##### Table of Contents





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, 2011ORo

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
    Saskatoon, Saskatchewan, Canada(Address of principal
    executive offices)

S7K 7G3(Zip Code)    306-933-8500
 (Registrants telephone
    number, including area code)
   þ o
   Regulation S-T o o
   Rule 12b-2
  Large accelerated filer
    þ

Accelerated filer
    o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o    Rule 12b-2). Yes o þ




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Part I. Financial
    Information
 TABLE OF CONTENTS  Part I. Financial InformationItem 1. Financial StatementsCondensed Consolidated Statements of Financial PositionEX-11EX-31.AEX-31.BEX-32    Table of Contents   
  Item 1. Financial
    Statements
  Potash
    Corporation of Saskatchewan Inc.

    Condensed Consolidated Statements of Financial
    Position(in millions of US dollars)
    (unaudited)
  March 31,



December 31,



January 1,2011



2010



2010AssetsCurrent assetsCash and cash equivalents


$
473



$
412



$
385Receivables (Note 2)



1,256




1,059




1,214Inventories (Note 3)



597




570




624Prepaid expenses and other current assets



55




54




692,381




2,095




2,292Non-current assetsProperty, plant and equipment



8,494




8,141




6,444Investments in equity-accounted investees



1,100




1,051




955Available-for-sale
    investments



3,571




3,842




2,760Other assets



305




303




274Intangible assets



114




115




117Total Assets


$
15,965



$
15,547



$
12,842LiabilitiesCurrent liabilitiesShort-term debt and current portion of long-term debt


$
1,694



$
1,871



$
729Payables and accrued charges



1,261




1,198




817Current portion of derivative instrument liabilities



61




75




523,016




3,144




1,598Non-current liabilitiesLong-term debt



3,707




3,707




3,319Derivative instrument liabilities



175




204




123Deferred income tax liabilities



799




737




643Accrued pension and other post-retirement benefits



474




468




455Asset retirement obligations and accrued environmental costs



488




455




300Other non-current liabilities and deferred credits



126




147




99Total Liabilities



8,785




8,862




6,537Shareholders EquityShare capital (Note 4)



1,449




1,431




1,430Contributed surplus



359




308




273Accumulated other comprehensive income



2,148




2,394




1,798Retained earnings



3,224




2,552




2,804Total Shareholders Equity



7,180




6,685




6,305Total Liabilities and Shareholders Equity


$
15,965



$
15,547



$
12,842Contingencies (Note 10)    (See Notes to the Condensed
    Consolidated Financial Statements)
  PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  1




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##### Table of Contents



Potash
    Corporation of Saskatchewan Inc.Condensed Consolidated Statements of Income(in millions of US dollars except per-share
    amounts)
    (unaudited)
  Three Months EndedMarch 312011



2010Sales(Note 5)


$
2,204



$
1,714Freight, transportation and distribution



(149
)



(155
)Cost of goods sold



(959
)



(830
)Gross Margin



1,096




729Selling and administrative



(75
)



(60
)Provincial mining and other taxes



(34
)



(23
)Foreign exchange loss



(8
)



(8
)Share of earnings of equity-accounted investees



51




26Other (expenses) income



(5
)



2Operating Income



1,025




666Finance Costs(Note 6)



(50
)



(31
)Income Before Income Taxes



975




635Income Taxes(Note 7)



(243
)



(191
)Net Income


$
732



$
444Net Income Attributable to Common Shareholders


$
732



$
444Net Income per Share(Note 8)Basic


$
0.86



$
0.50Diluted


$
0.84



$
0.49Dividends per Share


$
0.07



$
0.03    (See Notes to the Condensed
    Consolidated Financial Statements)
  2 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




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##### Table of Contents



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)


2011



2010Net Income


$
732



$
444Other comprehensive (loss) incomeNet (decrease) increase in unrealized gains on
    available-for-sale
    investments(1)



(271
)



126Net gains (losses) on derivatives designated as cash flow
    hedges(2)



13




(53
)Reclassification to income of net losses on cash flow
    hedges(3)



14




9Other



(2
)



(1
)Other Comprehensive (Loss) Income



(246
)



81Comprehensive Income


$
486



$
525Comprehensive Income Attributable to Common Shareholders


$
486



$
525    (1)
    Available-for-sale
    investments are comprised of shares in Israel Chemicals Ltd. and
    Sinofert Holdings Limited.(2)
    Cash flow hedges are comprised of natural gas derivative
    instruments, and are net of income taxes of $8 (2010 
    $(32)).(3)
    Net of income taxes of $8 (2010  $6).  (See Notes to the Condensed
    Consolidated Financial Statements)
  PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  3




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Potash
    Corporation of Saskatchewan Inc.
    Condensed Consolidated Statements of Changes in Equity
    (in millions of US dollars)
    (unaudited)
  Equity Attributable to Common ShareholdersAccumulated Other Comprehensive IncomeNet unrealized


ActuarialUnrealized


losses on


gains





Totalgains on


derivatives


(losses) on





Accumulatedavailable-for-


designated as


defined





OtherShare



Contributed


sale


cash flow


benefit





Comprehensive


Retained


TotalCapital



Surplus


investments


hedges


plans


Other


Income


Earnings


EquityBalance  January 1, 2011


$
1,431



$
308


$
2,563


$
(177
)

$

(1)

$
8


$
2,394


$
2,552


$
6,685Net income
































732



732Other comprehensive (loss) income












(271
)


27







(2
)


(246
)






(246
)Effect of share-based compensation








51



























51Dividends declared
































(60
)


(60
)Issuance of common shares



18
































18Balance 
    March 31, 2011


$
1,449



$
359


$
2,292


$
(150
)

$

(1)

$
6


$
2,148


$
3,224


$
7,180   (1)

    Any amounts incurred during a period are cleared out to retained
    earnings at each period end. Therefore, no balance exists in the
    reserve at beginning or end of period.  Equity Attributable to Common ShareholdersAccumulated Other Comprehensive IncomeNet unrealized


ActuarialUnrealized


losses on


gains





Totalgains on


derivatives


(losses) on





Accumulatedavailable-for-


designated as


defined





OtherShare



Contributed


sale


cash flow


benefit





Comprehensive


Retained


TotalCapital



Surplus


investments


hedges


plans


Other


Income


Earnings


EquityBalance  January 1, 2010


$
1,430



$
273


$
1,900


$
(111
)

$

(1)

$
9


$
1,798


$
2,804


$
6,305Net income
































444



444Other comprehensive income (loss)












126



(44
)






(1
)


81







81Effect of share-based compensation








29



























29Dividends declared
































(30
)


(30
)Issuance of common shares



14
































14Balance  March 31, 2010


$
1,444



$
302


$
2,026


$
(155
)

$

(1)

$
8


$
1,879


$
3,218


$
6,843    (1)

    Any amounts incurred during a period are cleared out to retained
    earnings at each period end. Therefore, no balance exists in the
    reserve at beginning or end of period.  (See Notes to the Condensed
    Consolidated Financial Statements)
  4 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




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##### Table of Contents



Potash
    Corporation of Saskatchewan Inc.
    Condensed Consolidated Statements of Cash Flow
    (in millions of US dollars)
    (unaudited)
  Three Months EndedMarch 312011



2010Operating ActivitiesNet income


$
732



$
444Adjustments to reconcile net income to cash provided by
    operating activitiesDepreciation and amortization



124




110Share-based compensation



14




15Excess tax benefit related to share-based compensation



12




7Provision for deferred income tax



75




58Undistributed earnings of equity-accounted investees



(51
)



(26
)Other



(7
)



25Subtotal of adjustments



167




189Changes in non-cash operating working capitalReceivables



(213
)



94Inventories



(27
)



42Prepaid expenses and other current assets








6Payables and accrued charges



31




36Subtotal of changes in non-cash operating working capital



(209
)



178Cash provided by operating activities



690




811Investing ActivitiesAdditions to property, plant and equipment



(441
)



(457
)Purchase of long-term investments








(422
)Other assets and intangible assets








(34
)Cash used in investing activities



(441
)



(913
)Cash before financing activities



249




(102
)Financing ActivitiesProceeds from long-term debt obligations








400Repayment of long-term debt obligations








(150
)Repayments of short-term debt obligations



(253
)



(215
)Dividends



(28
)



(29
)Issuance of common shares



18




10Cash (used in) provided by financing activities



(263
)



16Decrease in Cash Position



(14
)



(86
)Cash Position, Beginning of Period



412




385Cash Position, End of Period


$
398



$
299Cash position comprised of:Cash


$
82



$
51Short-term investments



391




248Cash and cash equivalents



473




299Bank overdraft (included in short-term debt)



(75
)



$
398



$
299Supplemental cash flow disclosureInterest paid


$
41



$
42Income taxes paid


$
175



$
22    (See Notes to the Condensed
    Consolidated Financial Statements)
  PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  5




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##### Table of Contents



Potash
    Corporation of Saskatchewan Inc.
  Notes to the
    Condensed Consolidated Financial Statements
 For the Three Months Ended March 31, 2011
 (in millions of US dollars except share, per-share,
    percentage and ratio amounts)
 (unaudited)
   1.
    Significant
    Accounting Policies    Basis of
    Presentation
               6 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




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##### Table of Contents



Below is a summary description of the accounting policies the
    company considered to be significant, including a comparison to
    policies previously disclosed in the corresponding area under
    Canadian GAAP. Please refer to Note 13, Transition to
    IFRS, for a more complete description of the impacts of
    adopting IFRS (including policies elected upon first-time
    adoption of IFRS) on the companys consolidated financial
    statements.
 IFRS Accounting
    Policies


Comparison to Prior Canadian
    GAAP PoliciesPrinciples of ConsolidationSubsidiaries are all entities (including special purpose
    entities) over which the company has the power to govern the
    financial and operating policies generally accompanying a
    shareholding of more than one-half of the voting rights. The
    existence and effect of potential voting rights that are
    currently exercisable or convertible are considered when
    assessing whether the group controls another entity.
    Subsidiaries are fully consolidated from the date on which
    control is transferred to the group. They are deconsolidated
    from the date that control ceases. Principal (wholly owned)
    operating subsidiaries are:
       PCS Sales (Canada) Inc.
         PCS Joint Venture, Ltd.
    (PCS Joint Venture)
       PCS Sales (USA), Inc.


The consolidated financial statements included the accounts of
    PotashCorp and its subsidiaries, and any material variable
    interest entities (VIEs) for which the company was
    the primary beneficiary. Principal (wholly owned) operating
    subsidiaries were consistent with the principal operating
    subsidiaries identified under IFRS.   PCS Phosphate Company, Inc. (PCS
    Phosphate) PCS Purified Phosphates   White Springs Agricultural Chemicals,
    Inc. (White Springs)   PCS Nitrogen Fertilizer, L.P.   PCS Nitrogen Ohio, L.P.   PCS Nitrogen Trinidad Limited   PCS Cassidy Lake CompanyAll significant intercompany balances and transactions are
    eliminated.Foreign Currency TransactionsItems included in the consolidated financial statements of the company and each of its subsidiaries are measured using the currency of the primary economic environment in which the individual entity operates (the functional currency). The consolidated financial statements are presented in United States dollars (US dollars), which is the functional currency of the company and the majority of its subsidiaries. Foreign currency transactions, including Canadian, Trinidadian and Chilean dollar operating transactions, are generally translated to US dollars at the average exchange rate for the previous month. Monetary assets and liabilities are translated at period-end exchange rates.


Translation of transactions and balances depended upon whether a
    subsidiary was considered integrated or self-sustaining. The
    majority of the companys operations were considered
    integrated and were translated into US dollars using the
    temporal method, which is consistent with the methods described
    under IFRS.Foreign exchange gains and losses resulting from the settlement
    of such transactions and from the translation at period-end
    exchange rates of monetary assets and liabilities denominated in
    foreign currencies are recognized in profit or loss in the
    period in which they arise.All other foreign exchange gains and losses are presented in the
    income statement within foreign exchange gain (loss).Translation differences on non-monetary assets and liabilities
    carried at fair value are recognized as part of changes in fair
    value. Translation differences on non-monetary financial assets
    such as investments in equity securities classified as
    available-for-sale
    are included in other comprehensive income (OCI).Cash EquivalentsHighly liquid investments with a maturity of three months or
    less from the date of purchase are considered to be cash
    equivalents.


Canadian GAAP policy was consistent.  PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  7




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##### Table of Contents



IFRS Accounting
    Policies


Comparison to Prior Canadian
    GAAP PoliciesAsset ImpairmentAssets that have an indefinite useful life (i.e., goodwill) are not subject to amortization and are tested at least annually for impairment (in April), or more frequently if events or circumstances indicate there may be an impairment. At the end of each reporting period, the company reviews the carrying amounts of both its long-lived assets to be held and used and identifiable intangible assets with finite lives to determine whether there is any indication that those assets have suffered an impairment loss. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (this can be at the asset or cash-generating unit level). A cash-generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. If an indication of impairment exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). An impairment loss is recognized for the amount by which the assets carrying amount exceeds its recoverable amount. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata on the basis of the carrying amount of each asset in the unit. The recoverable amount is the higher of an assets fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. Non-financial assets, other than goodwill, that have previously suffered an impairment loss are reviewed for possible reversal of the impairment at each reporting date. Goodwill is allocated to cash-generating units or groups of cash-generating units for the purpose of impairment testing based on the level at which it is monitored by management, and not at a level higher than an operating segment. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose.


The company reviewed both long-lived assets to be held and used and identifiable intangible assets with finite lives whenever events or changes in circumstances indicated that the carrying amount of such assets might not have been fully recoverable. Determination of recoverability was based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expected to hold and use was based on the fair value of the assets, whereas such assets to be disposed of were reported at the lower of carrying amount or fair value less costs to sell. Reversal of previous impairments was not permitted. Changes resulting from the difference in these Canadian GAAP policies as compared to the corresponding policies under IFRS upon adoption of IFRS are described more fully in Note 13, Changes in Accounting Policies table, item (a). Goodwill impairment was assessed at the reporting unit level at least annually (in April), or more frequently if events or circumstances indicated there might be an impairment. Reporting units comprised business operations with similar economic characteristics and strategies and might have represented either a business segment or a business unit within a business segment. Potential impairment was identified when the carrying value of a reporting unit, including the allocated goodwill, exceeded its fair value. Goodwill impairment was measured as the excess of the carrying amount of the reporting units allocated goodwill over the implied fair value of the goodwill, based on the fair value of the assets and liabilities of the reporting unit. Upon adoption of IFRS, no changes resulted from the difference in these Canadian GAAP policies as compared to the corresponding policies under IFRS. Other Canadian GAAP policies were consistent.ReceivablesTrade receivables are recognized initially at fair value and
    subsequently measured at amortized cost less provision for
    impairment of trade accounts receivable. A provision for
    impairment of trade accounts receivable is established when
    there is a reasonable expectation that the company will not be
    able to collect all amounts due. The carrying amount of the
    trade receivables is reduced through the use of the provision
    for impairment account, and the amount of any increase in the
    provision for impairment is recognized in the consolidated
    statements of income. When a trade receivable is uncollectible,
    it is written off against the provision for impairment account
    for trade accounts receivable. Subsequent recoveries of amounts
    previously written off are credited to the consolidated
    statements of income.


Canadian GAAP policies were consistent.  8 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




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##### Table of Contents



IFRS Accounting
    Policies


Comparison to Prior Canadian
    GAAP PoliciesInventoriesInventories of finished products, intermediate products, raw
    materials and materials and supplies are valued at the lower of
    cost and net realizable value. Costs, allocated to inventory
    using the weighted average cost method, include direct
    acquisition costs, direct costs related to the units of
    production and a systematic allocation of fixed and variable
    production overhead, as applicable. Net realizable value for
    finished products, intermediate products and raw materials is
    generally considered to be the selling price of the finished
    product in the ordinary course of business less the estimated
    costs of completion and estimated costs to make the sale. In
    certain circumstances, particularly pertaining to the
    companys materials and supplies inventories, replacement
    cost is considered to be the best available measure of net
    realizable value. Inventory is reviewed monthly to ensure the
    carrying value does not exceed net realizable value. If so, a
    writedown is recognized. The writedown may be reversed if the
    circumstances which caused it no longer exist.


Canadian GAAP policies were consistent.Prepaid ExpensesThe company has classified freight and other transportation and
    distribution costs incurred relating to product inventory stored
    at warehouse and terminal facilities as prepaid expenses.


Canadian GAAP policies were consistent.Financial InstrumentsFinancial assets and financial liabilities are recognized
    initially at fair value, normally being the transaction price
    plus directly attributable transaction costs. Transaction costs
    related to financial assets or financial liabilities at fair
    value through profit or loss are recognized immediately in
    profit or loss. Regular way purchases and sales of financial
    assets are accounted for on the trade date.


Canadian GAAP policies were consistent.  PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  9




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##### Table of Contents



IFRS Accounting
    Policies


Comparison to Prior Canadian
    GAAP PoliciesFair ValueEstimated fair values for financial instruments are designed to
    approximate amounts at which the instruments could be exchanged
    in a current arms-length transaction between knowledgeable
    willing parties. The fair value of derivative instruments traded
    in active markets (such as natural gas futures and exchange
    traded options) is based on the quoted market prices at the
    reporting date.


Canadian GAAP policies were consistent.The fair value of derivative instruments that are not traded in
    an active market (such as natural gas swaps,
    over-the-counter
    option contracts and foreign currency derivatives) is determined
    by using valuation techniques. The company uses a variety of
    methods and makes assumptions that are based on market
    conditions existing at each reporting date. Natural gas swap
    valuations are based on a discounted cash flows model. The
    inputs used in the model include contractual cash flows based on
    prices for natural gas futures contracts, fixed prices and
    notional volumes specified by the swap contracts, the time value
    of money, liquidity risk, the companys own credit risk
    (related to instruments in a liability position) and
    counterparty credit risk (related to instruments in an asset
    position). Certain of the futures contract prices are supported
    by prices quoted in an active market and others are not based on
    observable market data.
    Over-the-counter
    option contracts are valued based on quoted market prices for
    similar instruments where available or an option valuation
    model. The fair value of foreign currency derivatives is
    determined using quoted forward exchange rates at the statement
    of financial position date.Fair value of investments designated as
    available-for-sale
    is based on the closing bid price of the common shares as of the
    statement of financial position date.The companys fair value hierarchy prioritizes the inputs
    to valuation techniques used to measure fair value. The three
    levels of the fair value hierarchy are:Level 1  Values based on unadjusted quoted
    prices in active markets that are accessible at the measurement
    date for identical assets or liabilities.Level 2  Values based on quoted prices in
    markets that are not active or model inputs that are observable
    either directly or indirectly for substantially the full term of
    the asset or liability.Level 3  Values based on prices or
    valuation techniques that require inputs that are both
    unobservable and significant to the overall fair value
    measurement.When the inputs used to measure fair value fall within more than
    one level of the hierarchy, the level within which the fair
    value measurement is categorized is based on the companys
    assessment of the lowest level input that is the most
    significant to the fair value measurement.  10 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




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##### Table of Contents



IFRS Accounting
    Policies


Comparison to Prior Canadian
    GAAP PoliciesDerivative Financial InstrumentsDerivative financial instruments are used by the company to
    manage its exposure to commodity price, exchange rate and
    interest rate fluctuations. The company recognizes its
    derivative instruments at fair value on the consolidated
    statements of financial position where appropriate. Contracts to
    buy or sell a non-financial item that can be settled net in cash
    or another financial instrument, or by exchanging financial
    instruments, as if the contracts were financial instruments
    (except contracts that were entered into and continue to be held
    for the purpose of the receipt or delivery of a non-financial
    item in accordance with expected purchase, sale or usage
    requirements), are accounted for as derivative financial
    instruments.


Canadian GAAP policies were consistent.The accounting for changes in the fair value (i.e., gains or
    losses) of a derivative instrument depends on whether it has
    been designated and qualifies as part of a hedging relationship.
    For instruments designated as fair value hedges, the effective
    portion of the change in the fair value of the derivative is
    offset in profit or loss against the change in fair value,
    attributed to the risk being hedged, of the underlying hedged
    asset, liability or firm commitment. For cash flow hedges, the
    effective portion of the change in the fair value of the
    derivative is accumulated in other comprehensive income until
    the variability in cash flows being hedged is recognized in
    profit or loss in future accounting periods. Ineffective
    portions of hedges are recorded in profit or loss in the current
    period. The change in fair value of derivative instruments not
    designated as hedges is recorded in profit or loss in the
    current period.The companys policy is not to use derivative instruments
    for trading or speculative purposes, although it may choose not
    to designate an economic hedging relationship as an accounting
    hedge. The company formally documents all relationships between
    hedging instruments and hedged items, as well as its risk
    management objective and strategy for undertaking the hedge
    transaction. This process includes linking derivatives to
    specific assets and liabilities or to specific firm commitments
    or forecast transactions. The company also assesses, both at the
    hedges inception and on an ongoing basis, whether the
    derivatives used in hedging transactions are expected to be or
    were, as appropriate, highly effective in offsetting changes in
    fair values of hedged items. Hedge effectiveness related to the
    companys natural gas hedges is assessed on a prospective
    and retrospective basis using regression analyses. A hedging
    relationship may be terminated because the hedge ceases to be
    effective; the underlying asset or liability being hedged is
    derecognized; or the derivative instrument is no longer
    designated as a hedging instrument. In such instances, the
    difference between the fair value and the accrued value of the
    hedging derivatives upon termination is deferred and recognized
    in profit or loss on the same basis that gains, losses, revenue
    and expenses of the previously hedged item are recognized. If a
    cash flow hedging relationship is terminated because it is no
    longer probable that the anticipated transaction will occur,
    then the net gain or loss accumulated in OCI is recognized in
    current period profit or loss.Significant recent derivatives include the following:   Natural gas futures, swaps and option
    agreements to manage the cost of natural gas, generally
    designated as cash flow hedges of anticipated transactions. The
    portion of gain or loss on derivative instruments designated as
    cash flow hedges that is deferred in accumulated other
    comprehensive income (AOCI) is reclassified into
    cost of goods sold when the product containing the hedged item
    impacts earnings. Any hedge ineffectiveness is recorded in cost
    of goods sold in the current period.   Foreign currency forward contracts for
    the primary purpose of limiting exposure to exchange rate
    fluctuations relating to expenditures denominated in currencies
    other than the US dollar and foreign currency swap contracts to
    limit exposure to exchange rate fluctuations relating to
    Canadian dollar-denominated commercial paper. These contracts
    are not designated as hedging instruments for accounting
    purposes. Accordingly, they are
    marked-to-market
    with changes in fair value recognized through foreign exchange
    gain (loss) in earnings.   Interest rate swaps designated as fair
    value hedges to manage the interest rate mix of the
    companys total debt portfolio and related overall cost of
    borrowing. Hedge accounting treatment resulted in interest
    expense on the related debt being reflected at hedged rates
    rather than original contractual interest rates.  PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  11




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##### Table of Contents



IFRS Accounting
    Policies


Comparison to Prior Canadian
    GAAP PoliciesProperty, Plant and EquipmentProperty, plant and equipment (which include certain mine
    development costs, pre-stripping costs and assets in
    construction) are carried at cost less accumulated depreciation
    less any recognized impairment loss. Costs of additions,
    betterments, renewals and interest during construction are
    capitalized. Borrowing costs directly attributable to the
    acquisition, construction or production of assets that
    necessarily take a substantial period of time to ready for their
    intended use are added to the cost of those assets, until such
    time as the assets are substantially ready for their intended
    use. The capitalization rate is based on the weighted average
    interest rate on all of the companys outstanding
    third-party debt. All other borrowing costs are charged through
    finance costs in the period in which they are incurred. Each
    part of an item of property, plant and equipment with a cost
    that is significant in relation to the total cost of the item is
    depreciated separately. When the cost of replacing part of an
    item of property, plant and equipment is capitalized, the
    carrying amount of the replaced part is derecognized. The cost
    of major inspections and overhauls is capitalized and
    depreciated over the period until the next major inspection or
    overhaul. Maintenance and repair expenditures that do not
    improve or extend productive life are expensed in the period
    incurred.


The borrowing cost capitalization rate was based on the weighted average interest rate on the companys outstanding third-party long-term debt. Changes resulting from the difference in this Canadian GAAP policy as compared to the corresponding policy under IFRS upon adoption of IFRS are described more fully in Note 13, Changes in Accounting Policies table, item (i).Maintenance and repair expenditures that did not improve or extend productive life were expensed in the year incurred. Changes resulting from the difference in this Canadian GAAP policy as compared to the corresponding policy under IFRS upon adoption of IFRS are described more fully in Note 13, Changes in Accounting Policies table, item (g).Other Canadian GAAP policies were consistent.Depreciation of assets in construction commences when the assets
    are ready for their intended use. The assets residual
    values and useful lives are reviewed, and adjusted if
    appropriate, at the end of each reporting period. Changes in the
    expected useful life or the expected pattern of consumption of
    future economic benefits embodied in the asset are accounted for
    by changing the depreciation period or method, as appropriate,
    and are treated as changes in accounting estimates.Any gain or loss arising on the disposal or retirement of an
    item of property, plant and equipment is determined as the
    difference between the sale proceeds and the carrying amount of
    the asset, and is recognized in the income statement.InvestmentsSignificant influence is the power to participate in the
    financial and operating policy decisions of an investee but is
    not control or joint control over those policies. Investments in
    which the company exercises significant influence (but does not
    control) are accounted for as investments in associates using
    the equity method. The companys interest in jointly
    controlled entities is accounted for using the equity method.
    The proportionate share of any net income or losses from
    investments accounted for using the equity method, and any gain
    or loss on disposal, are recorded in profit or loss. The
    companys share of its associates post-acquisition
    movements in other comprehensive income is recognized in the
    companys other comprehensive income. The cumulative
    post-acquisition movements in profit or loss and in other
    comprehensive income are adjusted against the carrying amount of
    the investment. An impairment test is performed when there is
    objective evidence of impairment, such as significant adverse
    changes in the environment in which the associate operates or a
    significant or prolonged decline in the fair value of the
    investment below its cost. An impairment loss is recorded when
    the recoverable amount becomes lower than the carrying amount,
    recoverable amount being the higher of value in use and fair
    value less costs to sell. Impairment losses are reversed if the
    recoverable amount subsequently exceeds the carrying amount.


The companys interest in jointly controlled entities was accounted for using the proportionate consolidation method. Changes resulting from the difference in this Canadian GAAP policy as compared to the corresponding policy under IFRS upon adoption of IFRS are described more fully in Note 13, Changes in Accounting Policies table, item (o). Other Canadian GAAP policies were consistent.The fair value of investments designated as
    available-for-sale
    is recorded in the consolidated statements of financial
    position, with unrealized gains and losses, net of related
    income taxes, recorded in AOCI. The cost of investments sold is
    based on the weighted average method. Realized gains and losses
    on these investments are removed from AOCI and recorded in
    profit or loss.The company assesses at the end of each reporting period whether
    there is objective evidence that a financial asset or a group of
    financial assets is impaired. In the case of equity instruments
    classified as
    available-for-sale,
    a significant or prolonged decline in the fair value of the
    security below its cost would be evidence that the assets are
    impaired. Such impairment losses recognized in the consolidated
    statements of income on equity instruments are not reversed
    through the consolidated statements of income.  12 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




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##### Table of Contents



IFRS Accounting
    Policies


Comparison to Prior Canadian
    GAAP PoliciesOther AssetsThe costs of certain ammonia catalysts are capitalized to other
    assets and are amortized, net of salvage value, on a
    straight-line basis over their estimated useful lives of 3 to
    10 years.


Canadian GAAP policies were consistent.Upfront lease costs are capitalized to other assets and
    amortized over the life of the leases, the latest of which
    extends through 2038.Intangible AssetsIntangible assets relate primarily to production and technology
    rights and computer software. Internally generated intangible
    assets relate to computer software and other developed projects.


Canadian GAAP policies were consistent.Costs associated with maintaining computer software programs are
    recognized as an expense as incurred. Development costs that are
    directly attributable to the design and testing of identifiable
    and unique software products controlled by the company are
    recognized as intangible assets when the following criteria are
    met:   It is technically feasible to complete
    the software product so that it will be available for use;   Management intends to complete the
    software product and use or sell it;   There is an ability to use or sell the
    software product;   It can be demonstrated how the software
    product will generate probable future economic benefits;   Adequate technical, financial and other
    resources to complete the development and to use or sell the
    software product are available; and   The expenditure attributable to the
    software product during its development can be reliably measured.Directly attributable costs that are capitalized as part of the
    software product include applicable employee costs. Other
    development expenditures that do not meet these criteria are
    recognized as an expense as incurred. Development costs
    previously recognized as an expense are not recognized as an
    asset in a subsequent period.Amortization expense is recognized in net income in the expense
    category consistent with the function of the intangible asset.
    The assets useful lives are reviewed, and adjusted if
    appropriate, at the end of each reporting period. Changes in the
    expected useful life or the expected pattern of consumption of
    future economic benefits embodied in the asset are accounted for
    by changing the amortization period or method, as appropriate,
    and are treated as changes in accounting estimates.GoodwillAll business combinations are accounted for using the purchase
    method. Identifiable intangible assets are recognized separately
    from goodwill. Goodwill is carried at cost, is not amortized and
    represents the excess of the cost of an acquisition over the
    fair value of the companys share of the net identifiable
    assets of the acquired subsidiary or equity method investee at
    the date of acquisition. Goodwill arising on business
    combinations before the date of transition to IFRS has been
    retained at the previous Canadian GAAP carrying amount, as
    allowed by the exemption in IFRS 1. Separately recognized
    goodwill is carried at cost less accumulated impairment losses.
    Gains and losses on the disposal of an entity include the
    carrying amount of goodwill relating to the entity sold.


Canadian GAAP policies were consistent, with the exception of
    the policy related to first-time adoption of IFRS as allowed
    under IFRS 1.  PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  13




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##### Table of Contents



IFRS Accounting
    Policies


Comparison to Prior Canadian
    GAAP PoliciesLeasesLeases entered into are classified as either finance or operating leases. Leases that transfer substantially all of the risks and rewards of ownership of property to the company are accounted for as finance leases. Finance leases are capitalized at the commencement of the lease at the lower of the fair value of the leased equipment and the present value of the minimum lease payments. Equipment acquired under a finance lease is depreciated over the shorter of the period of expected use on the same basis as other similar property, plant and equipment and the lease term. Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Rental payments under operating leases are expensed to profit or loss on a straight-line basis over the period of the lease.


Leases were classified as either capital or operating. Leases that transferred substantially all of the benefits and risks of ownership of property to the company were accounted for as capital leases in a manner generally consistent with the way finance leases are accounted for under IFRS.Other Canadian GAAP policies were consistent.Long-Term DebtIssue costs of long-term debt obligations and gains and losses
    on interest rate swaps are capitalized to long-term obligations
    and are amortized to expense over the term of the related
    liability using the effective interest rate method.


Canadian GAAP policies were consistent.Pension and Other Post-Employment BenefitsThe company offers a number of benefit plans that provide
    pension and other post-retirement benefits to qualified
    employees. These plans include defined benefit pension plans,
    supplemental pension plans, defined contribution plans and
    health, disability, dental and life insurance plans.Defined Benefit Plans


Defined Benefit PlansThe company accrues its obligations under employee benefit plans and the related costs, net of plan assets. The cost of pensions and other retirement benefits earned by employees is generally actuarially determined using the projected unit credit method and managements best estimate of expected plan investment performance, salary escalation, retirement ages of employees and expected health-care costs. Actuaries perform valuations on a regular basis to determine the actuarial present value of the accrued pension and other post-employment benefits. For the purpose of calculating the expected return on plan assets, such assets are valued at fair value. Prior service costs from plan amendments are deferred and amortized on a straight-line basis over the average period until the benefits become vested. However, to the extent that benefits are already vested, such prior service costs are recognized immediately. Actuarial gains (losses) arise from the difference between the actual rate of return on plan assets for a period and the expected long-term rate of return on plan assets for that period, or from changes in actuarial assumptions used to determine the defined benefit obligation. All actuarial gains (losses) for defined benefit plans are recognized immediately in the period in which they arise through other comprehensive income.When the restructuring of a benefit plan simultaneously gives rise to both a curtailment and a settlement of obligation, the curtailment is accounted for prior to the settlement.Pension and other post-employment benefit expense includes, as applicable, the net of managements best estimate of the cost of benefits provided, interest cost of projected benefits, expected return on plan assets, past service costs and the effect of any curtailments or settlements.


Prior service costs from plan amendments were deferred and amortized on a straight-line basis to income over the average remaining service period of employees active at the date of amendment. The excess of the net accumulated actuarial gain (loss) over 10 percent of the greater of the benefit obligation and the fair value of plan assets was amortized to income over the average remaining service period of active employees. Changes resulting from the difference in the above Canadian GAAP policies as compared to the corresponding policies under IFRS upon adoption of IFRS are described more fully in Note 13, Changes in Accounting Policies table, item (b).Other Canadian GAAP policies were consistent.Defined Contribution Plans


Defined Contribution PlansDefined contribution plan costs are recognized in profit or loss
    for services rendered by employees during the period.


Canadian GAAP policies were consistent.  14 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




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##### Table of Contents



IFRS Accounting
    Policies


Comparison to Prior Canadian
    GAAP PoliciesProvisions for Environmental and Other CostsProvisions are recognized when: the company has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognized for costs that need to be incurred to operate in the future or expected future operating losses. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation, using a pre-tax risk-free discount rate that reflects current market assessments of the time value of money and the risks specific to the obligation. Environmental costs that relate to current operations are expensed or capitalized as appropriate. Environmental costs may be capitalized if the costs extend the life of the property, increase its capacity, mitigate or prevent contamination from future operations, or relate to legal or constructive asset retirement obligations. Costs that relate to existing conditions caused by past operations and that do not contribute to current or future revenue generation are expensed. Provisions for estimated costs are recorded when environmental remedial efforts are likely and the costs can be reasonably estimated. In determining the provisions, the company uses the most current information available, including similar past experiences, available technology, regulations in effect, the timing of remediation and cost-sharing arrangements. The company recognizes its decommissioning obligations (also known as asset retirement obligations). The present value of a liability for a decommissioning obligation is recognized in the period in which it is incurred if a reasonable estimate of present value can be made. The associated costs are: capitalized as part of the carrying amount of any related long-lived asset and then amortized over its estimated remaining useful life; capitalized as part of inventory; or expensed in the period. The best estimate of the amount required to settle the obligation is reviewed at the end of each reporting period and updated to reflect changes in the discount rate, foreign exchange rate and the amount or timing of the underlying cash flows. When there is a change in the best estimate, an adjustment is recorded against the carrying value of the provision and any related asset, and the effect is then recognized in profit or loss over the remaining life of the asset. The increase in the provision due to the passage of time is recognized as a finance cost. A gain or loss may be incurred upon settlement of the liability.


Liabilities were recognized when the company had a legal obligation as a result of past events; it was likely that an outflow of resources would be required to settle the obligation; and the amount could be reliably estimated. Obligations to retire certain tangible long-lived assets were recognized with the associated costs capitalized as part of the carrying amount of the long-lived asset (and then amortized over its estimated useful life) or expensed in the period. In subsequent periods, the asset retirement obligation was adjusted for the passage of time by applying an interest method of allocation to the amount of the liability at the beginning of the period through charges to cost of goods sold. The asset retirement obligation was also adjusted for any changes in the amount or timing of the underlying future cash flows. Obligations were not updated for any future change in the discount rate. New discount rates were applied only to upwards adjustments to the companys undiscounted obligation. Changes resulting from the difference in the above Canadian GAAP policies as compared to the corresponding policies under IFRS upon adoption of IFRS are described more fully in Note 13, Changes in Accounting Policies table, item (d).Other Canadian GAAP policies were consistent.SalesSales revenue is recognized when the product is shipped, the
    sales price can be measured reliably, costs incurred or to be
    incurred can be measured reliably and collectibility is
    probable. Revenue is recorded based on the FOB mine, plant,
    warehouse or terminal price, except for certain vessel sales or
    specific product sales that are shipped on a delivered basis.
    Transportation costs are recovered from the customer through
    sales pricing. Revenue is measured at the fair value of the
    consideration received or receivable, taking into account the
    amount of any trade discounts and volume rebates allowed.


Sales revenue was recognized when the product was shipped, the sales price was determinable and collectibility was reasonably assured. Upon adoption of IFRS, no changes resulted from the difference in this Canadian GAAP policy as compared to the corresponding policy under IFRS.Other Canadian GAAP policies were consistent.Cost of Goods SoldThe primary components of cost of goods sold are labor, employee
    benefits, services, raw materials (including inbound freight and
    purchasing and receiving costs), operating supplies, energy
    costs, royalties, property and miscellaneous taxes, and
    depreciation and amortization.


Canadian GAAP policies were consistent.Selling and AdministrativeThe primary components of selling and administrative are
    compensation, employee benefits, supplies, communications,
    travel, professional services, and depreciation and amortization.


Canadian GAAP policies were consistent.  PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  15




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##### Table of Contents



IFRS Accounting
    Policies


Comparison to Prior Canadian
    GAAP PoliciesIncome TaxesThe tax expense for the period comprises current and deferred income tax. Taxation is recognized in the statement of income except to the extent that it relates to items recognized directly in equity, in which case the tax is recognized in equity. Current income tax is generally the expected income tax payable on the taxable income for the year calculated using rates enacted or substantively enacted at the statement of financial position date in the countries where the companys subsidiaries and associates operate and generate taxable income, and includes any adjustment to income tax payable or recoverable in respect of previous years. The realized and unrealized excess tax benefit from share-based payment arrangements is recognized in equity. When an asset is transferred between enterprises within the consolidated group, the difference between the tax rates of the two entities is recognized in tax expense in the period in which the transfer occurs. Current tax payable by the transferor is recognized for any taxes payable in the current period, and a deferred tax asset is recognized by the transferee for any temporary difference. Uncertain income tax positions are accounted for using the standards applicable to current income tax assets and liabilities; i.e., both liabilities and assets are recorded when probable at the companys best estimate of the amount. Deferred income tax is recognized using the liability method, based on temporary differences between consolidated financial statement carrying amounts of assets and liabilities and their respective income tax bases. Deferred income tax is determined using tax rates that have been enacted or substantively enacted by the statement of financial position date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled. The tax effect of certain temporary differences is not recognized, principally with respect to temporary differences relating to investments in subsidiaries, jointly controlled entities and associates where the company is able to control the reversal of the temporary difference and the temporary difference is not expected to reverse in the foreseeable future. Deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. The amount of deferred income tax recognized is based on the expected manner and timing of realization or settlement of the carrying amount of assets and liabilities. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. Deferred income tax assets are reviewed at each statement of financial position date and amended to the extent that it is no longer probable that the related tax benefit will be realized. Current income tax assets and liabilities are offset when the company has a legally enforceable right to offset the recognized amounts and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously. Normally the company would only have a legally enforceable right to set off a current tax asset against a current tax liability when they relate to income taxes levied by the same taxation authority and the taxation authority permits the company to make or receive a single net payment. Deferred income tax assets and liabilities are offset when the company has a legally enforceable right to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either: (1) the same taxable entity; or (2) different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultane





ously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.


Taxation on earnings comprised current and future income tax (which is similar to deferred taxes under IFRS, except as otherwise described below). The realized excess tax benefit from share-based payment arrangements was recognized as a reduction to tax expense.When an asset was transferred between enterprises within the consolidated group, any income taxes paid or payable by the transferor as a result of the transfer were recorded as an asset in the consolidated financial statements until the gain or loss was recognized by the consolidated entity. Uncertain income tax positions were accounted for using the standards applicable to contingent assets and contingent liabilities; i.e., liabilities were recorded when likely, and assets were recorded when realized. Future income tax assets and liabilities were offset to the extent that they related to income taxes levied on the same taxable entity by the same taxation authority. The current portion of the future income tax asset was presented with other current assets and the long-term portion was presented with other assets. Changes resulting from the difference in the above Canadian GAAP policies as compared to the corresponding policies under IFRS upon adoption of IFRS are described more fully in Note 13, Changes in Accounting Policies table, item (e). Other Canadian GAAP policies were consistent.  16 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




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##### Table of Contents



IFRS Accounting
    Policies


Comparison to Prior Canadian
    GAAP PoliciesShare-Based CompensationGrants under the companys share-based compensation plans are accounted for in accordance with the fair value-based method of accounting. For stock option plans that will settle through the issuance of equity, the fair value of stock options is determined on their grant date using a valuation model and recorded as compensation expense over the period that the stock options vest, with a corresponding increase to contributed surplus. Forfeitures are estimated throughout the vesting period based on past experience and future expectations, and adjusted upon actual option vesting. When stock options are exercised, the proceeds, together with the amount recorded in contributed surplus, are recorded in share capital. Share-based plans that are likely to settle in cash or other assets are accounted for as liabilities based on the fair value of the awards each period. The compensation expense is accrued over the vesting period of the award. Fluctuations in the fair value of the award will result in a change to the accrued compensation expense, which is recognized in the period in which the fluctuation occurs.


Stock-based plans that were likely to be settled in cash or other assets were accounted for as liabilities based on the intrinsic value of the awards. The compensation expense was accrued over the vesting period of the award, based on the difference between the market value of the underlying stock and the exercise price of the award, if any. Fluctuations in the market value of the underlying stock, as determined based on the closing price of the stock on the last day of each reporting period, would result in a change to the accrued compensation expense, which was recognized in the period in which the fluctuation occurred. Changes resulting from the difference in this Canadian GAAP policy as compared to the corresponding policy under IFRS upon adoption of IFRS are described more fully in Note 13, Changes in Accounting Policies table, item (c). Other Canadian GAAP policies were consistent.Reportable SegmentsThe company has three reportable operating segments: potash,
    phosphate and nitrogen. These operating segments are
    differentiated by the chemical nutrient contained in the product
    that each produces. Inter-segment sales are made under terms
    that approximate market value.


Canadian GAAP policies were consistent.    Critical
    Accounting Estimates and Judgments
      Special
    Purpose Entities
    Financial
    Instruments, Derivatives and Hedging
      point-in-time
  PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  17




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##### Table of Contents



Pension
    and Other Post-Employment Costs
            Provisions
    for Asset Retirement Obligations and Environmental
    Costs
      Income
    Taxes
    18 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




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##### Table of Contents



Asset
    Impairment
      Contingent
    Assets and Contingent Liabilities
    Share-Based
    Compensation
        Restructuring
    Charges
    Capitalization,
    Depreciation and Amortization
    PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  19




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##### Table of Contents



units-of-production units-of-production
  units-of-production
  Leases
      Recent Accounting
    Pronouncements
    IFRS
    9, Financial Instruments
    Amendments
    to IFRIC 14, Prepayments of a Minimum Funding
    Requirement
    Amendments
    to IFRS 7, Financial Instruments: Disclosures
    20 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




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##### Table of Contents



Amendments
    to IFRS 7, Disclosures  Transfers of Financial
    Assets
    Amendments
    to IAS 1, Presentation of Financial Statements
    Amendments
    to IAS 34, Interim Financial Reporting
    2.
    Receivables  March 31,



December 31,



January 1,2011



2010



2010Trade accounts  Canpotex  Limited
    (Canpotex)


$
365



$
298



$
164 Other



667




448




264Less provision for impairment of trade accounts receivable



(8
)



(8
)



(8
)1,024




738




420Margin deposits on derivative instruments



163




198




109Income taxes receivable



28




46




363Provincial mining and other taxes receivable



4









235Other non-trade accounts



37




77




87$
1,256



$
1,059



$
1,214    3.
    Inventories  March 31,



December 31,



January 1,2011



2010



2010Finished products


$
296



$
255



$
303Intermediate products



113




127




159Raw materials



61




65




51Materials and supplies



127




123




111$
597



$
570



$
624    4.
    Share
    Capital  Authorized
   Issued
  Number ofCommon Shares


ConsiderationBalance  January 1, 2010


887,926,650


$
1,430Issued under option plans


7,339,116



68Issued for dividend reinvestment plan


46,947



2Repurchased


(42,190,020
)


(69
)Balance  December 31, 2010


853,122,693



1,431Issued under option plans


1,635,538



18Issued for dividend reinvestment plan


4,152



Balance 
    March 31, 2011


854,762,383


$
1,449    PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  21




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##### Table of Contents



5.
    Segment
    Information    Three Months Ended
    March 31, 2011Potash

Phosphate

Nitrogen

All
    Others

ConsolidatedSales

$
1,109


$
549


$
546


$



$
2,204Freight, transportation and distribution


(83
)


(43
)


(23
)






(149
)Net sales  third party


1,026



506



523



Cost of goods sold


(283
)


(356
)


(320
)






(959
)Gross margin


743



150



203







1,096Depreciation and amortization


(42
)


(47
)


(33
)


(2
)


(124
)Inter-segment sales










38







    Three Months Ended March 31, 2010Potash

Phosphate

Nitrogen

All Others

ConsolidatedSales

$
892


$
401


$
421


$



$
1,714Freight, transportation and distribution


(96
)


(35
)


(24
)






(155
)Net sales  third party


796



366



397



Cost of goods sold


(266
)


(302
)


(262
)






(830
)Gross margin


530



64



135







729Depreciation and amortization


(30
)


(48
)


(30
)


(2
)


(110
)Inter-segment sales










26







    Assets

Potash

Phosphate

Nitrogen

All Others

ConsolidatedAssets at March 31, 2011

$
6,205


$
2,492


$
1,805


$
5,463


$
15,965Assets at December 31, 2010

$
5,773


$
2,395


$
1,808


$
5,571


$
15,547Assets at January 1, 2010

$
4,685


$
2,250


$
1,656


$
4,251


$
12,842Additions to property, plant and equipment (three months ended
    March 31, 2011)

$
347


$
47


$
18


$
29


$
441    6.
    Finance
    Costs  Three Months Ended March 312011



2010Interest expense on debtShort-term


$
(5
)


$
(1
)Long-term



(64
)



(54
)Unwinding of discount on asset retirement obligations



(4
)



(3
)Borrowing costs capitalized to property, plant and equipment



19




18Interest income



4




9$
(50
)


$
(31
)    22 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




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##### Table of Contents



7.
    Income
    Taxes     
    In first-quarter 2011, a current tax recovery of $21 for
    previously paid withholding taxes.
    In first-quarter 2010, a current tax expense of $18 to adjust
    the 2009 income tax provision to the income tax return filed
    that quarter.
    In first-quarter 2010, a current tax recovery of $10 for an
    anticipated refund of taxes paid related to forward exchange
    contracts.    March 31,

December 31,

January 1,Income tax assets
    (liabilities)


Statements of Financial Position
    Location

2011

2010

2010Current income tax assets:Current


Receivables

$
28


$
46


$
363Non-current


Other assets


102



101



57Deferred income tax assets


Other assets


36



38



31Total income tax assets




$
166


$
185


$
451Current income tax liabilities:Current


Payables and accrued charges

$
(139
)

$
(160
)

$
(17
)Non-current


Other non-current liabilities and deferred credits


(82
)


(101
)


(71
)Deferred income tax liabilities


Deferred income tax liabilities


(799
)


(737
)


(643
)Total income tax liabilities




$
(1,020
)

$
(998
)

$
(731
)    8.
    Net
    Income per Share      PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  23




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##### Table of Contents



9.
    Seasonality    10.
    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 site in Lakeland, Florida that
    includes a former PCS Joint Venture fertilizer blending facility
    and certain surrounding properties. A Record of Decision
    (ROD) was issued in September 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 $9. In September 2010, the USEPA approved the
    Remedial Design Report to address the soil contamination. Site
    preparation and mobilization has commenced for the soil
    remediation.
    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 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. After the Phase II trial,
    the district court allocated 30 percent of the liability
    for response costs at the site to PCS Nitrogen, as well as a
    proportional share of any costs that cannot be recovered from
    another responsible party. PCS Nitrogen has filed a motion for
    amendment of this decision. If that request is denied, the
    decision may be appealed, along with a previous decision
    imposing successor liability on PCS Nitrogen. The ultimate
    amount of liability for PCS Nitrogen, if any, depends upon the
    amount needed for remedial activities, the ability of other
    parties to pay and the availability of insurance.
    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 $73. The Settling Parties have initiated CERCLA cost recovery
    litigation against PCS 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. In response to a special notice letter
    from the USEPA, PCS Phosphate and the Settling Parties made a
    good-faith offer to perform
    and/or pay
    for certain actions described in the special notice letter. At
    this time, the  24 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




---



##### Table of Contents




    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.
    It has performed investigations of environmental site conditions
    and has documented its findings in several reports submitted to
    GEPD. PCS Nitrogen Fertilizer received written comments from
    GEPD and, to address certain of these comments, PCS Nitrogen
    Fertilizer is conducting additional groundwater investigation.
    PCS Nitrogen Fertilizer also 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.
    Pending review of the complete CAP and in accordance with the
    requirements of the Order, on March 31, 2011, PCS Nitrogen
    Fertilizer submitted to GEPD a proposed Interim Measure Work
    Plan that, if approved, will require implementation of a
    slightly modified version of the in-situ groundwater remedy for
    the source area originally proposed as a component of the CAP.
    PCS Nitrogen Fertilizer continues to perform the required
    additional groundwater investigation and is evaluating whether
    any additional modifications to the proposed groundwater remedy
    are necessary to comply with the Order.
    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 $11 to address the sinkhole
    between the time of discovery and March 31, 2011. In
    December 2010, the company entered into a consent order with the
    Florida Department of Environmental Protection
    (FDEP) pursuant to which the company agreed to,
    among other things, remediate the sinkhole and perform
    additional monitoring of the groundwater quality and
    hydrogeologic conditions related to the sinkhole collapse. The
    company also entered into an order on consent with the USEPA. On
    May 2, 2011, the USEPA approved the companys proposal
    to implement certain mitigation measures to meet the goals of
    the USEPA order on consent. The company remeasured the asset
    retirement obligation (ARO) for the White Springs
    gypsum stacks to account for the measures identified in the
    proposal. This remeasurement resulted in a $39 adjustment to the
    ARO, of which $33 was capitalized as an addition to the ARO and
    $6 was expensed in the first quarter of 2011. With the USEPA
    approval, the proposal will be presented to the Board of
    Directors with a request for authorization to proceed.  and/or
    
    The USEPA has an ongoing initiative to evaluate implementation
    within the phosphate industry of a particular exemption for
    mineral processing wastes under the hazardous waste program. In
    connection with this industry-wide initiative, the USEPA
    conducted inspections at numerous phosphate operations and
    notified the company of various alleged violations of the US
    Resource Conservation and Recovery Act (RCRA) at its
    plants in Aurora, North Carolina; Geismar, Louisiana; and White
    Springs, Florida. The company has entered into RCRA 3013
    Administrative Orders on Consent and has performed certain site
    assessment activities at all three plants. At this time, the
    company does not know the scope of corrective action, if any,
    that may be required. The company continues to participate in
    settlement discussions with the USEPA but 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 also begun an initiative to evaluate compliance
    with the Clean Air Act at sulfuric acid and nitric acid plants.
    In connection with this industry-wide initiative, the USEPA has
    sent requests for information to numerous facilities, including
    the companys plants in Augusta, Georgia; Aurora, North
    Carolina; Geismar, Louisiana; Lima, Ohio; and White Springs,
    Florida. The USEPA has notified the company of various alleged
    violations of the Clean Air Act at its Geismar, Louisiana plant.
    The government has demanded process changes and penalties that
    would cost a total of approximately $27, but the company denies
    that it has any liability for the Geismar, Louisiana matter.
    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.
    In July 2010, without alleging any specific violation of the
    Clean Air Act, the USEPA requested that the company meet and
    demonstrate compliance with the Clean Air Act for specified
    projects undertaken at the White Springs, Florida sulfuric acid
    plants. The company participated in such meeting but, at this
    time, is unable to evaluate if it has any exposure.  PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  25




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##### Table of Contents




    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. In January 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 30 years from lands owned
    or controlled by the company, including some wetlands, would not
    degrade water quality. Thereafter, in June 2009, the Corps
    issued the company a permit that will allow the company to mine
    the phosphate deposits identified in the Section 401
    certification. The USEPA decided not to seek additional review
    of the permit. In March 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 (OAH) challenging
    the Section 401 certification. The company has intervened
    in this proceeding. Cross motions for summary judgment by the
    Petitioners and the company have been filed, briefed and argued.
    The OAH has not issued a decision on them. 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. The Province of
    Saskatchewan is considering the adoption of greenhouse gas
    emission control requirements. Regulations pursuant to the
    Management and Reduction of Greenhouse Gases Act in
    Saskatchewan, which impose a type of carbon tax to achieve a
    goal of a 20 percent reduction in greenhouse gas emissions
    by 2020 compared to 2006 levels, may become effective in 2012.
    There is no certainty as to the scope or timing of any final,
    effective provincial requirements. Although the US Congress has
    not passed any greenhouse gas emission control laws, the USEPA
    has adopted several rules to control greenhouse gas emissions
    using authority under existing environmental laws. In January
    2011, the USEPA began phasing in requirements for all
    stationary sources, such as the companys
    plants, to obtain permits incorporating the best available
    control technology for greenhouse gas emissions at a
    source if it is a new source that could emit 100,000 tons of
    greenhouse gases per year or if it is a modified source that
    increases such emissions by 75,000 tons per year. The company is
    not currently aware of any projects at its facilities that would
    be subject to these requirements. The company is monitoring
    these developments, and, except as indicated above, their effect
    on its operations cannot be determined with certainty at this
    time.
    In December 2010, the USEPA issued a final rule to restrict
    nutrient concentrations in surface waters in Florida to levels
    below those currently permitted at the companys White
    Springs, Florida plant. The revised nutrient criteria will
    become part of Floridas water quality standards in March
    2012. Projected capital costs resulting from the rule could be
    in excess of $100 for the companys White Springs, Florida
    plant, and there is no guarantee that controls can be
    implemented that are capable of achieving compliance with the
    revised nutrient standards under all flow conditions. This
    estimate assumes that the rule survives court challenges and
    that none of the site-specific mechanisms for relief from the
    revised nutrient criteria are available to the White Springs,
    Florida plant. Various judicial challenges to the rule have been
    filed, including one lawsuit by The Fertilizer Institute and
    White Springs. The prospects for a rule to be implemented as
    issued by the USEPA and the availability of the site-specific
    mechanisms are uncertain.
    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 (Court) against Mosaic
    on May 27, 2009 and the claim was amended on
    January 19, 2010. In the Amended 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 potentially much later, 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,
    asserts that at a delivery rate of 1.24 million tons of
    product per year, the companys entitlement to receive
    potash under the mining and processing agreement would terminate
    August 30, 2010.        26 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




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##### Table of Contents




    Between September and October 2008, the company and PCS Sales
    (USA), Inc. were named as defendants in eight very similar
    antitrust complaints filed in US 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 lawsuits is without merit and
    intend to defend them vigorously.        11.
    Related
    Party Transactions    12.
    Reconciliation
    of IFRS and United States Generally Accepted Accounting
    Principles    (a) Inventories:
    (b) Long-term investments:
  (c) Property, plant and equipment:
      (d) Impairment of assets:
  PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  27




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##### Table of Contents



first-day-of-the-month
    (e) Depreciation and amortization:
  (f) Exploration costs:
  (g) Pension and other post-retirement
    benefits:
  (h) Offsetting of certain amounts:
  (i) Share-based compensation:
 Performance


Service Period CommencedOption Plan Year


IFRS



US GAAP2008



January 1, 2008




May 8, 20082009



January 1, 2009




May 7, 20092010



January 1, 2010




May 6, 2010        (j) Stripping costs:
  (k) Provisions:
    (l) Income taxes related to the above
    adjustments:
  28 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




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##### Table of Contents



(m) Income taxes related to US GAAP effective income tax
    rate:
  (n) Income tax consequences of share-based employee
    compensation:
    (o) Uncertain income tax positions:
  (p) Income taxes related to intragroup
    transactions:
  (q) Classification of deferred income
    taxes:
  (r) Cash flow statements:
   PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  29




---



##### Table of Contents



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 Months EndedMarch 312011



2010Net income as reported  IFRS


$
732



$
444Items increasing (decreasing) reported net incomeManufacturing cost
    variances(a)



(21
)



(9
)Share of earnings of equity-accounted
    investees(b)








(1
)Major repairs and
    maintenance(c)



(14
)



Borrowing
    costs(c)



4




3Asset impairment and asset writedowns
    (recoveries)(d)



(1
)



(1
)Depreciation and
    amortization(e)



2




2Pension and other post-retirement
    benefits(g)



(5
)



(6
)Share-based
    compensation(i)



13




12Stripping
    costs(j)



4




(9
)Asset retirement
    obligations(k)



7




1Deferred income taxes relating to the above
    adjustments(l)



3




3Income taxes related to US GAAP effective income tax
    rate(m)



8




(4
)Uncertain income tax
    positions(o)



5




14Income taxes related to intragroup
    transactions(p)



5




9Net income  US GAAP


$
742



$
458Basic weighted average shares outstanding  US GAAP



854,033,000




888,357,000Diluted weighted average shares outstanding  US
    GAAP(i)



876,461,000




914,112,000Basic net income per share  US GAAP


$
0.87



$
0.52Diluted net income per share  US GAAP


$
0.85



$
0.50     March 31,



December 31,2011



2010Total assets as reported  IFRS


$
15,965



$
15,547Items increasing (decreasing) reported total assetsInvestment in equity-accounted
    investees(b)



44




40Property, plant and
    equipment(c,

    d)



(107
)



(109
)Major repairs and
    maintenance(c)



(66
)



(52
)Borrowing
    costs(c)



29




25Goodwill(d)



(47
)



(47
)Asset impairment and asset writedowns
    (recoveries)(d)



(6
)



(5
)Exploration
    costs(f)



(14
)



(14
)Margin deposits associated with derivative
    instruments(h)



(163
)



(198
)Stripping
    costs(j)



(58
)



(62
)Asset retirement
    obligations(k)



(81
)



(46
)Uncertain income tax
    positions(o)



(122
)



(122
)Income taxes related to intragroup
    transactions(p)



20




15Deferred income tax asset due to US GAAP adjustments



(13
)



(13
)Reclassification of deferred income
    taxes(q)



28




28Total assets  US GAAP


$
15,409



$
14,987   30 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




---



##### Table of Contents



March 31,



December 31,2011



2010Total shareholders equity as reported  IFRS


$
7,180



$
6,685Items increasing (decreasing) reported shareholders equityManufacturing cost
    variances(a)



(21
)



Share of earnings of equity-accounted
    investees(b)



43




42Major repairs and
    maintenance(c)



(66
)



(52
)Borrowing
    costs(c)



29




25Asset impairment and asset writedown
    (recoveries)(d)



(257
)



(256
)Depreciation and
    amortization(e)



97




95Exploration
    costs(f)



(14
)



(14
)Pension and other post-retirement
    benefits(g)



13




13Stripping
    costs(j)



(58
)



(62
)Asset retirement
    obligations(k)



86




79Constructive
    obligations(k)



5




5Deferred income taxes relating to the above
    adjustments(l)



15




12Income taxes related to US GAAP effective income tax
    rate(m)



(39
)



(47
)Deferred income taxes on share-based
    compensation(n)



(175
)



(148
)Uncertain income tax
    positions(o)



38




33Income taxes related to intragroup
    transactions(p)



11




6Shareholders equity  US GAAP


$
6,887



$
6,416    Supplemental US
    GAAP Disclosures
   Disclosures
    About Derivative Instruments and Hedging Activities
    Fair Values of
    Derivative Instruments in the Condensed Consolidated Statements
    of Financial Position
  March 31,


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


Statements of Financial Position
    Location

2011


2010Derivatives designated as hedging instruments:Natural gas derivatives


Prepaid expenses and other current assets

$
2


$
Natural gas derivatives


Current  portion of derivative instrument liabilities


(61
)


(75
)Natural gas derivatives


Derivative instrument liabilities


(175
)


(204
)Total derivatives designated as hedging instruments





(234
)


(279
)Derivatives not designated as hedging instruments:Foreign currency derivatives


Prepaid expenses and other current assets


4



5Total derivatives not designated as hedging instruments




$
4


$
5    (1)

    All fair value amounts are gross and exclude netted cash
    collateral balances  PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  31




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##### Table of Contents



The Effect of
    Derivative Instruments on the Condensed Consolidated Statements
    of Income for the Three Months Ended March 31
  Amount of LossAmount of Loss




Recognized inReclassified




IncomeAmount of Gain




from




(Ineffective(Loss)




Accumulated


Location of Loss

PortionRecognized in


Location of

OCI


Recognized in Income

and AmountOCI


Loss Reclassified

into Income


(Ineffective Portion

Excluded fromDerivatives in Cash


(Effective


from Accumulated

(Effective


and Amount

EffectivenessFlow Hedging


Portion)


OCI into Income

Portion)


Excluded from

Testing)Relationships


2011



2010


(Effective Portion)

2011


2010


Effectiveness Testing)

2011


2010Natural gas derivatives


$
21



$
(85
)

Cost of goods sold

$
(22
)

$
(15
)

Cost of goods sold

$



$
    Amount of (Loss)Gain Recognized inIncomeDerivatives Not Designated as Hedging Instruments


Location of (Loss) Gain Recognized in Income

2011


2010Foreign currency derivatives


Foreign exchange

$
3


$
(2
)    Financial
    Instruments and Related Risk Management
  Financial
    Risks
   Credit
    Risk
     Liquidity
    Risk
      Market
    Risk
     32 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




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##### Table of Contents



Foreign Exchange
    Risk
    Price
    Risk
    Fair
    Value
  point-in-time
   March 31, 2011



December 31, 2010


January 1, 2010Carrying



Fair



Carrying


Fair


Carrying


FairAmount



Value



Amount


Value


Amount


Valueof Asset



of Asset



of Asset


of Asset


of Asset


of Asset(Liability)



(Liability)



(Liability)


(Liability)


(Liability)


(Liability)Derivative instrument assetsNatural gas derivatives


$
2



$
2



$



$



$
4


$
4Foreign currency derivatives



4




4




5



5



5



5Investments in ICL and Sinofert



3,571




3,571




3,842



3,842



2,760



2,760Derivative instrument liabilitiesNatural gas derivatives



(236
)



(236
)



(279
)


(279
)


(175
)


(175
)Long-term debtSenior notes



(4,350
)



(4,528
)



(4,350
)


(4,525
)


(3,350
)


(3,506
)Other



(8
)



(8
)



(8
)


(8
)


(8
)


(8
)        PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  33




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##### Table of Contents



Fair Value Measurements at Reporting Date Using:Quoted Prices in






SignificantActive Markets for



Significant Other


UnobservableCarrying Amount of



Identical Assets



Observable Inputs


InputsDescription


Asset (Liability)



(Level 1)



(Level 2)


(Level 3)March 31, 2011Derivative instrument assetsNatural gas hedging derivatives


$
2



$




$



$
2
(1)Foreign currency derivatives



4









4
(1)


Investments in ICL and Sinofert



3,571




3,571
(1)







Derivative instrument liabilitiesNatural gas hedging derivatives



(236
)








(42
)(1)


(194
)(1)December 31, 2010Derivative instrument assetsForeign currency derivatives


$
5



$




$
5


$
Investments in ICL and Sinofert



3,842




3,842








Derivative instrument liabilitiesNatural gas hedging derivatives



(279
)








(55
)


(224
)January 1, 2010Derivative instrument assetsNatural gas derivatives


$
4



$




$
1


$
3Foreign currency derivatives



5









5



Investments in ICL and Sinofert



2,760




2,760








Derivative instrument liabilitiesNatural gas derivatives



(175
)








(53
)


(122
)   (1)

    During the period ending March 31, 2011, there were no
    transfers between Level 1 and Level 2, or into or out
    of Level 3. Company policy is to recognize transfers at the
    end of the reporting period.  Fair Value
    Measurements Using Significant Unobservable Inputs
    (Level 3)
  Natural Gas Hedging DerivativesThree Months



Twelve MonthsEnded



EndedMarch 31,



December 31,2011



2010Balance, beginning of period


$
(224
)


$
(119
)Total losses (realized and unrealized) before income taxesIncluded in earnings (cost of goods sold)



(26
)



(36
)Included in other comprehensive income



19




(126
)Settlements



39




46Transfers out of Level 3








11Balance, end of period


$
(192
)


$
(224
)    34 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




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##### Table of Contents



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


2011



2010Service cost


$
6



$
5Interest cost



12




12Expected return on plan assets



(13
)



(12
)Net amortization



6




7Net expense


$
11



$
12    Three MonthsEnded March 31Other Post-Retirement Plans


2011



2010Service cost


$
2



$
2Interest cost



4




4Net amortization



(1
)



(1
)Net expense


$
5



$
5      Uncertainty
    in Income Taxes
    Guarantees
    back-to-back
    agreed-upon
  PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  35




---



##### Table of Contents



Recent Accounting
    Pronouncements
  Fair
    Value Disclosures
    13.
    Transition
    to IFRS    Initial Elections
    upon Adoption
    IFRS
    1 Exemption Options
  Business
    Combinations
  Choice:
  Policy selection:
  Expected transition impact:
  Expected future impact:
  Property, Plant
    and Equipment
 Choice: asset-by-asset
  Policy selection:
  Expected transition impact:
  Expected future impact:
  36 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




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##### Table of Contents



Share-based
    Payments
 Choice:
  Policy selection:
  Expected transition impact:
  Expected future impact:
  Employee
    Benefits
 Choice:
  Policy selection:
  Expected transition impact:
  Expected future impact:
  Foreign
    Exchange
 Choice:
  Policy selection:
  Expected transition impact:
  Expected future impact:
  Decommissioning
    Liabilities
 Choice:
  Policy selection:
  Expected transition impact:
  Expected future impact:
  Oil and Gas
    Properties
 Choice:
  Policy selection:
  Expected transition impact:
  Expected future impact:
  PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  37




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##### Table of Contents



IFRS
    1 Mandatory Exceptions
   
    The companys estimates in accordance with IFRS at the date
    of transition to IFRS will be consistent with estimates made for
    the same date in accordance with Canadian GAAP (after
    adjustments to reflect any difference in accounting policies).
    The company will not reflect in its opening IFRS statements of
    financial position a hedging relationship of a type that did not
    qualify for hedge accounting in accordance with IFRS. No
    transactions entered into before the date of transition to IFRS
    will be retrospectively designated as hedges.   Changes in
    Accounting Policies
   AccountingPolicy Area


Impact of Policy Adoption(a) Impairment of
    Assets


Choices:There are no policy choices available under IFRS.Differences from previous Canadian GAAP: IAS 36, Impairment of Assets, uses a one-step approach for both testing for and measurement of impairment, with asset carrying values compared directly with the higher of fair value less costs to sell and value in use (which uses discounted future cash flows). Canadian GAAP generally used a two-step approach to impairment testing, first comparing asset carrying values with undiscounted future cash flows to determine whether impairment exists, and then measuring any impairment by comparing asset carrying values with fair values. This difference may potentially result in more impairments where carrying values of assets were previously supported under Canadian GAAP on an undiscounted cash flow basis, but could not be supported on a discounted cash flow basis.In addition, IAS 36 requires the
    reversal of any previous impairment losses (to the amounts the
    assets would now be carried at had depreciation continued) where
    circumstances have changed such that the impairments have been
    reduced. Canadian GAAP prohibited reversal of impairment losses.Expected transition impact:The company has identified certain assets for which
    impairment losses have been previously recognized, but which are
    no longer impaired. The previously recognized impairment loss
    will need to be reversed on transition to IFRS, which will
    result in an increase in the carrying amount of property, plant
    and equipment at December 31, 2010 of $9 (January 1,
    2010  $10). Net income for 2010 will decrease by $1.
    The company has also identified items which are regarded as
    impaired under IFRS, but not under Canadian GAAP. As a result,
    equity at December 31, 2010 will decrease by $4 (January 1,
    2010  $2). Net income for 2010 will decrease by $2.Expected future impact:Dependent upon future circumstances, as described above.  38 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




---



##### Table of Contents



AccountingPolicy Area


Impact of Policy Adoption(b) Employee
    Benefits


Choices:Actuarial gains and losses are permitted under
    IAS 19, Employee Benefits, to be recognized directly
    in other comprehensive income rather than through profit or loss.Policy selection:Actuarial
    gains and losses will be recognized in other comprehensive
    income.Differences from previous
    Canadian GAAP:IAS 19 requires the past service cost element
    of defined benefit plans to be expensed on an accelerated basis,
    with vested past service costs expensed immediately and unvested
    past service costs recognized on a straight-line basis until the
    benefits become vested. Under Canadian GAAP, past service costs
    were generally amortized on a straight-line basis over the
    average remaining service period of active employees expected
    under the plan.Under Canadian GAAP, certain gains
    and losses which were unrecognized at the time of adopting the
    current Canadian accounting standard were permitted to be
    amortized over a period under transitional provisions of the
    current standards. Those amounts must be recognized on
    transition to IFRS.Expected transition impact: Equity at December 31, 2010 will be
    reduced by $365 (January 1, 2010  $352). Net income
    for 2010 will increase by $24.Expected future impact:The
    effect of actuarial gains and losses will no longer affect net
    income under the companys accounting policy choice.
    Shareholders equity is expected to be subject to greater
    variability as the effects of actuarial gains and losses will be
    recognized immediately, rather than being deferred and amortized
    over a period of time.(c) Share-Based Payments


Choices:There are no policy choices available under
    IFRS.Differences from previous
    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 value of the awards. Canadian GAAP required that such
    payments be measured based on intrinsic value of the awards.
    This difference is expected to impact the accounting measurement
    of some of the companys cash-settled employee incentive
    plans, such as its performance unit incentive plan.IFRS 2 requires an estimate of
    compensation cost to be recognized in relation to performance
    options for which service has commenced but which have not yet
    been granted. The compensation cost recognized would then be
    trued up once options have been granted. Under Canadian GAAP,
    compensation cost was first recognized when the options were
    granted. This will create a timing difference between IFRS and
    Canadian GAAP in terms of when compensation cost relating to
    employee service provided in the first quarter of the year is
    recognized. In relation to stock option costs in 2010, net
    income will decrease in the first quarter and increase in the
    second quarter by $13. Net income and equity for annual periods
    are not affected.Expected transition impact:In relation to the companys cash-settled share-based
    payments, equity at December 31, 2010 will be increased by $1
    (January 1, 2010  $3). Net income for 2010 will
    decrease by $2.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 IFRS 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 IFRS and Canadian GAAP over the duration of each
    incentive plan cycle. In relation to stock option cost, a timing
    difference will exist between IFRS and Canadian GAAP, whereby
    net income under IFRS will decrease in the first quarter and
    increase in the second quarter of each year by offsetting
    amounts. Net income and equity for annual periods are not
    affected.  PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  39




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##### Table of Contents



AccountingPolicy Area


Impact of Policy Adoption(d) Provisions
     (including
     Asset
     Retirement
     Obligations)


Choices:There are no policy choices available under
    IFRS.Differences from previous
    Canadian GAAP:IAS 37, Provisions, Contingent
    Liabilities and Contingent Assets, requires a provision to
    be recognized when: there is a present obligation (legal or
    constructive) as a result of a past transaction or event; it is
    probable that an outflow of resources will be required to settle
    the obligation; and a reliable estimate can be made of the
    obligation. Probable in this context means more
    likely than not. Under Canadian GAAP, constructive obligations
    were recognized only if required by a specific standard, and the
    criterion for recognition in the financial statements was
    likely, which is a higher threshold than
    probable. Therefore, it is possible that there may
    be some contingent liabilities not recognized under Canadian
    GAAP which would require a provision under IFRS.Other differences between IFRS and
    Canadian GAAP exist in relation to the measurement of
    provisions, such as the methodology for determining the best
    estimate where there is a range of equally possible outcomes
    (IFRS uses the mid-point of the range whereas Canadian GAAP used
    the low end), and the requirement under IFRS for provisions to
    be discounted where material.In relation to asset retirement
    obligations, measurement under IFRS will be based on
    managements best estimate, while measurement under
    Canadian GAAP was based on the fair value of the obligation
    (which takes market assumptions into account). Under IFRS, the
    full asset retirement obligation is remeasured each period using
    the current discount rate. Under Canadian GAAP, cash flow
    estimates associated with asset retirement obligations were
    discounted using historical discount rates. Changes in the
    discount rate alone did not result in a remeasurement of the
    liability. Changes in estimates that decreased the liability
    were discounted using the discount rate applied upon initial
    recognition of the liability. When changes in estimates
    increased the liability, the additional liability was discounted
    using the current discount rate.IFRS require the companys
    asset retirement obligations to be discounted using a risk-free
    rate. Under Canadian GAAP, asset retirement obligations were
    discounted using a credit-adjusted risk-free rate.Under IFRS, the increase in the
    measurement of an asset retirement obligation due to the passage
    of time (unwinding of the discount) is classified as a finance
    expense. Under Canadian GAAP, this amount was classified as an
    operating expense.Expected transition impact:
    Equity at December 31, 2010 will be reduced by $84 (January 1,
    2010  $68). Net income for 2010 will decrease by $16.Expected future impact:Measurement of provisions may fluctuate more under IFRS and
    a change in the discount rate will have a more significant
    impact on the obligation as well as the companys assets
    and expenses. As well, provisions may be recognized earlier
    under IFRS than under Canadian GAAP.  40 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




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##### Table of Contents



AccountingPolicy Area


Impact of Policy Adoption(e) Income
     Taxes


Choices:Where exchange rate differences on deferred
    income tax liabilities or assets are recognized in the income
    statement, such differences may be classified as either foreign
    exchange gains/losses or deferred tax expense/income under IFRS.Policy selection: Exchange
    rate differences on deferred income tax liabilities or assets
    will be classified as foreign exchange gains/losses. This is
    consistent with the companys accounting policy under
    Canadian GAAP.Differences from previous
    Canadian GAAP, expected transition impact and expected future
    impact of each:Under IFRS, the guidance in IAS 12,
    Income Taxes, will be used to determine the benefit
    to be received in relation to uncertain tax positions. This
    differs from the methodology used under Canadian GAAP. Equity at
    December 31, 2010 will be increased by $48 (January 1,
    2010  $36). Net income for 2010 will increase by $12.
    Impacts in future periods will depend on the particular
    circumstances existing in those periods.Under IFRS, deferred tax assets
    recognized in relation to share-based payment arrangements (for
    example, the companys employee stock option plan in the
    US) are adjusted each period to reflect the amount of future tax
    deductions that the company expects to receive in excess of
    stock-based compensation recorded in the consolidated financial
    statements based on the current market price of the shares. The
    benefit of such amounts is recognized in contributed surplus and
    never impacts net income. Under the companys Canadian GAAP
    policy, tax deductions for its employee stock option plan in the
    US were recognized as reductions to tax expense, within net
    income, in the period that the deduction was allowed. This
    difference will result in a decrease to net income in 2010 of
    $45. Equity at December 31, 2010 will increase by $143 (January
    1, 2010  $116). In future periods, current tax
    expense will be higher and the balance of the companys
    deferred tax liability is expected to be more volatile under
    IFRS.Under IFRS, deferred tax assets
    associated with share-based compensation that are recorded in
    the consolidated financial statements as an expense in the
    current or previous period should be reviewed at each statement
    of financial position date and amended to the extent that it is
    no longer probable that the related tax benefit will be
    realized. Under Canadian GAAP, this income tax benefit was
    calculated without estimating the income tax effects of
    anticipated share-based payment transactions. This difference
    will result in an increase to net income of $1. Equity at
    December 31, 2010 will decrease by $7 (January 1,
    2010  $8). In future periods, the balance in the
    companys deferred tax liability is expected to be more
    volatile under IFRS.Under IFRS, adjustments relating to
    a change in tax rates are recognized in the same category of
    comprehensive income in which the original amounts were
    recognized. Under Canadian GAAP, such adjustments were
    recognized in net income, regardless of the category in which
    the original amounts were recognized. In addition, foreign
    exchange gains on deferred income tax liabilities would be
    recorded in other comprehensive income under IFRS, but were
    recorded in net income under Canadian GAAP. In combination,
    these differences will result in $150 related to an internal
    restructuring that occurred in 2009 being re-categorized at the
    date of transition to IFRS from retained earnings to accumulated
    other comprehensive income. There will be no future impacts
    resulting from this item.Under IFRS, deferred income taxes
    are classified as long-term. Under Canadian GAAP, future income
    taxes were separated between current and long-term on the
    statement of financial position. This will result in a decrease
    in 2010 of $28 (January 1, 2010  $18) in current
    assets and non-current liabilities on the statement of financial
    position. This classification difference will continue to exist
    in future periods; however, the size and direction of the
    difference will depend on circumstances existing in those
    periods.Under IFRS, unrealized profits
    resulting from intragroup transactions are eliminated from the
    carrying amount of assets, but no equivalent adjustment is made
    for tax purposes. The difference between the tax rates of the
    two entities will impact net income. This differs from Canadian
    GAAP, where the current tax payable in relation to such profits
    was recorded as a current asset until the transaction was
    realized by the group. As a result, 2010 net income will
    decrease by $14. Equity at December 31, 2010 will increase by $6
    (January 1, 2010  $20). In future periods, the tax
    impact of intragroup transactions will be recognized earlier
    under IFRS; however, the size and direction of the difference
    will depend on circumstances existing in those periods.Interest and penalties on income
    tax deficiencies are classified as financing expenses or
    operating expenses, respectively, under IFRS. Penalties on all
    income tax deficiencies will be classified as operating
    expenses. All interest expense related to income taxes (whether
    cash taxes or uncertain tax positions) will be disclosed as
    finance costs. Under Canadian GAAP, these were classified as
    either operating expenses or income tax expense depending on
    their nature. In future periods, finance costs and interest
    payable will be higher under IFRS.  PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  41




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##### Table of Contents



AccountingPolicy Area


Impact of Policy Adoption(f) Consolidation


Choices:There are no policy choices available under IFRS.Differences from previous
    Canadian GAAP:The IFRS approach to consolidation is
    principles-based whereby consolidation is required for all
    entities which are controlled. Unlike the Canadian GAAP two-step
    model, which first required consideration as to whether an
    entity was a VIE, the IFRS guidance on consolidation is a
    single-step model  the control model. IFRS do bring
    in the concepts of risk and rewards where the existence of
    control is not apparent, although not in the same rules-based
    manner as under Canadian GAAP.Expected transition impact:None.Expected future impact:None.(g) Property,
     Plant and
     Equipment


Choices:Either a historical cost model or a revaluation
    model can be used to value property, plant and equipment.Policy selection:The
    company will value property, plant and equipment using the
    historical cost model.Differences from previous
    Canadian GAAP: Under IFRS, where part of an item of
    property, plant and equipment has a cost that is significant in
    relation to the cost of the item as a whole, it must be
    depreciated separately from the remainder of the item. Canadian
    GAAP was similar in this respect; however, the componentization
    concept was not often applied to the same extent due to
    practicality and/or materiality.Under IFRS, the cost of major
    overhauls on items of property, plant and equipment is
    capitalized as a component of the related item of property,
    plant and equipment and amortized over the period until the next
    major overhaul. Under Canadian GAAP, these costs were expensed
    in the year incurred.Expected transition impact:Equity at December 31, 2010 will be increased by $52
    (January 1, 2010  $18). Net income for 2010 will
    increase by $34.Expected future impact:The
    cost of future replacement of components of property, plant and
    equipment (including the cost of major overhauls) will be
    capitalized and amortized over several years rather than being
    expensed in the year incurred. This will result in a difference
    in timing between IFRS and Canadian GAAP in terms of when such
    costs are recognized as expenses.(h) Inventories


Choices:Either first-in, first-out (FIFO) or weighted
    average can be used to value inventories.Policy selection:The
    weighted average method will be used to value inventories.Differences from previous
    Canadian GAAP:None, as it relates to annual periods.Under IFRS, at interim periods,
    price, efficiency, spending, and volume variances of a
    manufacturing entity are recognized in income to the same extent
    that those variances are recognized in income at financial
    year-end. Under IFRS, deferral of variances that are expected to
    be absorbed by year-end is not appropriate because it could
    result in reporting inventory at the interim date at more or
    less than its portion of the actual cost of manufacture. Under
    Canadian GAAP, variances that were planned and expected to be
    absorbed by the end of the year were ordinarily deferred at the
    end of an interim period. In relation to manufacturing cost
    variances, 2010 net income will increase in the first
    quarter by $9 and in the second quarter by $6, decrease in the
    third quarter by $48 and increase in the fourth quarter by $33.
    Equity will increase at March 31, 2010 by $9, increase at June
    30, 2010 by $15 and decrease at September 30, 2010 by $33. Net
    income and equity for annual periods are not affected.Expected transition impact:None, as it relates to annual periods.Expected future impact:None, as it relates to annual periods. Manufacturing cost
    variances that were deferred at interim periods will no longer
    be deferred. This will result in a difference in timing during
    the year between IFRS and Canadian GAAP in terms of when such
    costs are recognized as expenses.  42 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




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##### Table of Contents



AccountingPolicy Area


Impact of Policy Adoption(i) Borrowing Costs


Choices:There are no policy choices available under
    IFRS.Differences from previous
    Canadian GAAP: Under IFRS, borrowing costs will be
    capitalized to assets which take a substantial time to develop
    or construct using a capitalization rate based on the weighted
    average interest rate on all of the companys outstanding
    third-party debt. Under the companys Canadian GAAP policy,
    the interest capitalization rate was based only on the weighted
    average interest rate on third-party long-term debt.Expected transition impact:Equity at December 31, 2010 will be reduced by $25 (January
    1, 2010  $14). Net income for 2010 will decrease by
    $11.Expected future impact:There will be an ongoing difference based on the difference
    in capitalization rates.(j) Financial
    Instruments


Choices:Trade date or settlement date can be used.Policy selection:The
    company will recognize regular-way purchases and sales of
    financial assets at the trade date.Differences from previous
    Canadian GAAP:None.Expected transition impact:None.Expected future impact:None.(k) Definition of a Derivative


Choices:There are no policy choices available under
    IFRS.Differences from previous
    Canadian GAAP:Derivatives usually have a notional amount
    (that is, an amount of currency, a number of shares or other
    number of units specified in the contract). Under IFRS, the
    definition of a derivative does not specifically require an
    instrument to have a notional amount, and the lack of a notional
    amount does not result in an exemption from treatment of the
    contract as a derivative. Under Canadian GAAP, when the quantity
    of a non-financial asset or liability to be purchased or sold
    was not specified and was not otherwise determinable (for
    example, by reference to anticipated quantities to be used in
    the calculation of penalty amounts in the event of
    non-performance), the contract was not accounted for as a
    derivative since the standard setters concluded its fair value
    would not be reliably determinable. As a result, a notional
    amount was also required implicitly for such a contract to meet
    the definition of a derivative under Canadian GAAP. Whereas
    under Canadian GAAP such an instrument would not be accounted
    for as a derivative, under IFRS it is necessary to analyze all
    other features to determine whether the contract is a
    derivative. If so, it is necessary to determine a reasonable
    estimation of what a notional amount could be, and measure the
    instrument at fair value as a derivative or embedded derivative
    based on such.Expected transition impact:None.Expected future impact:More
    contracts may be categorized as derivatives (either assets or
    liabilities) than under Canadian GAAP.(l) Embedded
    Derivatives


Choices:There are no policy choices available under
    IFRS.Differences from previous
    Canadian GAAP:For transitional purposes under Canadian
    GAAP, the company elected to record embedded derivatives only
    for contracts entered into or substantively modified on or after
    January 1, 2003. This transitional option does not exist under
    IFRS and therefore additional potential embedded derivatives
    will be considered within contracts previously not reviewed in
    this context to conclude whether bifurcation and recording will
    be necessary.Expected transition impact:None.Expected future impact:None.  PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  43




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##### Table of Contents



AccountingPolicy Area


Impact of Policy Adoption(m) Hedge
    Accounting


Choices:There are no policy choices available under
    IFRS.Differences from previous
    Canadian GAAP:Under Canadian GAAP, a short-cut method for
    assessing hedge effectiveness was permitted if the critical
    terms of the hedged item and hedging instrument matched. This
    method is not permitted under IFRS. The company had certain
    deferred amounts related to the previous use of this method
    under Canadian GAAP pertaining to interest rate swaps. However,
    because the previously designated hedging relationship was of a
    type that would have qualified for hedge accounting under IFRS,
    the provisions of IFRS 1, First-Time Adoption of
    International Financial Reporting Standards, allow the
    company to discontinue hedge accounting prospectively. Because
    hedge accounting had already been discontinued prospectively
    under Canadian GAAP, no adjustment will be necessary as a result
    of adopting IFRS.Expected transition impact:None.Expected future impact:None.(n) Statement of Cash Flows


Choices:Either the direct or indirect method may be
    presented. Dividends paid, interest paid, interest received and
    dividends received can be presented as operating, investing or
    financing activities.Policy selection:The
    company will use the indirect method. Dividends paid will be
    presented as financing activities. Interest and dividends
    received will be presented as operating activities. Interest
    paid will be presented as operating activities except where it
    has been capitalized to property, plant and equipment, in which
    case it will be presented as investing activities.Differences from previous
    Canadian GAAP:None.Expected transition impact:None.Expected future impact:None.(o) Investments


Choices:Jointly controlled entities may be accounted for
    either by using proportionate consolidation or the equity method.Policy selection:The equity
    method will be used to account for joint ventures.Differences from previous
    Canadian GAAP:Under Canadian GAAP, joint ventures were
    accounted for using proportionate consolidation.Certain of the companys
    equity-accounted investees adopted IFRS earlier than PotashCorp,
    resulting in certain IFRS 1 elections being made, particularly
    related to use of fair value as deemed cost on certain items of
    property, plant and equipment and related to the use of the
    business combinations exemption. As a result, the company will
    recognize its share of such elections as an adjustment to its
    opening retained earnings and its investments in
    equity-accounted investees.Expected transition impact:Equity at December 31, 2010 will be reduced by $45 (January
    1, 2010  $45). Net income for 2010 will be
    unaffected.Expected future impact:One
    joint venture will be accounted for using the equity method,
    rather than proportionate consolidation method. The impact is
    expected to be minimal.   44 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




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##### Table of Contents



Reconciliations
    from Canadian GAAP to IFRS
  Reconciliation
    of Net Income
  Year to Date Period EndedDecember 31,


March 31,2010


2010Net Income  Canadian GAAP


$
1,806


$
449IFRS adjustments to net income:Policy choicesEmployee benefits    Actuarial gains and
    losses(b)



26



6OtherProvisions    Changes in asset retirement
    obligations(d)



(13
)


(1
)Property, plant and
    equipment(g)



34



Borrowing
    costs(i)



(11
)


(2
)Employee benefits    Past service
    costs(b)



(2
)


Impairment of
    assets(a)



(3
)


1Constructive
    obligations(d)



(3
)


Share-based
    payments(c)



(2
)


(15
)Manufacturing cost variances at interim
    periods(h)







9Income taxes    Tax effect of above differences



(10
)


Income tax-related
    differences(e)



(47
)


(3
)Net Income  IFRS


$
1,775


$
444      Reconciliation
    of Shareholders Equity
  December 31,


March 31,


January 1,2010


2010


2010Shareholders Equity   Canadian GAAP


$
6,804


$
6,952


$
6,440IFRS adjustments to shareholders equity:Policy choicesEmployee benefits    Actuarial gains and
    losses(b)



(375
)


(358
)


(365
)OtherProvisions    Changes in asset retirement
    obligations(d)



(79
)


(67
)


(66
)Property, plant and
    equipment(g)



52



18



18Investments(o)



(45
)


(45
)


(45
)Borrowing
    costs(i)



(25
)


(16
)


(14
)Employee benefits    Past service costs and
    Canadian GAAP transition
    amounts(b)



10



12



13Impairment of
    assets(a)



5



9



8Constructive
    obligations(d)



(5
)


(2
)


(2
)Share-based
    payments(c)



1



1



3Manufacturing cost variances at interim
    periods(h)







9



Income taxes    Tax effect of above differences



154



152



152Income tax-related
    differences(e)



188



178



163Shareholders Equity   IFRS


$
6,685


$
6,843


$
6,305      PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  45




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##### Table of Contents



Reconciliation
    of Comprehensive Income
  Year to Date Period EndedDecember 31,


March 31,2010


2010Comprehensive Income    Canadian GAAP


$
2,402


$
530IFRS adjustments to comprehensive income:Policy choicesEmployee benefits    Actuarial gains and
    losses(b)



(36
)


Tax effect of employee benefits    Actuarial
    gains and losses



11



OtherDifferences in net income



(31
)


(5
)Comprehensive Income    IFRS


$
2,346


$
525      46 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




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##### Table of Contents



Adjusted
    Financial Statements
   Adjustments
    to Consolidated Statement of Financial
    Position    as at December 31,
    2010
  IFRS




IFRSCanadian


Adjust-


Ref-

Reclass-Canadian GAAP Accounts


GAAP


ments


erence

ifications


IFRS


IFRS AccountsAssets




















AssetsCurrent assets




















Current assetsCash and cash equivalents


$
412


$





$



$
412


Cash and cash equivalentsReceivables



1,044



15


(e)






1,059


ReceivablesInventories



570













570


InventoriesPrepaid expenses and other current assets



114



(60
)

(e)






54


Prepaid expenses and other current assets2,140



(45
)








2,095Non-current assetsProperty, plant and equipment



8,063



78


(a,d,g,i)






8,141


Property, plant and equipmentInvestments



4,938



(45
)

(o)


(4,893
)












1,051



1,051


Investments in equity-accounted investees









3,842



3,842


Available-for-sale investmentsOther assets



363



(60
)

(b,e)






303


Other assetsIntangible assets



18









97



115


Intangible assetsGoodwill



97









(97
)


$
15,619


$
(72
)



$



$
15,547


Total AssetsLiabilities




















LiabilitiesCurrent liabilities




















Current liabilitiesShort-term debt and current portion of
    long-term debt


$
1,871


$





$



$
1,871


Short-term debt and current portion of long-term debtPayables and accrued charges



1,246



(48
)

(c,d,e)






1,198


Payables and accrued chargesCurrent portion of derivative instrument
    liabilities



75













75


Current portion of derivative instrument liabilities3,192



(48
)








3,144Non-current liabilitiesLong-term debt



3,707













3,707


Long-term debtDerivative instrument liabilities



204













204


Derivative instrument liabilitiesFuture income tax liabilities



1,078



(341
)

(e)






737


Deferred income tax liabilitiesAccrued pension and other post-retirement
    benefits



299



169


(b)






468


Accrued pension and other post-retirement benefitsAccrued environmental costs and asset
    retirement obligations



330



125


(d)






455


Asset retirement obligations and accrued environmental costsOther non-current liabilities and deferred
    credits



5



142


(e)






147


Other non-current liabilities and deferred credits8,815



47









8,862


Total LiabilitiesShareholders Equity




















Shareholders EquityShare capital



1,431













1,431


Share capitalContributed surplus



160



148


(e)






308


Contributed surplusAccumulated other comprehensive income



2,244



150


(e)






2,394


Accumulated other comprehensive incomeRetained earnings



2,969



(417
)








2,552


Retained earnings6,804



(119
)








6,685


Total Shareholders Equity$
15,619


$
(72
)



$



$
15,547


Total Liabilities and Shareholders Equity      PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  47




---



##### Table of Contents



Adjustments
    to Consolidated Statement of Financial
    Position    as at January 1, 2010
  IFRS




IFRSCanadian


Adjust-


Ref-

Reclass-Canadian GAAP Accounts


GAAP


ments


erence

ifications


IFRS


IFRS AccountsAssets




















AssetsCurrent assets




















Current assetsCash and cash equivalents


$
385


$





$



$
385


Cash and cash equivalentsReceivables



1,138



76


(e)






1,214


ReceivablesInventories



624













624


InventoriesPrepaid expenses and other current assets



125



(56
)

(e)






69


Prepaid expenses and other current assets2,272



20









2,292Non-current assetsProperty, plant and equipment



6,413



31


(a,d,g,i)






6,444


Property, plant and equipmentInvestments



3,760



(45
)

(o)


(3,715
)


955



955


Investments in equity-accounted investees









2,760



2,760


Available-for-sale investmentsOther assets



360



(86
)

(b,e)






274


Other assetsIntangible assets



20









97



117


Intangible assetsGoodwill



97









(97
)


$
12,922


$
(80
)



$



$
12,842


Total AssetsLiabilities




















LiabilitiesCurrent liabilities




















Current liabilitiesShort-term debt and current portion of long-term debt


$
729


$





$



$
729


Short-term debt and current portion of long-term debtPayables and accrued charges



796



21


(c,d,e)






817


Payables and accrued chargesCurrent portion of derivative instrument liabilities



52













52


Current portion of derivative instrument liabilities1,577



21









1,598Non-current liabilitiesLong-term debt



3,319













3,319


Long-term debtDerivative instrument liabilities



123













123


Derivative instrument liabilitiesFuture income tax liabilities



963



(320
)

(e)






643


Deferred income tax liabilitiesAccrued pension and other post-retirement benefits



281



174


(b)






455


Accrued pension and other post-retirement benefitsAccrued environmental costs and asset retirement obligations



215



85


(d)






300


Asset retirement obligations and accrued environmental costsOther non-current liabilities and deferred credits



4



95


(e)






99


Other non-current liabilities and deferred credits6,482



55









6,537


Total LiabilitiesShareholders Equity




















Shareholders EquityShare capital



1,430













1,430


Share capitalContributed surplus



150



123


(e)






273


Contributed surplusAccumulated other comprehensive income



1,649



149


(e)






1,798


Accumulated other comprehensive incomeRetained earnings



3,211



(407
)








2,804


Retained earnings6,440



(135
)








6,305


Total Shareholders Equity$
12,922


$
(80
)



$



$
12,842


Total Liabilities and Shareholders Equity      48 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




---



##### Table of Contents



Adjustments
    to Consolidated Statement of Income    Year
    Ended December 31, 2010
  IFRS




IFRSCanadian


Adjust-


Ref-

Reclass-Canadian GAAP Accounts


GAAP


ments


erence

ifications


IFRS


IFRS AccountsSales


$
6,539


$





$



$
6,539


SalesFreight



(336
)








(152
)


(488
)

Freight, transportation and distributionTransportation and distribution



(152
)








152



Cost of goods sold



(3,426
)


65


(a,b,c,d,g,i)






(3,361
)

Cost of goods soldGross Margin



2,625



65









2,690


Gross MarginSelling and administrative



(228
)





(b,c,d)






(228
)

Selling and administrativeProvincial mining and other taxes



(77
)












(77
)

Provincial mining and other taxesForeign exchange loss



(17
)












(17
)

Foreign exchange loss









174



174


Share of earnings of equity investees









163



163


Dividend incomeOther income



245



(16
)

(a,g)


(211
)


18


Other income









(126
)


(126
)

Other expensesOperating Income



2,548



49









2,597


Operating IncomeInterest Expense



(99
)


(42
)

(d,e,i)






(141
)

Finance CostsIncome Before Income Taxes



2,449



7









2,456


Income Before Income TaxesIncome Taxes



(643
)


(38
)

(e)






(681
)

Income TaxesNet Income


$
1,806


$
(31
)



$



$
1,775


Net IncomeNet Income per Share




















Net Income per ShareBasic


$
2.04


$
(0.04
)



$



$
2.00


BasicDiluted


$
1.98


$
(0.03
)



$



$
1.95


DilutedDividends per Share


$
0.13


$





$



$
0.13


Dividends per Share      PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  49




---



##### Table of Contents



Additional Annual
    Disclosures under IFRS
    Property,
    Plant and Equipment
  MineLand and


Buildings and


Machinery and


Development


Assets UnderImprovements


Improvements


Equipment


Costs


Construction


TotalBalance at January 1, 2010 comprised of:Cost


$
356


$
911


$
5,540


$
400


$
2,087


$
9,294Accumulated depreciation



(76
)


(235
)


(2,307
)


(232
)






(2,850
)Net book value


$
280


$
676


$
3,233


$
168


$
2,087


$
6,444Net book value    January 1, 2010


$
280


$
676


$
3,233


$
168


$
2,087


$
6,444Impairment losses











(2
)










(2
)Additions



2



12



156



82



1,926



2,178Disposals







(3
)


(22
)










(25
)Transfers



59



595



1,322



67



(2,043
)


Depreciation



(9
)


(32
)


(356
)


(57
)






(454
)Net book value    December 31, 2010


$
332


$
1,248


$
4,331


$
260


$
1,970


$
8,141Balance at December 31, 2010 comprised of:Cost


$
417


$
1,513


$
6,864


$
548


$
1,970


$
11,312Accumulated depreciation



(85
)


(265
)


(2,533
)


(288
)






(3,171
)Net book value


$
332


$
1,248


$
4,331


$
260


$
1,970


$
8,141        Pension
    and Other Post-Retirement Benefits
  Defined Benefit
    Plans
   Pension


OtherService cost for benefits earned during the year


$
(20
)

$
(7
)Interest cost on projected benefit obligations



(47
)


(16
)Expected return on plan assets



47



Past service costs







1Plan settlements and curtailments



1



Total recognized in income


$
(19
)

$
(22
)      50 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




---



##### Table of Contents



Pension


OtherActuarial (loss) on obligations


$
(66
)

$
(7
)Actuarial gain on plan assets



37



Total (loss) recognized in other comprehensive income


$
(29
)

$
(7
)          December 31, 2010


January 1, 2010Pension


Other


Total


Pension


Other


TotalPresent value of defined benefit obligations


$
(893
)

$
(298
)

$
(1,191
)

$
(792
)

$
(276
)

$
(1,068
)Fair value of plan assets



753







753



649







649Funded status



(140
)


(298
)


(438
)


(143
)


(276
)


(419
)Past service costs not recognized in statement of financial
    position







(13
)


(13
)






(15
)


(15
)Accrued pension and other post-retirement benefit liabilities


$
(140
)

$
(311
)

$
(451
)

$
(143
)

$
(291
)

$
(434
)    Provisions
    for Asset Retirement, Environmental and Other
    Obligations
  AssetRetirement


Environmental


OtherObligations


Restoration


Matters


TotalBalance    January 1, 2010


$
(309
)

$
(31
)

$
(2
)

$
(342
)(Charged) credited to income:Additional provisions



(51
)


(3
)


(5
)


(59
)Unwinding of discount



(11
)










(11
)Capitalized to property, plant and equipment



(107
)










(107
)Incurred during period



24



9



2



35Exchange differences



(2
)










(2
)Balance    December 31, 2010


$
(456
)

$
(25
)

$
(5
)

$
(486
)       December 31,Statements of Financial Position
    Location

2010Current liabilities


Payables and accrued charges

$
(31
)Non-current liabilities


Asset retirement obligations and accrued environmental costs


(455
)$
(486
)      PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  51




---



##### Table of Contents



Item 2. Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations
 Form 10-K,
  Adoption
    of International Financial Reporting Standards
    (IFRS)
 10-Q Form 10-Q,
  Form 10-Q
    PotashCorp
    and Our Business Environment
       PotashCorp
    Strategy
       52 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




---



##### Table of Contents



Key
    Performance Drivers    Performance Compared to
    Goals
   Representative


PerformanceGoal


2011 Annual Target


to March 31, 2011Achieve 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 32 percent below the
    2008 annual level for the first three months of 2011. It was
    53 percent below the 2008 annual level for the first three
    months of 2010 and 62 percent below the 2008 annual level
    by the end of 2010.Achieve no damage to the environment.


Reduce total reportable releases, permit excursions and spills
    by 10 percent from 2010 levels.


Annualized total reportable releases, permit excursions and
    spills were down 60 percent during the first three months
    of 2011 compared to 2010 annual levels. Compared to the first
    three months of 2010, total reportable releases, permit
    excursions and spills were down 67 percent.Create superior long-term shareholder value.


Exceed total shareholder return performance for our sector and
    the DAXglobal Agribusiness Index for 2011.


PotashCorps total shareholder return was 14 percent
    in the first three months of 2011 compared to our sectors
    weighted average return (based on market capitalization) of NIL
    percent and the DAXglobal Agribusiness Index weighted average
    return (based on market capitalization) of 5 percent.    Financial
    Overview
  Form 10-Q.
    Earnings
    Guidance    First Quarter 2011
  Company Guidance

Actual ResultsEarnings per share


$0.70  $0.90

$0.84Effective tax rate, including discrete items


25%  27%

25%    Overview of
    Actual Results
  Operations
  Three Months Ended March 31%Dollars (millions) 
    except per-share amounts

2011


2010


Change


ChangeSales


2,204



1,714



490



29Gross Margin


1,096



729



367



50Operating Income


1,025



666



359



54Net Income


732



444



288



65Net Income Per Share    Diluted


0.84



0.49



0.35



71Other Comprehensive (Loss) Income


(246
)


81



(327
)


n/m        PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  53




---



##### Table of Contents



54 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




---



##### Table of Contents



Balance
    Sheet
  
  Available-for-sale
      Operating Segment
    Review
    PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  55




---



##### Table of Contents



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


Tonnes (thousands)


Average per
    Tonne(1)2011


2010


% Change


2011


2010


% Change


2011


2010


% ChangeSales

$
1,109


$
892



24Freight, transportation and distribution


(83
)


(96
)


(14
)Net sales

$
1,026


$
796



29Manufactured productNet salesNorth America

$
466


$
450



4



1,092



1,266



(14
)

$
427


$
355



20Offshore


555



342



62



1,696



1,198



42


$
327


$
285



151,021



792



29



2,788



2,464



13


$
366


$
321



14Cost of goods sold


(280
)


(260
)


8














$
(100
)

$
(105
)


(5
)Gross margin


741



532



39














$
266


$
216



23Other miscellaneous and purchased productNet sales


5



4



25Cost of goods sold


(3
)


(6
)


(50
)Gross margin


2



(2
)


n/mGross Margin

$
743


$
530



40














$
266


$
215



24    (1)

    Rounding differences may occur due to the use of whole dollars
    in per-tonne calculations.    Potash gross margin
    variance attributable to:
  Three Months Ended March 312011 vs. 2010Change inPrices/CostsChange in





Cost ofDollars (millions)


Sales Volumes


Net Sales


Goods Sold


TotalManufactured productNorth America


$
(51
)

$
78


$
14


$
41Offshore



107



71



(10
)


168Change in market mix



27



(24
)


(3
)


Total manufactured product


$
83


$
125


$
1


$
209Other miscellaneous and purchased product















4Total














$
213     56 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




---



##### Table of Contents



PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  57




---



##### Table of Contents



(1)
  (1)
  Net Sales Prices



Sales Volumes



Cost of Goods Soldáá

The higher average realized price for the quarter reflected new pricing levels announced in late 2010 and early 2011.Canpotex signed an agreement with China for the first half of 2011 at prices approximately $50 per tonne higher than the 2010 China contract.

ááâ

Strong sales pulled inventories down significantly despite near-record quarterly production.Record Canpotex shipments to offshore markets were the result of strong demand for potash due to high commodity prices and limited customer inventories. Latin American imports improved more than any other market due to low customer potash inventory and higher prices for a wide range of key crop commodities.North American volumes were down compared to the record volumes shipped in the first quarter of 2010, when the depleted supply chain absorbed 1.3 million tonnes.

ááââáâ

No shutdown cost incurred in 2011 (13 weeks taken in 2010) as facilities operated at or near their full capabilities.Royalty costs lower as 2010 included high royalty costs from opening inventory.The Canadian dollar strengthened relative to the US dollar.Depreciation costs increased due to higher asset levels associated with our mine expansion activity.North American cost of goods sold variance was positive as a lower percentage of products produced at higher-cost mines, or using higher-cost processes, was sold.Offshore cost of goods sold variance was negative due to more of that product coming from our higher-cost mines.          Three Months Ended March 312011


2010


Change


% ChangeAsia (excluding China and India)



45



51



(6
)


(12
)Latin America



27



19



8



42China



16



16







India



7



7







Oceania, Europe and Other



5



7



(2
)


(29
)100



100    58 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




---



##### Table of Contents



Phosphate
  Three Months Ended March 31Dollars (millions)


Tonnes (thousands)


Average per
    Tonne(1)2011


2010


% Change


2011


2010


% Change


2011


2010


% ChangeSales

$
549


$
401



37Freight, transportation and distribution


(43
)


(35
)


23Net sales

$
506


$
366



38Manufactured productNet salesFertilizer  liquids

$
170


$
81



110



349



248



41


$
488


$
328



49Fertilizer  solids


157



126



25



255



293



(13
)

$
616


$
428



44Feed


71



71







135



167



(19
)

$
525


$
426



23Industrial


101



82



23



154



152



1


$
654


$
540



21499



360



39



893



860



4


$
559


$
419



33Cost of goods sold


(353
)


(300
)


18














$
(396
)

$
(349
)


13Gross margin


146



60



143














$
163


$
70



133Other miscellaneous and purchased productNet sales


7



6



17Cost of goods sold


(3
)


(2
)


50Gross margin


4



4



Gross Margin

$
150


$
64



134














$
168


$
74



127    (1)

    Rounding differences may occur due to the use of whole dollars
    in per-tonne calculations.  Phosphate gross
    margin variance attributable to:
  Three Months Ended March 312011 vs. 2010Change inPrices/CostsChange in





Cost ofDollars (millions)


Sales Volumes


Net Sales


Goods Sold


TotalManufactured productFertilizer  liquids


$
20


$
56


$
(36
)

$
40Fertilizer  solids



(9
)


48



(14
)


25Feed



(7
)


13







6Industrial



2



18



(5
)


15Change in market mix



9



(9
)






Total manufactured product


$
15


$
126


$
(55
)

$
86Other miscellaneous and purchased product















Total














$
86     PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  59




---



##### Table of Contents



(1)
  (1)
  Net Sales Prices



Sales Volumes



Cost of Goods Soldáááá

Robust agricultural fundamentals, historically low inventories at the start of the quarter and higher input prices helped push up prices for all phosphate products.The largest price increases were evident in liquid and solid fertilizers, which rose on strong agricultural fundamentals and higher production costs.Prices for feed products increased less rapidly than fertilizer prices as a result of challenging livestock feed economics.Industrial prices rose as these products include certain longer-term contracts that lag current market conditions.

áâ â

Liquid fertilizer grew as we allocated more production to capitalize on the higher-margin opportunity in this product line.Sales of solid, feed and industrial products were limited due to the allocation of more production to liquid fertilizer.Demand for feed products was also impacted by higher grain prices which increased the use of substitute feed ingredients.

âââ

Costs were impacted by higher sulfur costs (up 85 percent).Solid fertilizer costs also reflected higher ammonia costs (up 25 percent).Liquid fertilizer costs were higher than solid fertilizer due to a higher allocation of fixed costs (a result of increasing liquid fertilizer production volumes and decreasing or flat volumes for the other products).    60 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




---



##### Table of Contents



Nitrogen
  Three Months Ended March 31Dollars (millions)


Tonnes (thousands)


Average per
    Tonne(1)2011


2010


% Change


2011


2010


% Change


2011


2010


% ChangeSales

$
546


$
421



30Freight, transportation and distribution


(23
)


(24
)


(4
)Net sales

$
523


$
397



32Manufactured productNet salesAmmonia

$
244


$
147



66



514



430



20


$
474


$
343



38Urea


138



121



14



331



344



(4
)

$
416


$
351



19Nitrogen solutions/Nitric acid/Ammonium nitrate


112



99



13



495



548



(10
)

$
226


$
180



26494



367



35



1,340



1,322



1


$
368


$
278



32Cost of goods sold


(299
)


(239
)


25














$
(222
)

$
(181
)


23Gross margin


195



128



52














$
146


$
97



51Other miscellaneous and purchased productNet sales


29



30



(3
)Cost of goods sold


(21
)


(23
)


(9
)Gross margin


8



7



14Gross Margin

$
203


$
135



50














$
151


$
102



48    (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 312011 vs. 2010Change inPrices/CostsChange in





Cost ofDollars (millions)


Sales Volumes


Net Sales


Goods Sold


TotalManufactured productAmmonia


$
16


$
67


$
(31
)

$
52Urea



(3
)


22



(6
)


13Solutions, NA, AN







23



(12
)


11Hedge











(9
)


(9
)Change in market mix



(10
)


10







Total manufactured product


$
3


$
122


$
(58
)

$
67Other miscellaneous and purchased product















1Total














$
68     PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  61




---



##### Table of Contents



Sales Tonnes (Thousands)


Price per Tonne2011


2010


2011


2010Fertilizer



388



498


$
371


$
259Feed



8



8


$
490


$
419Industrial



944



816


$
366


$
2871,340



1,322


$
368


$
278    (1)
  (1)
  Net Sales Prices



Sales Volumes



Cost of Goods Soldá

Realized prices increased as a result of tight global supplies
    for ammonia and nitrogen solutions, higher production costs in
    key producing regions (Ukraine and Western Europe) and stronger
    agricultural and industrial demand than in 2010.

á

Ammonia sales rose as a greater percentage of our production was
    allocated to this higher-margin product to meet strong
    industrial and agricultural demand, limiting production of
    downstream products.

â

Average natural gas costs in production, including hedge,
    increased 19 percent. Natural gas costs in Trinidad
    production rose 42 percent (contract price indexed, in
    part, to ammonia prices) while our US spot costs for natural gas
    used in production decreased 21 percent. Including hedge
    losses, US gas prices decreased 4 percent.    62 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




---



##### Table of Contents



Expenses and
    Other Income
  Three Months Ended March 31Dollars (millions)


2011


2010


Change


% ChangeSelling and administrative



(75
)


(60
)


(15
)


25Provincial mining and other taxes



(34
)


(23
)


(11
)


48Foreign exchange loss



(8
)


(8
)






Share of earnings of equity-accounted investees



51



26



25



96Other (expenses) income



(5
)


2



(7
)


n/mFinance costs



(50
)


(31
)


(19
)


61Income taxes



(243
)


(191
)


(52
)


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


2011


2010


Change


% ChangeLong-term debt obligations, including current portionWeighted average outstanding


$
4,358


$
3,524


$
834



24Weighted average effective interest rate



5.5%



5.5%







Short-term debt obligationsWeighted average outstanding


$
1,106


$
614


$
492



80Weighted average effective interest rate



0.4%



0.5%



(0.1
)%


(20
)Total debt obligationsWeighted average outstanding


$
5,464


$
4,138


$
1,326



32Weighted average effective interest rate



4.5%



4.8%



(0.3
)%


(6
)      PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  63




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##### Table of Contents



Liquidity
    and Capital Resources
  Cash
    Requirements
  Contractual
    Obligations and Other Commitments
    March 31, 2011Payments Due By PeriodDollars (millions)


Total


Within 1 year


1 to 3 years


3 to 5 years


Over 5 yearsLong-term debt obligations


$
4,358


$
607


$
251


$
1,000


$
2,500Estimated interest payments on long-term debt obligations



2,453



215



370



304



1,564Operating leases



571



90



164



136



181Purchase commitments



728



366



132



106



124Capital commitments



483



364



119







Other commitments



105



47



31



8



19Asset retirement obligations and other environmental costs



515



27



48



35



405Other long-term liabilities



1,636



173



214



124



1,125Total


$
10,849


$
1,889


$
1,329


$
1,713


$
5,918    Capital
    Expenditures
      Expected
    Completion(1)

ForecastedCDN Dollars (millions)


2011 Forecast


Total Forecast


Started


(Description)

Remaining SpendingAllan, Saskatchewan


$
240


$
550



2008


2012 (general expansion)

$
70Cory, Saskatchewan


$
210


$
1,630



2007


2012 (general expansion)

$
20Picadilly, New Brunswick


$
320


$
1,660



2007


2012 (mine shaft and mill)

$
360Rocanville, Saskatchewan


$
790


$
2,800



2008


2014 (mine shaft and mill)

$
1,190    (1)

    Excludes
    ramp-up
    time. We expect these projects will be fully ramped up by the
    end of 2015, provided market conditions warrant.    64 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




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##### Table of Contents



Sources and Uses
    of Cash
    Three Months Ended March 31Dollars (millions)


2011


2010


Change


% ChangeCash provided by operating activities


$
690


$
811


$
(121
)


(15
)Cash used in investing activities



(441
)


(913
)


472



(52
)Cash (used in) provided by financing activities



(263
)


16



(279
)


n/m        Dollars (millions)  except
    ratio amounts


March 31,
    2011


December 31, 2010


Change


% ChangeCurrent assets


$
2,381


$
2,095


$
286



14Current liabilities


$
(3,016
)

$
(3,144
)

$
128



(4
)Working capital


$
(635
)

$
(1,049
)

$
414



(39
)Current ratio



0.79



0.67



0.12



18              Principal Debt
    Instruments
  March 31, 2011Total


Amount Outstanding


AmountDollars (millions)


Amount


and Committed


AvailableCredit
    facilities(1)


$
3,250


$
1,021


$
2,229Line of credit



75



23
(2)


52    (1)
    
    In March 2011, the company
    established a commercial paper program in the US. The authorized
    amount under the companys commercial paper programs in
    Canada and the US is $1,500 million in the aggregate. The
    amounts available under the commercial paper programs are
    limited to the availability of backup funds under the credit
    facilities. Included in the amount outstanding and committed is
    $1,021 million of commercial paper. Per the terms of the
    agreements, the commercial paper outstanding and committed, as
    applicable under the Canadian program, 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.      PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  65




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##### Table of Contents



same-day and/or P-2 A-2
        Outstanding Share
    Data
    Off-Balance Sheet
    Arrangements
  Form 10-Q
  Quarterly
    Financial Highlights
  Dollars (millions) 


March 31,


December 31,


September 30,


June 30,


March 31,


December 31,


September 30,


June 30,except per-share amounts


2011


2010


2010


2010


2010


2009(1)


2009(1)


2009(1)Sales


$
2,204


$
1,813


$
1,575


$
1,437


$
1,714


$
1,099


$
1,099


$
856Gross margin



1,096



826



550



585



729



273



345



169Net income



732



508



343



480



444



239



248



186Net income per share  basic



0.86



0.58



0.39



0.54



0.50



0.27



0.28



0.21Net income per share  diluted



0.84



0.56



0.38



0.53



0.49



0.26



0.27



0.20    (1)
    
    As we adopted IFRS with effect from
    January 1, 2010, our 2009 quarterly information is
    presented on a Canadian GAAP basis. Accordingly, our quarterly
    information for 2011 and 2010 may not be comparable to that
    for 2009.  66 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




---



##### Table of Contents



Related
    Party Transactions
   Critical
    Accounting Estimates
 Form 10-Q.
      Recent
    Accounting Changes
 Form 10-Q
  Form 10-Q.
  Risk
    Management
   and/or
  Form 10-K.
  PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  67




---



##### Table of Contents



Outlook
   $7-per-bushel
            68 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




---



##### Table of Contents



Forward-Looking
    Statements
 Form 10-Q, Form 10-Q, Form 10-K
  Item 3. Quantitative
    and Qualitative Disclosures About Market Risk
 Form 10-Q.
  PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  69




---



##### Table of Contents



Item 4. Controls
    and Procedures
 Securities Exchange Act of 1934
    70 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




---



##### Table of Contents



Part II.
    Other Information
   Item 1. Legal
    Proceedings
 Form 10-Q.
  Item 5. Other
    Information
  Mine Safety
    Practices
     Section 1503
    of Dodd-Frank Wall Street Reform and Consumer Protection Act:
    Reporting Requirements Regarding Coal or Other Mine
    Safety
 ,
  Aurora,


Weeping


WhiteNorth


Water,


Springs,Three Months Ended March 31,
    2011

Carolina


Nebraska


Florida(a)

the total number of alleged violations of mandatory health or
    safety standards that could significantly or substantially
    contribute to the cause and effect of a coal or other mine
    safety or health hazard under Section 104 of the Mine
    Safety and Health Act of 1977 (Act) for which a
    citation was received from the Mine Safety and Health
    Administration (MSHA);


12



0



0(b)

the total number of orders issued under section 104(b) of
    the Act;


0



0



0(c)

the total number of citations received and orders issued under
    section 104(d) of the Act for alleged unwarrantable
    failures of the company to comply with mandatory health or
    safety standards;


0



0



0(d)

the total number of alleged flagrant violations under
    section 110(b)(2) of the Act;


0



0



0(e)

the total number of imminent danger orders issued under
    section 107(a) of the Act;


1



0



0(f)

the total dollar value of proposed assessments from the MHSA
    under the Act;


$13,295.00



$0.00



$0.00(g)

the total number of mining-related fatalities; and


1



0



0(h)

the total number of legal actions pending before the Federal
    Mine Safety and Health Review Commission as of March 31,
    2011.


1



1



2        PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  71




---



##### Table of Contents



Item 6. Exhibits
  (a)
    Exhibits Incorporated by ReferenceExhibit






Filing Date/Period

Exhibit NumberNumber

Description of Document


Form

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



9/30/20014(b)

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



10-Q



9/30/20034(c)

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



8-K



9/24/20044(d)

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



8-K



9/22/2005



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



44(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)4(q)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 3.25% Notes due December
    1, 2017.



8-K



11/29/2010



4
(a)4(r)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 5.625% Notes due December
    1, 2040.



8-K



11/29/2010



4
(b)     72 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




---



##### Table of Contents



Incorporated By ReferenceExhibit






Filing Date/Period

Exhibit NumberNumber

Description of Document


Form

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
)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 1,
    2000, as amended.


10-Q


9/30/200910(n)

Resolution and Forms of Agreement for Supplemental Executive
    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 Executive Retirement Income
    Plan of the registrant and text of amendment to existing
    supplemental income plan agreements.


10-Q


9/30/2000



10(mm
)10(q)

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


10-K


12/31/2008



10(r
)  PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  73




---



##### Table of Contents



Incorporated By ReferenceExhibit






Filing Date/Period

Exhibit NumberNumber

Description of Document


Form

End Date

(if different)10(r)

Amendment, dated December 29, 2010, to the amended and restated
    Supplemental Executive Retirement Income Plan.


10-K


12/31/201010(s)

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


10-K


12/31/2002



10(cc
)10(t)

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


10-K


12/31/2006



10(s
)10(u)

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


10-K


12/31/200810(v)

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


10-K


12/31/200810(w)

Amendment, dated February 23, 2009, to the amended and restated
    agreement dated August 2, 1996, between the registrant and Wayne
    R. Brownlee concerning the Supplemental Executive Retirement
    Income Plan.


10-K


12/31/200810(x)

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


10-K


12/31/200810(y)

Amendment, dated December 29, 2010, to the amended and restated
    agreement, dated February 20, 2007, between the registrant and
    William J. Doyle concerning the Supplemental Executive
    Retirement Income Plan.


10-K


12/31/201010(z)

Amendment, dated December 29, 2010, to the amended and restated
    agreement, dated August 2, 1996, between the registrant and
    Wayne R. Brownlee concerning the Supplemental Executive
    Retirement Income Plan.


10-K


12/31/201010(aa)

Amendment, dated December 29, 2010, to the amended and restated
    agreement, dated August 2, 1996, between the registrant and
    Garth W. Moore concerning the Supplemental Executive Retirement
    Income Plan.


10-K


12/31/201010(bb)

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


10-Q


6/30/2002



10(aa
)10(cc)

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


10-K


12/31/2008



10(z
)10(dd)

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


10-K


12/31/2008



10(aa
)10(ee)

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


10-K


12/31/1995



10(p
)10(ff)

Amendment, dated December 31, 2010, to the Agreement, dated
    December 30, 1994 between the registrant and William J.
    Doyle.


10-K


12/31/201010(gg)

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(hh)

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


10-K


12/31/2000



10(ii
)10(ii)

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


10-Q


6/30/200410(jj)

Chief Executive Officer Medical and Dental Benefits.


10-K


12/31/201010(kk)

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


10-Q


3/31/2008



10(bb
)10(ll)

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


10-K


12/31/2008



10(jj
)  74 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




---



##### Table of Contents



Incorporated By ReferenceExhibit






Filing Date/Period

Exhibit NumberNumber

Description of Document


Form

End Date

(if different)10(mm)

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


10-K


12/31/2006



10(cc
)10(nn)

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


10-K


12/31/2006



10(dd
)10(oo)

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


10-Q


3/31/2007



10(ee
)10(pp)

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


10-Q


3/31/2008



10(ff
)10(qq)

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


10-Q


3/31/2009



10(mm
)10(rr)

Potash Corporation of Saskatchewan Inc. 2010 Performance Option
    Plan and Form of Option Agreement.


8-K


5/7/2010



10.110(ss)

Medium-Term Incentive Plan of the registrant effective January
    1, 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.   PotashCorp 2011 First Quarter
    Quarterly Report on Form 10-Q  75




---



##### Table of Contents



Signatures
        May 6, 2011
  By:
    /s/  JOSEPH
    PODWIKA   Senior Vice President, General Counsel and Secretary
  May 6, 2011
  By:
    /s/  WAYNE
    R. BROWNLEE   Executive Vice President, Treasurer and
 Chief Financial Officer
 (Principal Financial and Accounting Officer)
  76 PotashCorp
    2011 First Quarter Quarterly Report on Form 10-Q




---



##### Table of Contents



EXHIBIT INDEX
  Incorporated by ReferenceExhibit






Filing Date/Period

Exhibit NumberNumber

Description of Document


Form

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



9/30/20014(b)

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



10-Q



9/30/20034(c)

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



8-K



9/24/20044(d)

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



8-K



9/22/2005



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



44(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)4(q)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 3.25% Notes due December
    1, 2017.



8-K



11/29/2010



4
(a)4(r)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 5.625% Notes due December
    1, 2040.



8-K



11/29/2010



4
(b)




---



##### Table of Contents



Incorporated By ReferenceExhibit






Filing Date/Period

Exhibit NumberNumber

Description of Document


Form

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
)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 1,
    2000, as amended.


10-Q


9/30/200910(n)

Resolution and Forms of Agreement for Supplemental Executive
    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 Executive Retirement Income
    Plan of the registrant and text of amendment to existing
    supplemental income plan agreements.


10-Q


9/30/2000



10(mm
)10(q)

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


10-K


12/31/2008



10(r
)




---



##### Table of Contents



Incorporated By ReferenceExhibit






Filing Date/Period

Exhibit NumberNumber

Description of Document


Form

End Date

(if different)10(r)

Amendment, dated December 29, 2010, to the amended and restated
    Supplemental Executive Retirement Income Plan.


10-K


12/31/201010(s)

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


10-K


12/31/2002



10(cc
)10(t)

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


10-K


12/31/2006



10(s
)10(u)

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


10-K


12/31/200810(v)

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


10-K


12/31/200810(w)

Amendment, dated February 23, 2009, to the amended and restated
    agreement dated August 2, 1996, between the registrant and Wayne
    R. Brownlee concerning the Supplemental Executive Retirement
    Income Plan.


10-K


12/31/200810(x)

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


10-K


12/31/200810(y)

Amendment, dated December 29, 2010, to the amended and restated
    agreement, dated February 20, 2007, between the registrant and
    William J. Doyle concerning the Supplemental Executive
    Retirement Income Plan.


10-K


12/31/201010(z)

Amendment, dated December 29, 2010, to the amended and restated
    agreement, dated August 2, 1996, between the registrant and
    Wayne R. Brownlee concerning the Supplemental Executive
    Retirement Income Plan.


10-K


12/31/201010(aa)

Amendment, dated December 29, 2010, to the amended and restated
    agreement, dated August 2, 1996, between the registrant and
    Garth W. Moore concerning the Supplemental Executive Retirement
    Income Plan.


10-K


12/31/201010(bb)

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


10-Q


6/30/2002



10(aa
)10(cc)

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


10-K


12/31/2008



10(z
)10(dd)

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


10-K


12/31/2008



10(aa
)10(ee)

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


10-K


12/31/1995



10(p
)10(ff)

Amendment, dated December 31, 2010, to the Agreement, dated
    December 30, 1994 between the registrant and William J.
    Doyle.


10-K


12/31/201010(gg)

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(hh)

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


10-K


12/31/2000



10(ii
)10(ii)

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


10-Q


6/30/200410(jj)

Chief Executive Officer Medical and Dental Benefits.


10-K


12/31/201010(kk)

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


10-Q


3/31/2008



10(bb
)10(ll)

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


10-K


12/31/2008



10(jj
)




---



##### Table of Contents



Incorporated By ReferenceExhibit






Filing Date/Period

Exhibit NumberNumber

Description of Document


Form

End Date

(if different)10(mm)

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


10-K


12/31/2006



10(cc
)10(nn)

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


10-K


12/31/2006



10(dd
)10(oo)

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


10-Q


3/31/2007



10(ee
)10(pp)

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


10-Q


3/31/2008



10(ff
)10(qq)

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


10-Q


3/31/2009



10(mm
)10(rr)

Potash Corporation of Saskatchewan Inc. 2010 Performance Option
    Plan and Form of Option Agreement.


8-K


5/7/2010



10.110(ss)

Medium-Term Incentive Plan of the registrant effective January
    1, 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.