UNITED
    STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
    20549
       FORM 10-Q
   þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended
    March 31, 2009For the Quarterly Period Ended March 31, 2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission File Number 1-10351
    POTASH CORPORATION OF
    SASKATCHEWAN INC.
 (Exact name of registrant as specified in its charter)
    Canada

N/A(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)122  1st Avenue South

S7K 7G3Saskatoon, Saskatchewan, Canada

(Zip Code)(Address of principal executive offices)    306-933-8500
 (Registrants telephone number, including area code)
    þ o
  Regulation S-T
  o o
  Rule 12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o  Rule 12b-2).
  o þ




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##### 





PART I.  FINANCIAL
    INFORMATION
  ITEM 1.
    FINANCIAL
    STATEMENTS  
 Potash
    Corporation of Saskatchewan Inc.
  Condensed
    Consolidated Statements of Financial Position
    (in millions of US dollars except share amounts)
    (unaudited)
  March 31,


December 31,2009


2008AssetsCurrent assetsCash and cash equivalents

$
255.1


$
276.8Accounts receivable


1,052.5



1,189.9Inventories (Note 2)


659.1



714.9Prepaid expenses and other current assets


131.0



79.2Current portion of derivative instrument assets


8.6



6.42,106.3



2,267.2Derivative instrument assets


6.7



11.5Property, plant and equipment


5,137.5



4,812.2Investments


2,889.2



2,750.7Other assets


237.9



288.7Intangible assets


21.0



21.5Goodwill


97.0



97.0$
10,495.6


$
10,248.8LiabilitiesCurrent liabilitiesShort-term debt and current portion of long-term debt
    (Note 3)

$
539.1


$
1,324.1Accounts payable and accrued charges


906.7



1,183.6Current portion of derivative instrument liabilities


82.3



108.11,528.1



2,615.8Long-term debt (Note 4)


2,824.7



1,739.5Derivative instrument liabilities


139.1



120.4Future income tax liability


701.9



794.2Accrued pension and other post-retirement benefits


258.0



253.4Accrued environmental costs and asset retirement obligations


131.5



133.4Other non-current liabilities and deferred credits


3.3



3.25,586.6



5,659.9Contingencies and Guarantees(Notes 14 and 15,
    respectively)Shareholders EquityShare capital


1,405.0



1,402.5Unlimited authorization of common shares without par value;
    issued and outstanding 295,292,397 and 295,200,987 at
    March 31, 2009 and December 31, 2008, respectively
    Unlimited authorization of first preferred shares; none
    outstandingContributed surplus


128.1



126.2Accumulated other comprehensive income


694.9



657.9Retained earnings


2,681.0



2,402.34,909.0



4,588.9$
10,495.6


$
10,248.8    2




---



##### 



Potash
    Corporation of Saskatchewan Inc.
  Condensed
    Consolidated Statements of Operations and Retained Earnings
    (in millions of US dollars except per-share amounts)
    (unaudited)
  Three Months Ended March 312009


2008Sales(Note 8)

$
922.5


$
1,890.6Less: Freight


37.6



102.4Transportation
    and distribution


27.0



32.3Cost of
    goods sold


628.3



899.9Gross Margin


229.6



856.0Selling and administrative


43.4



47.2Provincial mining and other taxes


33.0



99.4Foreign exchange gain


(30.2
)


(27.7
)Other income (Note 10)


(35.0
)


(11.9
)11.2



107.0Operating Income


218.4



749.0Interest Expense(Note 11)


23.2



11.2Income Before Income Taxes


195.2



737.8Income Taxes(Note 6)


(113.1
)


171.8Net Income


308.3



566.0Retained Earnings, Beginning of Period


2,402.3



2,279.6Repurchase of Common Shares


-



(500.6
)Dividends


(29.6
)


(32.0
)Retained Earnings, End of Period

$
2,681.0


$
2,313.0Net Income Per Share(Note 7)Basic

$
1.04


$
1.79Diluted

$
1.02


$
1.74Dividends Per Share

$
0.10


$
0.10    3




---



##### 



Potash
    Corporation of Saskatchewan Inc.
  Condensed
    Consolidated Statements of Cash Flow
    (in millions of US dollars)
    (unaudited)
  Three Months EndedMarch 312009


2008Operating ActivitiesNet income

$
308.3


$
566.0Adjustments to reconcile net income to cash provided by
    operating activitiesDepreciation and amortization


74.0



79.9Stock-based compensation


2.5



2.8Loss on disposal of property, plant and equipment


0.5



0.1Provision for auction rate securities


-



43.1Foreign exchange on future income tax


(13.8
)


(4.7
)Recovery of future income tax


(116.5
)


(20.6
)Undistributed earnings of equity investees


(37.9
)


(23.4
)Derivatives


(45.3
)


(17.1
)Other long-term liabilities


11.1



(0.6
)Subtotal of adjustments


(125.4
)


59.5Changes in non-cash operating working capitalAccounts receivable


137.4



(211.4
)Inventories


60.6



(123.1
)Prepaid expenses and other current assets


(26.8
)


(24.2
)Accounts payable and accrued charges


(255.4
)


175.5Subtotal of changes in non-cash operating working capital


(84.2
)


(183.2
)Cash provided by operating activities


98.7



442.3Investing ActivitiesAdditions to property, plant and equipment


(366.1
)


(196.5
)Purchase of long-term investments


-



(174.5
)Proceeds from disposal of property, plant and equipment


0.3



0.3Other assets and intangible assets


(11.2
)


(4.0
)Cash used in investing activities


(377.0
)


(374.7
)Cash before financing activities


(278.3
)


67.6Financing ActivitiesProceeds from long-term debt obligations


760.0



-Repayment of and finance costs on long-term debt obligations


(690.4
)


-Proceeds from short-term debt obligations


215.1



13.5Dividends


(29.7
)


(31.8
)Repurchase of common shares


-



(420.5
)Issuance of common shares


1.6



16.3Cash provided by (used in) financing activities


256.6



(422.5
)Decrease in Cash and Cash Equivalents


(21.7
)


(354.9
)Cash and Cash Equivalents, Beginning of Period


276.8



719.5Cash and Cash Equivalents, End of Period

$
255.1


$
364.6Cash and cash equivalents comprised of:Cash

$
42.7


$
71.5Short-term investments


212.4



293.1$
255.1


$
364.6Supplemental cash flow disclosureInterest paid

$
15.5


$
14.3Income taxes paid

$
147.2


$
158.5    4




---



##### 



Potash
    Corporation of Saskatchewan Inc.
  Condensed
    Consolidated Statements of Comprehensive Income
    (in millions of US dollars)
    (unaudited)
  Three Months Ended March 31(Net of related income taxes)

2009


2008Net income

$
308.3


$
566.0Other comprehensive incomeNet increase in unrealized gains on available-for-sale
    securities(1)


73.7



149.0Net (losses) gains on derivatives designated as cash flow
    hedges(2)


(45.2
)


44.1Reclassification to income of net losses (gains) on cash flow
    hedges(3)


8.6



(5.7
)Unrealized foreign exchange (losses) gains on translation of
    self-sustaining foreign operations


(0.1
)


1.6Other comprehensive income


37.0



189.0Comprehensive income

$
345.3


$
755.0   (1)
    
    Available-for-sale securities are
    comprised of shares in Israel Chemicals Ltd. and Sinofert
    Holdings Limited and investments in auction rate securities, and
    are net of income taxes of $26.8 (2008  $30.4)(2)
    
    Cash flow hedges are comprised of
    natural gas derivative instruments, and are net of income taxes
    of $(27.5) (2008  $18.9)(3)
    
    Net of income taxes of $(5.3)
    (2008  $2.5)   Condensed
    Consolidated Statements of Accumulated Other Comprehensive
    Income
    (in millions of US dollars)
    (unaudited)
  March 31,


December 31,(Net of related income taxes)

2009


2008Net unrealized gains on available-for-sale
    securities(1)

$
835.5


$
761.8Net unrealized losses on derivatives designated as cash flow
    hedges(2)


(137.2
)


(100.6
)Unrealized foreign exchange losses on translation of
    self-sustaining foreign operations


(3.4
)


(3.3
)Accumulated other comprehensive income


694.9



657.9Retained Earnings


2,681.0



2,402.3Accumulated Other Comprehensive Income and Retained
    Earnings

$
3,375.9


$
3,060.2   (1)
    
    $986.2 before income taxes
    (2008  $885.7)(2)
    
    $(218.9) before income taxes
    (2008  $160.2)   5




---



##### 



Potash
    Corporation of Saskatchewan Inc.
  Notes to
    the Condensed Consolidated Financial Statements
    For the Three Months Ended March 31, 2009
    (in millions of US dollars except share, per-share, percentage
    and ratio amounts)
    (unaudited)
  1.
    Significant
    Accounting Policies  Basis
    of Presentation
      Change
    in Accounting Policy
  Goodwill
    and Intangible Assets
        Recent
    Accounting Pronouncements
  IFRSs
   6




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##### 



Mining
    Exploration Costs
    2.
    Inventories  March 31,


December 31,2009


2008Finished products

$
351.1


$
421.8Intermediate products


147.8



117.1Raw materials


50.7



67.8Materials and supplies


109.5



108.2$
659.1


$
714.9     3.
    Short-Term
    Debt and Current Portion of Long-Term Debt  March 31,


December 31,2009


2008Commercial paper

$
538.9


$
324.8Credit facility


-



1,000.0538.9



1,324.8Current portion of long-term debt


0.2



0.2Less net unamortized debt costs


-



(0.9
)$
539.1


$
1,324.1   364-day
 7




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##### 



4.
    Long-Term
    Debt  March 31,


December 31,2009


2008Senior Notes7.750% notes due May 31, 2011

$
600.0


$
600.04.875% notes due March 1, 2013


250.0



250.05.875% notes due December 1, 2036


500.0



500.0Credit facilities


1,485.0



400.0Other


8.2



8.22,843.2



1,758.2Less net unamortized debt costs


(22.3
)


(22.8
)Add unamortized interest rate swap gains


3.6



3.92,824.5



1,739.3Less current maturities


(0.2
)


(0.2
)Add current portion of amortization


0.4



0.4$
2,824.7


$
1,739.5     5.
    Capital
    Management      March 31,


December 31,2009


2008Short-term debt and current portion of long-term debt

$
539.1


$
1,324.1Long-term debt


2,824.7



1,739.5Total debt


3,363.8



3,063.6Less: cash and cash equivalents


255.1



276.8Net debt


3,108.7



2,786.8Shareholders equity


4,909.0



4,588.9Less: accumulated other comprehensive income


694.9



657.9Adjusted shareholders equity


4,214.1



3,931.0Adjusted
    capital(1)

$
7,322.8


$
6,717.8   (1)
    
    Adjusted capital = (total
    debt − cash and cash equivalents) +
    (shareholders equity − accumulated other
    comprehensive income)   8




---



##### 



As At or For the12 Months EndedMarch 31,


December 31,2009


2008Components of ratiosAdjusted EBITDA (twelve months ended)

$
4,450.4


$
5,030.0Net debt

$
3,108.7


$
2,786.8Adjusted interest expense (twelve months ended)

$
122.1


$
105.7Adjusted capital

$
7,322.8


$
6,717.8RatiosAdjusted EBITDA to adjusted interest
    expense(1)


36.4



47.6Net debt to adjusted
    EBITDA(2)


0.7



0.6Net debt to adjusted
    capital(3)


42.5%



41.5%   (1)
    
    Adjusted EBITDA to adjusted
    interest expense = adjusted EBITDA (twelve months ended) /
    adjusted interest expense (twelve months ended)  (2)
    
    Net debt to adjusted EBITDA =
    (total debt − cash and cash equivalents) / adjusted
    EBITDA (twelve months ended)(3)
    
    Net debt to adjusted capital =
    (total debt − cash and cash equivalents) / (total
    debt − cash and cash equivalents + total
    shareholders equity − accumulated other
    comprehensive income)        Twelve














TwelveMonths Ended


Three Months Ended


Months EndedMarch 31,


March 31,


December 31,


September 30,


June 30,


December 31,2009


2009


2008


2008


2008


2008Net income

$
3,237.5


$
308.3


$
788.0


$
1,236.1


$
905.1


$
3,495.2Income taxes


792.2



(113.1
)


66.8



463.3



375.2



1,077.1Interest expense


74.8



23.2



20.6



15.3



15.7



62.8Depreciation and amortization


321.6



74.0



80.4



83.3



83.9



327.5Provision for auction rate securities


45.7



-



17.5



27.5



0.7



88.8Gain on sale of assets


(21.4
)


-



-



(21.4
)


-



(21.4
)Adjusted EBITDA

$
4,450.4


$
292.4


$
973.3


$
1,804.1


$
1,380.6


$
5,030.0   Twelve














TwelveMonths Ended


Three Months Ended


Months EndedMarch 31,


March 31,


December 31,


September 30,


June 30,


December 31,2009


2009


2008


2008


2008


2008Interest expense

$
74.8


$
23.2


$
20.6


$
15.3


$
15.7


$
62.8Interest capitalized to property, plant and equipment


47.3



12.8



10.8



13.2



10.5



42.9Adjusted interest expense

$
122.1


$
36.0


$
31.4


$
28.5


$
26.2


$
105.7  9




---



##### 



6.
    Income
    Taxes      
    A future income tax recovery of $119.2 for a tax rate reduction
    resulting from an internal restructuring.
    A current income tax recovery of $47.6 that related to an
    increase in permanent deductions in the US from prior years,
    which will have a positive impact on cash.    
    The benefit of a scheduled one and a half percentage point
    reduction in the Canadian federal income tax rate applicable to
    resource companies along with the elimination of the one percent
    surtax.
    A future income tax recovery of $42.0 that related to an
    increase in permanent deductions in the US from prior years.
    No tax expense on the $25.3 gain that resulted from the change
    in fair value of the forward purchase contract for shares in
    Sinofert Holdings Limited (Sinofert) as the gain was
    not taxable.  7.
    Net
    Income Per Share      8.
    Segment
    Information    Three Months Ended March 31, 2009Potash


Phosphate


Nitrogen


All Others


ConsolidatedSales

$
269.2


$
329.9


$
323.4


$
-


$
922.5Freight


6.7



18.2



12.7



-



37.6Transportation and distribution


3.6



8.4



15.0



-



27.0Net sales  third party


258.9



303.3



295.7



-Cost of goods sold


92.3



294.5



241.5



-



628.3Gross margin


166.6



8.8



54.2



-



229.6Depreciation and amortization


7.5



39.0



25.3



2.2



74.0Inter-segment sales


-



-



5.8



-



-   10




---



##### 



Three Months Ended March 31, 2008Potash


Phosphate


Nitrogen


All Others


ConsolidatedSales

$
796.2


$
513.2


$
581.2


$
-


$
1,890.6Freight


55.3



32.1



15.0



-



102.4Transportation and distribution


11.4



8.0



12.9



-



32.3Net sales  third party


729.5



473.1



553.3



-Cost of goods sold


214.9



317.1



367.9



-



899.9Gross margin


514.6



156.0



185.4



-



856.0Depreciation and amortization


22.8



32.6



22.6



1.9



79.9Inter-segment sales


-



4.2



42.0



-



-   9.
    Pension
    and Other Post-Retirement Expenses  Three MonthsEnded March 31Defined Benefit Pension
    Plans

2009


2008Service cost

$
4.3


$
3.8Interest cost


11.1



10.0Expected return on plan assets


(9.6
)


(13.0
)Net amortization and change in valuation allowance


7.1



2.1Net expense

$
12.9


$
2.9   Three MonthsEnded March 31Other Post-Retirement
    Plans

2009


2008Service cost

$
1.5


$
1.4Interest cost


4.1



4.0Net amortization


0.1



0.1Net expense

$
5.7


$
5.5     10.
    Other
    Income  Three MonthsEnded March 312009


2008Share of earnings of equity investees

$
37.9


$
23.4Gain on forward purchase contract for shares in Sinofert


-



25.3Other


(2.9
)


6.3Provision for auction rate securities


-



(43.1
)$
35.0


$
11.9  11




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##### 



11.
    Interest
    Expense Three MonthsEnded March 312009

2008Interest expense onShort-term debt

$
4.3


$
1.7Long-term debt


33.7



23.7Interest capitalized to property, plant and equipment


(12.8
)


(8.4
)Interest income


(2.0
)


(5.8
)$
23.2


$
11.2   12.
    Financial
    Instruments and Related Risk Management    Credit
    Risk
    March 31,

December 31,2009

2008Cash and cash equivalents

$
255.1


$
276.8Accounts receivable


1,052.5



1,189.9Derivative instrument assets


15.3



17.9Available-for-sale securitiesAuction rate
    securities(1)


18.1



17.2   (1)
    
    See Note 17.    March 31,

December 31,2009

20081  30 days

$
48.9


$
33.331  60 days


0.5



8.7Greater than 60 days


8.0



1.7$
57.4


$
43.7     As At and For the

As At and For theThree Months Ended

Year EndedMarch 31,

December 31,2009

2008Balance  beginning of period

$
7.7


$
5.9Provision for receivables impairment


0.4



5.0Receivables written off during the period as uncollectible
    (primarily related to offshore receivables)


-



(3.2
)Balance  end of period

$
8.1


$
7.7    12




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##### 



Liquidity
    Risk
    March 31, 2009Total


Amount OutstandingAmount


and Committed


Amount AvailableCredit facilities

$
2,780.0
(1)

$
2,028.9
(1)

$
751.1
(1)Line of credit


75.0



26.0
(2)


49.0   (1)
    
    The amount available under the
    $750.0 commercial paper program is limited to the availability
    of backup funds under the credit facilities. Included in the
    amount outstanding and committed is $543.9 of commercial paper.
    Per the terms of the agreements, the commercial paper
    outstanding and committed, as applicable, is based on the US
    dollar balance or equivalent thereof in lawful money of other
    currencies at the time of issue; therefore, subsequent changes
    in the exchange rate applicable to Canadian dollar denominated
    commercial paper have no impact on this balance.  (2)
    
    Letters of credit committed.          CarryingAmount ofLiability atMarch 31,


Contractual


Within








Over2009


Cash Flows


1 year


1 to 3 years


3 to 5 years


5 yearsShort-term debt
    obligations(1)

$
538.9


$
546.2


$
546.2


$
-


$
-


$
-Accounts payable and accrued
    charges(2)


413.0



413.0



413.0



-



-



-Long-term debt
    obligations(1)


2,843.2



3,923.3



127.1



1,528.8



1,089.9



1,177.5Derivative financial instrument liabilitiesForeign currency forward contracts


1.2Outflow






238.4



238.4



-



-



-Inflow






(237.2
)


(237.2
)


-



-



-Natural gas hedging derivatives


220.2



230.6



81.4



75.1



24.5



49.6$
4,016.5


$
5,114.3


$
1,168.9


$
1,603.9


$
1,114.4


$
1,227.1  13




---



##### 



(1)
    
    Contractual cash flows include
    contractual interest payments related to debt obligations.
    Interest rates on variable rate debt are based on prevailing
    rates at March 31, 2009.  (2)
    
    Excludes taxes, accrued interest,
    deferred revenues and current portions of accrued environmental
    costs and asset retirement obligations and accrued pension and
    other post-retirement benefits. This also excludes derivative
    financial instrument liabilities which have been presented
    separately.  Market
    Risk
    Foreign
    Exchange Risk
    Carrying Amount


Foreign Exchange Riskof Asset (Liability)


5% increase


5% decreaseat March 31,


in US$


in US$2009


Income


OCI


Income


OCICash and cash equivalents denominated in Canadian dollars

$
(2.4
)

$
0.1


$
-


$
(0.1
)

$
-Accounts receivable denominated in Canadian dollars


7.4



(0.4
)






0.4Available-for-sale investmentsIsrael Chemical Ltd. denominated in New Israeli Shekels


1,165.7



-



(58.3
)


-



58.3Sinofert denominated in Hong Kong dollars


678.9



-



(33.9
)


-



33.9Short-term debt denominated in Canadian dollars


(346.2
)


17.3



-



(17.3
)


-Accounts payable denominated in Canadian dollars


(95.0
)


4.8



-



(4.8
)


-Derivative instrumentsForeign currency forward contracts


7.3



(40.1
)


-



40.1



-    14




---



##### 



Interest
    Rate Risk
    Carrying Amount

Interest Rate Riskof Asset (Liability)

1% decrease in

1% increase inat March 31,

interest rates

interest rates2009

Income

OCI

Income

OCIFixed rate instrumentsSenior
    notes(1)

$
(1,352.3
)

$
-


$
-


$
-


$
-Variable rate instrumentsCash and cash equivalents


255.1



(2.6
)


-



2.6



-Available-for-sale investmentsAuction rate
    securities(2)


18.1



(1.3
)


-



1.3



-Credit facilities


(1,490.9
)


14.9



-



(14.9
)


-Short-term debt
    obligations(3)


(538.9
)


-



-



-



-   (1)
    
    The company does not measure any
    fixed rate debt at fair value. Therefore, changes in interest
    rates will not affect income or OCI as there is no change in the
    carrying value of fixed-rate debt and interest payments are
    fixed.  (2)
    
    See Note 17.(3)
    
    Commercial paper is excluded from
    interest rate risk on short-term obligations since interest
    rates are fixed for their stated period. The company is only
    exposed to interest rate risk on the issuance of new commercial
    paper. At March 31, 2009, short-term obligations consisted
    solely of commercial paper; therefore there is no interest rate
    risk on short-term debt.  Price
    Risk
    Carrying Amount

Price Riskof Asset (Liability)

10% decrease

10% increaseat March 31,

in prices

in prices2009

Income

OCI

Income

OCIDerivative instrumentsNatural gas hedging derivatives

$
(213.4
)

$
-


$
(80.1
)

$
-


$
81.2Available-for-sale investmentsIntercorporate investments


1,844.6



-



(184.5
)


-



184.5Auction rate
    securities(1)


18.1



n/a



n/a



n/a



n/a   (1)
    
    Due to the current lack of an
    active market for these securities, price sensitivities are not
    determinable. See Note 17.    Fair
    Value
  point-in-time
 15




---



##### 



March 31,


December 31,2009


2008Carrying





CarryingAmount


Fair Value


Amount


Fair Valueof Asset


of Asset


of Asset


of Asset(Liability)


(Liability)


(Liability)


(Liability)Cash and cash equivalents

$
255.1


$
255.1


$
276.8


$
276.8Accounts Receivable


1,052.5



1,052.5



1,189.9



1,189.9Derivative financial instruments


(206.1
)


(206.1
)


(210.6
)


(210.6
)Investments


2,889.2



5,498.8



2,750.7



4,615.2Short-term debt obligations


(539.1
)


(539.1
)


(1,323.9
)


(1,323.9
)Accounts payable and accrued charges


(906.7
)


(906.7
)


(1,183.6
)


(1,183.6
)Long-term debt


(2,843.2
)


(2,788.6
)


(1,758.2
)


(1,730.3
)     13.
    Seasonality    14.
    Contingencies  Canpotex
    Mining
    Risk
    Investment
    in Arab Potash Company Ltd. (APC)
   16




---



##### 



Legal and
    Other Matters
    
    In 1998, the company, along with other parties, was notified by
    the US Environmental Protection Agency (USEPA) of
    potential liability under the US federal Comprehensive
    Environmental Response, Compensation and Liability Act of 1980
    (CERCLA) with respect to certain soil and
    groundwater conditions at a PCS Joint Venture blending facility
    in Lakeland, Florida and certain adjoining property. In 1999,
    PCS Joint Venture signed an Administrative Order and Consent
    with the USEPA pursuant to which PCS Joint Venture agreed to
    conduct a Remedial Investigation and Feasibility Study
    (RI/FS) of these conditions. PCS Joint Venture and
    another party are sharing the costs of the RI/FS, which is now
    complete. A Record of Decision (ROD) based upon the
    RI/FS was issued on September 27, 2007. The ROD provides
    for a remedy that requires excavation of impacted soils and
    interim treatment of groundwater. The total remedy cost is
    estimated in the ROD to be $8.5. Soil excavation activities are
    expected to begin in the third quarter of 2009. PCS Joint
    Venture and additional potentially responsible parties are
    negotiating with the USEPA a Remedial Design/Remedial Action
    Consent Decree, pursuant to which the parties will perform the
    ROD remedy. In addition, negotiations are underway regarding the
    appropriate share of the cost of the remedy that should be borne
    by each party. Although PCS Joint Venture sold the Lakeland
    property in July 2006, it has retained the above-described
    remediation responsibilities and has indemnified the third-party
    purchaser for the costs of remediation and certain related
    claims.
    The USEPA has identified PCS Nitrogen, Inc. (PCS
    Nitrogen) as a potentially responsible party with respect
    to a former fertilizer blending operation in Charleston, South
    Carolina, known as the Planters Property or Columbia Nitrogen
    site, formerly owned by a company from which PCS Nitrogen
    acquired certain other assets. The USEPA has requested
    reimbursement of $3.0 of previously incurred response costs and
    the performance or financing of future site investigation and
    response activities from PCS Nitrogen and other named
    potentially responsible parties. In September 2005,
    Ashley II of Charleston, L.L.C., the current owner of the
    Planters Property, filed a complaint in the United States
    District Court for the District of South Carolina (the
    Court) seeking a declaratory judgment that PCS
    Nitrogen is liable to pay environmental response costs that
    Ashley II of Charleston, L.L.C. alleges it has incurred and
    will incur in connection with response activities at the site.
    The Court entered an order bifurcating the case into two phases.
    In the third quarter of 2007, the Court issued its decision for
    the first phase of the case, in which it determined that PCS
    Nitrogen is the successor to a former owner of the site and may
    be liable to Ashley II of Charleston, L.L.C. for its
    environmental response costs at the site. PCS Nitrogen has filed
    and is pursuing third-party complaints against owners and
    operators that it believes should be responsible parties with
    respect to the site. In the first quarter of 2009, the judge who
    had been handling the case disqualified himself and the case was
    transferred to a new judge. PCS Nitrogen has filed a motion to
    vacate the orders entered by the previous judge, including the
    order finding that PCS Nitrogen is a successor to a former owner
    of the site. PCS Nitrogen expects that the Court will issue a
    ruling on the motion to vacate in the second quarter of 2009.
    PCS Nitrogen denies that it is a potentially responsible party
    and is vigorously defending its interests in these actions.
    PCS Phosphate, along with several other entities, has received
    notice from parties to an Administrative Settlement Agreement
    (Settling Parties) with the USEPA of alleged
    contribution liability under CERCLA for costs incurred and to be
    incurred addressing PCB soil contamination at the Ward Superfund
    Site in Raleigh, North Carolina (Site). PCS
    Phosphate has agreed to participate, on a non-joint and several
    basis, with the Settling Parties in the performance of the
    removal action and the payment of certain other costs associated
    with the Site, including reimbursement of the USEPAs past
    costs. The cost of performing the removal at the Site is
    estimated at $65.0. The removal activities commenced at the Site
    in August 2007. The company anticipates recovering some portion
    of its expenditures in this matter from other liable parties. In
    addition to the removal action at the Site, investigation of
    sediments downstream of the Site in what is called
    Operable Unit 1 has occurred. In September 2008, the
    USEPA issued a final remedy, with an estimated cost of $6.1, for
    Operable Unit 1. In October 2008, the USEPA issued special
    notice letters to PCS Phosphate and other alleged potentially
    responsible parties requiring a good-faith offer to perform
    and/or pay
    for the
    clean-up of
    Operable Unit 1, to perform further investigation at the Site 17




---



##### 



and adjacent properties, and to reimburse USEPA for its past
    costs. In January 2009, in addition to good-faith offers made by
    other potentially responsible parties, PCS Phosphate, along with
    some of the Settling Parties, submitted a good-faith offer to
    the USEPA. The USEPA is reviewing the good-faith offers. At this
    time, the company is unable to evaluate the extent of any
    exposure that it may have for the matters addressed in the
    special notice letter.  
    The USEPA has an ongoing initiative to evaluate implementation
    within the phosphate industry of a particular exemption for
    mineral processing wastes under the hazardous waste program. In
    connection with this industry-wide initiative, the USEPA
    conducted hazardous waste compliance evaluation inspections at
    numerous phosphate operations, including the companys
    plants in Aurora, North Carolina; Geismar, Louisiana; and White
    Springs, Florida. The USEPA has notified the company of various
    alleged violations of the US Resource Conservation and Recovery
    Act (RCRA) at its Aurora and White Springs plants.
    The company and other industry members have met with
    representatives of the US Department of Justice, the USEPA and
    various state environmental agencies regarding potential
    resolutions of these matters. During these meetings, the company
    was informed that the USEPA also believes the Geismar plant is
    in violation of these requirements. As part of the initiative,
    the company entered into RCRA 3013 Administrative Orders on
    Consent to perform certain site assessment activities at its
    White Springs, Aurora and Geismar plants. The company is
    uncertain if any resolution will be possible without litigation,
    or, if litigation occurs, what the outcome would be. At this
    time, the company is unable to evaluate the extent of any
    exposure that it may have in these matters.
    The USEPA also has begun an initiative to evaluate compliance
    with the Clean Air Act at sulfuric and nitric acid plants. In
    connection with this industry-wide initiative, the USEPA has
    sent requests for information to numerous facilities, including
    the companys plants in Augusta, Georgia; Aurora, North
    Carolina; Geismar, Louisiana; Lima, Ohio; and White Springs,
    Florida. The USEPA has notified the company of various alleged
    violations of the Clean Air Act at its Geismar and Lima plants.
    The company has met and will continue to meet with
    representatives of the USEPA and the US Department of Justice
    regarding potential resolutions of these matters. At this time,
    the company is unable to evaluate the extent of any exposure
    that it may have in these matters.
    Significant portions of the companys phosphate reserves in
    Aurora, North Carolina are located in wetlands. Under the Clean
    Water Act, the company must obtain a permit from the US Army
    Corps of Engineers (the Corps) before disturbing the
    wetlands. The company has a permit from the Corps to mine
    specified areas. This permit expires in 2017, but the reserves
    in these areas could be exhausted before then. The company is
    seeking a new permit from the Corps to mine additional areas.
    This process includes significant public review and comment that
    could affect current mitigation and reclamation practices. On
    March 12, 2009, four environmental organizations
    (Pamlico-Tar River Foundation, North Carolina Coastal
    Federation, Environmental Defense Fund, and Sierra Club) filed a
    Petition for a Contested Case Hearing before the North Carolina
    Office of Administrative Hearings challenging the Certification
    issued to the Company by the North Carolina Department of
    Environment and Natural Resources Division of Water Quality
    pursuant to Section 401 of the Clean Water Act,
    33 U.S.C. § 1341 and state rules (401
    Challenge). The Company has intervened in this proceeding.
    On April 3, 2009, the USEPA sought review by the Assistant
    Secretary of the Army (ASA) of the District Corps of
    Engineers intent to issue a Section 404 permit
    (404 Permit) to the Company to continue its existing
    mining operations. On May 6, 2009, the ASA advised USEPA
    that the ASA supports the Districts intent to issue the
    404 Permit. The Company intends to cooperate with the USEPA, the
    Corps and other federal agencies review and assist in the
    resolution of this matter. Failure to achieve resolution of the
    404 Permit review and 401 Challenge would negatively affect our
    reserves and costs.
    Pursuant to the 1996 Corrective Action Consent Order (the
    Order) executed between PCS Nitrogen Fertilizer, LP,
    formerly known as Arcadian Fertilizer, LP (PCS Nitrogen
    Fertilizer) and Georgia Department of Natural Resources,
    Environmental Protection Division (GEPD) in
    conjunction with PCS Nitrogen Fertilizers purchase of
    certain real property located in Augusta, Georgia from the
    entity from which PCS Nitrogen Fertilizer previously leased such
    property, PCS Nitrogen Fertilizer agreed to perform certain
    activities including a facility investigation and, if necessary,
    a corrective action. In accordance with the Order, PCS Nitrogen
    Fertilizer has performed an investigation of environmental site 18




---



##### 



conditions and has documented its findings in several successive
    facility investigation reports submitted to GEPD. Based on these
    findings and on the requirements of the Order, PCS Nitrogen
    Fertilizer is implementing a pilot study to evaluate the
    viability of in-situ bioremediation of groundwater at the site.
    In the event the technology proves successful and full-scale
    implementation is warranted, upon GEPD approval, a full-scale
    bioremediation remedy will be implemented. If the pilot study
    proves unsuccessful or if GEPD does not approve this remedial
    strategy, other, more costly remediation alternatives may need
    to be evaluated and implemented.  
    In April 2009, the USEPA proposed rules to require greenhouse
    gas emission inventory reporting and to find that greenhouse gas
    emissions from mobile sources endanger public health and
    welfare. The company is evaluating the effects that these rules
    could have on our operations if they are finalized.
    Between September 11 and October 2, 2008, the company and
    PCS Sales (USA), Inc. were named as defendants in eight very
    similar antitrust complaints filed in federal courts. Other
    potash producers are also defendants in these cases. Each of the
    separate complaints alleges conspiracy to fix potash prices, to
    divide markets, to restrict supply and to fraudulently conceal
    the conspiracy, all in violation of Section 1 of the
    Sherman Act. Five of the eight complaints were brought by
    plaintiffs who claim to have purchased potash directly from at
    least one of the defendants during the period between
    July 1, 2003 and the present (collectively, the
    Direct Purchaser Plaintiffs). All five Direct
    Purchaser Plaintiffs purport to sue on behalf of a class of
    persons who purchased potash in the United States directly from
    a defendant. The Direct Purchaser Plaintiffs, who filed a
    single, consolidated amended complaint on November 13,
    2008, seek unspecified treble damages, injunctive relief,
    attorneys fees, costs and pre- and post-judgment interest.
    The other three complaints were brought by plaintiffs who claim
    to be indirect purchasers of potash (collectively, the
    Indirect Purchaser Plaintiffs). The Indirect
    Purchaser Plaintiffs, who purport to sue on behalf of all
    persons who purchased potash indirectly in the United States,
    filed a single, consolidated amended complaint on
    November 13, 2008. In addition to the Sherman Act claim
    described above, the Indirect Purchaser Plaintiffs also assert
    claims for violation of various state antitrust laws; violations
    of various state consumer protection statutes; and for unjust
    enrichment. The Indirect Purchaser Plaintiffs seek injunctive
    relief, unspecified damages, treble damages where allowed,
    costs, fees and pre- and post-judgment interest. All eight
    lawsuits have been consolidated into a Multidistrict Litigation
    proceeding, or MDL (No. 1996), for coordinated pretrial
    proceedings before Judge Ruben Castillo in the United States
    District Court for the Northern District of Illinois (the
    Court). Two consolidated complaints, one for the
    Direct Purchaser Plaintiffs and one for the Indirect Purchaser
    Plaintiffs, have been filed. The Court has stayed all discovery
    pending disposition of anticipated motions to dismiss. The
    company and PCS Sales (USA), Inc. believe each of these eight
    private antitrust law lawsuits is without merit and intend to
    defend them vigorously.  and/or
       19




---



##### 



15.
    Guarantees             20




---



##### 



16. Reconciliation of Canadian and United States
    Generally Accepted Accounting Principles
    (a) Inventory valuation:
  (b) Long-term investments:
  (c) Property, plant and equipment and goodwill:
  (d) Depreciation and amortization:
  (e) Exploration costs:
  (f) Pension and other post-retirement benefits:
    (g) Foreign currency translation adjustment:
 21




---



##### 



(h) Offsetting of certain amounts:
  (i) Stock-based compensation:
    (j) Stripping costs
  (k) Income taxes related to the above adjustments:
  (l) Income tax consequences of stock-based employee
    compensation:
  (m) Income taxes related to uncertain income tax
    positions:
  (n) Cash flow statements:
 22




---



##### 



The application of US GAAP, as described above, would have
    had the following effects on net income, net income per share,
    total assets and shareholders equity.
  Three MonthsEnded March 312009


2008Net income as reported  Canadian GAAP

$
308.3


$
566.0Items increasing (decreasing) reported net incomeInventory valuation (a)


(5.7
)


-Depreciation and amortization (d)


2.1



2.1Exploration costs (e)


-



(5.9
)Stock-based compensation (i)


(0.4
)


2.0Stripping costs (j)


(0.3
)


(0.7
)Share of earnings of equity investees (b)


(0.6
)


(0.6
)Pension and other post-retirement benefits (f)


0.3



0.1Deferred income taxes relating to the above adjustments (k)


3.9



0.1Income taxes related to US GAAP effective tax rate (k, l)


0.6



(3.2
)Income taxes related to stock-based compensation (l)


(0.6
)


(17.3
)Income taxes related to uncertain income tax positions (m)


(8.1
)


3.7Net income  US GAAP

$
299.5


$
546.3Basic weighted average shares outstanding  US GAAP


295,232,000



315,662,000Diluted weighted average shares outstanding  US GAAP


303,323,000



326,073,000Basic net income per share  US GAAP

$
1.01


$
1.73Diluted net income per share  US GAAP

$
0.99


$
1.68   March 31,


December 31,2009


2008Total assets as reported  Canadian GAAP

$
10,495.6


$
10,248.8Items increasing (decreasing) reported total assetsInventory (a)


(5.7
)


-Property, plant and equipment (c)


(90.7
)


(92.8
)Exploration costs (e)


(13.0
)


(13.0
)Stripping costs (j)


(37.0
)


(36.7
)Pension and other post-retirement benefits (f)


(97.7
)


(105.2
)Margin deposits associated with derivative instruments (h)


(150.9
)


(91.1
)Investment in equity investees (b)


0.7



1.3Income tax asset related to uncertain income tax positions (m)


24.1



24.8Goodwill (c)


(46.7
)


(46.7
)Total assets  US GAAP

$
10,078.7


$
9,889.4   23




---



##### 



March 31,


December 31,2009


2008Total shareholders equity as reported  Canadian
    GAAP

$
4,909.0


$
4,588.9Items increasing (decreasing) reported shareholders equityAccumulated other comprehensive income, net of related income
    taxes, consisting of:Cumulative-effect adjustment in respect of uncertain income tax
    positions (m)


(1.2
)


(1.2
)Pension and other post-retirement benefits (f)


(243.6
)


(246.6
)Foreign currency translation adjustment (g)


(20.9
)


(20.9
)Foreign currency translation adjustment (g)


20.9



20.9Provision for asset impairment (c)


(218.0
)


(218.0
)Inventory valuation (a)


(5.7
)


-Depreciation and amortization (d)


80.6



78.5Exploration costs (e)


(13.0
)


(13.0
)Stripping costs (j)


(37.0
)


(36.7
)Pension and other post-retirement benefits (f)


16.1



15.8Share of earnings of equity investees (b)


0.7



1.3Deferred income taxes relating to the above adjustments (k)


34.0



30.1Income taxes related to US GAAP effective tax rate (k, l)


(81.7
)


(82.3
)Income taxes related to uncertain income tax positions (m)


78.4



86.5Shareholders equity  US GAAP

$
4,518.6


$
4,203.3   Supplemental
    US GAAP Disclosures
  Fair
    Value Measurement
    Fair Value Measurements Using:Carrying





Quoted Prices inAmount





Active Markets for


Significant Other


Significantof Asset





Identical Assets or


Observable


Unobservable(Liability)


Cash Collateral


Liabilities


Inputs


InputsDescription

at March 31


Netting


(Level 1)


(Level 2)


(Level 3)March 31, 2009Derivative instrument assets

$
15.3


$
-


$
-


$
8.5


$
6.8Derivative instrument liabilities


(70.5
)


150.9
(1)


-



(55.2
)


(166.2
)Available-for-sale securities


1,862.7



-



1,844.6



-



18.1March 31, 2008Derivative instrument assets

$
123.6


$
(56.9
)(1)

$
-


$
-


$
180.5Derivative instrument liabilities


(4.6
)


-



-



(4.6
)


-Available-for-sale securities


3,123.2



-



3,080.1



-



43.1   (1)
    
    Amount represents the effect of
    legally enforceable master netting arrangements between the
    company and its counterparties and the payable or receivable for
    cash collateral held or placed with the same counterparty.  24




---



##### 



Three MonthsEnded March 31Fair Value Measurements Using Significant Unobservable Inputs
    (Level 3) For Derivative Instruments

2009


2008Beginning balance, January 1

$
(110.8
)

$
127.7Total gains (losses) (realized and unrealized) before income
    taxesIncluded in earnings


(8.4
)


6.0Included in other comprehensive income


(52.2
)


56.8Purchases, sales, issuances and settlements


12.0



(10.0
)Ending balance, March 31

$
(159.4
)

$
180.5Amount of total losses for the period included in earnings
    attributable to the change in unrealized losses relating to
    instruments still held at the reporting date

$
(0.4
)

$
(0.3
)Gains (losses) (realized and unrealized) included in earnings
    for the period reported in Cost of Goods Sold

$
(8.4
)

$
6.0   Three MonthsEnded March 31Fair Value Measurements Using Significant Unobservable Inputs
    (Level 3) For Available-For-Sale Securities

2009


2008Beginning balance, January 1

$
17.2


$
56.0Total gains (losses) (realized and unrealized) before income
    taxesIncluded in earnings


-



(43.1
)Included in other comprehensive income


0.9



30.2Ending balance, March 31

$
18.1


$
43.1Amount of total losses for the period included in earnings
    attributable to the change in unrealized losses relating to
    instruments still held at the reporting date

$
-


$
(43.1
)Losses (realized and unrealized) included in earnings for the
    period reported in Other income

$
-


$
(43.1
)   Recent
    Accounting Pronouncements
  Derivative
    Instruments and Hedging Activities
    Accounting
    for Derivative Instruments
     25




---



##### 



Cash Flow
    Hedges
      Derivative
    Instruments Not Designated as Hedging Instruments
  marked-to-market
 26




---



##### 



Fair
    Values of Derivative Instruments in the Consolidated Statements
    of Financial Position
  March 31,


December 31,Fair value of derivative instrument assets:

Balance Sheet Location

2009


2008Derivatives designated as hedging instrumentsNatural gas contracts

Current  portion of derivative instrument assets

$
0.1


$
0.1Natural gas contracts

Derivative instrument assets


6.7



11.5Total derivatives designated as hedging instruments


6.8



11.6Derivatives not designated as hedging instrumentsForeign currency forward contracts

Current  portion of derivative instrument assets


8.5



6.3Total derivative instrument assets



$
15.3


$
17.9   March 31,


December 31,Fair value of derivative instrument liabilities:

Balance Sheet Location

2009


2008Derivatives designated as hedging instrumentsNatural gas contracts

Current  portion of derivative instrument liabilities

$
81.1


$
50.2Natural gas contracts

Derivative instrument liabilities


139.1



120.4Total derivatives designated as hedging instruments


220.2



170.6Derivatives not designated as hedging instrumentsForeign currency forward contracts

Current  portion of derivative instrument liabilities


1.2



57.9Total derivative instrument liabilities



$
221.4


$
228.5   The
    Effect of Derivative Instruments on the Consolidated Statements
    of Operations for the Three Months Ended March 31
  Location of (Loss)Gain Recognized in

Amount of (Loss) GainLocation of (Loss)

Amount of (Loss) Gain


Income (Ineffective

Recognized in IncomeAmounts of (Loss) Gain


Gain Reclassified

Reclassified from


Portion and Amount

(Ineffective Portion andRecognized in OCI


from Accumulated

Accumulated OCI into


Excluded from

Amount Excluded fromDerivatives in Cash Flow

(Effective Portion)


OCI into Income

Income (Effective Portion)


Effectiveness

Effectiveness Testing)Hedging Relationships

2009


2008


(Effective Portion)

2009


2008


Testing)

2009


2008Natural gas contracts

$
(72.5
)

$
63.4


Cost of goods sold

$
(13.7
)

$
8.6


Cost of goods sold

$
(0.2
)

$
(0.4
)   Amount of Gain (Loss)Derivatives Not Designated



Recognized in Incomeas Hedging Instruments

Location of Gain (Loss) Recognized in Income

2009


2008Foreign currency forward contracts


Foreign exchange
    loss


$
(3.6
)

$
(5.3
)  27




---



##### 



Contingent
    Features
    Business
    Combinations
    Noncontrolling
    Interests in Consolidated Financial Statements
    Framework
    for Fair Value Measurement
  FAS 157-2, FAS 157-2 FAS 157-2,
  FASB
    Accounting Standards Codification
  FASB Accounting Standards Codification
 28




---



##### 



Fair
    Value Measurement, Impairments and Disclosure
  FAS 157-e, FAS 115-a, FAS 124-a 99-20-b, Other-Than-Temporary FAS 157-e FAS 115-a, FAS 124-a other-than-temporary
  FAS 107-b 28-a, FAS 157-e, FAS 115-a, FAS 124-a FAS 107-b 28-a
  17.
    Subsequent
    Events     29




---



##### 



ITEM 2.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-K,
  POTASHCORP
    AND OUR BUSINESS ENVIRONMENT
        POTASHCORP
    VISION
      POTASHCORP
    STRATEGY
     30




---



##### 



KEY
    PERFORMANCE DRIVERS  PERFORMANCE COMPARED TO
    GOALS
    
    management will focus on the most important things, which will
    be reinforced by having the measurable, relevant results readily
    accessible;
    employees will understand and be able to effectively monitor
    their contribution to the achievement of corporate goals; and
    we will be even more effective in meeting our targets.    Representative


PerformanceGoal


2009 Annual
    Target


to
    March 31, 2009Achieve no harm to people.


Reduce total site severity injury rate by 25 percent by the end
    of 2011 from 2008 levels.


Total site severity injury rate was 0.82, representing a
    reduction of 16 percent for the first three months of 2009
    compared to the 2008 annual level. The total site severity
    injury rate was not tracked in the first quarter of 2008.Achieve no damage to the environment.


Reduce total reportable releases, permit excursions and spills
    by 15 percent from 2008 levels.


Reportable release rate on an annualized basis declined
    100 percent, annualized permit excursions were flat and
    annualized spills were flat during the first three months of
    2009 compared to 2008 annual levels. Compared to the first three
    months of 2008, reportable releases were down 100 percent,
    permit excursions were flat and spills were down 33 percent.Maximize long-term shareholder value.


Exceed total shareholder return for our sector and companies on
    the DAXglobal Agribusiness Index for 2009.


PotashCorps total shareholder return was 11 percent
    in the first three months of 2009 compared to the DAXglobal
    Agribusiness Index weighted average return of 3 percent and
    our sector weighted average return of 17 percent.   FINANCIAL
    OVERVIEW
  Form 10-Q.
 31




---



##### 



Earnings
    Guidance
  27-29 percent
  Overview
    of Actual Results
  Operations
  Three Months Ended March 31Dollar


%Dollars (millions)  except per-share amounts

2009


2008


Change


ChangeSales

$
922.5


$
1,890.6


$
(968.1
)


(51
)Freight


37.6



102.4



(64.8
)


(63
)Transportation and distribution


27.0



32.3



(5.3
)


(16
)Cost of goods sold


628.3



899.9



(271.6
)


(30
)Gross margin

$
229.6


$
856.0


$
(626.4
)


(73
)Operating income

$
218.4


$
749.0


$
(530.6
)


(71
)Net income

$
308.3


$
566.0


$
(257.7
)


(46
)Net income per share  basic

$
1.04


$
1.79


$
(0.75
)


(42
)Net income per share  diluted

$
1.02


$
1.74


$
(0.72
)


(41
)        32




---



##### 



other-than-temporary
      Balance
    Sheet
       33




---



##### 



available-for-sale
  Business
    Segment Review
     34




---



##### 



Potash
  Potash
  Three Months Ended March 31Dollars (millions)


Tonnes (thousands)


Average per
    Tonne(1)2009


2008


% Change


2009


2008


% Change


2009


2008


% ChangeSales

$
269.2


$
796.2



(66
)Freight


6.7



55.3



(88
)Transportation and distribution


3.6



11.4



(68
)Net sales

$
258.9


$
729.5



(65
)Manufactured productNet salesNorth American

$
85.4


$
291.6



(71
)


133



967



(86
)

$
639.91


$
301.36



112Offshore


168.0



432.0



(61
)


341



1,569



(78
)

$
493.03


$
275.36



79253.4



723.6



(65
)


474



2,536



(81
)

$
534.35


$
285.28



87Cost of goods sold


88.5



211.7



(58
)













$
186.46


$
83.43



123Gross margin


164.9



511.9



(68
)













$
347.89


$
201.85



72Other miscellaneous and purchased productNet sales


5.5



5.9



(7
)Cost of goods sold


3.8



3.2



19Gross margin


1.7



2.7



(37
)Gross Margin

$
166.6


$
514.6



(68
)













$
351.48


$
202.92



73   (1)
    
    Rounding differences may occur due
    to the use of whole dollars in per-tonne calculations.  Highlights
  
    Gross margin down $348.0 million compared to first quarter
    2008.
    Increased realized sales prices reflect price increases
    introduced in 2008.
    Net sales down $470.6 million due to reduced sales volumes.
    Sales volumes 81 percent below last year due to major markets
    destocking inventories.
    Inventories up 737,000 tonnes from first quarter 2008 and
    565,000 tonnes from December 31, 2008 due to lower demand
    (partially offset by production curtailments).
    Cost of goods sold per-tonne increased $103 per tonne due to
    production shutdown costs, brine inflow costs being allocated
    over fewer manufactured tonnes and higher royalties as a result
    of a higher potash sales price. 35




---



##### 



Potash
    gross margin variance attributable to:
  Three Months Ended March 31Dollars (millions)

2009 vs. 2008Change inPrices/CostsChange inSales






Cost ofVolumes



Net Sales


Goods Sold



TotalManufactured productNorth American

$
(207.9
)


$
45.2


$
5.9



$
(156.8
)Offshore


(273.3
)



74.2



8.9




(190.2
)Change in market mix


1.3




(1.3
)


-




-Total manufactured product

$
(479.9
)


$
118.1


$
14.8




(347.0
)Other miscellaneous and purchased product
















(1.0
)Total















$
(348.0
)   Sales and
    Cost of Goods Sold
    
    Total average realized price decreased from $625 per tonne
    in the fourth quarter of 2008 as a result of lower priced
    industrial contracts increasing to 20 percent of sales
    volumes from 6 percent. Although average realized potash prices
    in the first quarter of 2009 were down $90 per tonne from
    the trailing quarter, prices were up $249 per tonne
    compared to the first quarter in 2008 and up $385 per tonne
    compared to the first quarter in 2007. Due to price increases
    implemented throughout 2008 by Canpotex Limited
    (Canpotex), the offshore marketing company for
    Saskatchewan potash producers, average realized offshore prices
    to major markets such as China, Brazil, India and Southeast Asia
    increased $218 per tonne from first quarter 2008. First-quarter
    2009 realized offshore prices were below those of the trailing
    quarter, as much of the business in the current quarter was
    weighted toward lower-priced contract volumes to China
    (fulfilling remaining 2008 contract requirements in January
    2009) and India (completing a contract that expired
    March 31, 2009). Additionally, Canpotexs fixed
    transportation and distribution costs were absorbed by fewer
    sales tonnes. By the end of the first quarter of 2009, Brazil
    and Southeast Asian customers had worked through significant
    portions of their inventories and gradually began placing new
    orders at spot market prices of approximately $750 per tonne,
    comparable to spot prices before the financial downturn. North
    American realized prices increased $339 per tonne due to
    price increases introduced in the second and third quarters of
    2008. Higher prices were realized in the North American market
    due, in part, to prices in offshore contracts lagging behind
    prices in the North American spot market and product mix (North
    American customers prefer premium priced granular product versus
    standard product more typically consumed offshore). Realized
    North American prices declined $101 per tonne from the
    trailing quarter as weak fertilizer demand led to price-lagging
    industrial volumes representing a higher proportion of total
    shipments.
    Sales volumes during the quarter related primarily to contracts
    with offshore contract customers. Offshore sales volumes fell
    78 percent. Similar to last year, Canpotex had not settled
    its annual price contract with China by the end of the first
    quarter, though unlike last year, other global customers have
    not yet placed significant orders prior to the China contract
    settling. Canpotex shipped 148,000 tonnes to China during 2009,
    down 17 percent from last year. India received 243,000
    tonnes from Canpotex in the quarter, a decrease of
    37 percent from last year. Canpotex shipments to Brazil
    were nil compared to 614,000 tonnes during 2008 as that country
    was directly affected by the timing of the economic crisis that
    took hold at the height of its soybean planting season in
    fourth-quarter 2008. The 98,000 tonnes sent to Indonesia,
    Malaysia and Taiwan in first-quarter 2009 was 82 percent below
    last years first quarter, as customers there worked
    through inventories. In North America, potash fertilizer sales
    ground to a virtual halt as farmers seemed to expect a price
    decline similar to those in nitrogen and phosphate fertilizers,
    despite very different underlying fundamentals. North American
    potash shipments for the first nine months of the current 36




---



##### 



fertilizer year (July 2008 to March 2009) continued at a
    pace well below normal, 44 percent less than the previous
    five-year average. First-quarter volumes were further impacted
    by uncertainty about planting decisions, and weather delays. As
    a result, dealers continued to manage purchases carefully,
    buying only as much as needed so they could end the spring
    season with limited inventories.  
    As a result of our long-held strategy of matching production
    with market demand, production levels were down 59 percent
    as shutdown weeks increased from nil in 2008 to 39 weeks in
    2009. Consequently, variable costs, including labor, natural
    gas, electricity, supplies and royalties decreased
    $83.7 million while overhead and maintenance costs
    decreased $38.7 million. Although cost of goods sold
    decreased 58 percent, sales volumes decreased
    81 percent resulting in a $103 increase in cost of goods
    sold per tonne. The impact of higher potash royalty rates ($9
    per tonne) as a result of higher potash prices negatively
    impacted the price variance in cost of goods sold by
    $4.0 million. The price variance in cost of goods sold was
    favorable due to brine inflow management costs at New Brunswick
    decreasing $7.7 million as surface drilling equipment was
    temporarily idled since further grouting from surface is not
    considered necessary, in the near term, to control the water
    inflow rate. As well, the weaker Canadian dollar relative to the
    US dollar positively impacted cost of goods sold by
    $16.3 million. The costs of brine inflow were attributed to
    production of potash that was mainly sold in the offshore
    market, contributing to the price component of the cost of goods
    sold variance being higher for the offshore market than for
    North America.    
 37




---



##### 



Phosphate
  Three Months Ended March 31Dollars (millions)


Tonnes (thousands)


Average per
    Tonne(1)2009


2008


% Change


2009


2008


% Change


2009


2008


% ChangeSales

$
329.9


$
513.2



(36
)Freight


18.2



32.1



(43
)Transportation and distribution


8.4



8.0



5Net sales

$
303.3


$
473.1



(36
)Manufactured productNet salesFertilizer  liquids

$
44.1


$
94.9



(54
)


96



259



(63
)

$
457.62


$
365.97



25Fertilizer  solids


92.6



176.3



(47
)


270



267



1


$
342.75


$
659.64



(48
)Feed


68.5



95.5



(28
)


114



214



(47
)

$
603.39


$
446.90



35Industrial


94.6



91.2



4



116



192



(40
)

$
817.50


$
474.90



72299.8



457.9



(35
)


596



932



(36
)

$
503.25


$
491.12



2Cost of goods sold


292.5



304.6



(4
)













$
491.00


$
326.64



50Gross margin


7.3



153.3



(95
)













$
12.25


$
164.48



(93
)Other miscellaneous and
    purchased productNet sales


3.5



15.2



(77
)Cost of goods sold


2.0



12.5



(84
)Gross margin


1.5



2.7



(44
)Gross Margin

$
8.8


$
156.0



(94
)













$
14.77


$
167.38



(91
)   (1)
    
    Rounding differences may occur due
    to the use of whole dollars in per-tonne calculations.  Highlights
  
    Gross margin down $147.2 million. Manufactured gross margin
    comprised of: industrial $35.1 million, liquid fertilizer
    $3.1 million, feed $(0.4) million and solid fertilizer
    $(30.5) million.
    Flat average realized sales price per tonne result of price
    increases in liquid fertilizer, feed and industrial offset by
    price weakness in solid fertilizers.
    Volumes for all manufactured products declined except solid
    fertilizer which remained flat, as customers exercised caution
    in the midst of economic uncertainty and drew down their own
    inventories while waiting for market stability.
    Manufactured cost of goods sold declined $12.1 million but
    fixed costs allocated over fewer tonnes resulted in cost per
    tonne increasing 50 percent.
    Shuttered production during the quarter not enough to offset
    36 percent decrease in sales volumes causing inventory to
    double from 1.3 million tonnes at March 31, 2008 to
    2.6 million tonnes at March 31, 2009, up from
    1.9 million tonnes at December 31, 2008. 38




---



##### 



Phosphate
    gross margin variance attributable to:
  Three Months Ended March 31Dollars (millions)

2009 vs. 2008Change inPrices/CostsChange inSales






Cost ofVolumes



Net Sales


Goods Sold



TotalManufactured productFertilizer  liquids

$
(25.0
)


$
8.8


$
(0.7
)


$
(16.9
)Fertilizer  solids


0.7




(85.6
)


(30.9
)



(115.8
)Feed


(22.7
)



17.8



(27.5
)



(32.4
)Industrial


(19.4
)



39.6



(0.5
)



19.7Change in market mix


(26.7
)



26.6



(0.5
)



(0.6
)Total manufactured product

$
(93.1
)


$
7.2


$
(60.1
)



(146.0
)Other miscellaneous and purchased product
















(1.2
)Total















$
(147.2
)   Sales and
    Cost of Goods Sold
    
    Realized prices for solid fertilizer products decreased
    48 percent, reflecting weaker market conditions and
    markedly lower prices for raw material inputs. Realized prices
    for liquid fertilizer and feed were higher due to price
    increases introduced in the second and third quarters of 2008.
    Industrial prices rose 72 percent as some of these products
    are sold to customers pursuant to contracts that contain
    cost-plus or market index provisions that lag current market
    conditions.
    Sales volumes during the quarter were weak, as fertilizer
    customer sentiment was adversely impacted by uncertainty about
    planting decisions, weather delays, pricing direction and the
    economy. North American solid and liquid fertilizer customers
    carefully managed purchases, buying only as much as needed so
    they could end the spring season with low stocks. Total feed
    sales volumes declined 47 percent caused by weakening
    economics for beef, pork and poultry producers in the US, lower
    offshore demand and the use of cheaper feed phosphate sources as
    a substitute. Industrial sales volumes were down 40 percent
    due to increased competitive import activity and reduced demand
    in the US associated with the poor economic conditions.
    Per-tonne cost of goods sold increased 50 percent mainly
    due to higher-priced inventories of sulfur and ammonia being
    used in production and fixed costs being allocated over fewer
    tonnes due to reduced operating rates at White Springs and
    Aurora. Sulfur costs were up 55 percent and negatively
    impacted the change in gross margin by $34.2 million while
    ammonia prices that were up 16 percent negatively impacted
    the gross margin change (particularly, solid fertilizers) by
    $4.1 million. Cost of goods sold was reduced by
    $0.4 million due to a reversal of previously written down
    finished goods while additional writedowns during the first
    quarter amounted to $11.8 million at March 31, 2009.
    Since production volumes of liquid fertilizer decreased the most
    out of the product lines, more fixed costs were allocated to
    solid fertilizer and feed resulting in those two product lines
    having a larger negative price variance impact on cost of goods
    sold. 39




---



##### 



Nitrogen
  Three Months Ended March 31Dollars (millions)


Tonnes (thousands)


Average per
    Tonne(1)2009


2008


% Change


2009


2008


% Change


2009


2008


% ChangeSales

$
323.4


$
581.2



(44
)Freight


12.7



15.0



(15
)Transportation and distribution


15.0



12.9



16Net sales

$
295.7


$
553.3



(47
)Manufactured productNet salesAmmonia

$
90.9


$
240.6



(62
)


479



474



1


$
189.74


$
507.43



(63
)Urea


121.6



131.9



(8
)


395



297



33


$
308.10


$
444.77



(31
)Nitrogen solutions/Nitric acid/Ammonium nitrate


73.0



130.7



(44
)


386



555



(30
)

$
189.29


$
235.35



(20
)285.5



503.2



(43
)


1,260



1,326



(5
)

$
226.69


$
379.47



(40
)Cost of goods sold


236.6



326.6



(28
)













$
187.88


$
246.29



(24
)Gross margin


48.9



176.6



(72
)













$
38.81


$
133.18



(71
)Other miscellaneous and purchased productNet sales


10.2



50.1



(80
)Cost of goods sold


4.9



41.3



(88
)Gross margin


5.3



8.8



(40
)Gross Margin

$
54.2


$
185.4



(71
)













$
43.02


$
139.82



(69
)   (1)
    
    Rounding differences may occur due
    to the use of whole dollars in per-tonne calculations.  Highlights
  
    Gross margin down $131.2 million.
    Realized sales prices fell dramatically due to declining raw
    material input costs and weak demand from both the fertilizer
    and non-fertilizer sectors.
    Average natural gas costs, including hedging losses, decreased
    to $3.68 per MMBtu compared to $6.72 per MMBtu for the same
    period in 2008 due to lower US natural gas prices and Tampa
    ammonia prices to which our Trinidad natural gas is primarily
    indexed. 40




---



##### 




    Our Trinidad operation, which benefits from long-term,
    lower-cost natural gas contracts, generated $22.1 million
    in first-quarter gross margin. Our US operations profited from
    lower gas costs in the first quarter and contributed
    $45.6 million in gross margin. While we benefitted from
    low-cost US gas in operations, we incurred $13.5 million in
    partially offsetting hedging losses.  Nitrogen
    gross margin variance attributable to:
  Three Months Ended March 31Dollars (millions)

2009 vs. 2008Change inPrices/CostsChange inSales






Cost ofVolumes



Net Sales


Goods Sold



TotalManufactured productAmmonia

$
2.1



$
(152.1
)

$
73.9



$
(76.1
)Urea


23.7




(53.9
)


16.5




(13.7
)Solutions, NA, AN


(17.9
)



(17.8
)


19.6




(16.1
)Hedge


-




-



(21.4
)



(21.4
)Change in market mix


(31.6
)



31.3



(0.1
)



(0.4
)Total manufactured product

$
(23.7
)


$
(192.5
)

$
88.5




(127.7
)Other miscellaneous and purchased product
















(3.5
)Total















$
(131.2
)   Sales and
    Cost of Goods Sold
    
    Realized sales prices for nitrogen products dropped sharply
    against a backdrop of declining natural gas prices, weak
    downstream industrial demand for resins, nylons, plastics and
    rubber, soft ammonia demand for direct agricultural application
    and solid phosphate fertilizers, and high carryover inventories.
    Although total nitrogen sales volumes were down 5 percent
    from last years first quarter, fertilizer volumes
    increased 32 percent due, in large part, to incremental
    export shipments. Industrial and feed volumes were down
    23 percent, as our customers for these products continued
    to produce at operating rates well below normal in response to
    weak economic conditions. Ammonia sales volumes were flat versus
    the first quarter last year, with weak North American demand for
    direct application and solid phosphate fertilizers offset by
    export opportunities to high gas cost regions that had curtailed
    production. Urea sales volumes were up 33 percent due to
    increased offshore volumes. Nitrogen solutions sales volumes
    were down 29 percent as customers worked through high
    inventories during cool, wet spring weather conditions. Nitrogen
    solutions, nitric acid and ammonium nitrate volumes decreased
    due to decreased industrial demand in the US as certain of our
    customers facilities operated at lower rates due to the
    economic crisis.
    Manufactured cost of goods sold decreased 28 percent due to
    lower volumes, lower natural gas costs and a recovery of
    previously written down inventory of $5.2 million. The
    price variance in cost of goods sold was favorable
    $88.5 million. Lower costs were offset somewhat by higher
    turnaround costs recognized in 2009 that were not incurred in
    2008 and additional costs associated with a fire at one of our
    plants at Trinidad in March. Total average natural gas cost,
    including hedge, was 45 percent lower than first quarter
    2008. Trinidad gas cost is primarily indexed to Tampa ammonia
    prices and averaged $2.02 per tonne in first quarter 2009
    compared to $6.16 per tonne in first quarter 2008. US spot
    natural gas costs fell 40 percent while gains from US
    natural gas hedging activities of $7.9 million in 2008
    turned into $13.5 million of losses in the first quarter of
    2009. The cost of goods sold price variance was more favorable
    in ammonia than in other products as natural gas is a larger
    component of ammonia than downstream products and the 41




---



##### 



cost of natural gas declined 56 percent during the quarter.
    In addition, a larger portion of previously written down
    inventories were reversed to ammonia.    
  Expenses
    and Other Income
  Three Months Ended March 31Dollar


%Dollars (millions)

2009


2008


Change


ChangeSelling and administrative

$
43.4


$
47.2


$
(3.8
)


(8
)Provincial mining and other taxes


33.0



99.4



(66.4
)


(67
)Foreign exchange gain


30.2



27.7



2.5



9Other income


35.0



11.9



23.1



194Interest expense


23.2



11.2



12.0



107Income taxes


(113.1
)


171.8



(284.9
)


n/m   n/m = not meaningful
         42




---



##### 



Three Months Ended March 31%Dollars (millions) - except percentage amounts

2009


2008


Change


ChangeLong-term debt obligations, including current portionWeighted average outstanding

$
2,429.7


$
1,358.6


$
1,071.1



79Weighted average interest rate


4.5%



6.5%



(2.0)%



(31)Short-term debt obligationsWeighted average outstanding

$
526.8


$
92.8


$
434.0



468Weighted average interest rate


2.0%



4.2%



(2.2)%



(52)           Current
    Market Conditions
     43




---



##### 



and/or
          LIQUIDITY
    AND CAPITAL RESOURCES
  Cash
    Requirements
     44




---



##### 



Contractual
    Obligations and Other Commitments
  March 31, 2009Dollars (millions)

Payments Due By PeriodTotal


Within 1 year


1 to 3 years


3 to 5 years


Over 5 yearsLong-term debt obligations

$
2,843.2


$
0.2


$
1,342.2


$
1,000.8


$
500.0Estimated interest payments on long-term debt obligations


1,080.1



126.9



186.6



89.1



677.5Operating leases


675.6



101.5



169.5



144.5



260.1Purchase obligations


767.7



163.5



244.3



130.3



229.6Other commitments


78.0



29.6



25.4



10.2



12.8Other long-term liabilities


984.8



132.4



124.1



92.6



635.7Total

$
6,429.4


$
554.1


$
2,092.1


$
1,467.5


$
2,315.7   Long-term
    Debt
            Operating
    Leases
   45




---



##### 



Purchase
    Obligations
        Other
    Commitments
    Other
    Long-term Liabilities
      Capital
    Expenditures
    ramp-up
  2-million-tonne-per-year
  2-million-tonne
 46




---



##### 



ramp-up
    ramp-up
    Investment
    Risk  Liquidity
  Investments
    in Auction Rate Securities
      Sources
    and Uses of Cash
    Three Months Ended March 31$


%Dollars (millions)

2009


2008


Change


ChangeCash provided by operating activities

$
98.7


$
442.3


$
(343.6
)


(78
)Cash (used in) investing activities


(377.0
)


(374.7
)


(2.3
)


1Cash provided by (used in) financing activities


256.6



(422.5
)


679.1



n/m       March 31,

December 31,



%Dollars (millions)  except ratio amounts

2009

2008

Change

ChangeCurrent assets

$
2,106.3


$
2,267.2


$
(160.9
)


(7
)Current liabilities

$
(1,528.1
)

$
(2,615.8
)

$
1,087.7



(42
)Working capital

$
578.2


$
(348.6
)

$
926.8



n/mCurrent ratio


1.38



0.87



0.51



59    47




---



##### 



2006-2008
    
    Our spending on property, plant and equipment was
    $366.1 million in the first quarter of 2009, an increase of
    $169.6 million compared to the same period in 2008.
    Approximately 69 percent (2008  61 percent)
    of our consolidated capital expenditures for the first quarter
    related to the potash segment.
    During the first three months of 2008, $173.7 million was
    paid to settle the companys forward purchase contract for
    shares of Sinofert.      Principal
    Debt Instruments
  March 31, 2009Total


Amount OutstandingDollars (millions)

Amount


and Committed


Amount AvailableCredit facilities

$
2,780.0
(1)

$
2,028.9
(1)

$
751.1
(1)Line of credit


75.0



26.0
(2)


49.0   (1)
    
    The amount available under the
    $750.0 million commercial paper program is limited to the
    availability of backup funds under the credit facilities.
    Included in the amount outstanding and committed is
    $543.9 million of commercial paper. Per the 48




---



##### 



terms of the agreements, the
    commercial paper outstanding and committed, as applicable, is
    based on the US dollar balance or equivalent thereof in lawful
    money of other currencies at the time of issue; therefore,
    subsequent changes in the exchange rate applicable to Canadian
    dollar denominated commercial paper have no impact on this
    balance.  (2)
    
    Letters of credit committed.            Outstanding
    Share Data
    Off-Balance
    Sheet Arrangements
   49




---



##### 



Guarantee
    Contracts
  Form 10-Q
  Derivative
    Instruments
    Long-term
    Fixed Price Contracts
    QUARTERLY
    FINANCIAL HIGHLIGHTS
  Dollars (millions)  except

March 31,


December 31,

September 30,

June 30,

March 31,


December 31,

September 30,

June 30,per-share amounts

2009


2008

2008

2008

2008


2007

2007

2007Sales

$
922.5



$
1,870.6


$
3,064.3


$
2,621.0


$
1,890.6



$
1,431.4


$
1,295.0


$
1,353.1Gross margin


229.6




873.1



1,741.0



1,437.3



856.0




535.0



475.1



501.4Net income


308.3




788.0



1,236.1



905.1



566.0




376.8



243.1



285.7Net income per share  basic


1.04




2.63



4.07



2.91



1.79




1.19



0.77



0.91Net income per share  diluted


1.02




2.56



3.93



2.82



1.74




1.16



0.75



0.88       RELATED
    PARTY TRANSACTIONS
    CRITICAL
    ACCOUNTING ESTIMATES
  Form 10-Q.
   50




---



##### 



RECENT
    ACCOUNTING CHANGES
  Form 10-Q
  International
    Financial Reporting Standards
    case-by-case
      
    Scoping and diagnostic phase  This phase involves
    performing a high-level impact assessment to identify key areas
    that may be impacted by the transition to IFRSs. As a result of
    these procedures, the potentially affected areas are ranked as
    high, medium or low priority.
    Impact analysis, evaluation and design phase  In this
    phase, each area identified from the scoping and diagnostic
    phase will be addressed in order of descending priority, with
    project teams established as deemed necessary. This phase
    involves specification of changes required to existing
    accounting policies, information systems and business processes,
    together with an analysis of policy alternatives allowed under
    IFRSs and development of draft IFRSs financial statement
    content. Broader implication on our business activities will be
    assessed including whether there are implications for debt
    covenants, compensation arrangements, hedging activities,
    budgeting and management reporting. Also in this phase, internal
    controls over financial reporting and disclosure controls and
    procedures will be evaluated to ensure that they remain
    effective both during and after the transition to IFRSs. 51




---



##### 




    Implementation and review phase  This phase includes
    execution of changes to information systems, business processes
    and internal controls, completing formal authorization processes
    to approve recommended accounting policy changes and conducting
    training programs across the companys finance and other
    staff, as necessary. It will culminate in the collection of
    financial information necessary to compile IFRSs-compliant
    financial statements, embedding IFRSs in business processes,
    elimination of any unnecessary data collection processes and
    audit committee approval of IFRSs financial statements.
    Implementation also involves delivery of further training to
    staff as revised systems begin to take effect.          Impairment
    of Assets
   52




---



##### 



Employee
    Benefits
    Share-Based
    Payments
    Provisions
    (Including Asset Retirement Obligations)
      Income
    Taxes
    RISK
    MANAGEMENT
    and/or
 53




---



##### 



Form 10-K.
            OUTLOOK
     54




---



##### 



2008/09
   55




---



##### 



20-22 percent, 26-28 percent.
    FORWARD-LOOKING
    STATEMENTS
  Form 10-Q, Form 10-Q, Form 10-K
 56




---



##### 



ITEM 3.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Form 10-Q.
  ITEM 4.
    CONTROLS
    AND PROCEDURES  Securities Exchange Act of 1934
   57




---



##### 



PART II.
    OTHER INFORMATION
  ITEM 1.
    LEGAL
    PROCEEDINGS            ITEM 5.
    OTHER
    INFORMATION  Form 10-Q.
   58




---



##### 



ITEM 6.
    EXHIBITS    Incorporated ByReferenceExhibit





Filing Date/Number

Description of
    Document

Form

Period End Date3
(a)

Articles of Continuance of the registrant dated May 15,
    2002.

10-Q

6/30/20023
(b)

Bylaws of the registrant effective May 15, 2002.

10-Q

6/30/20024
(a)

Term Credit Agreement between The Bank of Nova Scotia and other
    financial institutions and the registrant dated
    September 25, 2001.

10-Q

9/30/20014
(b)

Syndicated Term Credit Facility Amending Agreement between The
    Bank of Nova Scotia and other financial institutions and the
    registrant dated as of September 23, 2003.

10-Q

9/30/20034
(c)

Syndicated Term Credit Facility Second Amending Agreement
    between The Bank of Nova Scotia and other financial institutions
    and the registrant dated as of September 21, 2004.

8-K

9/24/20044
(d)

Syndicated Term Credit Facility Third Amending Agreement between
    The Bank of Nova Scotia and other financial institutions and the
    registrant dated as of September 20, 2005.

8-K

9/22/20054
(e)

Syndicated Term Credit Facility Fourth Amending Agreement
    between The Bank of Nova Scotia and other financial institutions
    and the registrant dated as of September 27, 2006.

10-Q

9/30/20064
(f)

Syndicated Term Credit Facility, Fifth Amending Agreement
    between the Bank of Nova Scotia and other financial institutions
    and the registrant dated as of October 19, 2007.

8-K

10/22/20074
(g)

Indenture dated as of June 16, 1997, between the registrant
    and The Bank of Nova Scotia Trust Company of New York.

8-K

6/18/19974
(h)

Indenture dated as of February 27, 2003, between the
    registrant and The Bank of Nova Scotia Trust Company of New
    York.

10-K

12/31/20024
(i)

Form of Note relating to the registrants offering of
    $600,000,000 principal amount of 7.75% Notes due
    May 31, 2011.

8-K

5/17/20014
(j)

Form of Note relating to the registrants offering of
    $250,000,000 principal amount of 4.875% Notes due
    March 1, 2013.

8-K

2/28/20034
(k)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 5.875% Notes due
    December 1, 2036.

8-K

11/30/20064
(l)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 5.25% Notes due May 15,
    2014.

8-K

5/1/20094
(m)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 6.50% Notes due
    May 15, 2019.

8-K

5/1/2009 59




---



##### 



Incorporated ByReferenceExhibit





Filing Date/Number

Description of
    Document

Form

Period End Date4
(n)

Amended and Restated Revolving Term Credit Facility Agreement
    between the Bank of Nova Scotia and other financial institutions
    and the registrant dated as of January 21, 2009.

8-K

1/22/20094
(o)

First Amending Agreement to the Amended and Restated Term Credit
    Facility Agreement between the Bank of Nova Scotia and other
    financial institutions and the registrant dated March 5,
    2009.

8-K

3/6/2009    Incorporated By
    ReferenceExhibit





Filing Date/Number

Description of
    Document

Form

Period End Date10
(a)

Sixth Voting Agreement dated April 22, 1978, between
    Central Canada Potash, Division of Noranda, Inc., Cominco Ltd.,
    International Minerals and Chemical Corporation (Canada)
    Limited, PCS Sales and Texasgulf Inc.

F-1 
    (File No.
    33-31303)

9/28/198910
(b)

Canpotex Limited Shareholders Seventh Memorandum of Agreement
    effective April 21, 1978, between Central Canada Potash,
    Division of Noranda Inc., Cominco Ltd., International Minerals
    and Chemical Corporation (Canada) Limited, PCS Sales, Texasgulf
    Inc. and Canpotex Limited as amended by Canpotex S&P
    amending agreement dated November 4, 1987.

F-1 
    (File No.
    33-31303)

9/28/198910
(c)

Producer Agreement dated April 21, 1978, between Canpotex
    Limited and PCS Sales.

F-1 
    (File No.
    33-31303)

9/28/198910
(d)

Canpotex/PCS Amending Agreement, dated as of October 1,
    1992.

10-K

12/31/199510
(e)

Canpotex PCA Collateral Withdrawing/PCS Amending Agreement,
    dated as of October 7, 1993.

10-K

12/31/199510
(f)

Canpotex Producer Agreement amending agreement dated as of
    January 1, 1999.

10-K

12/31/200010
(g)

Canpotex Producer Agreement amending agreement dated as of
    July 1, 2002.

10-Q

6/30/200410
(h)

Esterhazy Restated Mining and Processing Agreement dated
    January 31, 1978, between International
    Minerals & Chemical Corporation (Canada) Limited and
    the registrants predecessor.

F-1 
    (File No.
    33-31303)

9/28/198910
(i)

Agreement dated December 21, 1990, between International
    Minerals & Chemical Corporation (Canada) Limited and
    the registrant, amending the Esterhazy Restated Mining and
    Processing Agreement dated January 31, 1978.

10-K

12/31/1990 60




---



##### 



Incorporated By
    ReferenceExhibit





Filing Date/Number

Description of
    Document

Form

Period End Date10
(j)

Agreement effective August 27, 1998, between International
    Minerals & Chemical (Canada) Global Limited and the
    registrant, amending the Esterhazy Restated Mining and
    Processing Agreement dated January 31, 1978 (as amended).

10-K

12/31/199810
(k)

Agreement effective August 31, 1998, among International
    Minerals & Chemical (Canada) Global Limited,
    International Minerals & Chemical (Canada) Limited
    Partnership and the registrant assigning the interest in the
    Esterhazy Restated Mining and Processing Agreement dated
    January 31, 1978 (as amended) held by International
    Minerals & Chemical (Canada) Global Limited to
    International Minerals & Chemical (Canada) Limited
    Partnership.

10-K

12/31/199810
(l)

Potash Corporation of Saskatchewan Inc. Stock Option
    Plan  Directors, as amended.

10-K

12/31/200610
(m)

Potash Corporation of Saskatchewan Inc. Stock Option
    Plan  Officers and Employees, as amended.

10-K

12/31/200610
(n)

Short-Term Incentive Plan of the registrant effective January
    2000, as amended.

10-K

12/31/200810
(o)

Resolution and Forms of Agreement for Supplemental Retirement
    Income Plan, for officers and key employees of the registrant.

10-K

12/31/199510
(p)

Amending Resolution and revised forms of agreement regarding
    Supplemental Retirement Income Plan of the registrant.

10-Q

6/30/199610
(q)

Amended and restated Supplemental Retirement Income Plan of the
    registrant and text of amendment to existing supplemental income
    plan agreements.

10-Q

9/30/200010
(r)

Amendment, dated February 23, 2009, to the amended and
    restated Supplemental Retirement Income Plan.

10-K

12/31/200810
(s)

Form of Letter of amendment to existing supplemental income plan
    agreements of the registrant.

10-K

12/31/200210
(t)

Amended and restated agreement dated February 20, 2007,
    between the registrant and William J. Doyle concerning the
    Supplemental Retirement Income Plan.

10-K

12/31/200610
(u)

Amendment, dated December 24, 2008, to the amended and
    restated agreement, dated February 20, 2007, between the
    registrant and William J. Doyle concerning the Supplemental
    Retirement Income Plan.

10-K

12/31/200810
(v)

Amendment, dated February 23, 2009, to the amended and
    restated agreement, dated February 20, 2007, between the
    registrant and William J. Doyle concerning the Supplemental
    Retirement Income Plan.

10-K

12/31/200810
(w)

Amendment, dated February 23, 2009, to the amended and
    restated agreement dated August 2, 2006, between the
    registrant and Wayne R. Brownlee concerning the Supplemental
    Retirement Income Plan.

10-K

12/31/2008 61




---



##### 



Incorporated By
    ReferenceExhibit





Filing Date/Number

Description of
    Document

Form

Period End Date10
(x)

Amendment, dated February 23, 2009, to the amended and
    restated agreement, dated August 2, 1996, between the
    registrant and Garth W. Moore concerning the Supplemental
    Retirement Income Plan.

10-K

12/31/200810
(y)

Supplemental Retirement Benefits Plan for U.S. Executives dated
    effective January 1, 1999.

10-Q

6/30/200210
(z)

Amendment No. 1, dated December 24, 2008, to the
    Supplemental Retirement Plan for U.S. Executives.

10-K

12/31/200810
(aa)

Amendment No. 2, dated February 23, 2009, to the
    Supplemental Retirement Plan for U.S. Executives.

10-K

12/31/200810
(bb)

Forms of Agreement dated December 30, 1994, between the
    registrant and certain officers of the registrant.

10-K

12/31/199510
(cc)

Form of Agreement of Indemnification dated August 8, 1995,
    between the registrant and certain officers and directors of the
    registrant.

10-K

12/31/199510
(dd)

Resolution and Form of Agreement of Indemnification dated
    January 24, 2001.

10-K

12/31/200010
(ee)

Resolution and Form of Agreement of Indemnification 
    July 21, 2004.

10-Q

6/30/200410
(ff)

Chief Executive Officer Medical and Dental Benefits.

10-K

12/31/200410
(gg)

Deferred Share Unit Plan for Non-Employee Directors, as amended.

10-Q

3/31/200810
(hh)

U.S. Participant Addendum No. 1 to the Deferred Share Unit
    Plan for Non-Employee Directors.

10-K

12/31/200810
(ii)

Potash Corporation of Saskatchewan Inc. 2005 Performance Option
    Plan and Form of Option Agreement, as amended.

10-K

12/31/200610
(jj)

Potash Corporation of Saskatchewan Inc. 2006 Performance Option
    Plan and Form of Option Agreement, as amended.

10-K

12/31/200610
(kk)

Potash Corporation of Saskatchewan Inc. 2007 Performance Option
    Plan and Form of Option Agreement.

10-Q

3/31/200710
(ll)

Potash Corporation of Saskatchewan Inc. 2008 Performance Option
    Plan and Form of Option Agreement.

10-Q

3/31/200810
(mm)

Potash Corporation of Saskatchewan Inc. 2009 Performance Option
    Plan and Form of Option Agreement.10
(nn)

Medium-Term Incentive Plan of the registrant effective January
    2006.

10-K

12/31/200510
(oo)

Amendment, dated December 24, 2008 to the Medium-Term
    Incentive Plan.

10-K

12/31/200810
(pp)

Medium-Term Incentive Plan of the registrant effective January
    2009.

10-K

12/31/200811


Statement re Computation of Per Share Earnings. 62




---



##### 



Incorporated By
    ReferenceExhibit





Filing Date/Number

Description of
    Document

Form

Period End Date31
(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.  63




---



##### 



SIGNATURES
    
   By:
    /s/  Joseph
    Podwika   Senior Vice President, General Counsel and
 Secretary
     By:
    /s/  Wayne
    R. Brownlee   Executive Vice President, Treasurer and
 Chief Financial Officer
 (Principal Financial and Accounting Officer)
 64




---



##### 



EXHIBIT
    INDEX
  Incorporated ByReferenceExhibit





Filing Date/Number

Description of
    Document

Form

Period End Date3
(a)

Articles of Continuance of the registrant dated May 15,
    2002.

10-Q

6/30/20023
(b)

Bylaws of the registrant effective May 15, 2002.

10-Q

6/30/20024
(a)

Term Credit Agreement between The Bank of Nova Scotia and other
    financial institutions and the registrant dated
    September 25, 2001.

10-Q

9/30/20014
(b)

Syndicated Term Credit Facility Amending Agreement between The
    Bank of Nova Scotia and other financial institutions and the
    registrant dated as of September 23, 2003.

10-Q

9/30/20034
(c)

Syndicated Term Credit Facility Second Amending Agreement
    between The Bank of Nova Scotia and other financial institutions
    and the registrant dated as of September 21, 2004.

8-K

9/24/20044
(d)

Syndicated Term Credit Facility Third Amending Agreement between
    The Bank of Nova Scotia and other financial institutions and the
    registrant dated as of September 20, 2005.

8-K

9/22/20054
(e)

Syndicated Term Credit Facility Fourth Amending Agreement
    between The Bank of Nova Scotia and other financial institutions
    and the registrant dated as of September 27, 2006.

10-Q

9/30/20064
(f)

Syndicated Term Credit Facility, Fifth Amending Agreement
    between the Bank of Nova Scotia and other financial institutions
    and the registrant dated as of October 19, 2007.

8-K

10/22/20074
(g)

Indenture dated as of June 16, 1997, between the registrant
    and The Bank of Nova Scotia Trust Company of New York.

8-K

6/18/19974
(h)

Indenture dated as of February 27, 2003, between the
    registrant and The Bank of Nova Scotia Trust Company of New
    York.

10-K

12/31/20024
(i)

Form of Note relating to the registrants offering of
    $600,000,000 principal amount of 7.75% Notes due
    May 31, 2011.

8-K

5/17/20014
(j)

Form of Note relating to the registrants offering of
    $250,000,000 principal amount of 4.875% Notes due
    March 1, 2013.

8-K

2/28/20034
(k)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 5.875% Notes due
    December 1, 2036.

8-K

11/30/20064
(l)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 5.25% Notes due May 15,
    2014.

8-K

5/1/20094
(m)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 6.50% Notes due
    May 15, 2019.

8-K

5/1/20094
(n)

Amended and Restated Revolving Term Credit Facility Agreement
    between the Bank of Nova Scotia and other financial institutions
    and the registrant dated as of January 21, 2009.

8-K

1/22/20094
(o)

First Amending Agreement to the Amended and Restated Term Credit
    Facility Agreement between the Bank of Nova Scotia and other
    financial institutions and the registrant dated March 5,
    2009.

8-K

3/6/2009  65




---



##### 



Incorporated By
    ReferenceExhibit





Filing Date/Number

Description of
    Document

Form

Period End Date10
(a)

Sixth Voting Agreement dated April 22, 1978, between
    Central Canada Potash, Division of Noranda, Inc., Cominco Ltd.,
    International Minerals and Chemical Corporation (Canada)
    Limited, PCS Sales and Texasgulf Inc.

F-1 
    (File No.
    33-31303)

9/28/198910
(b)

Canpotex Limited Shareholders Seventh Memorandum of Agreement
    effective April 21, 1978, between Central Canada Potash,
    Division of Noranda Inc., Cominco Ltd., International Minerals
    and Chemical Corporation (Canada) Limited, PCS Sales, Texasgulf
    Inc. and Canpotex Limited as amended by Canpotex S&P
    amending agreement dated November 4, 1987.

F-1 
    (File No.
    33-31303)

9/28/198910
(c)

Producer Agreement dated April 21, 1978, between Canpotex
    Limited and PCS Sales.

F-1 
    (File No.
    33-31303)

9/28/198910
(d)

Canpotex/PCS Amending Agreement, dated as of October 1,
    1992.

10-K

12/31/199510
(e)

Canpotex PCA Collateral Withdrawing/PCS Amending Agreement,
    dated as of October 7, 1993.

10-K

12/31/199510
(f)

Canpotex Producer Agreement amending agreement dated as of
    January 1, 1999.

10-K

12/31/200010
(g)

Canpotex Producer Agreement amending agreement dated as of
    July 1, 2002.

10-Q

6/30/200410
(h)

Esterhazy Restated Mining and Processing Agreement dated
    January 31, 1978, between International
    Minerals & Chemical Corporation (Canada) Limited and
    the registrants predecessor.

F-1 
    (File No.
    33-31303)

9/28/198910
(i)

Agreement dated December 21, 1990, between International
    Minerals & Chemical Corporation (Canada) Limited and
    the registrant, amending the Esterhazy Restated Mining and
    Processing Agreement dated January 31, 1978.

10-K

12/31/199010
(j)

Agreement effective August 27, 1998, between International
    Minerals & Chemical (Canada) Global Limited and the
    registrant, amending the Esterhazy Restated Mining and
    Processing Agreement dated January 31, 1978 (as amended).

10-K

12/31/199810
(k)

Agreement effective August 31, 1998, among International
    Minerals & Chemical (Canada) Global Limited,
    International Minerals & Chemical (Canada) Limited
    Partnership and the registrant assigning the interest in the
    Esterhazy Restated Mining and Processing Agreement dated
    January 31, 1978 (as amended) held by International
    Minerals & Chemical (Canada) Global Limited to
    International Minerals & Chemical (Canada) Limited
    Partnership.

10-K

12/31/199810
(l)

Potash Corporation of Saskatchewan Inc. Stock Option
    Plan  Directors, as amended.

10-K

12/31/2006 66




---



##### 



Incorporated By
    ReferenceExhibit





Filing Date/Number

Description of
    Document

Form

Period End Date10
(m)

Potash Corporation of Saskatchewan Inc. Stock Option
    Plan  Officers and Employees, as amended.

10-K

12/31/200610
(n)

Short-Term Incentive Plan of the registrant effective January
    2000, as amended.

10-K

12/31/200810
(o)

Resolution and Forms of Agreement for Supplemental Retirement
    Income Plan, for officers and key employees of the registrant.

10-K

12/31/199510
(p)

Amending Resolution and revised forms of agreement regarding
    Supplemental Retirement Income Plan of the registrant.

10-Q

6/30/199610
(q)

Amended and restated Supplemental Retirement Income Plan of the
    registrant and text of amendment to existing supplemental income
    plan agreements.

10-Q

9/30/200010
(r)

Amendment, dated February 23, 2009, to the amended and
    restated Supplemental Retirement Income Plan.

10-K

12/31/200810
(s)

Form of Letter of amendment to existing supplemental income plan
    agreements of the registrant.

10-K

12/31/200210
(t)

Amended and restated agreement dated February 20, 2007,
    between the registrant and William J. Doyle concerning the
    Supplemental Retirement Income Plan.

10-K

12/31/200610
(u)

Amendment, dated December 24, 2008, to the amended and
    restated agreement, dated February 20, 2007, between the
    registrant and William J. Doyle concerning the Supplemental
    Retirement Income Plan.

10-K

12/31/200810
(v)

Amendment, dated February 23, 2009, to the amended and
    restated agreement, dated February 20, 2007, between the
    registrant and William J. Doyle concerning the Supplemental
    Retirement Income Plan.

10-K

12/31/200810
(w)

Amendment, dated February 23, 2009, to the amended and
    restated agreement dated August 2, 2006, between the
    registrant and Wayne R. Brownlee concerning the Supplemental
    Retirement Income Plan.

10-K

12/31/200810
(x)

Amendment, dated February 23, 2009, to the amended and
    restated agreement, dated August 2, 1996, between the
    registrant and Garth W. Moore concerning the Supplemental
    Retirement Income Plan.

10-K

12/31/200810
(y)

Supplemental Retirement Benefits Plan for U.S. Executives dated
    effective January 1, 1999.

10-Q

6/30/200210
(z)

Amendment No. 1, dated December 24, 2008, to the
    Supplemental Retirement Plan for U.S. Executives.

10-K

12/31/200810
(aa)

Amendment No. 2, dated February 23, 2009, to the
    Supplemental Retirement Plan for U.S. Executives.

10-K

12/31/200810
(bb)

Forms of Agreement dated December 30, 1994, between the
    registrant and certain officers of the registrant.

10-K

12/31/1995 67




---



##### 



Incorporated By
    ReferenceExhibit





Filing Date/Number

Description of
    Document

Form

Period End Date10
(cc)

Form of Agreement of Indemnification dated August 8, 1995,
    between the registrant and certain officers and directors of the
    registrant.

10-K

12/31/199510
(dd)

Resolution and Form of Agreement of Indemnification dated
    January 24, 2001.

10-K

12/31/200010
(ee)

Resolution and Form of Agreement of Indemnification 
    July 21, 2004.

10-Q

6/30/200410
(ff)

Chief Executive Officer Medical and Dental Benefits.

10-K

12/31/200410
(gg)

Deferred Share Unit Plan for Non-Employee Directors, as amended.

10-Q

3/31/200810
(hh)

U.S. Participant Addendum No. 1 to the Deferred Share Unit
    Plan for Non-Employee Directors.

10-K

12/31/200810
(ii)

Potash Corporation of Saskatchewan Inc. 2005 Performance Option
    Plan and Form of Option Agreement, as amended.

10-K

12/31/200610
(jj)

Potash Corporation of Saskatchewan Inc. 2006 Performance Option
    Plan and Form of Option Agreement, as amended.

10-K

12/31/200610
(kk)

Potash Corporation of Saskatchewan Inc. 2007 Performance Option
    Plan and Form of Option Agreement.

10-Q

3/31/200710
(ll)

Potash Corporation of Saskatchewan Inc. 2008 Performance Option
    Plan and Form of Option Agreement.

10-Q

3/31/200810
(mm)

Potash Corporation of Saskatchewan Inc. 2009 Performance Option
    Plan and Form of Option Agreement.10
(nn)

Medium-Term Incentive Plan of the registrant effective January
    2006.

10-K

12/31/200510
(oo)

Amendment, dated December 24, 2008 to the Medium-Term
    Incentive Plan.

10-K

12/31/200810
(pp)

Medium-Term Incentive Plan of the registrant effective January
    2009.

10-K

12/31/200811


Statement re Computation of Per Share Earnings.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.  68