen, respectively, in
Florida and Louisiana pursuant to those states financial
assurance requirements. The State of Florida is presently
reviewing, and is expected to revise, its financial assurance
requirements to ensure that all 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.

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Site Assessment and Remediation
Costs

We have accrued assessment costs, including legal
and consulting fees, and remediation costs related to the
clean-up of contaminated sites currently or formerly associated
with our or with our predecessors businesses in the amount
of $14.9 million for certain PCS Joint Venture facilities,
$0.3 million for various sulfur facilities and
$2.0 million for the phosphate business. The current
portion of these costs totaled $15.2 million.

Environmental Operating Costs and Capital
Expenditures

Our operating expenses, other than reclamation
and restoration and gypsum stack capping, relating to compliance
with environmental laws and regulations governing on-going
operations were approximately $59.0 million for the year
ended December 31, 2003 as compared to $52.7 million
for the year ended December 31, 2002. These amounts include
environmental operating expenses related to the production of
phosphoric acid, fertilizer, feed and other products which in
previous years were included in the amounts reported for land
reclamation and restoration.

We routinely undertake environmental capital
projects. In 2003, capital expenditures of $12.1 million
(2002  $15.0 million) were incurred to meet
pollution prevention and control objectives and
$0.3 million (2002  $0.5 million) were
incurred to meet other environmental objectives. We expect that
our capital requirements for environmental projects may increase
in the future due to increasingly stringent environmental
regulations arising from current and future requirements
of law.

Legislation

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. We cannot predict at
this time if or when the legislation will be proclaimed or its
impact on our financial position or results of operations.

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, our potash divisions will be
required to use energy more efficiently or purchase
credits. However, at this time, we are 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. Brazil and Trinidad and Tobago have also ratified
the Kyoto Protocol. Our operations there would not be
immediately impacted by the implementation of the treaty as
these are developing countries, which do not have any specific
emission reduction requirements. We continue to monitor the
status of the Kyoto Protocol and the range of potential impacts
and incentives associated with it. At this time, we cannot
assess the impact of these programs or incentives.

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Our Executive Officers

The name, age, period of service with the Company
and position held for each of our executive officers as at
February 29, 2004 are as follows:

|                     |  |     |    |        |  |               |      |  |  |                                                                             
|-------------------- |  | --- | -- | ------ |  | ------------- | ---- |  |  | ----------------------------------------------------------------------------
|                     |  |     |    | Served |  |              
|Name                 |  | Age |    | Since  |  | Position Held
|                     |  |     |    |        |  |              
|WILLIAM J. DOYLE     |  |     | 53 |        |  |               | 1987 |  |  | President and Chief Executive Officer                                       
|JAMES F. DIETZ       |  |     | 57 |        |  |               | 1997 |  |  | Executive Vice President and Chief Operating
    Officer                    
|WAYNE R. BROWNLEE    |  |     | 51 |        |  |               | 1988 |  |  | Senior Vice President, Treasurer and Chief
    Financial Officer            
|JOHN L. M. HAMPTON   |  |     | 50 |        |  |               | 1988 |  |  | Senior Vice President, General Counsel and
    Secretary                    
|BETTY-ANN L. HEGGIE  |  |     | 50 |        |  |               | 1981 |  |  | Senior Vice President, Corporate Relations                                  
|BARBARA JANE IRWIN   |  |     | 48 |        |  |               | 2000 |  |  | Senior Vice President, Administration                                       
|ROBERT A. JASPAR     |  |     | 45 |        |  |               | 1997 |  |  | Senior Vice President, Information Technology                               
|G. DAVID DELANEY     |  |     | 43 |        |  |               | 1997 |  |  | President, PCS Sales                                                        
|GARTH W. MOORE       |  |     | 55 |        |  |               | 1982 |  |  | President, PCS Potash                                                       
|THOMAS J. REGAN, JR. |  |     | 59 |        |  |               | 1995 |  |  | President, PCS Phosphate                                                    
|DAPHNE ARNASON       |  |     | 48 |        |  |               | 1988 |  |  | Vice President, Internal Audit                                              
|KAREN G. CHASEZ      |  |     | 50 |        |  |               | 2000 |  |  | Vice President, Procurement,
    PCS Administration (USA)                   
|DONALD R. ROBERTS    |  |     | 64 |        |  |               | 1993 |  |  | Vice President, Safety, Health and Environment,
    PCS Administration (USA)
|DENIS A. SIROIS      |  |     | 48 |        |  |               | 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 PCS from July 1, 1998 to July 1, 1999.
Mr. Dietz was 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. Prior to October
2000, Ms. Irwin was a Consultant and Principal with Hewitt
Associates LLC, human resources consultants. Mr. Jaspar was
Vice President, Internal Audit from December 2000 to June 2003,
Director, Internal Audit from January to November 2000 and
Senior Auditor of the Corporation from July 1997 to December
1999. 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. Arnason was
Senior Director, Taxation from November 2000 to June 2002 and
Director, Taxation from July 1995 to October 2000. Ms. Chasez
was Vice President, Administration & Business Affairs
for British Sulphur North America Inc. from June 1990 to May
2000. Mr. Roberts was Vice President, Technical Services,
PCS Potash from April 1997 to May 2000.

PRESENTATION OF FINANCIAL
INFORMATION

We have three principal business segments:
potash, phosphate and nitrogen. For information with respect to
the net sales, gross margin and assets attributable to each
segment and to our domestic and international sales, see Note 17
to our audited consolidated financial statements as of
December 31, 2003 and 2002 and for each of the years in the
three-year period ended December 31, 2003, incorporated by
reference under Item 8.

We present our consolidated financial statements
in accordance with accounting principles generally accepted in
Canada, or Canadian GAAP. See Note 34 to our 2003 consolidated
financial statements for a discussion of certain significant
differences between Canadian GAAP and accounting principles
generally accepted in the United States, or U.S. GAAP, as they
relate to us.

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

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WHERE YOU CAN FIND MORE INFORMATION

We file 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 statements and other
information regarding issuers that file, as we do,
electronically with the Commission.

We make available, free of charge through our
website, http://www.potashcorp.com, our 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 our website is
not incorporated by reference into this report on Form 10-K.

ITEM 3.     Legal
Proceedings.

Nitrochem

On May 1, 2003, Nitrochem Distribution, Ltd.
filed an action in U.S. District Court for the Southern
District of New York against our subsidiary, PCS Sales (USA),
Inc. (Sales (USA)). Nitrochem alleges that Sales
(USA) entered into a contract for ammonia in 2001 that
contained an automatic renewal provision for 2002. Nitrochem
further alleges that Sales (USA) failed to take delivery of
a specified amount of ammonia in 2002. Sales (USA) has denied
all of Nitrochems substantive allegations. Nitrochem is
seeking damages in the amount of $12 million. The matter is
scheduled to proceed to trial on March 31. We believe that
the outcome of the litigation will not have a material adverse
effect on our consolidated results of operations or financial
position.

Geismar Facility Investigation

In 2003, the Companys wholly owned
subsidiary, PCS Nitrogen, Inc. concluded 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. The Company paid a
fine of $1.75 million to the U.S. government and
$125,000 to each of the two state judicial districts and had a
five-year probationary period imposed on it.

General

In the normal course of business, we are subject
to legal proceedings being brought against us. The amounts that
these proceedings may cost us are not reasonably estimable, due
to uncertainty as to the final outcome. However, we do not
believe these proceedings in the aggregate will have a material
adverse effect on our consolidated financial position or results
of operations.

Environmental Proceedings

For a description of certain environmental
proceedings in which we are involved, see Environmental
Matters under Items 1 and 2.

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

Not applicable.

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PART II

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

The information under Common Share Prices
and Volumes and Shareholder Information 
Ownership and  Dividends on page 79 and
11 Year Report on page 47 in the
registrants 2003 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 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 47 in our 2003 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.

The information under Managements
Discussion & Analysis of Financial Condition and Results of
Operations on pages 12 through 46 in our 2003
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  Market Risks Associated with
Financial Instruments on pages 36 and 37 in our
2003 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 51 through 77 in our 2003 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.

ITEM 9A.     Controls
and Procedures.

As of December 31, 2003, we carried out an
evaluation under the supervision and with the participation of
our management, including our Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and
operation of our 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 that evaluation
and as of December 31, 2003, the Chief Executive Officer
and Chief Financial Officer concluded that the disclosure
controls and procedures were effective to provide reasonable
assurance in all material respects to ensure that information
required to be disclosed in the reports we file and submit under
the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported as and when required.

There has been no change in our internal control
over financial reporting during the year ended December 31,
2003 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.

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PART III

ITEM
10.     Directors and Executive
Officers of the Registrant.

The information under Election of
Directors and the second paragraph of page 13
regarding audit committee financial experts in our
2004 Proxy Circular, attached as Exhibit 99, is
incorporated herein by reference. Information concerning
executive officers is set forth under Our Executive
Officers in Part I.

We have adopted a Code of Business Conduct that
applies to all of our directors, officers and employees. We
make this code, as well as our corporate governance principles
and the respective Charters of our Corporate Governance and
Nominating, Audit and Compensation Committees, available, free
of charge, on our website, http://www.potashcorp.com or by
request.

ITEM
11.     Executive
Compensation.

The information under Executive
Compensation in our 2004 Proxy Circular, attached as
Exhibit 99, is incorporated herein by reference. Each such
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 our 2004
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 our compensation plans, as of December 31,
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, 2003) |  | reflected in column (a))      
|                                                               |  |                      |           |                              |  |                               
|Equity compensation plans approved by security
    holders     |  |                      | 5,438,011 |                              |  | $                              | 69.40 |  |  |  | 26,714 | 
|Equity compensation plans not approved by
    security holders |  |                      | n/a       |                              |  |                                | n/a   |  |  |  | n/a    | 

ITEM 13.     Certain
Relationships and Related Transactions.

The information under Election of
Directors and Executive Compensation in our
2004 Proxy Circular, attached as Exhibit 99, is
incorporated herein by reference.

ITEM
14.     Principal Accountant Fees and
Services.

The information under Appointment of
Auditors in our 2004 Proxy Circular, attached as
Exhibit 99, is incorporated herein by reference.

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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 51-77 in our 2003 Annual Report, filed as
Exhibit 13, are incorporated under Item 8 by reference.

|                                                                |  |  |       | 
|--------------------------------------------------------------- |  |  | ----- | 
|Auditors Report                                                |  |  | 51    | 
|Consolidated Statements of Financial Position                   |  |  | 52    | 
|Consolidated Statements of Operations and
    Retained Earnings |  |  | 53    | 
|Consolidated Statements of Cash Flow                            |  |  | 54    | 
|Notes to the Consolidated Financial Statements                  |  |  | 55-77 | 

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) |                         |  | Syndicated Term Credit Facility Amending
    Agreement between The Bank of Nova Scotia and other financial
    institutions and the registrant dated as of September 23,
    2003, incorporated by reference to Exhibit 4(b) to the
    registrants report on Form 10-Q for the quarterly
    period ended September 30, 2003 (the Third Quarter
    2003 Form 10-Q).
|       
|        | 4(c) |                         |  | 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(d) |                         |  | Indenture dated as of February 27, 2003,
    between the registrant and The Bank of Nova Scotia Trust Company
    of New York, incorporated by reference to Exhibit 4(c) to
    the registrants report on Form 10-K for the year
    ended December 31, 2002 (the 2002
    Form 10-K).                                                                               
|       
|        | 4(e) |                         |  | 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(f) |                         |  | 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(g) |                         |  | 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.                                                                                                                           

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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.

|        |       |                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------- | ----- | ----------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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, incorporated by reference to
    Exhibit 10(i) to the 2002 Form 10-K.                                                                                                                                                                                                                                                                   
|       
|        | 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.                                                                                         

IV-2



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##### Table of Contents



|        |       |                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------- | ----- | ----------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |                        
|Number  |       | Description of Document
|        |       |                        
|       
|        | 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.                                                                                                                                                                                                                                                                                
|       
|        | 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) |                         |  | Letter of amendment to the Manufacturing Support
    Agreement and Operating Agreement dated September 8, 2003,
    between BP Chemicals Inc. and PCS Nitrogen Ohio, L.P.,
    incorporated by reference to Exhibit 10(s) to the Third
    Quarter 2003 Form 10-Q.                                                                                                                                                                                                                                                                                                                                   
|       
|        | 10(t) |                         |  | 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(u) |                         |  | 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(v) |                         |  | 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(w) |                         |  | 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(x) |                         |  | Long-Term Incentive Plan of the registrant,
    effective January 2003, incorporated by reference to
    Exhibit 10(y) to the 2002 Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       
|        | 10(y) |                         |  | 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(z) |                         |  | 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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##### Table of Contents



|        |        |                         |  |                                                                                                                                                                                                                                                                                                                                                  
|------- | ------ | ----------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |        |                        
|Number  |        | Description of Document
|        |        |                        
|       
|        | 10(aa) |                         |  | 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 10(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(bb) |                         |  | Form of Letter of amendment to existing
    supplemental income plan agreements of the registrant dated
    November 4, 2002, incorporated by reference to
    Exhibit 10(cc) to the 2002 Form 10-K.                                                                                                                                             
|       
|        | 10(cc) |                         |  | 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(dd) |                         |  | 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(ee) |                         |  | 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(ff) |                         |  | 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(gg) |                         |  | Chief Executive Officer Medical and Dental Plan,
    incorporated by reference to Exhibit 10(jj) to the 2000
    Form 10-K.                                                                                                                                                                                                                      
|       
|        | 10(hh) |                         |  | 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(ii) |                         |  | 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(jj) |                         |  | 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.                                                                                                                                                                                                                                                                                               
|       
|        | 13     |                         |  | 2003 Annual Report. The 2003 Annual Report,
    except for those portions that are expressly incorporated by
    reference, is furnished for the information of the Commission
    and is not to be deemed filed as part of
    this filing.                                                                                                   
|       
|        | 21     |                         |  | Subsidiaries of the registrant.                                                                                                                                                                                                                                                                                                                  
|       
|        | 23     |                         |  | Consent of Deloitte & Touche LLP.                                                                                                                                                                                                                                                                                                                
|       
|        | 31(a)  |                         |  | Certification pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                     
|       
|        | 31(b)  |                         |  | Certification pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                     
|       
|        | 32     |                         |  | Certification pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                     
|       
|        | 99     |                         |  | 2004 Notice of Meeting, Proxy Circular and
    Form of Proxy. The 2004 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 filed.

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 11, 2004                       

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/ DALLAS J. HOWEDallas J. Howe         |  | Chair of the Board                                                                                            |  | March 11, 2004
|                                        
|/s/ WAYNE R. BROWNLEEWayne R. Brownlee   |  | Senior Vice President, Treasurer and Chief
    Financial Officer (Principal financial and accounting officer) |  | March 11, 2004
|                                        
|/s/ WILLIAM J. DOYLEWilliam J. Doyle     |  | President and Chief Executive Officer                                                                         |  | March 11, 2004
|                                        
|/s/ FREDERICK J. BLESIFrederick J. Blesi |  | Director                                                                                                      |  | March 11, 2004
|                                        
|/s/ JOHN W. ESTEYJohn W. Estey           |  | Director                                                                                                      |  | March 11, 2004
|                                        
|/s/ WADE FETZER IIIWade Fetzer III       |  | Director                                                                                                      |  | March 11, 2004
|                                        
|/s/ ALICE D. LABERGEAlice D. Laberge     |  | Director                                                                                                      |  | March 11, 2004
|                                        
|/s/ JEFFREY J. MCCAIGJeffrey J. McCaig   |  | Director                                                                                                      |  | March 11, 2004
|                                        
|/s/ MARY MOGFORDMary Mogford             |  | Director                                                                                                      |  | March 11, 2004



---



##### Table of Contents



|                                                       |  |          |  |               
|------------------------------------------------------ |  | -------- |  | --------------
|Signature                                              |  | Title    |  | Date          
|                                                       |  |          |  |               
|/s/ PAUL J. SCHOENHALSPaul J. Schoenhals               |  | Director |  | March 11, 2004
|                                                      
|/s/ E. ROBERT STROMBERG, Q.C.E. Robert Stromberg, Q.C. |  | Director |  | March 11, 2004
|                                                      
|/s/ JACK G. VICQJack G. Vicq                           |  | Director |  | March 11, 2004
|                                                      
|/s/ ELENA VIYELLA DE PALIZAElena Viyella de Paliza     |  | Director |  | March 11, 2004



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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) |                         |  | Syndicated Term Credit Facility Amending
    Agreement between The Bank of Nova Scotia and other financial
    institutions and the registrant dated as of September 23,
    2003, incorporated by reference to Exhibit 4(b) to the
    registrants report on Form 10-Q for the quarterly
    period ended September 30, 2003 (the Third Quarter
    2003 Form 10-Q).
|       
|        | 4(c) |                         |  | 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(d) |                         |  | Indenture dated as of February 27, 2003,
    between the registrant and The Bank of Nova Scotia Trust Company
    of New York, incorporated by reference to Exhibit 4(c) to
    the registrants report on Form 10-K for the year
    ended December 31, 2002 (the 2002
    Form 10-K).                                                                               
|       
|        | 4(e) |                         |  | 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(f) |                         |  | 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(g) |                         |  | 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.

|        |       |                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------- | ----- | ----------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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.                                                                                                                                                                                                                                                                                         



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##### Table of Contents



|        |       |                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------- | ----- | ----------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |                        
|Number  |       | Description of Document
|        |       |                        
|       
|        | 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, incorporated by reference to
    Exhibit 10(i) to the registrants report on
    Form 10-K for the year ended December 31, 2002 (the
    2002 Form 10-K).                                                                                                                                                                                                                                                                                                                   
|       
|        | 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.                                                                                                                                                                                                                                                                                
|       
|        | 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.



---



##### Table of Contents



|        |        |                         |  |                                                                                                                                                                                                                                                                                                                                               
|------- | ------ | ----------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |        |                        
|Number  |        | Description of Document
|        |        |                        
|       
|        | 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)  |                         |  | Letter of amendment to the Manufacturing Support
    Agreement and Operating Agreement dated September 8, 2003,
    between BP Chemicals Inc. and PCS Nitrogen Ohio, L.P.,
    incorporated by reference to Exhibit 10(s) to the Third
    Quarter 2003 Form 10-Q.                                                                            
|       
|        | 10(t)  |                         |  | 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(u)  |                         |  | 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(v)  |                         |  | 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(w)  |                         |  | 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(x)  |                         |  | Long-Term Incentive Plan of the registrant,
    effective January 2003, incorporated by reference to
    Exhibit 10(y) to the 2002 Form 10-K.                                                                                                                                                                                                 
|       
|        | 10(y)  |                         |  | 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(z)  |                         |  | Amending Resolution and revised forms of
    agreement regarding Supplemental Retirement Income Plan of the
    registrant, incorporated by reference to Exhibit 10(x) to
    the registrants report on Form 10-Q for the quarterly
    period ended June 30, 1996.                                                                          
|       
|        | 10(aa) |                         |  | 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(bb) |                         |  | Form of Letter of amendment to existing
    supplemental income plan agreements of the registrant dated
    November 4, 2002, incorporated by reference to
    Exhibit 10(dd) to the 2002 Form 10-K.                                                                                                                                          
|       
|        | 10(cc) |                         |  | 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(dd) |                         |  | 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(ee) |                         |  | 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(ff) |                         |  | Resolution and Form of Agreement of
    Indemnification dated January 24, 2001, incorporated by
    reference to Exhibit 10(ii) to the 2000 Form 10-K.                                                                                                                                                                                        



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##### Table of Contents



|        |        |                         |  |                                                                                                                                                                                                                                                                                                                                         
|------- | ------ | ----------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |        |                        
|Number  |        | Description of Document
|        |        |                        
|       
|        | 10(gg) |                         |  | Chief Executive Officer Medical and Dental Plan,
    incorporated by reference to Exhibit 10(jj) to the 2000
    Form 10-K.                                                                                                                                                                                                             
|       
|        | 10(hh) |                         |  | 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(ii) |                         |  | 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(jj) |                         |  | 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.                                                                                                                                                                                                                                                                                      
|       
|        | 13     |                         |  | 2003 Annual Report. The 2003 Annual Report,
    except for those portions that are expressly incorporated by
    reference, is furnished for the information of the Commission
    and is not to be deemed filed as part of
    this filing.                                                                                          
|       
|        | 21     |                         |  | Subsidiaries of the registrant.                                                                                                                                                                                                                                                                                                         
|       
|        | 23     |                         |  | Consent of Deloitte & Touche LLP.                                                                                                                                                                                                                                                                                                       
|       
|        | 31(a)  |                         |  | Certification pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                            
|       
|        | 31(b)  |                         |  | Certification pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                            
|       
|        | 32     |                         |  | Certification pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                            
|       
|        | 99     |                         |  | 2004 Notice of Meeting, Proxy Circular and
    Form of Proxy. The 2004 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.