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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Quarterly Period Ended March 31,
    2010ORo

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
  12b-2
  Large accelerated
    filer þ

Accelerated
    filer o

Non-accelerated
    filer o

Smaller reporting
    company o(Do not check if a smaller reporting company)   Rule 12b-2).
  o þ




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##### 





TABLE OF CONTENTS  PART I. FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTSCondensed Consolidated Statements of Financial PositionCondensed Consolidated Statements of Operations and Retained EarningsCondensed Consolidated Statements of Cash FlowCondensed Consolidated Statements of Comprehensive IncomeNotes to the Condensed Consolidated Financial StatementsITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 4. CONTROLS AND PROCEDURESPART II. OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGSITEM 6. EXHIBITSSIGNATURESEXHIBIT INDEXExhibit 11Exhibit 31(a)Exhibit 31(b)Exhibit 32 
  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 31,2010


2009(1)AssetsCurrent assetsCash and cash equivalents

$
298.8


$
385.4Receivables (Note 2)


1,053.0



1,137.9Inventories (Note 3)


576.5



623.5Prepaid expenses and other current assets


134.2



124.92,062.5



2,271.7Property, plant and equipment


6,729.2



6,413.3Investments


4,332.6



3,760.3Other assets


362.9



359.9Intangible assets


19.8



20.0Goodwill


97.0



97.0$
13,604.0


$
12,922.2LiabilitiesCurrent liabilitiesShort-term debt and current portion of long-term debt

$
764.0


$
728.8Payables and accrued charges


823.8



796.8Current portion of derivative instrument liabilities


86.6



51.81,674.4



1,577.4Long-term debt (Note 4)


3,320.1



3,319.3Derivative instrument liabilities


159.7



123.2Future income tax liability


988.5



962.4Accrued pension and other post-retirement benefits


287.1



280.8Accrued environmental costs and asset retirement obligations


215.9



215.1Other non-current liabilities and deferred credits


6.0



4.26,651.7



6,482.4Contingencies and Guarantees(Notes 14 and 15,
    respectively)Shareholders EquityShare capital


1,443.5



1,430.3Unlimited authorization of common shares without par value;
    issued and outstanding 296,287,750 and 295,975,550 at
    March 31, 2010 and December 31, 2009, respectivelyUnlimited authorization of first preferred shares; none
    outstandingContributed surplus


148.6



149.5Accumulated other comprehensive income


1,729.5



1,648.8Retained earnings


3,630.7



3,211.26,952.3



6,439.8$
13,604.0


$
12,922.2   (1)
    
    Corrected as described in
    Note 17   2




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##### 



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 EndedMarch 312010


2009(1)Sales(Note 6)

$
1,713.6


$
922.5Less: Freight


105.2



37.6Transportation
    and distribution


49.9



27.0Cost of
    goods sold


843.4



629.8Gross Margin


715.1



228.1Selling and administrative


49.5



43.4Provincial mining and other taxes


22.5



33.0Foreign exchange loss (gain)


9.2



(30.2
)Other income (Note 8)


(28.2
)


(35.0
)53.0



11.2Operating Income


662.1



216.9Interest Expense(Note 9)


30.5



23.2Income Before Income Taxes


631.6



193.7Income Taxes(Note 10)


182.4



(113.7
)Net Income


449.2



307.4Retained Earnings, Beginning of Period


3,211.2



2,348.5Dividends


(29.7
)


(29.6
)Retained Earnings, End of Period

$
3,630.7


$
2,626.3Net Income Per Share(Note 11)Basic

$
1.52


$
1.04Diluted

$
1.47


$
1.01Dividends Per Share

$
0.10


$
0.10   (1)
    
    Corrected as described in
    Note 17   3




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##### 



Potash
    Corporation of Saskatchewan Inc.
    Condensed Consolidated Statements of Cash Flow
    (in millions of US dollars)
    (unaudited)
  Three Months EndedMarch 312010


2009(1)Operating ActivitiesNet income

$
449.2


$
307.4Adjustments to reconcile net income to cash provided by
    operating activitiesDepreciation and amortization


101.1



74.0Stock-based compensation


2.3



2.5Loss on disposal of property, plant and equipment


-



0.5Foreign exchange on future income tax


2.1



(13.8
)Provision for (recovery of) future income tax


37.1



(117.1
)Undistributed earnings of equity investees


(26.2
)


(37.9
)Derivative instruments


3.3



(45.3
)Other long-term liabilities


19.0



12.6Subtotal of adjustments


138.7



(124.5
)Changes in non-cash operating working capitalReceivables


84.9



137.4Inventories


42.3



60.6Prepaid expenses and other current assets


(9.2
)


(26.8
)Payables and accrued charges


82.6



(255.4
)Subtotal of changes in non-cash operating working capital


200.6



(84.2
)Cash provided by operating activities


788.5



98.7Investing ActivitiesAdditions to property, plant and equipment


(453.0
)


(366.1
)Purchase of long-term investments


(422.3
)


-Proceeds from disposal of property, plant and equipment


0.1



0.3Other assets and intangible assets


(15.4
)


(11.2
)Cash used in investing activities


(890.6
)


(377.0
)Cash before financing activities


(102.1
)


(278.3
)Financing ActivitiesProceeds from long-term debt obligations


400.0



760.0Repayment of and finance costs on long-term debt obligations


(150.0
)


(690.4
)(Repayments of) proceeds from short-term debt obligations


(214.8
)


215.1Dividends


(29.7
)


(29.7
)Issuance of common shares


10.0



1.6Cash provided by financing activities


15.5



256.6Decrease in Cash and Cash Equivalents


(86.6
)


(21.7
)Cash and Cash Equivalents, Beginning of Period


385.4



276.8Cash and Cash Equivalents, End of Period

$
298.8


$
255.1Cash and cash equivalents comprised of:Cash

$
51.0


$
42.7Short-term investments


247.8



212.4$
298.8


$
255.1Supplemental cash flow disclosureInterest paid

$
17.9


$
15.5Income taxes paid

$
21.5


$
147.2   (1)
    
    Corrected as described in
    Note 17   4




---



##### 



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

2010


2009(1)Net Income

$
449.2


$
307.4Other comprehensive incomeNet increase in unrealized gains on
    available-for-sale
    securities(2)


126.1



73.7Net losses on derivatives designated as cash flow
    hedges(3)


(53.2
)


(45.2
)Reclassification to income of net losses on cash flow
    hedges(4)


9.0



8.6Unrealized foreign exchange losses on translation of
    self-sustaining foreign operations


(1.2
)


(0.1
)Other Comprehensive Income


80.7



37.0Comprehensive Income

$
529.9


$
344.4   (1)
    
    Corrected as described in
    Note 17(2)
    
    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 $NIL
    (2009  $26.8)(3)
    
    Cash flow hedges are comprised of
    natural gas derivative instruments, and are net of income taxes
    of $(32.2) (2009  $(27.5))(4)
    
    Net of income taxes of $5.5
    (2009  $5.3)  Condensed
    Consolidated Statements of Accumulated Other Comprehensive
    Income
    (in millions of US dollars)
    (unaudited)
  March 31,


December 31,(Net of related income taxes)

2010


2009(1)Unrealized gains on
    available-for-sale
    securities(2)

$
1,876.5


$
1,750.4Net unrealized losses on derivatives designated as cash flow
    hedges(3)


(155.6
)


(111.4
)Unrealized foreign exchange gains on self-sustaining foreign
    operations(4)


8.6



9.8Accumulated other comprehensive income


1,729.5



1,648.8Retained earnings


3,630.7



3,211.2Accumulated Other Comprehensive Income and Retained
    Earnings

$
5,360.2


$
4,860.0   (1)
    
    Corrected as described in
    Note 17(2)
    
    $2,026.8 before income taxes
    (2009  $1,900.8)(3)
    
    $(248.5) before income taxes
    (2009  $(177.6))(4)
    
    $8.6 before income taxes
    (2009  $9.8)   5




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##### 



Potash
    Corporation of Saskatchewan Inc.

    Notes to the Condensed Consolidated Financial Statements
    For the Three Months Ended March 31, 2010
    (in millions of US dollars except share, per-share, percentage
    and ratio amounts)
    (unaudited)
  1.
    Significant
    Accounting Policies  Basis
    of Presentation
      Recent
    Accounting Pronouncements
  IFRSs
    Business
    Combinations
    Noncontrolling
    Interests in Consolidated Financial Statements
   6




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##### 



2.
    Receivables  March 31,


December 31,2010


2009Trade accounts  Canpotex Limited
    (Canpotex)

$
245.1


$
164.3
    Other


399.8



264.4Less allowance for doubtful accounts


(8.4
)


(8.4
)636.5



420.3Income taxes receivable


190.2



287.4Margin deposits on derivative instruments


169.8



108.9Provincial mining and other taxes receivable


-



234.6Other non-trade accounts


56.5



86.7$
1,053.0


$
1,137.9   3.
    Inventories  March 31,


December 31,2010


2009Finished products

$
260.9


$
303.1Intermediate products


156.4



158.9Raw materials


46.3



50.6Materials and supplies


112.9



110.9$
576.5


$
623.5   Three Months EndedMarch 31Items affecting cost of goods
    sold

2010


2009Expensed inventories

$
807.8


$
517.8Writedowns of finished products


2.3



12.5Writedowns of intermediate products


-



-Writedowns of raw materials


-



-Reserves for obsolete materials and supplies


0.5



0.6Reversals of writedowns


(1.7
)


(5.7
)$
808.9


$
525.2     4.
    Long-Term
    Debt   7




---



##### 



5.
    Capital
    Management      March 31,


December 31,2010


2009Short-term debt and current portion of long-term debt

$
764.0


$
728.8Long-term debt


3,320.1



3,319.3Total debt


4,084.1



4,048.1Less: cash and cash equivalents


298.8



385.4Net debt


3,785.3



3,662.7Shareholders equity


6,952.3



6,439.8Less: accumulated other comprehensive income


1,729.5



1,648.8Adjusted shareholders equity


5,222.8



4,791.0Adjusted
    capital(1)

$
9,008.1


$
8,453.7   (1)
    
    Adjusted capital = (total debt
    − cash and cash equivalents) + (shareholders equity
    − accumulated other comprehensive income)  12-month
  As At or For the12 Months EndedMarch 31,

December 31,2010

2009Components of ratiosAdjusted EBITDA (12 months ended)

$
1,849.9


$
1,377.6Net debt

$
3,785.3


$
3,662.7Adjusted interest expense (12 months ended)

$
204.3


$
189.1Adjusted capital

$
9,008.1


$
8,453.7RatiosAdjusted EBITDA to adjusted interest
    expense(1)


9.1



7.3Net debt to adjusted
    EBITDA(2)


2.0



2.7Net debt to adjusted
    capital(3)


42.0%



43.3%   (1)
    
    Adjusted EBITDA to adjusted
    interest expense = adjusted EBITDA (12 months ended) /
    adjusted interest expense (12 months ended)(2)
    
    Net debt to adjusted EBITDA =
    (total debt − cash and cash equivalents) / adjusted EBITDA
    (12 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)     8




---



##### 



Twelve














TwelveMonths Ended


Three Months Ended


Months EndedMarch 31,


March 31,


December 31,


September 30,


June 30,


December 31,2010


2010


2009


2009


2009


2009Net income

$
1,122.5


$
449.2


$
239.2


$
247.9


$
186.2


$
980.7Income taxes


375.3



182.4



43.4



77.9



71.6



79.2Interest expense


128.2



30.5



40.1



31.1



26.5



120.9Depreciation and amortization


339.2



101.1



84.6



83.4



70.1



312.1Gain on disposal of auction rate securities


(115.3
)


-



-



-



(115.3
)


(115.3
)Adjusted EBITDA

$
1,849.9


$
763.2


$
407.3


$
440.3


$
239.1


$
1,377.6   Twelve














TwelveMonths Ended


Three Months Ended


Months EndedMarch 31,


March 31,


December 31,


September 30,


June 30,


December 31,2010


2010


2009


2009


2009


2009Interest expense

$
128.2


$
30.5


$
40.1


$
31.1


$
26.5


$
120.9Interest capitalized to property, plant and equipment


76.1



20.7



21.4



16.8



17.2



68.2Adjusted interest expense

$
204.3


$
51.2


$
61.5


$
47.9


$
43.7


$
189.1   6.
    Segment
    Information    Three Months Ended March 31, 2010Potash


Phosphate


Nitrogen


All Others


ConsolidatedSales

$
892.2


$
401.3


$
420.1


$
-


$
1,713.6Freight


67.3



25.6



12.3



-



105.2Transportation and distribution


28.6



9.8



11.5



-



49.9Net sales  third party


796.3



365.9



396.3



-Cost of goods sold


279.9



299.8



263.7



-



843.4Gross margin


516.4



66.1



132.6



-



715.1Depreciation and amortization


29.5



44.9



24.7



2.0



101.1Inter-segment sales


-



-



25.8



-



-   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



296.0



241.5



-



629.8Gross margin


166.6



7.3



54.2



-



228.1Depreciation and amortization


7.5



39.0



25.3



2.2



74.0Inter-segment sales


-



-



5.8



-



-  9




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##### 



Assets

Potash

Phosphate

Nitrogen

All Others

ConsolidatedAssets at March 31, 2010

$
4,766.9


$
2,375.3


$
1,767.0


$
4,694.8


$
13,604.0Assets at December 31, 2009


4,708.3



2,356.8



1,688.6



4,168.5



12,922.2Change in assets


58.6



18.5



78.4



526.3



681.8Additions to property, plant and equipment


375.7



56.2



19.8



1.3



453.0     7.
    Pension
    and Other Post-Retirement Expenses  Three MonthsEnded March 31Defined Benefit Pension
    Plans

2010


2009Service cost

$
5.0


$
4.3Interest cost


11.7



11.1Expected return on plan assets


(11.6
)


(9.6
)Net amortization and change in valuation allowance


6.6



7.1Net expense

$
11.7


$
12.9   Three MonthsEnded March 31Other Post-Retirement
    Plans

2010


2009Service cost

$
1.7


$
1.5Interest cost


4.0



4.1Net amortization


(0.5
)


0.1Net expense

$
5.2


$
5.7     8.
    Other
    Income  Three MonthsEnded March 312010

2009Share of earnings of equity investees

$
26.2


$
37.9Other


2.0



(2.9
)$
28.2


$
35.0  10




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##### 



9.
    Interest
    Expense  Three MonthsEnded March 312010

2009Interest expense onShort-term debt

$
2.1


$
4.3Long-term debt


53.6



33.7Interest capitalized to property, plant and equipment


(20.7
)


(12.8
)Interest income


(4.5
)


(2.0
)$
30.5


$
23.2   10.
    Income
    Taxes      
    A current income tax expense of $18.2 to adjust a 2009 income
    tax provision to the income tax return filed this quarter.
    A future income tax expense of $6.3 as a result of US
    legislative changes to Medicare Part D adopted during the
    quarter.    
    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 had a positive impact on cash.  11.
    Net
    Income Per Share    period-to-date
  12.
    Financial
    Instruments and Related Risk Management  Financial
    Risks
   11




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##### 



Credit
    Risk
    March 31,


December 31,2010


2009Cash and cash equivalents

$
298.8


$
385.4Receivables


862.8



615.9Derivative instrument assets


5.9



9.0     March 31,


December 31,2010


20091  30 days

$
32.1


$
20.131  60 days


0.7



0.7Greater than 60 days


-



0.7$
32.8


$
21.5     As At and For the


As At and For theThree Months Ended


Year EndedMarch 31,


December 31,2010


2009Balance, beginning of period

$
8.4


$
7.7Provision for receivables impairment


-



1.3Receivables written off during the period as uncollectible


-



(0.6
)Balance, end of period

$
8.4


$
8.4     Liquidity
    Risk
    March 31, 2010Total


Amount OutstandingAmount


and Committed


Amount AvailableCredit
    facilities(1)

$
3,250.0


$
757.7


$
2,492.3Line of credit


75.0



32.1
(2)


42.9   (1)
    
    The company has $750.0 available
    under a commercial paper program which is limited to the
    availability of backup funds under the credit facilities.
    Included in the amount outstanding and committed is $507.7 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.   12




---



##### 



CarryingAmount ofLiability atMarch 31,


Contractual


Within








Over2010


Cash Flows


1 year


1 to 3 years


3 to 5 years


5 yearsShort-term debt
    obligations(1)

$
512.2


$
512.4


$
512.4


$
-


$
-


$
-Payables and accrued
    charges(2)


627.0



627.0



627.0



-



-



-Long-term debt
    obligations(1)


3,608.0



5,267.4



446.2



1,174.4



751.5



2,895.3Foreign currency derivatives


(2.8
)Outflow






726.0



726.0



-



-



-Inflow






(728.8
)


(728.8
)


-



-



-Natural gas hedging derivative
    liabilities(3)


243.3



254.8



83.4



83.0



40.9



47.5$
4,987.7


$
6,658.8


$
1,666.2


$
1,257.4


$
792.4


$
2,942.8   (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, 2010.(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.(3)
    
    Natural gas derivatives are
    subject to master netting agreements. Each counterparty has
    margin requirements that may require the company to post
    collateral against liability balances.  Market
    Risk
   13




---



##### 



Foreign
    Exchange Risk
    Foreign Exchange Risk5% increase in


5% decrease inCarrying Amount


US$


US$of Asset (Liability)


Income


OCI


Income


OCIMarch 31, 2010Available-for-sale
    investmentsIsrael Chemicals Ltd. (New Israeli Shekels)

$
2,383.3


$
-


$
(119.2
)

$
-


$
119.2Sinofert Holdings Limited (Hong Kong dollars)


922.8



-



(46.1
)


-



46.1Short-term debt (CDN)


(242.9
)


12.1



-



(12.1
)


-Payables (CDN)


(130.2
)


6.5



-



(6.5
)


-Foreign currency derivatives


2.8



(37.4
)


-



35.9



-December 31, 2009Available-for-sale
    investmentsIsrael Chemicals Ltd. (New Israeli Shekels)


1,895.7



-



(94.8
)


-



94.8Sinofert Holdings Limited (Hong Kong dollars)


864.2



-



(43.2
)


-



43.2Short-term debt (CDN)


(262.5
)


13.1



-



(13.1
)


-Payables (CDN)


(167.2
)


8.4



-



(8.4
)


-Foreign currency derivatives


5.0



(20.4
)


-



20.4



-       Interest
    Rate Risk
    Interest Rate RiskCarrying Amount


Effect of 1% decrease in


Effect of 1% increase inof Asset (Liability)


interest rates on income


interest rates on incomeMarch 31,


December 31,


March 31,


December 31,


March 31,


December 31,2010


2009


2010


2009


2010


2009Variable rate instrumentsCash and cash equivalents

$
298.8


$
385.4


$
(3.0
)

$
(3.9
)

$
3.0


$
3.9Long-term debt obligations


(255.9
)


(5.9
)


0.1



0.1



(0.1
)


(0.1
)  14




---



##### 



Price
    Risk
    Price RiskCarrying Amount


Effect of 10% decrease in


Effect of 10% increase inof Asset (Liability)


prices on OCI


prices on OCIMarch 31,


December 31,


March 31,


December 31,


March 31,


December 31,2010


2009


2010


2009


2010


2009Derivative instrumentsNatural gas hedging derivatives

$
(243.2
)

$
(171.0
)

$
(69.2
)

$
(72.6
)

$
69.5


$
72.8Available-for-sale
    investments


3,306.1



2,759.9



(330.6
)


(276.0
)


330.6



276.0     Fair
    Value
  point-in-time
    March 31, 2010


December 31, 2009Carrying





CarryingAmount


Fair Value


Amount


Fair Valueof Asset


of Asset


of Asset


of Asset(Liability)


(Liability)


(Liability)


(Liability)Derivative instrument assetsNatural gas hedging derivatives

$
0.1


$
0.1


$
3.7


$
3.7Foreign currency derivatives


5.8



5.8



5.3



5.3Available-for-sale
    investments


3,306.1



3,306.1



2,759.9



2,759.9Derivative instrument liabilitiesNatural gas hedging derivatives


(243.3
)


(243.3
)


(174.7
)


(174.7
)Foreign currency derivatives


(3.0
)


(3.0
)


(0.3
)


(0.3
)Long-term debtSenior notes


(3,350.0
)


(3,755.5
)


(3,350.0
)


(3,505.6
)Credit facilities and other


(258.0
)


(258.0
)


(8.0
)


(8.0
)      15




---



##### 



Carrying

Fair Value Measurements at Reporting Date Using:Amount of

Quoted Prices in

Significant Other

SignificantAsset (Liability)

Active Markets for

Observable

Unobservableat March 31,

Identical Assets

Inputs

InputsDescription

2010

(Level 1)

(Level 2)

(Level 3)Derivative instrument assetsNatural gas hedging derivatives

$
0.1


$
-


$
0.1


$
-Foreign currency derivatives


5.8



-



5.8



-Available-for-sale
    investments


3,306.1



3,306.1



-



-Derivative instrument liabilitiesNatural gas hedging derivatives


(243.3
)


-



(64.2
)


(179.1
)Foreign currency derivatives


(3.0
)


-



(3.0
)


-   Carrying

Fair Value Measurements at Reporting Date Using:Amount of

Quoted Prices in

Significant Other

SignificantAsset (Liability)

Active Markets for

Observable

Unobservableat December 31,

Identical Assets

Inputs

InputsDescription

2009

(Level 1)

(Level 2)

(Level 3)Derivative instrument assetsNatural gas hedging derivatives

$
3.7


$
-


$
1.2


$
2.5Foreign currency derivatives


5.3



-



5.3



-Available-for-sale
    investments


2,759.9



2,759.9



-



-Derivative instrument liabilities
    Natural gas hedging derivatives


(174.7
)


-



(53.2
)


(121.5
)Foreign currency derivatives


(0.3
)


-



(0.3
)


-   Fair Value Measurements Using
    Significant Unobservable Inputs (Level 3)Natural Gas Hedging DerivativesMarch 31,


December 31,2010


2009Balance, beginning of period

$
(119.0
)

$
(110.8
)Total gains or (losses) (realized and unrealized) before income
    taxesIncluded in earnings


(4.2
)


(48.6
)Included in other comprehensive income


(63.1
)


(49.4
)Other


-



-Purchases


-



-Sales


-



-Issues


-



-Settlements


7.2



66.0Transfer out of Level 3


-



23.8Balance, end of period

$
(179.1
)

$
(119.0
)   Three


TwelveMonths


MonthsEnded


EndedMarch 31,


December 31,2010


2009Amount of total losses for the period included in earnings
    attributable to the change in unrealized gains or losses
    relating to instruments still held at the reporting date

$
-


$
(0.4
)Losses, realized and unrealized, included in earnings for the
    period, reported in cost of goods sold

$
(4.2
)

$
(48.6
)  16




---



##### 



13.
    Seasonality    14.
    Contingencies  Canpotex
    Mining
    Risk
    Legal
    and Other Matters
  and/or
  
    The company, along with other parties, has been notified by the
    US Environmental Protection Agency (USEPA) of
    potential liability under the US 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 former property. A
    Record of Decision (ROD) was issued on
    September 27, 2007 and 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. Implementation of the ROD remedy began on March 22,
    2010 with field sampling pursuant to the Remedial Design
    Workplan.
    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 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. Until the district court
    proceedings and any subsequent appeals are concluded, PCS
    Nitrogen is unable to evaluate with reasonable certainty the
    extent of any liability it may have in this matter.
    PCS Phosphate has agreed to participate, on a non-joint and
    several basis, with parties to an Administrative Settlement
    Agreement with the USEPA (Settling Parties) in the
    performance of a removal action and the payment of certain other
    costs associated with PCB soil contamination at the Ward
    Superfund Site in Raleigh, North Carolina (Site),
    including reimbursement of the USEPAs past costs. The
    removal activities commenced at the Site in August 2007. The
    cost of performing the removal action at the Site is estimated
    at $70.0. The Settling Parties have initiated CERCLA cost
    recovery litigation against PCS 17




---



##### 



Phosphate and more than 100 other entities. PCS Phosphate filed
    crossclaims and counterclaims seeking cost recovery. 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 for Operable Unit 1, with an estimated cost of
    $6.1. In response to a special notice letter from the USEPA to
    PCS Phosphate and other alleged potentially responsible parties
    regarding the remedy for Operable Unit 1, two different groups
    of potentially responsible parties, one of which included PCS
    Phosphate, made good-faith offers to perform
    and/or pay
    for the actions described in the special notice letter. 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.  
    Pursuant to the 1996 Corrective Action Consent Order (the
    Order) executed between PCS Nitrogen Fertilizer,
    L.P., formerly known as Arcadian Fertilizer, L.P. (PCS
    Nitrogen Fertilizer) and Georgia Department of Natural
    Resources, Environmental Protection Division (GEPD)
    in conjunction with PCS Nitrogen Fertilizers purchase of
    real property located in Augusta, Georgia, PCS Nitrogen
    Fertilizer agreed to perform certain activities including a
    facility investigation and, if necessary, a corrective action.
    PCS Nitrogen Fertilizer has performed an investigation of
    environmental site conditions, has documented its findings in
    several successive facility investigation reports submitted to
    GEPD and has conducted a pilot study to evaluate the viability
    of in-situ bioremediation of groundwater at the site. In May
    2009, PCS Nitrogen Fertilizer submitted a Corrective Action Plan
    (CAP) to GEPD proposing to utilize in-situ
    bioremediation of groundwater at the site. In the event GEPD
    approves the CAP, a full-scale bioremediation remedy will be
    implemented.
    In December 2009, during a routine inspection of a gypsum stack
    at the White Springs, Florida facility a sinkhole was discovered
    that resulted in the loss of approximately 84 million
    gallons of water from the stack. The company is sampling
    production and monitoring wells on its property and drinking
    water wells on neighboring property to assess impacts. The
    company incurred costs of $1.0 to address the sinkhole between
    the time of discovery and the end of the first quarter of 2010.
    The Florida Department of Environmental Protection
    (FDEP) issued a notice to the company stating that
    the release may constitute an unauthorized discharge. The
    company is working closely with the FDEP in an effort to address
    the situation. The company also has negotiated the terms of an
    order on consent with the USEPA that requires the company to
    complete a study of available feasible measures to reduce the
    possibility and impacts of any future sinkholes. Depending on
    the outcome of this study, the order could require the
    implementation of certain mitigation measures, although the
    scope and timing for the implementation of any such measures
    cannot be ascertained at the current time. The company is unable
    at this time to estimate with certainty the total costs that may
    be incurred to address this matter.  and/or
    
    The USEPA has notified the company of various alleged violations
    of the US Resource Conservation and Recovery Act
    (RCRA) at its Aurora, North Carolina, White Springs,
    Florida and Geismar, Louisiana plants. The company has entered
    into RCRA 3013 Administrative Orders on Consent and has
    performed 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 has notified the company of various alleged violations
    of the Clean Air Act at its Lima, Ohio and Geismar, Louisiana
    plants. With respect to the Lima matter, the company met with
    representatives of the USEPA and received, and responded to, a
    subsequent information request from the USEPA. With respect to
    the Geismar matter, the government has demanded process changes
    and penalties that would cost a total of approximately $27.0,
    but the company denies that it has any liability for the Geismar
    matter. 18




---



##### 



Although the company is proceeding with planning and permitting
    for the process changes demanded by the government, the company
    is uncertain if any resolution will be possible without
    litigation, or, if litigation occurs, what the outcome would be.  
    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 mining in the
    wetlands. On January 15, 2009, the Division of Water
    Quality of the North Carolina Department of Natural Resources
    issued a certification under Section 401 of the Clean Water
    Act, that mining of phosphate in excess of thirty years from
    lands owned or controlled by the company, including some
    wetlands, would not degrade water quality. Thereafter, on
    June 10, 2009, the Corps issued the company a permit that
    will allow the company to mine the phosphate deposits identified
    in the 401 certification. USEPA decided not to seek additional
    review of the permit. 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 401
    certification. The company has intervened in this proceeding.
    Petitioners filed a motion for partial summary judgment on
    February 5, 2010 and the company filed a response and
    cross-motion for summary judgment on March 18, 2010. The
    Division of Water Quality also filed a response to
    Petitioners motion for partial summary judgment on
    March 18, 2010. At this time, the company is unable to
    evaluate the extent of any exposure that it may have in this
    matter.
    In May 2009, the Canadian government announced that its new
    industrial greenhouse gas emissions policies will be coordinated
    with policies that may be implemented in the US. In July 2009,
    the Canadian government adopted rules requiring the reporting of
    specified greenhouse gas emissions from sources that emit more
    than 50,000 tons of carbon dioxide equivalents. In September
    2009, the USEPA promulgated rules requiring the reporting of
    greenhouse gas emissions for all fuel combustion sources
    emitting more than 25,000 tons of carbon dioxide equivalents and
    certain other listed sources. The company does not believe that
    compliance with these emission reporting regulations will have a
    material adverse effect on its consolidated financial position.
    In December 2009, the USEPA issued a finding that greenhouse gas
    emissions from mobile sources endanger public health and
    welfare. In 2010, the USEPA issued rules regulating greenhouse
    gas emissions from model year 2012 vehicles sold after
    January 2, 2011. On that date, the USEPA also will begin to
    require permits for greenhouse gas emissions from certain
    stationary sources such as manufacturing plants, although USEPA
    has not yet announced the emission thresholds that will be used
    to determine which sources will be required to obtain permits.
    The company is monitoring these developments and, except as
    indicated above, their effect on its operations cannot be
    determined with certainty at this time.
    On January 26, 2010, the USEPA proposed nutrient criteria
    for Florida lakes and flowing waters. These criteria are
    currently scheduled to be promulgated in October 2010. The
    criteria will become part of Floridas water quality
    standards sixty days after the final criteria are issued. The
    company, along with other phosphate companies, is participating
    in the USEPA rulemaking process. If the USEPA rule is adopted as
    proposed, projected capital costs resulting from the rule could
    be in excess of $100.0 for the companys White Springs
    plant, and there is no guarantee that controls can be
    implemented that are capable of achieving compliance with the
    proposed rule under all flow conditions. The company is
    uncertain if any resolution will be possible without litigation,
    or, if litigation occurs, what the outcome would be.
    The company, having been unable to agree with Mosaic Potash
    Esterhazy Limited Partnership (Mosaic) on the
    remaining amount of potash that the company is entitled to
    receive from Mosaic pursuant to the mining and processing
    agreement in respect of the companys rights at the
    Esterhazy mine, issued a Statement of Claim in the Saskatchewan
    Court of Queens Bench against Mosaic on May 27, 2009.
    In the Statement of Claim, the company has asserted that it has
    the right under the mining and processing agreement to receive
    potash from Mosaic until at least 2012, and seeks an order from
    the Court declaring the amount of potash which the company has
    the right to receive. Mosaic in its Statement of Defence dated
    June 16, 2009 asserts that at a delivery rate of
    1.24 million tons of product per year, the companys 19




---



##### 



entitlement to receive potash under the mining and processing
    agreement will terminate by August 30, 2010. Also, on
    June 16, 2009, Mosaic commenced a counterclaim against the
    company asserting that the company has breached the mining and
    processing agreement due to its refusal to take delivery of
    potash product under the agreement based on an event of force
    majeure. The company will continue to assert its position in
    these proceedings vigorously and it denies liability to Mosaic
    in connection with its counterclaim.  
    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. 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.        15.
    Guarantees    back-to-back
 20




---



##### 



16.
    Reconciliation
    of Canadian and United States Generally Accepted Accounting
    Principles    (a) Inventory valuation:
  (b) Long-term investments:
   21




---



##### 



(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:
  (h) Offsetting of certain amounts:
  (i) Stock-based compensation:
 22




---



##### 



Service Period CommencedPerformance Option Plan Year

Canadian GAAP

US GAAP2007


January 1, 2007



May 3, 20072008


January 1, 2008



May 8, 20082009


January 1, 2009



May 7, 2009     (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:
 23




---



##### 



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 312010


2009(1)Net income as reported  Canadian GAAP

$
449.2


$
307.4Items increasing (decreasing) reported net incomeInventory valuation (a)


-



(5.7
)Depreciation and amortization (d)


2.1



2.1Stock-based compensation (i)


(2.2
)


(0.4
)Stripping costs (j)


(8.9
)


(0.3
)Exploration costs (e)


(0.3
)


-Share of earnings of equity investees (b)


(0.6
)


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


-



0.3Deferred income taxes relating to the above adjustments (k)


2.8



3.9Income taxes related to US GAAP effective income tax
    rate (k, m)


(3.9
)


0.6Income taxes related to stock-based compensation (l)


(7.2
)


(0.6
)Income taxes related to uncertain income tax positions (m)


27.0



(8.1
)Net income  US GAAP

$
458.0


$
298.6Basic weighted average shares outstanding  US GAAP


296,119,000



295,232,000Diluted weighted average shares outstanding  US
    GAAP (i)


304,704,000



303,323,000Basic net income per share  US GAAP

$
1.55


$
1.01Diluted net income per share  US GAAP

$
1.50


$
0.98   (1)
    
    Corrected as described in
    Note 17  March 31,


December 31,2010


2009Total assets as reported  Canadian GAAP

$
13,604.0


$
12,922.2Items increasing (decreasing) reported total assetsInventory (a)


(1.7
)


(1.7
)Property, plant and equipment (c)


(82.3
)


(84.4
)Exploration costs (e)


(13.7
)


(13.4
)Stripping costs (j)


(56.0
)


(47.1
)Pension and other post-retirement benefits (f)


(175.6
)


(180.9
)Margin deposits associated with derivative instruments (h)


(169.8
)


(108.9
)Investment in equity investees (b)


(4.6
)


(4.0
)Income tax asset related to uncertain income tax positions (m)


62.2



33.7Goodwill (c)


(46.7
)


(46.7
)Total assets  US GAAP

$
13,115.8


$
12,468.8   24




---



##### 



March 31,


December 31,2010


2009(1)Total shareholders equity as reported  Canadian
    GAAP

$
6,952.3


$
6,439.8Items increasing (decreasing) reported shareholders equityAccumulated other comprehensive incomeIncome taxes related to uncertain income tax positions (m)


(1.2
)


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


(225.8
)


(229.7
)Share of accumulated other comprehensive income of equity
    investees (b)


(1.6
)


(1.9
)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)


(1.7
)


(1.7
)Depreciation and amortization (d)


89.0



86.9Exploration costs (e)


(13.7
)


(13.4
)Stripping costs (j)


(56.0
)


(47.1
)Stock-based compensation (i)


0.5



2.4Share of other comprehensive income of equity investees (b)


(0.5
)


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


42.0



39.2Income taxes related to US GAAP effective income tax
    rate (k, m)


(64.1
)


(60.2
)Income taxes related to uncertain income tax positions (m)


116.8



89.8Shareholders equity  US GAAP

$
6,618.0


$
6,085.0   (1)
    
    Corrected as described in
    Note 17  Supplemental
    US GAAP Disclosures
  Disclosures
    About Derivative Instruments and Hedging Activities
  Fair Values of Derivative Instruments in the Consolidated
    Statements of Financial Position
  March 31,

December 31,Derivative instrument assets
    (liabilities)(1)

Balance Sheet Location

2010

2009Derivatives designated as hedging instrumentsNatural gas hedging derivatives

Prepaid expenses and other current assets

$
0.1


$
0.5Natural gas hedging derivatives

Other assets


-



3.2Natural gas hedging derivatives

Current  portion of derivative instrument liabilities


(83.6
)


(51.5
)Natural gas hedging derivatives

Derivative instrument liabilities


(159.7
)


(123.2
)Total derivatives designated as hedging instruments


(243.2
)


(171.0
)Derivatives not designated as hedging instrumentsForeign currency derivatives

Prepaid expenses and other current assets


5.8



5.3Foreign currency derivatives

Current portion of derivative instrument liabilities


(3.0
)


(0.3
)Total derivatives not designated as hedging instruments

$
2.8


$
5.0   (1)
    
    All fair value amounts are gross
    and exclude netted cash collateral balances 25




---



##### 



The Effect of Derivative Instruments on the Consolidated
    Statements of Operations for the Three Months Ended March 31
 Amount of LossRecognized inAmount of Loss




IncomeReclassified from


Location of Loss

(IneffectiveAccumulated


Recognized in

Portion andAmount of Loss


Location of Loss

OCI


Income (Ineffective

AmountRecognized


Reclassified

into Income


Portion and Amount

Excluded fromin OCI


from Accumulated

(Effective


Excluded from

EffectivenessDerivatives in Cash

(Effective Portion)


OCI into Income

Portion)


Effectiveness

Testing)Flow Hedging Relationships

2010


2009


(Effective Portion)

2010


2009


Testing)

2010


2009Natural gas hedging derivatives

$
(85.4
)

$
(72.5
)

Cost of goods sold

$
(14.5
)

$
(13.7
)

Cost of goods sold

$
-


$
(0.2
)   Amount of (Loss)Gain RecognizedDerivatives Not Designated



in Incomeas Hedging Instruments

Location of (Loss) Gain Recognized in Income

2010


2009Foreign currency derivatives

Foreign exchange loss

$
(1.5
)

$
(3.6
)Natural gas derivatives

Cost of goods sold


(0.1
)


0.5   Uncertainty
    in Income Taxes
    Recent
    Accounting Pronouncements
  Variable
    Interest Entities
    Fair
    Value Disclosures
   26




---



##### 



17.
    Comparative
    Figures    2006

2007

2008

2009As





As





As





AsPreviously



As

Previously



As

Previously



As

Previously



AsReported

Adjustment

Corrected

Reported

Adjustment

Corrected

Reported

Adjustment

Corrected

Reported

Adjustment

CorrectedConsolidated Statements of Financial Position and Accumulated
    Other Comprehensive Income and Retained Earnings (as applicable)At December 31:Payables and accrued charges


545.2



-



545.2



911.7



-



911.7



1,183.6



7.6



1,191.4



779.3



17.5



796.8Accrued environmental costs and asset retirement obligations


110.3



40.7



151.0



121.0



39.8



160.8



133.4



78.8



212.0



134.8



80.3



215.1Future income tax liability


632.1



(15.8
)


616.3



988.1



(15.3
)


972.8



794.2



(32.6
)


761.6



999.3



(36.9
)


962.4Retained earnings


1,286.4



(24.9
)


1,261.5



2,279.6



(24.5
)


2,255.1



2,402.3



(53.8
)


2,348.5



3,272.1



(60.9
)


3,211.2Accumulated other comprehensive income and retained earnings


n/a



n/a



n/a



4,458.5



(24.5
)


4,434.0



3,060.2



(53.8
)


3,006.4



4,920.9



(60.9
)


4,860.0Consolidated Statements of Operations and Retained Earnings and
    Comprehensive Income (as applicable)For the Year Ended December 31:Cost of goods sold


2,374.8



40.7



2,415.5



2,882.8



(0.9
)


2,881.9



4,081.8



46.6



4,128.4



2,631.6



11.4



2,643.0Income taxes


158.1



(15.8
)


142.3



416.2



0.5



416.7



1,077.1



(17.3
)


1,059.8



83.5



(4.3
)


79.2Net income


631.8



(24.9
)


606.9



1,103.6



0.4



1,104.0



3,495.2



(29.3
)


3,465.9



987.8



(7.1
)


980.7Net income per share  basic


2.03



(0.08
)


1.95



3.50



-



3.50



11.37



(0.10
)


11.27



3.34



(0.02
)


3.32Net income per share  diluted


1.98



(0.08
)


1.90



3.40



-



3.40



11.01



(0.09
)


10.92



3.25



(0.02
)


3.23Comprehensive income


n/a



n/a



n/a



2,413.5



0.4



2,413.9



1,974.2



(29.3
)


1,944.9



1,978.7



(7.1
)


1,971.6Consolidated Statements of Cash FlowFor the Year Ended December 31:Net income


631.8



(24.9
)


606.9



1,103.6



0.4



1,104.0



3,495.2



(29.3
)


3,465.9



987.8



(7.1
)


980.7Provision for future income tax


50.0



(15.8
)


34.2



119.6



0.5



120.1



82.2



(17.3
)


64.9



203.2



(4.3
)


198.9Other long-term liabilities


13.4



40.7



54.1



(57.9
)


(0.9
)


(58.8
)


2.3



46.6



48.9



(8.0
)


11.4



3.4Cash provided by operating activities


696.8



-



696.8



1,688.9



-



1,688.9



3,013.2



-



3,013.2



923.9



-



923.9    n/a = not applicable since the
    company did not begin to report accumulated other comprehensive
    income and comprehensive income for Canadian GAAP purposes until
    2007
    
    statements of operations and retained earnings: increase cost of
    goods sold by $1.5, reduce income tax expense by $0.6, reduce
    opening retained earnings by $53.8; there was no impact on basic
    earnings per share while diluted earnings per share was reduced
    $0.01
    statements of cash flow: reduce net income by $0.9, increase
    adjustments to reconcile net income to cash provided by
    operating activities through reduction in recovery of future
    income tax of $0.6 and increase in other long-term liabilities
    of $1.5; there was no net impact on cash flow for the period
    statements of comprehensive income: reduce net income and
    comprehensive income by $0.9. 27




---



##### 



ITEM 2.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-K,
  POTASHCORP
    AND OUR BUSINESS ENVIRONMENT
        POTASHCORP
    STRATEGY
       28




---



##### 



KEY
    PERFORMANCE DRIVERS  PERFORMANCE COMPARED TO
    GOALS
     Representative


PerformanceGoal


2010 Annual
    Target


to
    March 31, 2010Achieve no harm to people.


Reduce total site severity injury rate by 35 percent from
    2008 levels by the end of 2012.


Total site severity injury rate was 53 percent below the
    2008 annual level for the first three months of 2010. The total
    site severity injury rate was 16 percent below the 2008
    annual level for the first three months of 2009 and
    25 percent below the 2008 annual level by the end of 2009.Achieve no damage to the environment.


Reduce total reportable releases, permit excursions and spills
    by 30 percent from 2009 levels.


Reportable release rate on an annualized basis declined
    33 percent, annualized permit excursions were up
    14 percent and annualized spills were up 33 percent
    during the first three months of 2010 compared to 2009 annual
    levels. Compared to the first three months of 2009, permit
    excursions were up 100 percent and spills were up
    50 percent. We had one reportable release in 2010 and none
    in 2009.Maximize long-term shareholder value.


Exceed total shareholder return for our sector and companies on
    the DAXglobal Agribusiness Index for 2010.


PotashCorps total shareholder return was 10 percent
    in the first three months of 2010 compared to our sector
    weighted average return (based on market capitalization) of
    4 percent and the DAXglobal Agribusiness Index weighted
    average return (based on market capitalization)  of
    3 percent.   FINANCIAL
    OVERVIEW
  Form 10-Q.
    Earnings
    Guidance  First Quarter 2010
  Initial Company Guidance

Actual ResultsEarnings per share

$0.70 - $1.00

$1.47Effective tax rate, including discrete items

24% - 26%

29%  29




---



##### 



Overview
    of Actual Results
  Operations
  Three Months Ended March 31%Dollars (millions)  except per-share
    amounts

2010


2009


Change


ChangeSales

$
1,713.6


$
922.5


$
791.1



86Gross Margin


715.1



228.1



487.0



214Operating Income


662.1



216.9



445.2



205Net Income


449.2



307.4



141.8



46Net Income Per Share  Diluted


1.47



1.01



0.46



46Other Comprehensive Income


80.7



37.0



43.7



118     (2004-2008)
   30




---



##### 



Balance
    Sheet
   Changes in Balances  December 31, 2009 to
    March 31, 2010 (in $ millions)
  
       31




---



##### 



Business
    Segment Review
    and/or
  Potash
  Three Months Ended March 31Dollars (millions)


Tonnes (thousands)


Average per
    Tonne(1)2010


2009


% Change


2010


2009


% Change


2010


2009


% ChangeSales

$
892.2


$
269.2



231Freight


67.3



6.7



904Transportation and distribution


28.6



3.6



694Net sales

$
796.3


$
258.9



208Manufactured productNet salesNorth American

$
449.8


$
85.4



427



1,266



133



852


$
355.19


$
639.91



(44
)Offshore


341.9



168.0



104



1,198



341



251


$
285.48


$
493.03



(42
)791.7



253.4



212



2,464



474



420


$
321.31


$
534.35



(40
)Cost of goods sold


273.4



88.5



209














$
110.96


$
186.46



(40
)Gross margin


518.3



164.9



214














$
210.35


$
347.89



(40
)Other miscellaneous and purchased productNet sales


4.6



5.5



(16
)Cost of goods sold


6.5



3.8



71Gross margin


(1.9
)


1.7



n/mGross Margin

$
516.4


$
166.6



210














$
209.58


$
351.48



(40
)   (1)
    
    Rounding differences may occur due
    to the use of whole dollars in per-tonne calculations.  n/m = not meaningful
 32




---



##### 



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


2010 vs. 2009Change inPrices/CostsChange in







Cost ofSales Volumes



Net Sales



Goods Sold



TotalManufactured productNorth American


$
602.1



$
(360.5
)


$
25.2



$
266.8Offshore



352.7




(248.6
)



(17.5
)



86.6Change in market mix



(69.6
)



84.2




(14.6
)



-Total manufactured product


$
885.2



$
(524.9
)


$
(6.9
)


$
353.4Other miscellaneous and purchased product


















(3.6
)Total

















$
349.8   (PERFORMANCE GRAPH)

(PERFORMANCE GRAPH)   
  33




---



##### 



(1)
  Net Sales Prices

Sales Volumes

Cost of Goods Soldâ The
    lower average realized price for the quarter reflected new
    pricing levels established in major markets following the
    unprecedented decline in potash demand in 2009. Canpotex
    reached an agreement with major customers in China, in respect
    of Q1 shipments, and India, in respect of Q2 shipments for
    short-term contracts priced on a spot basis.á North
    American customers prefer premium priced granular product over
    standard product more typically consumed offshore.

á Supportive
    crop margins  the result of improving commodity
    prices and lower input costs  appeared to refocus
    farmers and fertilizer dealers on the need to address potash
    nutrient shortfalls in the soils and the distribution chain
    created by approximately 18 months of limited fertilizer
    purchasing.  This was most apparent in North America, with
    record volumes shipped to customers. Buyers continued to
    purchase just-in-time, indicating that shipments were intended
    for consumption rather than inventory restocking.á Offshore
    sales rebounded strongly, primarily on the strength of demand in
    Asia (excluding China and India). Canpotex shipments to these
    regions climbed, owing to strong commodity prices and higher
    demand for both potash and blended fertilizers. Latin American
    imports improved due to low customer potash inventory positions,
    stronger grain prices, and renewed farmer/dealer confidence.
    While shipments to China rose, fertilizer consumption there has
    been tempered by delays to the spring planting season due to
    cold weather in the North and severe drought in the South.

â Personnel
    costs higher due to higher staff levels (anticipating the ramp
    up to expansion levels) and higher wages (wages were lower in
    2009 as new contracts at Lanigan and Rocanville were not
    ratified until second quarter and third quarter 2009,
    respectively).â Increased
    maintenance costs with higher production levels.á Lower
    brine inflow management costs due to stable brine inflow rate
    and operational pipeline at New Brunswick (last year brine
    inflow was transported solely by trucks).á Royalty
    costs lower due to lower average North American list prices per
    tonne.â The
    Canadian dollar strengthened relative to the US dollar.  North
    American cost of goods sold variance was positive as our lowest
    cost mine, Rocanville, comprised a larger proportion of
    production while offshore cost of goods sold variance was
    negative due to more of that product coming from our other
    mines.       (1) Direction
    of arrows refer to impact on gross margin while
    the  symbol signifies a neutral impact
 34




---



##### 



Three Months Ended March 31%2010


2009


Change


ChangeAsia (excluding China and India)


51



39



12



31Latin America


19



-



19



n/mChina


16



20



(4
)


(20
)India


7



33



(26
)


(79
)Oceania, Europe and other


7



8



(1
)


(13
)100



100   n/m  not meaningful
  Phosphate
  Three Months Ended March 31Dollars (millions)


Tonnes (thousands)


Average per
    Tonne(1)2010


2009


% Change


2010


2009


% Change


2010


2009


% ChangeSales

$
401.3


$
329.9



22Freight


25.6



18.2



41Transportation and distribution


9.8



8.4



17Net sales

$
365.9


$
303.3



21Manufactured productNet salesFertilizer  liquids

$
81.3


$
44.1



84



248



96



158


$
327.87


$
457.62



(28
)Fertilizer  solids


125.4



92.6



35



293



270



9


$
428.30


$
342.75



25Feed


71.2



68.5



4



167



114



46


$
426.22


$
603.39



(29
)Industrial


82.0



94.6



(13
)


152



116



31


$
540.11


$
817.50



(34
)359.9



299.8



20



860



596



44


$
418.67


$
503.25



(17
)Cost of goods sold


297.5



294.0



1














$
346.11


$
493.52



(30
)Gross margin


62.4



5.8



976














$
72.56


$
9.73



646Other miscellaneous and  purchased productNet sales


6.0



3.5



71Cost of goods sold


2.3



2.0



15Gross margin


3.7



1.5



147Gross Margin

$
66.1


$
7.3



805














$
76.86


$
12.25



528   (1)
    
    Rounding differences may occur due
    to the use of whole dollars in per-tonne calculations. 35




---



##### 



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


2010 vs. 2009Change inPrices/CostsChange in Sales







Cost ofVolumes



Net Sales



Goods Sold



TotalManufactured productFertilizer  liquids


$
22.5



$
(32.2
)


$
17.9



$
8.2Fertilizer  solids



(10.1
)



25.1




41.3




56.3Feed



16.7




(29.6
)



28.6




15.7Industrial



20.5




(42.1
)



(1.7
)



(23.3
)Change in market mix



(6.4
)



6.1




-




(0.3
)Total manufactured product


$
43.2



$
(72.7
)


$
86.1



$
56.6Other miscellaneous and purchased product


















2.2Total

















$
58.8      
 36




---



##### 



(1)
  Net Sales Prices

Sales Volumes

Cost of Goods Soldâ Prices
    for liquid fertilizers and feed phosphate products, which are
    typically set on a short-term contract basis and therefore
    temporarily lag current market prices, were down. Similarly,
    certain industrial products are priced on a cost plus or
    market-index scale and trail market conditions, which resulted
    in a decline from last years first quarter. Prices
    remained stable throughout first-quarter 2010.á Solid
    fertilizer prices were up, a reflection of tightening supply /
    demand fundamentals (resulting from nutrient application rates
    returning to levels approximating historical averages) and the
    escalation of costs for sulfur and ammonia inputs.

á Sales
    increased due to favorable commodity prices, low inventories
    throughout the supply chain, improved buyer sentiment and
    limited perceived pricing risk.á North
    American liquid fertilizer volumes increased substantially in
    anticipation of potential record combined US corn and soybean
    planting. Offshore liquid fertilizer shipments rose
    significantly in response to improved demand from India.á Demand
    for feed products improved due to better economics in the beef,
    pork and poultry industries.á Industrial
    sales volumes increased due to an improvement in demand for
    purified phosphoric acid used in downstream food and other
    commercial markets.â Although
    sales volumes increased, solid fertilizers had a negative volume
    variance due to higher cost inventory being
    sold.

á Significantly
    lower sulfur costs (69 percent) and lower ammonia costs
    (6 percent) were offset in part by increased costs of
    mining phosphate rock (due to drag-line moves and distance from
    the mills).â Industrial
    price variance negative due to higher rock costs at Geismar
    (demurrage charges incurred due to weather delays at rock
    shipping points which also resulted in production delays).     (1) Direction
    of arrows refer to impact on gross margin
 37




---



##### 



Nitrogen
  Three Months Ended March 31Dollars (millions)


Tonnes (thousands)


Average per
    Tonne(1)2010


2009


% Change


2010


2009


% Change


2010


2009


% ChangeSales

$
420.1


$
323.4



30Freight


12.3



12.7



(3
)Transportation and distribution


11.5



15.0



(23
)Net sales

$
396.3


$
295.7



34Manufactured productNet salesAmmonia

$
147.4


$
90.9



62



430



479



(10
)

$
343.30


$
189.74



81Urea


120.8



121.6



(1
)


344



395



(13
)

$
351.28


$
308.10



14Nitrogen solutions/Nitric acid/Ammonium nitrate


98.6



73.0



35



548



386



42


$
179.90


$
189.29



(5
)366.8



285.5



28



1,322



1,260



5


$
277.60


$
226.69



22Cost of goods sold


241.2



236.6



2














$
182.59


$
187.88



(3
)Gross margin


125.6



48.9



157














$
95.01


$
38.81



145Other miscellaneous and purchased productNet sales


29.5



10.2



189Cost of goods sold


22.5



4.9



359Gross margin


7.0



5.3



32Gross Margin

$
132.6


$
54.2



145














$
100.30


$
43.02



133    (1)
    
    Rounding differences may occur due
    to the use of whole dollars in per-tonne calculations.  Nitrogen
    gross margin variance attributable to:
  Three Months Ended March 31Dollars (millions)


2010 vs. 2009Change inPrices/CostsChange in Sales







Cost ofVolumes



Net Sales



Goods Sold



TotalManufactured productAmmonia


$
(2.9
)


$
66.0



$
(16.8
)


$
46.3Urea



(7.5
)



14.8




7.0




14.3Solutions, NA, AN



11.9




(5.1
)



10.5




17.3Hedge



-




-




(1.2
)



(1.2
)Change in market mix



8.4




(8.4
)



-




-Total manufactured product


$
9.9



$
67.3



$
(0.5
)


$
76.7Other miscellaneous and purchased product


















1.7Total

















$
78.4   38




---



##### 



Three Months Ended March 31Sales Tonnes (thousands)


Price per Tonne2010


2009


2010


2009Fertilizer


498



580


$
259.39


$
248.72Feed


8



9


$
418.70


$
425.21Industrial


816



671


$
287.36


$
205.041,322



1,260


$
277.60


$
226.69  39




---



##### 



(1)
  Net Sales Prices

Sales Volumes

Cost of Goods Soldá Recovering
    demand for industrial products and strong fertilizer movement in
    advance of the US spring planting season resulted in average
    ammonia prices up from the first quarter of 2009. Prices for
    urea similarly rose against a backdrop of higher natural gas
    prices and increased downstream industrial demand for resins,
    adhesives, etc.â Nitrogen
    solutions contracted slightly due to the rescheduling of certain
    2009 priced shipping commitments to 2010.

â Ammonia
    volumes declined due to higher internal consumption which
    resulted in fewer tonnes being available for external sales.â Urea
    volumes dropped due to fewer shipments to offshore markets.á Nitrogen
    solutions volumes increased due to strong customer demand caused
    by comparatively-favorable spring planting conditions.á Nitric
    acid volumes increased substantially, largely as a result of
    strengthened industrial demand associated with a recovering
    economy.â Ammonium
    nitrate sales volumes declined due to weak commercial explosives
    demand in the coal and metal mining
    markets.

â Average
    natural gas costs in production, including hedge, increased
    34 percent. Natural gas costs in Trinidad production
    increased 87 percent (contract price indexed, in part, to
    ammonia prices) while our US spot costs for natural gas in
    production increased 15 percent.â Reversals
    of writedowns were minimal in 2010 compared to the prior year
    which were due to significant writedowns in 2008 being recovered
    in 2009.á Reliability
    of all nitrogen plants improved in 2010 while turnaround costs
    were significantly higher in 2009 and a fire occurred at one of
    our Trinidad ammonia plants last year, impacting the cost
    variance in ammonia which was unfavorable compared to favorable
    for the other products.   Expenses
    and Other Income
  Three Months Ended March 31Dollars (millions)

2010

2009

Change

% ChangeSelling and administrative

$
49.5


$
43.4


$
6.1



14Provincial mining and other taxes


22.5



33.0



(10.5
)


(32
)Foreign exchange loss (gain)


9.2



(30.2
)


39.4



n/mOther income


28.2



35.0



(6.8
)


(19
)Interest expense


30.5



23.2



7.3



31Income taxes


182.4



(113.7
)


296.1



n/m           (1) Direction
    of arrows refer to impact on gross margin
 40




---



##### 



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

2010

2009

Change

ChangeLong-term debt obligations, including current portionWeighted average outstanding

$
3,523.9

$
2,429.7

$
1,094.2


45Weighted average interest rate


5.4%


4.5%


0.9%


20Short-term debt obligationsWeighted average outstanding

$
613.9

$
526.8

$
87.1


17Weighted average interest rate


0.5%


2.0%


(1.5)%


(75)       LIQUIDITY
    AND CAPITAL RESOURCES
  Cash
    Requirements
    Contractual
    Obligations and Other Commitments
   41




---



##### 



March 31, 2010Changes to Payments Due By PeriodDollars (millions)

Total

Within 1 Year


1 to 3 Years

3 to 5 Years

Over 5 YearsLong-term debt obligations

$
250.0

$
250.0
(1)

$
-

$
-

$
-Capital commitments


474.6


201.5



249.2


23.9


-Total

$
724.6

$
451.5


$
249.2

$
23.9

$
-    (1)
    
    Amounts outstanding under the
    long-term credit facilities were classified as current.  Capital
    Expenditures
      Expected
    Completion(1)

ForecastedCDN Dollars (millions)

2010 Forecast

Total Forecast

Started

(Description)

Remaining SpendingAllan, Saskatchewan

$
191


$
550



2008


2012 (general expansion)

$
450Cory I, Saskatchewan

$
462


$
1,435



2007


2010 (red potash mill)

$
430Cory II,
    Saskatchewan(2)










2008


2012 (general expansion)Picadilly, New Brunswick

$
500


$
1,660



2007


2012 (mine shaft and mill)

$
960Rocanville, Saskatchewan

$
390


$
2,800



2008


2013 (mine shaft and mill)

$
2,310    (1)
    
    Excludes ramp up time. We expect
    these projects will be fully ramped up by the end of 2015,
    provided market conditions warrant.(2)
    
    2010 forecast, total forecast and
    forecasted remaining spending included in Cory I    Sources
    and Uses of Cash
    Three Months Ended March 31%Dollars (millions)

2010


2009


Change


ChangeCash provided by operating activities

$
788.5


$
98.7


$
689.8



699Cash used in investing activities


(890.6
)


(377.0
)


(513.6
)


136Cash provided by financing activities


15.5



256.6



(241.1
)


(94
)     %Dollars (millions)  except ratio amounts

March 31, 2010

December 31, 2009

Change

ChangeCurrent assets

$
2,062.5


$
2,271.7


$
(209.2
)


(9
)Current liabilities

$
(1,674.4
)

$
(1,577.4
)

$
97.0



6Working capital

$
388.1


$
694.3


$
(306.2
)


(44
)Current ratio


1.23



1.44



(0.21
)


(15
)  42




---



##### 



Principal
    Debt Instruments
  March 31, 2010Total

Amount OutstandingDollars (millions)

Amount

and Committed

Amount AvailableCredit
    facilities(1)

$
3,250.0


$
757.7


$
2,492.3Line of credit


75.0



32.1
(2)


42.9    (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
    $507.7 million 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.       43




---



##### 



Outstanding
    Share Data
    Off-Balance
    Sheet Arrangements
  Form 10-Q
  QUARTERLY
    FINANCIAL HIGHLIGHTS
  Form 10-Q
  Dollars (millions) 


March 31,


December 31,


September 30,


June 30,


March 31,


December 31,


September 30,


June 30,except per-share amounts


2010


2009


2009


2009


2009


2008


2008


2008Sales


$
1,713.6



$
1,099.1



$
1,099.1



$
856.0



$
922.5



$
1,870.6



$
3,064.3



$
2,621.0Gross margin



715.1




272.7




344.7




169.1




228.1




828.1




1,740.4




1,436.7Net income



449.2




239.2




247.9




186.2




307.4




759.8




1,235.7




904.7Net income per share  basic



1.52




0.81




0.84




0.63




1.04




2.53




4.06




2.91Net income per share  diluted



1.47




0.79




0.82




0.61




1.01




2.47




3.93




2.82      44




---



##### 



RELATED
    PARTY TRANSACTIONS
    CRITICAL
    ACCOUNTING ESTIMATES
  Form 10-Q.
      RECENT
    ACCOUNTING CHANGES
  Form 10-Q
  International
    Financial Reporting Standards
  case-by-case
     45




---



##### 



IFRSs-compliant
    Key Activities


Milestones


StatusAccounting policies and procedures: Identify differences between IFRSs and the companys existing policies and procedures
 Analyze and select ongoing policies where alternatives are permitted
 Analyze and determine which IFRS 1 exemptions will be taken on transition to IFRSs
 Revise accounting policy and procedures manuals


 Senior management approval and audit committee review of policy decisions by Q1 2010
 Revised accounting policy and procedures manuals in place by changeover date


 Certain major accounting policy decisions were preliminarily approved by senior management and reviewed by the audit committee of the Board of Directors in Q1 2010. Some accounting policy choices are still being analyzed and not all decisions have been made where accounting policy choices are available
 Revisions to accounting and procedures manuals are being drafted as work on each area of IFRSs progressesFinancial statement preparation: Prepare financial statements and note disclosures in compliance with IFRSs
 Quantify the effects of converting to IFRSs
 Prepare first-time adoption reconciliations required under IFRS 1


 Senior management approval and audit committee review of preliminary pro forma financial statements and disclosures by Q1 2010
 Senior management approval and audit committee review of full proforma financial statements prior to changeover


 Preliminary pro forma financial statements were reviewed by the audit committee in Q1 2010. Development of financial statement format is in progress
 Draft note disclosures have been prepared for most areas of IFRSs
 Effects of the conversion are being quantified as work on each area of IFRSs progresses  see summaries of estimated adjustments at the end of this sectionTraining and communication: Provide topic-specific training to key employees involved with implementation
 Develop awareness of the likely impacts of the transition throughout the company
 Provide company-specific training on revised policies and procedures to affected personnel
 Provide timely communication of the impacts of converting to IFRSs to our external stakeholders


 Training for IFRSs work stream members provided as work on each IFRSs topic commences
 Company-specific detailed training implemented prior to changeover date
 Impacts of converting to IFRSs communicated prior to changeover


 Key employees involved with implementation have completed or are in the process of completing topic-specific training
 Regular awareness presentations are provided at various forums to prepare personnel for the changeover
 A detailed training plan has been developed and approved. Training will be conducted using a three-tiered approach with more detailed training provided for practitioners and higher-level training provided for other personnel. Detailed training is planned to be completed by the end of Q3 2010
 Communication to external stakeholders has been ongoing through our MD&A disclosures. Further refinement of expected impacts of the IFRSs conversion will occur in each period up to adoption of IFRSs 46




---



##### 



Key Activities


Milestones


StatusBusiness impacts: Identify impacts of conversion on contracts including financial covenants and compensation arrangements
 Identify impacts of conversion on taxation


 Impacts on contracts identified by Q4 2009
 Taxation impacts identified by Q1 2010


 Identification of impacts on contracts is complete. Adoption of IFRSs is not expected to have any material impact on the companys contracts
 Income tax accounting impacts have been identified, however quantification of all differences has not yet been finalized. Impacts of the IFRSs conversion on the companys tax compliance processes are still being assessedIT systems: Identify changes required to IT systems and implement solutions
 Determine and implement solution for capturing financial information under Canadian GAAP, US GAAP and IFRSs during the year of transition to IFRSs (for comparative information)


 Necessary changes to IT systems implemented by changeover date
 Solution for capturing financial information under multiple sets of GAAP implemented by 2009


 Required changes to IT systems have been identified and are being addressed in conjunction with an upgrade to the companys financial information system
 IFRSs record-keeping has been implemented within the companys financial information system to enable the capturing of financial information under multiple sets of accounting principlesControl environment: For all changes to policies and procedures identified, assess effectiveness of internal controls over financial reporting (ICFR) and disclosure controls and procedures (DC&P) and implement any necessary changes
 Design and implement internal controls over the IFRSs changeover process


 Sign-off by internal controls group on effectiveness of internal controls prior to changeover
 Internal controls over IFRSs changeover process in place by 2009


 Assessments and sign-offs have been provided for completed work streams and will continue as the remaining work streams progress
 Specific controls have been established and documented in relation to the IFRSs changeover process   First-Time
    Adoption of IFRSs
    Expected
    Areas of Significance
     47




---



##### 



Accounting Policy
    Area


Impact of Policy
    AdoptionIncome Taxes


Difference from existing Canadian GAAP:IFRSs prohibit
    recognition of a deferred tax liability if it arises from the
    initial recognition of specified assets or liabilities in a
    transaction that is not a business combination and that does not
    affect either accounting or taxable income at the time. Certain
    deferred tax liabilities recorded under Canadian GAAP in
    relation to one of the companys equity investments will
    need to be reversed. In addition, deferred tax assets relating
    to losses in one of the companys foreign subsidiaries were
    recognized under Canadian GAAP as a reduction in the cost of the
    aforementioned equity investment. Under IFRSs, this amount is
    recognized in net incomeExpected transition impact:2009 net income will
    increase by $1 million. Shareholders equity will increase
    by $16 million in 2009 ($15 million in 2008)Expected future impact:Adjustments relating to changes
    in the deferred tax liability which would have been recognized
    under Canadian GAAP will no longer be recognized under IFRSsShare-Based Payments


Differences from existing Canadian GAAP:IFRS 2,
    Share-Based Payments, requires that cash-settled
    share-based payments to employees be measured (both initially
    and at each reporting date) based on fair values of the awards.
    Canadian GAAP requires that such payments be measured based on
    intrinsic values of the awards. This difference is expected to
    impact the accounting measurement of some of our cash-settled
    employee incentive plans, such as our performance unit incentive
    planExpected transition impact:2009 net income will
    increase by $2 million. Shareholders equity will increase
    by $2 million in 2009 (2008  $Nil)Expected future impact:Any future significant difference
    between the fair value and intrinsic value of outstanding units
    under the companys performance unit incentive plan will
    result in different measurements under IFRSs and Canadian GAAP
    in any particular year, however this will be a timing difference
    only. The total future compensation expense relating to these
    awards will be the same under IFRSs and Canadian GAAP over the
    duration of each incentive plan cycle    48




---



##### 



Estimated
    Adjustments to Net Income on Adoption of IFRSs
  (Unaudited)In millions of US dollarsFor the Year Ended December 31

2009Net Income Under Canadian GAAP


$987.8IFRSs adjustments to net income (based on differences identified
    to date):Policy choicesEmployee benefits  Actuarial gains and losses


28.6Provisions  Changes in decommissioning liabilities


TBDOtherEmployee benefits  Past service costs


17.3Employee benefits  Canadian GAAP transition amounts


0.2Borrowing costs


(8.4
)Hedge accounting


(1.5
)Impairment of assets


(1.0
)Share-based payments


2.4Income taxes  Tax effect of above differences


(14.4
)Income tax related GAAP differences  Quantified
    differences


(125.1
) Not yet quantified


TBD      49




---



##### 



Estimated
    Adjustments to Shareholders Equity on Adoption of
    IFRSs
  (Unaudited)In millions of US dollarsAs at December 31

2009


2008Shareholders Equity Under Canadian GAAP

$
6,500.7


$
4,588.9IFRSs adjustments to shareholders equity (based on
    differences identified to date):Policy choicesEmployee benefits  Actuarial gains and losses


(364.7
)


(369.3
)Provisions  Changes in decommissioning liabilities


TBD



TBDOtherEmployee benefits  Past service costs


14.2



(3.1
)Employee benefits  Canadian GAAP transition amounts


(2.6
)


(2.8
)Borrowing costs


(14.8
)


(6.4
)Hedge accounting


2.4



3.9Impairment of assets


9.4



10.4Share-based payments


2.4



-Income taxes  Tax effect of above differences


130.2



136.3Income tax related GAAP differences  Quantified
    differences


16.6



15.4 Not yet quantified


TBD



TBD       RISK
    MANAGEMENT
    and/or
  Form 10-K.
   50




---



##### 



OUTLOOK
    stocks-to-use
       51




---



##### 



$1.5-$1.8 billion
            FORWARD-LOOKING
    STATEMENTS
  Form 10-Q, Form 10-Q,
 52




---



##### 



Form 10-K
  ITEM 3.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Form 10-Q.
  ITEM 4.
    CONTROLS
    AND PROCEDURES  Securities Exchange Act of 1934
   53




---



##### 



PART II.
    OTHER INFORMATION
  ITEM 1.
    LEGAL
    PROCEEDINGS  Form 10-Q.
  ITEM 6.
    EXHIBITS    Incorporated byReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of
    Document

Form

Period End Date

(if different)3(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

6/30/20094(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

6/30/20094(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

6/30/20094(d)

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

8-K

9/22/2005

4(a)4(e)

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

10-Q

9/30/20064(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

10/22/2007

4(a)4(g)

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

8-K

6/18/1997

4(a)4(h)

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

10-K

12/31/2002

4(c)4(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

5/17/2001

44(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

2/28/2003

4 54




---



##### 



Incorporated byReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of
    Document

Form

Period End Date

(if different)4(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

11/30/2006

4(a)4(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

5/1/2009

4(a)4(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

4(b)4(n)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 3.75% Notes due
    September 30, 2015.

8-K

9/25/2009

4(a)4(o)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 4.875% Notes due
    March 30, 2020.

8-K

9/25/2009

4(b)4(p)

Revolving Term Credit Facility Agreement between the Bank of
    Nova Scotia and other financial institutions and the registrant
    dated December 11, 2009.

8-K

12/15/2009

4(a)     Incorporated ByReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of
    Document

Form

Period End Date

(if different)10(a)

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

F-1
    (File No.
    33-31303)

9/28/1989

10(f)10(b)

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

F-1
    (File No.
    33-31303)

9/28/1989

10(g)10(c)

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

F-1
    (File No.
    33-31303)

9/28/1989

10(h)10(d)

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

10-K

12/31/1995

10(f) 55




---



##### 



Incorporated ByReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of
    Document

Form

Period End Date

(if different)10(e)

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

10-K

12/31/1995

10(g)10(f)

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

10-Q

6/30/2004

10(g)10(g)

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

F-1
    (File No.
    33-31303)

9/28/1989

10(e)10(h)

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

10-K

12/31/1990

10(p)10(i)

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

10-K

12/31/1998

10(l)10(j)

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

10-K

12/31/1998

10(m)10(k)

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

10-K

12/31/2006

10(l)10(l)

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

10-K

12/31/2006

10(m)10(m)

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

10-Q

9/30/200910(n)

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

10-K

12/31/1995

10(o)10(o)

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

10-Q

6/30/1996

10(x)10(p)

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

10-Q

9/30/2000

10(mm) 56




---



##### 



Incorporated ByReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of
    Document

Form

Period End Date

(if different)10(q)

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

10-K

12/31/2008

10(r)10(r)

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

10-K

12/31/2002

10(cc)10(s)

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(t)

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

12/31/2008

10(u)10(u)

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

12/31/2008

10(v)10(v)

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

10(w)10(w)

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

12/31/2008

10(x)10(x)

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

10-Q

6/30/2002

10(aa)10(y)

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

10-K

12/31/2008

10(z)10(z)

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

10-K

12/31/2008

10(aa)10(aa)

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

10-K

12/31/1995

10(p)10(bb)

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

10-K

12/31/1995

10(q)10(cc)

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

10-K

12/31/2000

10(ii)10(dd)

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

10-Q

6/30/2004

10(ii)10(ee)

Chief Executive Officer Medical and Dental Benefits.

10-K

12/31/2004

10(jj) 57




---



##### 



Incorporated ByReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of
    Document

Form

Period End Date

(if different)10(ff)

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

10-Q

3/31/2008

10(bb)10(gg)

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

10-K

12/31/2008

10(jj)10(hh)

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

10-K

12/31/2006

10(cc)10(ii)

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

10-K

12/31/2006

10(dd)10(jj)

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

10-Q

3/31/2007

10(ee)10(kk)

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

10-Q

3/31/2008

10(ff)10(ll)

Potash Corporation of Saskatchewan Inc. 2009 Performance Option
    Plan and Form of Option Agreement.

10-Q

3/31/2009

10(mm)10(mm)

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

10-K

12/31/2008

10(qq)11

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.  58




---



##### 



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)
 59




---



##### 



EXHIBIT INDEX
  Incorporated byReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of
    Document

Form

Period End Date

(if different)3(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

6/30/20094(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

6/30/20094(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

6/30/20094(d)

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

8-K

9/22/2005

4(a)4(e)

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

10-Q

9/30/20064(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

10/22/2007

4(a)4(g)

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

8-K

6/18/1997

4(a)4(h)

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

10-K

12/31/2002

4(c)4(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

5/17/2001

44(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

2/28/2003

4




---



##### 



Incorporated byReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of
    Document

Form

Period End Date

(if different)4(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

11/30/2006

4(a)4(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

5/1/2009

4(a)4(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

4(b)4(n)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 3.75% Notes due
    September 30, 2015.

8-K

9/25/2009

4(a)4(o)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 4.875% Notes due
    March 30, 2020.

8-K

9/25/2009

4(b)4(p)

Revolving Term Credit Facility Agreement between the Bank of
    Nova Scotia and other financial institutions and the registrant
    dated December 11, 2009.

8-K

12/15/2009

4(a)     Incorporated ByReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of
    Document

Form

Period End Date

(if different)10(a)

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

F-1
    (File No.
    33-31303)

9/28/1989

10(f)10(b)

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

F-1
    (File No.
    33-31303)

9/28/1989

10(g)10(c)

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

F-1
    (File No.
    33-31303)

9/28/1989

10(h)10(d)

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

10-K

12/31/1995

10(f)




---



##### 



Incorporated ByReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of
    Document

Form

Period End Date

(if different)10(e)

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

10-K

12/31/1995

10(g)10(f)

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

10-Q

6/30/2004

10(g)10(g)

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

F-1
    (File No.
    33-31303)

9/28/1989

10(e)10(h)

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

10-K

12/31/1990

10(p)10(i)

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

10-K

12/31/1998

10(l)10(j)

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

10-K

12/31/1998

10(m)10(k)

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

10-K

12/31/2006

10(l)10(l)

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

10-K

12/31/2006

10(m)10(m)

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

10-Q

9/30/200910(n)

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

10-K

12/31/1995

10(o)10(o)

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

10-Q

6/30/1996

10(x)10(p)

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

10-Q

9/30/2000

10(mm)




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##### 



Incorporated ByReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of
    Document

Form

Period End Date

(if different)10(q)

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

10-K

12/31/2008

10(r)10(r)

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

10-K

12/31/2002

10(cc)10(s)

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(t)

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

12/31/2008

10(u)10(u)

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

12/31/2008

10(v)10(v)

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

10(w)10(w)

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

12/31/2008

10(x)10(x)

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

10-Q

6/30/2002

10(aa)10(y)

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

10-K

12/31/2008

10(z)10(z)

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

10-K

12/31/2008

10(aa)10(aa)

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

10-K

12/31/1995

10(p)10(bb)

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

10-K

12/31/1995

10(q)10(cc)

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

10-K

12/31/2000

10(ii)10(dd)

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

10-Q

6/30/2004

10(ii)10(ee)

Chief Executive Officer Medical and Dental Benefits.

10-K

12/31/2004

10(jj)




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##### 



Incorporated ByReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of
    Document

Form

Period End Date

(if different)10(ff)

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

10-Q

3/31/2008

10(bb)10(gg)

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

10-K

12/31/2008

10(jj)10(hh)

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

10-K

12/31/2006

10(cc)10(ii)

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

10-K

12/31/2006

10(dd)10(jj)

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

10-Q

3/31/2007

10(ee)10(kk)

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

10-Q

3/31/2008

10(ff)10(ll)

Potash Corporation of Saskatchewan Inc. 2009 Performance Option
    Plan and Form of Option Agreement.

10-Q

3/31/2009

10(mm)10(mm)

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

10-K

12/31/2008

10(qq)11

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.