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Form 11-K
 ANNUAL REPORT PURSUANT
TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
  x
    
    ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number 001-10351
 A.
    
    Full title of the plan and the address of the plan, if different from that of the issuer
named below:
 PCS U.S. Employees Savings Plan
 B.
    
    Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office:
 Potash Corporation of Saskatchewan Inc.

122  1st Avenue South

Saskatoon, Saskatchewan, Canada S7K 7G3




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PCS U.S.
Employees Savings Plan
 Financial Statements as of
December 31, 2010 and 2009, and for the
Year Ended December 31, 2010,
Supplemental Schedule as of and for the Year Ended December 31, 2010,
and Report of Independent Registered Public Accounting Firm




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##### 



PCS U.S. EMPLOYEES SAVINGS PLAN
 TABLE OF CONTENTS
  
 PageREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    
    
    1FINANCIAL STATEMENTS:Statements of Net Assets Available for Benefits as of December 31, 2010 and 2009
    
    
    2Statement of Changes in Net Assets Available for Benefits for the
Year Ended December 31, 2010
    
    
    3Notes to Financial Statements as of December 31, 2010 and 2009, and for the
Year Ended December 31, 2010
    
    
    412SUPPLEMENTAL SCHEDULE:
    
    
    13Form 5500, Schedule H, Part IV, Line 4i  Schedule of Assets (Held at End of Year)
as of December 31, 2010
    
    
    14
 NOTE:
    
    All other schedules required by Section 29 CFR 2520.103 10 of the Department of
Labors Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 have been omitted because they are not
applicable.Exhibit 23.1




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




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PCS U.S. EMPLOYEES SAVINGS PLAN
 
 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2010 AND 2009
 
 2010
    
    
    2009ASSETS:Participant-directed investments  at fair value (Note 3)
    
    $
    298,315,776
    
    
    $
    248,892,225Receivables:Notes receivable from participants
    
    
    6,796,212
    
    
    
    6,145,887Company performance contribution
    
    
    3,879,983
    
    
    
    1,872,065Unsettled trades   net
    
    
    1,815,314
    
    
    
    21,942Total receivables
    
    
    12,491,509
    
    
    
    8,039,894Total assets
    
    
    310,807,285
    
    
    
    256,932,119LIABILITIES  Corrective distributions payable
    
    
    (179,047
    )
    
    
    (33,381
    )NET ASSETS AVAILABLE FOR BENEFITS  At fair
value
    
    
    310,628,238
    
    
    
    256,898,738ADJUSTMENT FROM FAIR VALUE TO CONTRACT
VALUE FOR FULLY BENEFIT-RESPONSIVE
INVESTMENT CONTRACTS
    
    
    (541,706
    )
    
    
    623,260NET ASSETS AVAILABLE FOR BENEFITS
    
    $
    310,086,532
    
    
    $
    257,521,998
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PCS U.S. EMPLOYEES SAVINGS PLAN
 
 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2010
 
 ADDITIONS:Company matching contributions
    
    $
    3,293,830Company performance contribution
    
    
    3,879,984Participant contributions
    
    
    10,177,629Rollover contributions
    
    
    230,553Total contributions
    
    
    17,581,996Investment income:Net appreciation in fair value of investments (Note 3)
    
    
    55,053,847Interest and dividends
    
    
    2,843,739Net investment income
    
    
    57,897,586Total additions
    
    
    75,479,582DEDUCTIONS:Benefits paid to participants
    
    
    (22,708,457
    )Administrative expenses
    
    
    (60,925
    )Corrective distributions
    
    
    (145,666
    )Total deductions
    
    
    (22,915,048
    )INCREASE IN NET ASSETS
    
    
    52,564,534NET ASSETS AVAILABLE FOR BENEFITS:Beginning of year
    
    
    257,521,998End of year
    
    $
    310,086,532
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PCS U.S. EMPLOYEES SAVINGS PLAN
 
 NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2010 AND 2009, AND FOR THE YEAR ENDED DECEMBER 31, 2010
 
 1.
    
    DESCRIPTION OF PLANThe following description of the PCS U.S. Employees Savings Plan (the Plan) is provided for
general information purposes only. Participants should refer to the Plan document for more
complete information.General The Plan is a defined contribution plan sponsored by PCS Administration (USA), Inc.
(the Company) covering all eligible employees of the Company; PCS Phosphate Company, Inc.;
PCS Sales (USA), Inc.; certain employees of White Springs Agricultural Chemicals, Inc.; and
certain employees of PCS Nitrogen, as defined in the Plan. The Employee Benefits
Committee of the Company controls and manages the operation and administration of the Plan.
Fidelity Management Trust Company (Fidelity) serves as the trustee of the Plan. The Plan is
subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).In October 2009, Potash Corporation of Saskatchewan Inc.
(PCS), the parent company of the Plan sponsor, announced a reduction of personnel at the
White Springs, Florida facility. Severance packages were issued to each of those personnel
affected (2009 White Springs Severance Program). All employees who were eligible to receive
plan benefits under the 2009 White Springs Severance Program were fully vested and eligible to
receive a 2009 performance contribution, as provided in the Plan. There were no additional Plan
enhancements. The reduction did not have any impact on the benefits disclosed in the Plans
financial statements.Contributions Participants may contribute up to 50% of base compensation each year, as
defined in the Plan, subject to certain Internal Revenue Code (IRC) limitations. These
contributions may be pretax contributions and/or after-tax contributions. Participants who are
age 50 and over may also make additional catch-up contributions.The Plan has an automatic enrollment provision, under which new participants are set up with a
3% pretax deferral, unless they formally waive participation or elect a different participation
level.The Company will match $0.50 for each $1.00 of participant contributions, excluding catch-up
contributions, up to 6% of base compensation, subject to certain limitations as described in
the Plan and the IRC of 1986, as amended. Participants may also rollover amounts
representing distributions from other qualified defined benefit or contribution plans (rollover
contributions), which are not eligible for the Company match.The Company may also make a discretionary Company performance contribution ranging from 0% to
3% of each eligible participants base pay. The 2010 and 2009 Company performance contributions
were 3% and 1.5%, respectively, of each eligible participants base pay.Participant Accounts Individual accounts are maintained for each Plan participant. Each
participants account is credited with the participants contribution, the Companys matching
contribution, the Companys performance contribution when applicable, and allocations of Plan
earnings, and is charged with withdrawals, allocation of Plan losses and administrative
expenses. Allocations are based on participant earnings or account balances, as defined in the
Plan. The benefit to which a participant is entitled is the benefit that can be provided from
the participants account.
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Investments Participants direct the investment of their account balances and contributions
into various investment options offered by the Plan. The Plan currently offers Potash
Corporation of Saskatchewan Inc. (PCS) common stock, a selection of mutual funds, and one
pooled investment stable value fund. The U.S. Government Reserves Fund is used to maintain
dividends distributed by a participants investment in PCS common stock and is not available as
a participant-directed investment option. The PCS stock purchase account is a money market fund
that is used in the recordkeeping of the purchases and sales of fractional shares of Company
stocks and is not available as a participant-directed investment option.Participants who are enrolled in the Plan under the automatic enrollment provision and who have
not otherwise made an investment election, will have their contributions and the employer
contributions invested in the Plans default fund which has been designated as the Fidelity
Freedom Funds, specifically the Freedom Fund that has a target retirement date closest to the
year that the participant might retire, based on the participants current age and assuming a
normal retirement age of 65.Effective October 1, 2008, the investment option Legg Mason Value Trust FI Class was no
longer available for new contributions. A new investment option, T. Rowe Price Dividend Growth
Fund, was added to the Plan as of October 26, 2009. All existing balances in the Legg Mason
Value Trust F1 Class were transferred into the T. Rowe Price Dividend Growth Fund on January 4,
2010. The Fidelity Overseas Fund was removed as an investment option effective July 1, 2010,
and was replaced by the Harbor International Fund  Institutional Class. Existing balances
were transferred from the Fidelity Overseas Fund to the Harbor International Fund 
Institutional Class on August 2, 2010. The Fidelity OTC Portfolio was added as an additional
investment option on December 16, 2010.Vesting Participants are immediately vested in their account balances.Participant Loans Participants may borrow from their fund accounts up to a maximum amount
equal to the lesser of $50,000 or 50% of the participant contribution portion of their account
balance. Loan terms range from one to five years or up to 20 years for the purchase of a
primary residence. The loans are secured by the balance in the participants account and bear
interest at two percentage points above the rate for five-year U.S. Treasury notes on the last
day of the preceding calendar quarter in which the funds are borrowed. Loans for the purchase
of a primary residence bear interest at the standard lending rate for 20-year fixed rate home
mortgage loans. Principal and interest are paid ratably through payroll deductions.Payments of Benefits On termination of service, a participant may elect to receive either a
lump-sum amount equal to the value of the participants interest in his or her account; or
monthly, quarterly, or annual installments over the participants estimated life span. Other
forms of benefits are also provided to participants whose accounts were transferred from other
plans. A participant may elect to receive payment of benefits prior to termination of service,
as defined in the Plan. Participants may elect to receive their
investment in the PCS stock
fund in cash or in whole shares of PCS common stock. The Plan includes an ESOP feature with a
dividend payout program whereby participants may elect to receive
dividends paid on their shares of PCS common stock in the PCS stock fund.Plan Amendments In 2010, the Plan was amended to (1) incorporate provisions for compliance
with the requirements of the Heroes Assistance and Relief Tax Act of 2008, (2) consolidate and
clarify the provisions addressing the direct rollover of distributions from the Plan, and (3)
reflect certain clarifying changes to the Plan.In 2009, the Plan was amended to comply with the Final Code Section 415 Regulations, the
Pension Protection Act of 2006, and subsequent laws and regulations. An amendment was made to
memorialize
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the terms of the 2009 White Springs Severance Program. This amendment identified participants
who are covered under the Plan and the various dates of coverage, defined eligibility for a
2009 performance contribution and clarified how severance pay or
additional compensation would
be considered in determining any type of contributions or benefits under the Plan for
participants who qualified for this program. Loan provisions under the Plan were amended to allow
participants to continue to make loan repayments after they are no longer actively
employed.2.
    
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESBasis of Accounting The financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America (GAAP).Use of Estimates The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires Plan management to make
estimates and assumptions that affect the reported amounts of net assets available for benefits
and changes therein. Actual results could differ from those estimates.Risks and Uncertainties The Plan utilizes various investment instruments, including mutual
funds, a pooled investment stable value fund, and common stock. Investment securities, in
general, are exposed to various risks, such as interest rate, credit, and overall market
volatility. Due to the level of risk associated with certain investment securities, it is
reasonably possible that changes in the values of investment securities will occur in the near
term and that such changes could materially affect the amounts reported in the financial
statements.Investment Valuation and Income Recognition The Plans investments are stated at fair value.
Shares of mutual funds are valued at quoted market prices, which represent the net asset value
of shares held by the Plan at year-end. The PCS common stock is valued at quoted market price.
The Fidelity Managed Income Portfolio II (the Portfolio) is stated at fair value and then
adjusted to contract value as the Portfolios investment contracts are fully
benefit-responsive. Fair value of the Portfolio is the sum of the fair value of the underlying
investments. Contract value of the Portfolio is the sum of participant and Company
contributions, plus accrued interest thereon less withdrawals.In accordance with GAAP, the Portfolio is presented at fair value in participant-directed
investments in the statements of net assets available for benefits and an additional line item
is presented showing the adjustment from fair value to contract value. The statement of changes
in net assets available for benefits is presented on a contract value basis.Purchases and sales of securities are recorded on a trade-date basis. Interest income is
recorded on the accrual basis. Dividends are recorded on the ex-dividend date.Management fees and operating expenses charged to the Plan for investments in the mutual funds
and pooled investment stable value fund are deducted from income earned on a daily basis and
are not separately charged to an expense. Consequently, management fees and operating expenses
are reflected as a reduction of investment return for such investments.The Fidelity Managed Income Portfolio II The Portfolio is a stable value fund that is a
commingled pool of the Fidelity Group Trust for Employee Benefit Plans. The Portfolio may
invest in fixed interest insurance company investment contracts, money market funds, corporate
and government bonds, mortgage-backed securities, bond funds, and other fixed income
securities, with the objective of providing a high level of return that is consistent with also
providing stability of investment return, preservation of capital and liquidity to pay plan
benefits of its retirement plan investors. Fair value of
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the Portfolio is the net asset value of its holdings at year-end. Underlying securities for
which quotations are readily available are valued at their most recent bid prices or are valued
on the basis of information provided by a pricing service. Fair value of the underlying
investment contracts is estimated using a discounted cash flow model.Participants may ordinarily direct the withdrawal or transfer of all or a portion of their
investment in the Portfolio at contract value. The crediting interest rates were 1.82% and
1.53% at December 31, 2010 and 2009, respectively, which were based on the interest rates of
the underlying portfolio of assets. The average yield for the year ended December 31, 2010 was
2.25%.Notes Receivable from Participants Notes receivable from participants are measured at their
unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are
recorded as distributions based on the terms of the Plan.Administrative Expenses Administrative expenses of the Plan are paid by the Plan or the Plan
sponsor, as provided in the Plan.Payment of Benefits Benefit payments to participants are recorded upon distribution. There
were no amounts allocated to accounts of participants who had elected
to withdraw from the Plan,
but had not yet been paid at December 31, 2010 and 2009.Corrective Distributions Payable The Plan is required to return contributions received
during the Plan year in excess of the IRC limits.New Accounting Guidance  In January 2010, the Financial Accounting Standards Board (FASB)
issued Accounting Standards Update (ASU) No. 2010-06, Fair Value Measurements and Disclosures
(Topic 820): Improving Disclosures about Fair Value Measurements, adding new requirements for
disclosures for Levels 1 and 2, separate disclosures of purchases, sales, issuances, and
settlements relating to Level 3 measurements and clarification of existing fair value
disclosures. ASU No. 2010-06 is effective for the Plans year ended December 31, 2010, except
for the requirement to provide Level 3 activity of purchases, sales, issuances, and settlements
on a gross basis, which will be effective for the Plans year ending December 31, 2011. The
Plan has adopted the provisions of ASU No. 2010-06 relating to Levels 1 and 2 disclosures for
the year ended December 31, 2010 and will adopt the provisions relating to Level 3 for the year
ending December 31, 2011. Other than requiring additional disclosures, the adoption of this new
guidance has not and will not have a material impact on the Plans financial statements.In September 2010, the FASB issued ASU No. 2010-25, Reporting Loans to Participants by Defined
Contribution Pension Plans. This ASU requires participant loans to be classified as notes
receivable from participants, which are segregated from plan investments and measured at their
unpaid principal balance plus any accrued but unpaid interest. This guidance is effective for
the Plans year ended December 31, 2010. This guidance should be applied retrospectively to all
periods presented. The Plan adopted this guidance during 2010 and reclassified participant
loans, in the amount of $6,145,887 as of December 31, 2009, from plan investments to a
component of receivables in the statements of net assets available for benefits.
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3.
    
    INVESTMENTSThe Plans investments are shown below. Investments that represent 5% or more of the Plans net
assets available for benefits as of December 31, 2010 and 2009,
are marked with an asterisk as follows:
 2010
    
    
    2009Fixed income and bond funds:Fidelity Managed Income Portfolio II
    
    $
    54,860,036
    *
    
    $
    49,606,450
    *Fidelity Retirement Money Market Portfolio
    
    
    11,994,651
    
    
    
    13,026,692
    *Fidelity Institutional Short-Intermediate
Government Fund
    
    
    9,468,080
    
    
    
    6,649,210Fidelity U.S. Government Reserves Fund
    
    
    140
    
    
    
    140Equity funds:Davis NY Venture A
    
    
    14,823,304
    
    
    
    13,974,819
    *Harbor International Fund  Institutional Class
    
    
    7,224,597T. Rowe Price Dividend Growth Fund
    
    
    5,496,874
    
    
    
    66,346Legg Mason Value Trust FI Class
    
    
    
    
    
    
    4,601,354ABF Large Cap Value Inst
    
    
    1,020,090
    
    
    
    811,105Fidelity Puritan Fund
    
    
    10,964,903
    
    
    
    10,655,832Fidelity Growth Company
    
    
    13,659,463
    
    
    
    10,459,391Fidelity OTC Portfolio
    
    
    86,509Fidelity Overseas Fund
    
    
    
    
    
    
    6,680,810Fidelity Mid-Cap Stock Fund
    
    
    6,608,959
    
    
    
    4,915,230Fidelity Small Cap Stock Fund
    
    
    4,908,028
    
    
    
    3,338,126Fidelity Freedom Income
    
    
    903,055
    
    
    
    583,571Fidelity Freedom 2000
    
    
    335,168
    
    
    
    212,469Fidelity Freedom 2005
    
    
    46,304
    
    
    
    28,564Fidelity Freedom 2010
    
    
    2,281,367
    
    
    
    1,914,235Fidelity Freedom 2015
    
    
    1,702,461
    
    
    
    1,523,422Fidelity Freedom 2020
    
    
    2,916,452
    
    
    
    1,788,832Fidelity Freedom 2025
    
    
    1,666,211
    
    
    
    1,247,000Fidelity Freedom 2030
    
    
    878,920
    
    
    
    657,499Fidelity Freedom 2035
    
    
    826,486
    
    
    
    519,114Fidelity Freedom 2040
    
    
    1,013,921
    
    
    
    590,612Fidelity Freedom 2045
    
    
    443,690
    
    
    
    227,214Fidelity Freedom 2050
    
    
    563,340
    
    
    
    307,838Fidelity
Spartan U.S. Equity Index Fund
    
    
    8,978,535
    
    
    
    7,734,054PCS common stock
    
    
    134,642,793
    *
    
    
    106,771,270
    *PCS stock purchase account
    
    
    1,439
    
    
    
    1,026Total at fair value
    
    $
    298,315,776
    
    
    $
    248,892,225
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During 2010, the Plans investments (including gains and losses on investments bought and sold,
as well as held during the year) appreciated (depreciated) in value as follows:
 Fixed income and bond funds  Fidelity Institutional Short-Intermediate
Government Fund
    
    $
    (28,198
    )Equity funds:Davis NY Venture A
    
    
    1,416,110Harbor International Fund  Institutional Class
    
    
    751,113T. Rowe Price Dividend Growth Fund
    
    
    511,043Legg Mason Value Trust FI Class
    
    
    88,531ABF Large Cap Value Inst
    
    
    112,708Fidelity Puritan Fund
    
    
    1,164,219Fidelity Growth Company
    
    
    2,300,129Fidelity OTC Portfolio
    
    
    (369
    )Fidelity Overseas Fund
    
    
    (360,019
    )Fidelity Mid-Cap Stock Fund
    
    
    1,235,902Fidelity Small Cap Stock Fund
    
    
    885,763Fidelity Freedom Income
    
    
    45,267Fidelity Freedom 2000
    
    
    15,256Fidelity Freedom 2005
    
    
    1,065Fidelity Freedom 2010
    
    
    155,696Fidelity Freedom 2015
    
    
    143,177Fidelity Freedom 2020
    
    
    287,390Fidelity Freedom 2025
    
    
    163,962Fidelity Freedom 2030
    
    
    81,412Fidelity Freedom 2035
    
    
    87,240Fidelity Freedom 2040
    
    
    105,781Fidelity Freedom 2045
    
    
    42,662Fidelity Freedom 2050
    
    
    55,705Fidelity
Spartan U.S. Equity Index Fund
    
    
    1,011,352PCS common stock
    
    
    44,780,950Net appreciation of investments
    
    $
    55,053,847
 The participants in the Plan are able to redeem from the Portfolio immediately. The Portfolio
has no redemption restrictions and there is no redemption notice period required for
participants.4.
    
    EXEMPT PARTY-IN-INTEREST TRANSACTIONSCertain Plan investments are shares of investment funds managed by Fidelity. Fidelity is the
trustee as defined by the Plan, and therefore, these transactions qualify as exempt
party-in-interest transactions. Fees paid by the Plan for the investment management services
were included as a reduction of the return earned on each fund.At December 31, 2010 and 2009, the Plan held approximately 869,617 and 984,067 shares,
respectively, of PCS common stock, with a cost basis of $61,648,757 and $67,852,114,
respectively. During the year ended December 31, 2010, the Plan recorded dividend income of
$377,180.
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5.
    
    PLAN TERMINATIONAlthough it has not expressed any intention to do so, the Company has the right under the Plan
to discontinue its contributions at any time and to terminate the Plan subject to the
provisions set forth in ERISA. In the event that the Plan is terminated, participants would
become 100% vested in their accounts.6.
    
    FAIR VALUE MEASUREMENTSFair value is defined under GAAP as the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants at the
measurement date. Depending on the nature of the asset or liability, various techniques and
assumptions can be used to estimate fair value. Fair value measurements establish a fair value
hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The
hierarchy gives the highest priority to unadjusted quoted prices in active markets for
identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable
inputs (Level 3 measurements). The three levels of inputs within the fair value hierarchy are
described below:Basis of Fair Value Measurement:Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement
date for identical, unrestricted assets or liabilities;Level 2 Quoted prices in markets that are not considered to be active or financial
instruments for which all significant inputs are observable, either directly or indirectly.
Level 2 inputs may also include pricing models whose inputs are observable or derived
principally from or corroborated by observable market data;Level 3 Prices or valuations that require inputs that are both significant to the fair value
measurement and unobservable.A financial instruments level within the fair value hierarchy is based on the lowest level of
any input that is significant to the fair value measurement.The following descriptions of the valuation methods and assumptions used by the Plan to
estimate the fair values of the investments apply to the investments held.Common stock Common stocks are valued using quoted prices listed on nationally recognized
securities exchanges (Level 1 inputs).Mutual funds The fair values of mutual fund investments are determined by obtaining quoted
prices on nationally recognized securities exchanges (Level 1 inputs).Stable value fund The fair values of participation units in stable value funds are based upon
the net asset values of such fund, after adjustments to reflect all fund investments at fair
value, including direct and indirect interests in fully benefit-responsive contracts, as
reported in the audited financial statements of the fund (Level 2 inputs).
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The following table sets forth by level within the fair value hierarchy the Plan investment
assets at fair value, as of December 31, 2010 and 2009.
 Investment Assetsat Fair Value as of December 31, 2010Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalPCS common stock
    
    $
    134,642,793
    
    
    $
    
    
    
    $
    
    
    
    $
    134,642,793Mutual funds:Balanced funds
    
    
    24,542,278
    
    
    
    
    
    
    
    
    
    
    
    24,542,278Large cap equity funds
    
    
    44,064,775
    
    
    
    
    
    
    
    
    
    
    
    44,064,775Mid cap equity funds
    
    
    6,608,959
    
    
    
    
    
    
    
    
    
    
    
    6,608,959Small cap equity funds
    
    
    4,908,028
    
    
    
    
    
    
    
    
    
    
    
    4,908,028International equity funds
    
    
    7,224,597
    
    
    
    
    
    
    
    
    
    
    
    7,224,597Bond fund
    
    
    9,468,080
    
    
    
    
    
    
    
    
    
    
    
    9,468,080Short term funds
    
    
    11,996,230
    
    
    
    
    
    
    
    
    
    
    
    11,996,230Stable value fund
    
    
    
    
    
    
    54,860,036
    
    
    
    
    
    
    
    54,860,036Total investment assets at
fair value
    
    $
    243,455,740
    
    
    $
    54,860,036
    
    
    $
    
    
    
    $
    298,315,776
 Investment Assetsat Fair Value as of December 31, 2009Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalPCS common stock
    
    $
    106,771,270
    
    
    $
    
    
    
    $
    
    
    
    $
    106,771,270Mutual funds:Balanced funds
    
    
    20,256,202
    
    
    
    
    
    
    
    
    
    
    
    20,256,202Large cap equity funds
    
    
    37,647,069
    
    
    
    
    
    
    
    
    
    
    
    37,647,069Mid cap equity funds
    
    
    4,915,230
    
    
    
    
    
    
    
    
    
    
    
    4,915,230Small cap equity funds
    
    
    3,338,126
    
    
    
    
    
    
    
    
    
    
    
    3,338,126International equity funds
    
    
    6,680,810
    
    
    
    
    
    
    
    
    
    
    
    6,680,810Bond fund
    
    
    6,649,210
    
    
    
    
    
    
    
    
    
    
    
    6,649,210Short term funds
    
    
    13,027,858
    
    
    
    
    
    
    
    
    
    
    
    13,027,858Stable value fund
    
    
    
    
    
    
    49,606,450
    
    
    
    
    
    
    
    49,606,450Total investment assets at
fair value
    
    $
    199,285,775
    
    
    $
    49,606,450
    
    
    $
    
    
    
    $
    248,892,225
 7.
    
    FEDERAL INCOME TAX STATUSThe Internal Revenue Service has determined and informed the Company by a letter, dated
December 19, 2008, that the Plan was designed in accordance with applicable IRC requirements.
Although the Plan has been amended since receiving the determination
letter, the Plan administrator believes that the Plan is designed and
is currently being operated in compliance with the applicable
requirements of the IRC. Therefore, no provision for income taxes has been included in the Plans financial statements.
 - 11 -




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8.
    
    RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500A reconciliation of the financial statements to the Form 5500 as of December 31, 2010 and 2009,
is as follows:
 2010
    
    
    2009Statements of net assets available for benefits:Net assets available for benefits per the financial
statements
    
    $
    310,086,532
    
    
    $
    257,521,998Company performance contribution receivable
    
    
    (3,879,983
    )
    
    
    (1,872,065
    )Corrective distributions payable at December 31
    
    
    179,047
    
    
    
    33,381Adjustment from fair value to contract value for
fully benefit-responsive investment contracts
    
    
    541,706
    
    
    
    (623,260
    )Rounding
    
    
    (1
    )
    
    
    (1
    )Net assets available for benefits per the Form 5500  at
fair value
    
    $
    306,927,301
    
    
    $
    255,060,053Statement of changes in net assets available for benefits:Increase in net assets per the financial statements
    
    $
    52,564,534Increase in Company performance contribution receivable
    
    
    (2,007,918
    )Increase corrective distributions payable at December 31
    
    
    145,666Net change in adjustment from fair value to contract value
    
    
    1,164,966Net income per Form 5500
    
    $
    51,867,248
  - 12 -




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SUPPLEMENTAL SCHEDULE
 - 13 -




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##### Table of Contents



FORM 5500, SCHEDULE H, PART IV, LINE 4i  SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
AS OF DECEMBER 31, 2010
 
 Description of Investment,Including Maturity Date,Identity of Issuer, Borrower,
    
    Rate of Interest, Collateral,
    
    
    
    
    
    CurrentLessor, or Similar Party
    
    Par, or Maturity Value
    
    Cost**
    
    
    ValueSHARES OF REGISTERED INVESTMENT COMPANIES:Davis Selected Advisors, L.P.
    
    Davis NY Venture A
    
    
    
    
    
    $
    14,823,304American Beacon Advisors, Inc.
    
    ABF Large Cap Value Inst
    
    
    
    
    
    
    1,020,090Harbor International Fund
    
    Institutional Class
    
    
    
    
    
    
    7,224,597T. Rowe Price Investment Services, Inc.
    
    TRP Dividend Growth Fund
    
    
    
    
    
    
    5,496,874*
    
    Fidelity Management Trust Company
    
    Puritan Fund
    
    
    
    
    
    
    10,964,903*
    
    Fidelity Management Trust Company
    
    Growth Company
    
    
    
    
    
    
    13,659,463*
    
    Fidelity Management Trust Company
    
    OTC Portfolio
    
    
    
    
    
    
    86,509*
    
    Fidelity Management Trust Company
    
    Retirement Money Market Portfolio
    
    
    
    
    
    
    11,994,651*
    
    Fidelity Management Trust Company
    
    Mid-Cap Stock Fund
    
    
    
    
    
    
    6,608,959*
    
    Fidelity Management Trust Company
    
    Small Cap Stock Fund
    
    
    
    
    
    
    4,908,028*
    
    Fidelity Management Trust Company
    
    Freedom Income
    
    
    
    
    
    
    903,055*
    
    Fidelity Management Trust Company
    
    Freedom 2000
    
    
    
    
    
    
    335,168*
    
    Fidelity Management Trust Company
    
    Freedom 2005
    
    
    
    
    
    
    46,304*
    
    Fidelity Management Trust Company
    
    Freedom 2010
    
    
    
    
    
    
    2,281,367*
    
    Fidelity Management Trust Company
    
    Freedom 2015
    
    
    
    
    
    
    1,702,461*
    
    Fidelity Management Trust Company
    
    Freedom 2020
    
    
    
    
    
    
    2,916,452*
    
    Fidelity Management Trust Company
    
    Freedom 2025
    
    
    
    
    
    
    1,666,211*
    
    Fidelity Management Trust Company
    
    Freedom 2030
    
    
    
    
    
    
    878,920*
    
    Fidelity Management Trust Company
    
    Freedom 2035
    
    
    
    
    
    
    826,486*
    
    Fidelity Management Trust Company
    
    Freedom 2040
    
    
    
    
    
    
    1,013,921*
    
    Fidelity Management Trust Company
    
    Freedom 2045
    
    
    
    
    
    
    443,690*
    
    Fidelity Management Trust Company
    
    Freedom 2050
    
    
    
    
    
    
    563,340*
    
    Fidelity Management Trust Company
    
    Spartan U.S. Equity Index Fund
    
    
    
    
    
    
    8,978,535*
    
    Fidelity Management Trust Company
    
    Institutional Short-Intermediate Government Fund
    
    
    
    
    
    
    9,468,080*
    
    Fidelity Management Trust Company
    
    U.S. Government Reserves Fund
    
    $
    140
    
    
    
    140*

    COMMINGLED POOL  Fidelity Management Trust Company
    
    Managed Income Portfolio II
    
    
    
    
    
    
    54,860,036*

    POTASH CORPORATION OF SASKATCHEWAN
    
    PCS common stock, 869,616.954 shares
    
    
    
    
    
    
    134,642,793*

    PCS STOCK PURCHASE ACCOUNT
    
    Money market
    
    
    1,439
    
    
    
    1,439PARTICIPANT-DIRECTED INVESTMENTS
    
    
    
    
    
    
    
    
    298,315,776*

    PARTICIPANT LOANS
    
    Due 2011 through 2030; interest rates 3.25% to 8.25%.
    
    
    
    
    
    
    6,796,212TOTAL ASSETS HELD FOR INVESTMENT
    
    
    
    
    
    
    
    $
    305,111,988
 
 *
    
    Party-in-interest.**
    
    Cost information is not required for participant-directed investments and, therefore, is not
included. - 14 -




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SIGNATURES
  PCS U.S. Employees Savings Plan

(Name of Plan)Date:  June 17, 2011

/s/
David R. HaverickName:
    David R. HaverickTitle:
    Senior Director, Corporate Benefits
and HR FinancePCS Administration (USA), Inc.,
as Plan Administrator




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EXHIBIT INDEX
 Exhibit Number
    
    Description of Exhibit23.1
    
    
    Consent of Deloitte & Touche LLP