##### Table of Contents





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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Quarterly Period Ended March 31, 2008ORo

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

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

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

S7K 7G3Saskatoon, Saskatchewan, Canada

(Zip Code)(Address of principal executive offices)   306-933-8500
 (Registrants telephone number, including area code)
    þ o
  Rule 12b-2
  Large accelerated filer

þ

Accelerated filer

oNon-accelerated filer

o

Smaller reporting company

o
   Rule 12b-2).
  o þ




---





TABLE OF CONTENTS  PART I. FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTSExhibit 10(bb)Exhibit 10(ff)Exhibit 11Exhibit 31(a)Exhibit 31(b)Exhibit 32    Table of Contents  
  PART I.  FINANCIAL
    INFORMATION
 
  ITEM 1.FINANCIAL
    STATEMENTS
  Potash
    Corporation of Saskatchewan Inc.
    Condensed Consolidated Statements of Financial Position
    (in millions of US dollars except share amounts)
    (unaudited)
  March 31,


December 31,2008


2007AssetsCurrent assetsCash and cash equivalents

$
364.6


$
719.5Accounts receivable


807.7



596.2Inventories (Note 2)


534.4



428.1Prepaid expenses and other current assets


58.6



36.7Current portion of derivative instrument assets


51.1



30.81,816.4



1,811.3Derivative instrument assets


129.4



104.2Property, plant and equipment


3,997.3



3,887.4Investments (Note 3)


3,947.2



3,581.5Other assets


217.4



210.7Intangible assets


23.3



24.5Goodwill


97.0



97.0$
10,228.0


$
9,716.6LiabilitiesCurrent liabilitiesShort-term debt

$
103.5


$
90.0Accounts payable and accrued charges


1,152.6



911.7Current portion of long-term debt


0.2



0.21,256.3



1,001.9Long-term debt


1,339.5



1,339.4Future income tax liability


1,015.5



988.1Accrued pension and other post-retirement benefits


249.1



244.8Accrued environmental costs and asset retirement obligations


120.2



121.0Other non-current liabilities and deferred credits


2.7



2.73,983.3



3,697.9Contingencies and Guarantees(Notes 14 and 15,
    respectively)Shareholders EquityShare capital (Note 5)


1,462.4



1,461.3Unlimited authorization of common shares without par value;
    issued and outstanding 313,608,196 and 316,411,209 at
    March 31, 2008 and December 31, 2007, respectivelyUnlimited authorization of first preferred shares; none
    outstandingContributed surplus


101.4



98.9Accumulated other comprehensive income


2,367.9



2,178.9Retained earnings


2,313.0



2,279.66,244.7



6,018.7$
10,228.0


$
9,716.6     2




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##### Table of Contents



Potash
    Corporation of Saskatchewan Inc.
    Condensed Consolidated Statements of Operations and Retained
    Earnings
    (in millions of US dollars except per-share amounts)
    (unaudited)
  Three Months EndedMarch 312008


2007Sales(Note 9)

$
1,890.6


$
1,154.7Less: Freight


102.4



81.9Transportation and distribution


32.3



31.0Cost of goods sold


899.9



672.1Gross Margin


856.0



369.7Selling and administrative


47.2



40.6Provincial mining and other taxes


99.4



32.5Foreign exchange (gain) loss


(27.7
)


2.0Other income (Note 11)


(11.9
)


(13.7
)107.0



61.4Operating Income


749.0



308.3Interest Expense(Note 12)


11.2



25.5Income Before Income Taxes


737.8



282.8Income Taxes(Note 7)


171.8



84.8Net Income


566.0



198.0Retained Earnings, Beginning of Period


2,279.6



1,286.4Repurchase of Common Shares(Note 5)


(500.6
)


-Change in Accounting Policy


-



0.2Dividends


(32.0
)


(15.7
)Retained Earnings, End of Period

$
2,313.0


$
1,468.9Net Income Per Share(Note 8)Basic

$
1.79


$
0.63Diluted

$
1.74


$
0.62Dividends Per Share

$
0.10


$
0.05    3




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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 312008


2007Operating ActivitiesNet income

$
566.0


$
198.0Adjustments to reconcile net income to cash provided by
    operating activitiesDepreciation and amortization


79.9



72.7Stock-based compensation


2.8



2.7Loss (gain) on disposal of property, plant and equipment


0.1



(0.1
)Provision for auction rate securities


43.1



-Foreign exchange on future income tax


(4.7
)


2.7(Recovery of) provision for future income tax


(20.6
)


25.4Undistributed earnings of equity investees


(23.4
)


(13.0
)Gain on derivative instruments


(17.1
)


(6.3
)Other long-term liabilities


(0.6
)


0.9Subtotal of adjustments


59.5



85.0Changes in non-cash operating working capitalAccounts receivable


(211.4
)


(50.8
)Inventories


(123.1
)


(10.6
)Prepaid expenses and other current assets


(24.2
)


(11.4
)Accounts payable and accrued charges


175.5



109.4Subtotal of changes in non-cash operating working capital


(183.2
)


36.6Cash provided by operating activities


442.3



319.6Investing ActivitiesAdditions to property, plant and equipment


(196.5
)


(109.0
)Purchase of long-term investments


(174.5
)


(9.7
)Proceeds from disposal of property, plant and equipment


0.3



0.3Other assets and intangible assets


(4.0
)


(1.8
)Cash used in investing activities


(374.7
)


(120.2
)Cash before financing activities


67.6



199.4Financing ActivitiesRepayment and issue costs of long-term debt obligations


-



(3.4
)Proceeds from (repayment of) short-term debt obligations


13.5



(61.8
)Dividends


(31.8
)


(15.7
)Repurchase of common shares


(420.5
)


-Issuance of common shares


16.3



10.3Cash used in financing activities


(422.5
)


(70.6
)(Decrease) Increase in Cash and Cash Equivalents


(354.9
)


128.8Cash and Cash Equivalents, Beginning of Period


719.5



325.7Cash and Cash Equivalents, End of Period

$
364.6


$
454.5Cash and cash equivalents comprised of:Cash

$
71.5


$
17.7Short-term investments


293.1



436.8$
364.6


$
454.5Supplemental cash flow disclosureInterest paid

$
14.3


$
14.2Income taxes paid

$
158.5


$
32.1    4




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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, 2008Before





Net ofIncome


Income


IncomeTaxes


Taxes


TaxesNet income

$
737.8


$
171.8


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


179.4



30.4



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


63.0



18.9



44.1Reclassification to income of net gains on cash flow
    hedges(2)


(8.2
)


(2.5
)


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


1.6



-



1.6Other comprehensive income


235.8



46.8



189.0Comprehensive income

$
973.6


$
218.6


$
755.0Three Months EndedMarch 31, 2007Before





Net ofIncome


Income


IncomeTaxes


Taxes


TaxesNet income

$
282.8


$
84.8


$
198.0Other comprehensive incomeNet increase in unrealized gains on
    available-for-sale
    securities(1)


245.0



12.7



232.3Net gains on derivatives designated as cash flow
    hedges(2)


35.1



10.5



24.6Reclassification to income of net gains on cash flow
    hedges(2)


(17.2
)


(5.1
)


(12.1
)Unrealized foreign exchange gains on translation of
    self-sustaining foreign operations


4.6



-



4.6Other comprehensive income


267.5



18.1



249.4Comprehensive income

$
550.3


$
102.9


$
447.4   (1)
    
    Available-for-sale
    securities are comprised of shares in Israel Chemicals Ltd.,
    Sinofert Holdings Limited and investments in auction rate
    securities.(2)
    
    Cash flow hedges are comprised of
    natural gas derivative instruments. 5




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##### Table of Contents



Potash
    Corporation of Saskatchewan Inc.
    Condensed Consolidated Statement of Accumulated Other
    Comprehensive Income
    (in millions of US dollars)
    (unaudited)
  Net unrealized

Unrealizedgains on

foreign exchangeNet unrealized

derivatives

gains ongains on

designated as

self-sustainingavailable-for-sale

cash flow

foreign(Net of related income taxes)

securities

hedges

operations

TotalAccumulated other comprehensive income, December 31, 2007

$
2,098.7


$
73.5


$
6.7


$
2,178.9Increase for the three months ended
    March 31, 2008


149.0



38.4



1.6



189.0Accumulated other comprehensive income, March 31,
    2008

$
2,247.7


$
111.9


$
8.3



2,367.9Retained Earnings, March 31, 2008














2,313.0Accumulated other comprehensive income and retained earnings,
    March 31, 2008













$
4,680.9     6




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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, 2008
    (in millions of US dollars except share, per-share, percentage
    and ratio amounts)
 (unaudited)
  1.
    Significant
    Accounting Policies  Basis
    of Presentation
      Changes
    in Accounting Policies
  Inventories
    Recent
    Accounting Pronouncements
  Capital
    Disclosures
    Financial
    Instruments
   7




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##### Table of Contents



International
    Financial Reporting Standards
    Goodwill
    and Intangible Assets
    2.
    Inventories  March 31,


December 31,2008(1)


2007Finished products

$
286.3


$
186.6Intermediate products


75.5



70.7Raw materials


89.9



68.0Materials and supplies


82.7



102.8$
534.4


$
428.1   (1)
    
    See change in accounting policy
    (Note 1).    3.
    Investments    available-for-sale available-for-sale
 8




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##### Table of Contents



available-for-sale. other-than-temporary. other-than-temporary. available-for-sale other-than-temporarily
    4.
    Financial
    Instruments and Related Risk Management    Credit
    Risk
    March 31,2008Cash and cash equivalents

$
364.6Accounts receivable


807.7Derivative instrument assets


180.5Available-for-sale
    investmentsAuction rate securities


43.1       
    Acceptable minimum counterparty credit ratings relating to the
    natural gas derivative instrument assets
    Daily counterparty settlement on natural gas derivative
    instruments based on prescribed credit thresholds
    Exposure thresholds by counterparty on cash and cash equivalents 9




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##### Table of Contents



12-18 months.
      March 31,


December 31,US$ million

2008


20071-15 days

$
55.5


$
36.716-30 days


6.2



4.131-60 days


0.4



0.9Greater than 60 days


0.1



2.6$
62.2


$
44.3     As At and For the

As At and For theThree Months Ended

Year EndedMarch 31,

December 31,2008

2007Balance  beginning of period

$
5.9


$
4.7Provision for receivables impairment


0.3



1.9Receivables written off during the period as uncollectible


(0.1
)


(0.7
)Balance  end of period

$
6.1


$
5.9    10




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##### Table of Contents



Liquidity
    Risk
    March 31, 2008Total


Amount


Amount


AmountAmount


Outstanding


Committed


AvailableSyndicated credit facility

$
750.0


$
-


$
103.5


$
646.5Line of credit


75.0



-



23.2



51.8Commercial paper


750.0



103.5



-



646.5US shelf registrations


4,000.0



1,350.0



-



2,250.0
(1)   (1)
    
    $400.0 million of senior notes
    issued under one of the companys US shelf registration
    statements were repaid in full at maturity; no additional amount
    is available in respect of the principal of these senior notes.      CarryingAmount ofLiability atMarch 31,


Contractual


Within








Over2008


Cash Flows


1 year


1 to 3 years


3 to 5 years


5 yearsShort-term debt
    obligations(1)

$
103.5


$
104.1


$
104.1


$
-


$
-


$
-Accounts payable and accrued
    charges(2)


816.8



816.8



816.8



-



-



-Long-term debt
    obligations(1)


1,358.5



2,480.3



96.7



195.0



978.3



1,210.3Derivative financial instrument liabilitiesForeign currency forward contracts


4.4Outflow






238.7



238.7



-



-



-Inflow






(234.3
)


(234.3
)


-



-



-Natural gas non-hedging derivatives


0.3



0.3



0.3



-



-



-   (1)
    
    Contractual cash flows include
    contractual interest payments related to debt obligations.(2)
    
    Excludes taxes, deferred revenues
    and current portions of accrued environmental costs and asset
    retirement obligations and accrued pension and other
    post-retirement benefits. This also excludes derivative
    financial instrument liabilities which have been presented
    separately. 11




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##### Table of Contents



Market
    Risk
    Foreign
    Exchange Risk
      available-for-sale
    Foreign Exchange RiskCarrying Amount

5% increase

5% decreaseof Asset (Liability)

in US$

in US$at March 31,2008

Income

OCI

Income

OCICash and cash equivalents denominated in Canadian dollar

$
54.5


$
(2.7
)

$
-


$
2.7


$
-Available-for-sale
    investmentsIsrael Chemical Ltd. denominated in New Israeli Shekel


1,801.9



-



(90.1
)


-



90.1Sinofert Holdings Limited denominated in Hong Kong dollar


1,278.8



-



(63.9
)


-



63.9Derivative instrumentsForeign currency forward contracts


(4.4
)


(11.5
)


-



11.5



-   Interest
    Rate Risk
     12




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##### Table of Contents



Interest Rate RiskCarrying Amount

1% decrease in

1% increase inof Asset (Liability)

interest rates

interest ratesat March 31,2008

Income

OCI

Income

OCIFixed rate instrumentsLong-term debt
    obligations(1)

$
(1,352.6
)

$
-


$
-


$
-


$
-Variable rate instrumentsCash and cash equivalents


364.6



(3.6
)


-



3.6



-Available-for-sale
    investmentsAuction rate securities


43.1



(1.3
)


-



1.3



-Long-term debt obligations


(5.9
)


(0.1
)


-



0.1



-Short-term debt obligations


(103.5
)


(1.0
)


-



1.0



-   (1)
    
    The company does not account for
    any fixed rate debt through income. Therefore, changes in
    interest rates will not affect income or OCI related to this
    debt.  Price
    Risk
    available-for-sale
    Price RiskCarrying Amount

10% decrease

10% increaseof Asset (Liability)

in prices

in pricesat March 31,2008

Income

OCI

Income

OCIDerivative instrumentsNatural gas hedging
    derivatives(1)(2)

$
180.5


$
-


$
(76.7
)

$
-


$
76.7Natural gas non-hedging derivatives


(0.3
)


(0.2
)


-



0.2



-Available-for-sale
    investmentsIntercorporate investments


3,080.7



-



(308.1
)


-



308.1Auction rate
    securities(3)


43.1



n/a



n/a



n/a



n/a   (1)
    
    All hedge relationships are assumed
    to be fully effective for purposes of this analysis; therefore,
    no proportion of a change in price is assumed to impact net
    income.(2)
    
    As at March 31, 2008, the
    company had natural gas derivatives qualifying for hedge
    accounting in the form of swaps which represented a notional
    amount of 94.2 million MMBtu with maturities in 2009
    through 2018.(3)
    
    Due to the current lack of an
    active market for these securities, price sensitivities are not
    determinable. 13




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##### Table of Contents



Supplemental
    Disclosures
  held-for-trading
  5.
    Share
    Repurchase      6.
    Capital
    Disclosures      March 31,


December 31,2008


2007Short-term debt

$
103.5


$
90.0Current portion of long-term debt


0.2



0.2Long-term debt


1,339.5



1,339.4Total debt


1,443.2



1,429.6Less: cash and cash equivalents


364.6



719.5Net debt


1,078.6



710.1Shareholders equity


6,244.7



6,018.7Less: accumulated other comprehensive income


2,367.9



2,178.9Adjusted shareholders equity


3,876.8



3,839.8Adjusted
    capital(1)

$
4,955.4


$
4,549.9   (1)
    
    Adjusted capital = (total
    debt − cash and cash equivalents) +
    (shareholders equity − accumulated other
    comprehensive income)   14




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##### Table of Contents



As At or For the12 Months EndedMarch 31,


December 31,2008


2007Components of ratiosAdjusted EBITDA (twelve months ended)

$
2,397.3


$
1,906.3Net debt

$
1,078.6


$
710.1Adjusted interest expense (twelve months ended)

$
80.4


$
90.5Adjusted capital

$
4,955.4


$
4,549.9RatiosAdjusted EBITDA to adjusted interest
    expense(1)


29.8



21.1Net debt to adjusted
    EBITDA(2)


0.4



0.4Net debt to adjusted
    capital(3)


21.8%



15.6%   (1)
    
    Adjusted EBITDA to adjusted
    interest expense = adjusted EBITDA (twelve months ended) /
    adjusted interest expense (twelve months ended)(2)
    
    Net debt to adjusted EBITDA =
    (total debt − cash and cash equivalents) / adjusted
    EBITDA (twelve months ended)(3)
    
    Net debt to adjusted capital =
    (total debt − cash and cash equivalents) / (total
    debt − cash and cash equivalents + total
    shareholders equity − accumulated other
    comprehensive income)        Twelve














TwelveMonths Ended


Three Months Ended


Months EndedMarch 31,


March 31,


December 31,


September 30,


June 30,


December 31,2008


2008


2007


2007


2007


2007Net income

$
1,471.6


$
566.0


$
376.8


$
243.1


$
285.7


$
1,103.6Income taxes


503.2



171.8



65.2



150.4



115.8



416.2Interest expense


54.4



11.2



9.7



12.7



20.8



68.7Depreciation and amortization


298.5



79.9



75.0



69.5



74.1



291.3Provision for auction rate securities


69.6



43.1



26.5



-



-



26.5Adjusted EBITDA

$
2,397.3


$
872.0


$
553.2


$
475.7


$
496.4


$
1,906.3   Twelve














TwelveMonths Ended


Three Months Ended


Months EndedMarch 31,


March 31,


December 31,


September 30,


June 30,


December 31,2008


2008


2007


2007


2007


2007Interest expense

$
54.4


$
11.2


$
9.7


$
12.7


$
20.8


$
68.7Capitalized interest


26.0



8.4



7.3



5.7



4.6



21.8Adjusted interest expense

$
80.4


$
19.6


$
17.0


$
18.4


$
25.4


$
90.5  15




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##### Table of Contents



7.
    Income
    Taxes    
    A scheduled one and a half percentage point reduction in the
    Canadian federal income tax rate applicable to resource
    companies along with the elimination of the one percent surtax
    became effective at the beginning of 2008. This was offset by
    higher income taxes in the US.
    During the first quarter of 2008, an income tax recovery of
    $42.0 was recorded that related to an increase in permanent
    deductions in the US from prior years.
    The $25.3 gain recognized as a result of the change in fair
    value of the forward purchase contract for shares in Sinofert
    was not taxable.  8.
    Net
    Income Per Share      9.
    Segment
    Information    Three Months Ended March 31, 2008Potash


Nitrogen


Phosphate


All Others


ConsolidatedSales

$
796.2


$
581.2


$
513.2


$
-


$
1,890.6Freight


55.3



15.0



32.1



-



102.4Transportation and distribution


11.4



12.9



8.0



-



32.3Net sales  third party


729.5



553.3



473.1



-Cost of goods sold


214.9



367.9



317.1



-



899.9Gross margin


514.6



185.4



156.0



-



856.0Depreciation and amortization


22.8



22.6



32.6



1.9



79.9Inter-segment sales


-



42.0



4.2



-



-   Three Months Ended March 31, 2007Potash


Nitrogen


Phosphate


All Others


ConsolidatedSales

$
380.5


$
419.6


$
354.6


$
-


$
1,154.7Freight


43.5



11.3



27.1



-



81.9Transportation and distribution


9.6



13.6



7.8



-



31.0Net sales  third party


327.4



394.7



319.7



-Cost of goods sold


153.2



263.4



255.5



-



672.1Gross margin


174.2



131.3



64.2



-



369.7Depreciation and amortization


17.9



21.7



29.6



3.5



72.7Inter-segment sales


-



33.0



0.9



-



-  16




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##### Table of Contents



10.
    Pension
    and Other Post-Retirement Expenses  Three MonthsEnded March 31Defined Benefit Pension
    Plans

2008


2007Service cost

$
3.8


$
3.8Interest cost


10.0



9.1Expected return on plan assets


(13.0
)


(10.7
)Net amortization and change in valuation allowance


2.1



3.2Net expense

$
2.9


$
5.4   Three MonthsEnded March 31Other Post-Retirement
    Plans

2008


2007Service cost

$
1.4


$
1.4Interest cost


4.0



3.5Net amortization


0.1



0.2Net expense

$
5.5


$
5.1     11.
    Other
    Income  Three MonthsEnded March 312008


2007Share of earnings of equity investees

$
23.4


$
13.0Gain on forward purchase contract for shares in Sinofert
    (Note 3)


25.3



-Other


6.3



0.7Provision for auction rate securities (Note 3)


(43.1
)


-$
11.9


$
13.7   12.
    Interest
    Expense  Three MonthsEnded March 312008


2007Interest expense onShort-term debt

$
1.7


$
2.2Long-term debt


23.7



31.6Interest capitalized to property, plant and equipment


(8.4
)


(4.2
)Interest income


(5.8
)


(4.1
)$
11.2


$
25.5   13.
    Seasonality   17




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##### Table of Contents



14.
    Contingencies  Canpotex
    Mining
    Risk
    Investment
    in Arab Potash Company Ltd. (APC)
    Legal
    and Other Matters
       18




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19




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##### Table of Contents



15.
    Guarantees    back-to-back
   20




---



##### Table of Contents



16.
    Reconciliation
    of Canadian and United States Generally Accepted Accounting
    Principles    (a) Long-term investments:
  (b) Property, plant and equipment and goodwill:
  (c) Depreciation and amortization:
  (d) Exploration costs:
  (e) Pre-operating costs: start-up start-up
  (f) Pension and other post-retirement benefits:
 21




---



##### Table of Contents



(g) Foreign currency translation adjustment:
  (h) Offsetting of certain amounts:
  (i) Stock-based compensation:
    (j) Stripping costs:
  (k) Income taxes related to the above adjustments:
  (l) Income tax consequences of stock-based employee
    compensation:
 22




---



##### Table of Contents



(m) Income taxes related to uncertain income tax
    positions:
  (n) Cash flow statements:
  The application of US GAAP, as described above, would have
    had the following effects on net income, net income per share,
    total assets, shareholders equity and comprehensive
    income.
  Three MonthsEnded March 312008


2007Net income as reported  Canadian GAAP

$
566.0


$
198.0Items increasing (decreasing) reported net incomeDepreciation and amortization (c)


2.1



2.1Exploration costs (d)


(5.9
)


-Stock-based compensation (i)


2.0



0.2Stripping costs (j)


(0.7
)


(6.6
)Share of earnings of equity investees (a)


(0.6
)


-Pension and other post-retirement benefits (f)


0.1



0.7Deferred income taxes relating to the above adjustments (k)


0.1



1.0Income taxes related to US GAAP effective income tax rate (k, l)


(3.2
)


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


(17.3
)


(3.3
)Income taxes related to uncertain income tax positions (m)


3.7



8.1Net income  US GAAP

$
546.3


$
200.2Basic weighted average shares outstanding  US GAAP


315,662,000



314,896,000Diluted weighted average shares outstanding  US GAAP


326,073,000



321,773,000Basic net income per share  US GAAP

$
1.73


$
0.64Diluted net income per share  US GAAP

$
1.68


$
0.62   March 31,


December 31,2008


2007Total assets as reported  Canadian GAAP

$
10,228.0


$
9,716.6Items increasing (decreasing) reported total assetsProperty, plant and equipment (b)


(99.1
)


(101.2
)Exploration costs (d)


(12.3
)


(6.4
)Stripping costs (j)


(33.4
)


(32.7
)Pension and other post-retirement benefits (f)


(74.0
)


(66.7
)Margin deposits associated with derivative instruments (h)


(56.9
)


-Investment in equity investees (a)


1.7



2.3Income tax asset related to uncertain income tax
    positions (m)


22.7



18.4Goodwill (b)


(46.7
)


(46.7
)Total assets  US GAAP

$
9,930.0


$
9,483.6   23




---



##### Table of Contents



March 31,


December 31,2008


2007Total shareholders equity as reported  Canadian
    GAAP

$
6,244.7


$
6,018.7Items increasing (decreasing) reported shareholders equityAccumulated other comprehensive income, net of related income
    taxes, consisting of:Cumulative-effect adjustment in respect of uncertain income tax
    positions (m)


(1.2
)


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


(90.5
)


(85.6
)Foreign currency translation adjustment (g)


(20.9
)


(20.9
)Foreign currency translation adjustment (g)


20.9



20.9Provision for asset impairment (b)


(218.0
)


(218.0
)Depreciation and amortization (c)


72.2



70.1Exploration costs (d)


(12.3
)


(6.4
)Stripping costs (j)


(33.4
)


(32.7
)Pension and other post-retirement benefits (f)


16.2



16.1Share of earnings of equity investees (a)


1.7



2.3Deferred income taxes relating to the above adjustments (k)


30.5



30.4Income taxes related to US GAAP effective income tax rate (k, l)


(33.5
)


(30.3
)Income taxes related to uncertain income tax positions (m)


18.2



14.5Cumulative-effect adjustment to retained earnings in respect of
    uncertain income tax positions (m)


85.7



85.7Shareholders equity  US GAAP

$
6,080.3


$
5,863.6   Three MonthsEnded March 312008


2007Net income  US GAAP

$
546.3


$
200.2Other comprehensive incomeNet increase in unrealized gains on
    available-for-sale
    securities


179.4



242.9Net gains on derivatives designated as cash flow hedges


63.0



35.1Reclassification to income of net gains on cash flow hedges


(8.2
)


(17.2
)Unrealized foreign exchange gains on translation of
    self-sustaining foreign operations


1.6



4.6Pension and other post-retirement benefits


(8.1
)


2.9Deferred income taxes related to other comprehensive income


(43.6
)


(7.1
)Other comprehensive income


184.1



261.2Comprehensive income  US GAAP

$
730.4


$
461.4   Supplemental
    US GAAP Disclosures
  Recent
    Accounting Pronouncements
  Framework
    for Fair Value Measurement
      Level 1
    Values based on unadjusted quoted prices in active markets that
    are accessible at the measurement date for identical assets or
    liabilities. 24




---



##### Table of Contents



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.      Fair Value Measurements at Reporting Date Using:Quoted Prices in

Significant Other

SignificantCarrying Amount

Active Markets for

Observable

Unobservableof Asset (Liability)

Identical Assets

Inputs

InputsDescription

at March 31, 2008

(Level 1)

(Level 2)

(Level 3)Derivative instrument assets (net of cash margin deposits held)

$
123.6


$
(56.9
)

$
-


$
180.5Available-for-sale
    securities


3,123.2



3,080.1



-



43.1Derivative instrument liabilities


(4.6
)


-



(4.6
)


-   DerivativeInstrument

Available-for-SaleFair Value Measurements Using Significant Unobservable Inputs
    (Level 3)

Assets

SecuritiesBeginning balance, December 31, 2007

$
127.7


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


6.0



(43.1
)Included in other comprehensive income


56.8



30.2Purchases, sales, issuances and settlements


(10.0
)


-Transfers in and/or out of Level 3


-



-Ending balance, March 31, 2008

$
180.5


$
43.1Amount of total gains or (losses) for the period included in
    earnings attributable to the change in unrealized gains or
    losses relating to assets still held at the reporting date

$
(0.3
)

$
(43.1
)Gains and (losses) (realized and unrealized) included in
    earnings for the period are reported in:Costs of goods sold

$
6.0Other income





$
(43.1
)     Fair
    Value Option for Financial Assets and Financial
    Liabilities
   25




---



##### Table of Contents



Offsetting
    of Certain Amounts
  No. FIN 39-1, FIN 39-1). FIN 39-1
  FIN 39-1 FIN 39-1
  Business
    Combinations
    Noncontrolling
    Interests in Consolidated Financial Statements
    Disclosures
    about Derivative Instruments and Hedging Activities
   26




---



##### Table of Contents



ITEM 2.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-K,
  POTASHCORP
    AND OUR BUSINESS ENVIRONMENT
        POTASHCORP
    VISION
      POTASHCORP
    STRATEGY
     27




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##### Table of Contents



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


PerformanceGoal


2008 Annual
    Target


to March 31,
    2008Prevent harm to people.


Continue safety initiatives to reduce severity and lost-time
    injury rates to zero. Reduce recordable injury rates by
    15 percent from 2007 level. Reduce lost-time injury rates
    by 20 percent from 2007 level.


Recordable injury rate was 2.31, representing an increase of 19 percent for the first three months of 2008 compared to the 2007 annual level. As compared to the three months ended March 31, 2007, recordable injury rate increased 44 percent.Lost-time injury rate was 0.21, representing an increase of 5 percent for the first three months of 2008 compared to the 2007 annual
level. As compared to the three months ended March 31, 2007, lost-time injury rate was reduced 4 percent.No damage to the environment.


Maintain energy usage per tonne of product produced at 2007
    levels.


Compared to the 2007 annual average, corporate-wide
    weighted-average energy usage (including natural gas,
    electricity and fuel oil) per tonne of product (as measured on
    an N basis for nitrogen,
    P2O5basis for phosphate and KCl basis for potash) was flat in
    the first three months of 2008.Reduce reportable releases and permit excursions by
    15 percent from 2007 levels.


Reportable release rate on an annualized basis declined
    33 percent while annualized permit excursions were down
    64 percent during the first three months of 2008 compared
    to 2007 annual levels. Compared to the first three months of
    2007, reportable releases and permit excursions were flat.To meet the needs and expectations of our providers of capital.


Exceed total shareholder return for our sector and companies on
    the DJUSBM for 2008.


PotashCorps total shareholder return was 8 percent in
    the first three months of 2008, exceeding the DJUSBM return of
    −4 percent but below our sector average return of 16
    percent.  28




---



##### Table of Contents



FINANCIAL
    OVERVIEW
  Form 10-Q.
    Earnings
    Guidance
    Overview
    of Actual Results
  Operations
  Three Months Ended March 31Dollar


%Dollars (millions)  except per-share amounts

2008


2007


Change


ChangeSales

$
1,890.6


$
1,154.7


$
735.9



64Freight


102.4



81.9



20.5



25Transportation and distribution


32.3



31.0



1.3



4Cost of goods sold


899.9



672.1



227.8



34Gross margin

$
856.0


$
369.7


$
486.3



132Operating income

$
749.0


$
308.3


$
440.7



143Net income

$
566.0


$
198.0


$
368.0



186Net income per share  basic

$
1.79


$
0.63


$
1.16



184Net income per share  diluted

$
1.74


$
0.62


$
1.12



181     stocks-to-use
 29




---



##### Table of Contents



other-than-temporary
    Balance
    Sheet
    available-for-sale available-for-sale
  available-for-sale. other-than-temporary.
 30




---



##### Table of Contents



other-than-temporary. sub-prime other-than-temporary
    available-for-sale
  Business
    Segment Review
     31




---



##### Table of Contents



Potash
  Three Months Ended March 31Dollars (millions)


Tonnes (thousands)


Average Price per
    Tonne(1)2008


2007


% Change


2008


2007


% Change


2008


2007


% ChangeSales

$
796.2


$
380.5



109Freight


55.3



43.5



27Transportation and distribution


11.4



9.6



19Net sales

$
729.5


$
327.4



123Manufactured productNet salesNorth American

$
291.6


$
152.7



91



967



892



8


$
301.36


$
171.15



76Offshore


432.0



171.0



153



1,569



1,273



23


$
275.36


$
134.28



105723.6



323.7



124



2,536



2,165



17


$
285.28


$
149.47



91Cost of goods sold


211.7



151.3



40














$
83.43


$
69.84



19Gross margin


511.9



172.4



197














$
201.85


$
79.63



153Other miscellaneous and  purchased productNet sales


5.9



3.7



59Cost of goods sold


3.2



1.9



68Gross margin


2.7



1.8



50Gross Margin

$
514.6


$
174.2



195














$
202.92


$
80.46



152   (1)
    
    Rounding differences may occur due
    to the use of whole dollars in per-tonne calculations.  Highlights
  
    Potash gross margin of $514.6 million for the first three
    months of 2008 was almost triple the first quarter of 2007,
    reflecting higher spot market prices.
    Although the expiration of contracts for seaborne potash to
    China at the end of 2007 resulted in reduced shipments to the
    worlds largest potash importer in the first quarter of
    2008, rising demand in other markets more than offset this
    reduction. The tight conditions resulted in increased prices in
    all markets during the first quarter of 2008.
    Our ending inventories were flat compared to year-end and down
    37 percent from the end of first-quarter 2007. At
    quarter-end, North American potash producer inventories remained
    37 percent below the previous five-year average.
    We produced 2.5 million tonnes compared to 2.3 million
    tonnes in first-quarter 2007. Cost of goods sold increased
    19 percent, almost $14 per tonne, due to the impact of a
    stronger Canadian dollar and additional costs for brine inflow
    management at New Brunswick in the first quarter of 2008.
    Collective bargaining agreements with labor organizations
    representing employees at Allan, Cory and Patience Lake expired
    on April 30, 2008. Negotiations for new collective
    bargaining agreements are in progress. 32




---



##### Table of Contents



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

2008 vs. 2007Change in



TotalPrices/Costs



ManufacturedChange in







PotashSales






Cost of



Gross MarginVolumes



Net Sales


Goods Sold



VarianceManufactured productNorth American

$
9.5



$
126.0


$
(14.4
)


$
121.1Offshore


26.5




221.3



(29.5
)



218.3Change in market mix


2.8




(2.8
)


0.1




0.1Total

$
38.8



$
344.5


$
(43.8
)


$
339.5   Sales and
    Cost of Goods Sold
    
    Offshore prices doubled as price increases in major markets were
    announced through 2007 and first-quarter 2008. Canpotex Limited
    (Canpotex), the offshore marketing company for
    Saskatchewan potash producers, implemented price increases in
    Brazil that totaled $150 per tonne, and effective June 1,
    2008 the price will increase to $750 per tonne. In India, a
    $50-per-tonne increase took effect on imports in the second
    quarter of 2007; an additional increase of $355 per tonne will
    be in effect from May 2008 to March 2009. Southeast Asian
    customers saw total price increases of $165 per tonne since
    first-quarter 2007 with an additional increase of $200-$210 per
    tonne to be effective June 1, 2008. Canpotexs 2007
    agreement with Sinofert in China was reached in February 2007
    for an increase of $5 per tonne on 2007 shipments; limited
    shipments were made to China in first-quarter 2008 as the
    agreement was not settled until April 2008 at which time an
    increase of $400 per tonne for shipments in the remainder of
    2008 was agreed upon. The full benefit of offshore price
    increases announced in first-quarter 2008 was not captured
    because of higher ocean freight rates and locked-in contract
    pricing to China and India.
    In North America, PotashCorp fully realized the benefits of $30-
    and $50-per-short-ton price increases announced in late December
    2007 and January 2008, respectively, and began to realize a
    further $80-per-short-ton increase announced for March 1,
    2008. An additional price increase of $165-$193 per tonne will
    be in effect June 1 to August 31, 2008. Prices in the North
    American market were $26 per tonne, or 9 percent, higher
    than offshore prices. This compares to North American prices
    that were $37 per tonne, or 27 percent, higher than
    offshore prices in the first quarter of 2007. The gap between
    the two markets is due in part to offshore contracts lagging the
    North American spot market. It also reflects product mix, as
    North American customers prefer granular product that commands a
    premium over standard product more typically consumed offshore.
    The gap has been reduced as more offshore sales are being made
    on short-term pricing contracts and contracts have been
    renegotiated at higher prices, reflecting the increased demand
    for potash.
    Potash sales volumes were higher than in first-quarter 2007 in
    both the North American and offshore markets. Products were
    being sold on an allocation basis to all customers in the first
    quarter of 2008 as high demand, supported by high commodity
    prices, kept our inventories at historically low levels and led
    us to sell all the product we produced. In the first quarter of
    2007, North American deliveries and the ability to move product
    to west coast export terminals was disrupted by a rail strike
    and inclement weather in Canada; during the same period in 2008
    no such disruptions occurred. Customers continued to receive
    product on the established allocation basis, as supply remained
    extremely tight.
    Unlike previous years, global customers acted to secure supply
    rather than wait for China to set the bar with its annual price
    contract. This strong demand more than offset a 57 percent
    reduction in Canpotexs shipments to China, which did not
    reach a price settlement until after the end of the first
    quarter of 2008. 33




---



##### Table of Contents



This compares to the first quarter of 2007 when we may have
    delayed up to 200,000 tonnes as pricing for China was not
    settled until February that year. Brazil was Canpotexs
    largest customer in 2008 taking 23 percent of
    Canpotexs sales volumes or 614,000 tonnes, while India
    took 384,000 tonnes or 15 percent of Canpotexs total
    shipments. Canpotex sales volumes to China were 177,000 tonnes
    in 2008, representing 7 percent of its total sales volumes.
    In 2007, sales to Brazil, India and China represented
    22 percent, 10 percent and 21 percent of
    Canpotexs total sales volumes, respectively.  
    Production levels rose 10 percent as no shutdown weeks were
    incurred compared to two in the first quarter of 2007. The
    impact of a stronger Canadian dollar relative to the US dollar
    negatively impacted cost of goods sold by almost $11 per tonne
    on all tonnes. Brine inflow management costs at New Brunswick
    incrementally increased total cost by $15.8 million ($6 per
    tonne), though this was partially offset by lower costs at
    Esterhazy ($6.8 million or $3 per tonne). Since the costs
    of brine inflow were attributed to production of potash that was
    mainly sold in the offshore market, the negative price component
    of the cost of goods sold variance was higher for the offshore
    market than for North America.  Nitrogen
  Three Months Ended March 31Dollars (millions)


Tonnes (thousands)


Average Price per
    Tonne(1)2008


2007


% Change


2008


2007


% Change


2008


2007


% ChangeSales

$
581.2


$
419.6



39Freight


15.0



11.3



33Transportation and distribution


12.9



13.6



(5
)Net sales

$
553.3


$
394.7



40Manufactured productNet salesAmmonia

$
240.6


$
169.3



42



474



520



(9
)

$
507.43


$
325.73



56Urea


131.9



113.9



16



297



339



(12
)

$
444.77


$
336.54



32Nitrogen solutions/Nitric acid/Ammonium nitrate


130.7



86.5



51



555



478



16


$
235.35


$
180.80



30503.2



369.7



36



1,326



1,337



(1
)

$
379.47


$
276.84



37Cost of goods sold


326.6



243.7



34














$
246.29


$
182.60



35Gross margin


176.6



126.0



40














$
133.18


$
94.24



41Other miscellaneous and purchased productNet sales


50.1



25.0



100Cost of goods sold


41.3



19.7



110Gross margin


8.8



5.3



66Gross Margin

$
185.4


$
131.3



41














$
139.82


$
98.20



42   (1)
    
    Rounding differences may occur due
    to the use of whole dollars in per-tonne calculations.  Highlights
  
    Quarterly nitrogen gross margin of $185.4 million, driven
    by higher realized prices resulting from strong agricultural and
    industrial demand, was a record high for the company. This was
    41 percent higher than the $131.3 million generated in
    first-quarter 2007.
    Strong fundamentals led to realized price increases in all major
    nitrogen products quarter over quarter.
    Our total costs for natural gas for both Trinidad and US
    operations and our hedging US program rose to $6.72 per MMBtu,
    up 52 percent from last years first quarter. Our
    costs in Trinidad increased 71 percent while our US natural
    gas spot costs increased 17 percent. 34




---



##### Table of Contents




    Our Trinidad facility delivered $96.0 million
    (52 percent) of quarterly nitrogen gross margin. Our
    US operations contributed $81.5 million in gross
    margin and our natural gas hedges added $7.9 million.  Manufactured
    nitrogen gross margin variance attributable to:
  Three Months Ended March 31Dollars (millions)

2008 vs. 2007Change in



TotalPrices/Costs



ManufacturedChange in







NitrogenSales






Cost of



Gross MarginVolumes



Net Sales


Goods Sold



VarianceManufactured productAmmonia

$
(11.1
)


$
85.9


$
(39.9
)


$
34.9Urea


(8.4
)



32.1



(13.0
)



10.7Solutions, NA, AN


4.3




30.3



(20.5
)



14.1Hedge


-




-



(9.3
)



(9.3
)Change in market mix


12.1




(11.9
)


-




0.2Total

$
(3.1
)


$
136.4


$
(82.7
)


$
50.6   Sales and
    Cost of Goods Sold
    
    Higher global natural gas costs and strong world demand for
    agricultural and industrial nitrogen drove up realized ammonia
    prices by 56 percent from last years first quarter
    and 61 percent from the trailing quarter. The impact was
    also evident in urea prices, which rose 32 percent from the
    first quarter of 2007 and 17 percent from fourth-quarter
    2007. The increased demand also affected prices for downstream
    nitrogen products, such as nitrogen solutions where prices were
    39 percent higher, contributing an additional
    $16.8 million to the gross margin increase, and nitric acid
    and ammonium nitrate prills where prices rose 25 percent
    and 20 percent respectively, contributing $6.6 million
    and $6.5 million, respectively, to the gross margin
    increase.
    Ammonia sales volumes for the first quarter were 9 percent
    below the same quarter last year as Trinidad production was
    reduced by approximately 80,000 tonnes due to required plant
    maintenance. This was partially offset by our US plants
    producing approximately 35,000 additional tonnes as we tried to
    maximize production volumes to meet demand. Urea sales volumes
    were down 12 percent from the first quarter of 2007, as
    less inventory was available to sell following a strong sales
    push in the fourth quarter of last year, and due to a slow start
    to the spring season, particularly in the US Southeast. Sales
    volumes for nitrogen solutions were up 37 percent as we
    continued to use our Geismar facility, which we restarted during
    the first quarter of 2007 on an opportunistic basis using
    purchased ammonia and carbon dioxide, to meet increasing US
    demand for liquids.
    The 35 percent increase in per-tonne cost of goods sold was
    primarily attributable to higher natural gas costs which, on the
    average, were 52 percent higher than the first quarter of
    2007. Higher global and US gas prices and strong demand
    contributed to higher Tampa and NOLA ammonia prices, which was a
    significant net positive for this segments performance but
    increased our Trinidad gas costs 71 percent in the quarter.
    As the natural gas industry continued to become more global,
    nitrogen producers in regions that had benefited from lower-cost
    gas, including Russia and Ukraine, faced higher input costs,
    raising the floor price for nitrogen globally. Natural gas costs
    also continued to rise in the US. As a result, our
    US natural gas costs rose 17 percent. Gains from our
    US natural gas hedging activities declined $9.3 million.
    The price variance in ammonia was significantly higher than that
    in urea and other nitrogen products, due to a higher proportion
    of ammonia sales attributable to our Trinidad production
    (78 percent in first-quarter 2008 and 86 percent in
    first-quarter 2007) compared to urea sales (50 percent
    in first-quarter 35




---



##### Table of Contents



2008 and 52 percent in first-quarter 2007) and other
    nitrogen products (which are attributable solely to
    US production).  Phosphate
  Three Months Ended March 31Dollars (millions)


Tonnes (thousands)


Average Price per
    Tonne(1)2008


2007


% Change


2008


2007


% Change


2008


2007


% ChangeSales

$
513.2


$
354.6



45Freight


32.1



27.1



18Transportation and distribution


8.0



7.8



3Net sales

$
473.1


$
319.7



48Manufactured productNet salesFertilizer  liquids

$
94.9


$
62.7



51



259



251



3


$
365.97


$
249.36



47Fertilizer  solids


176.3



120.4



46



267



427



(37
)

$
659.64


$
281.98



134Feed


95.5



62.7



52



214



207



3


$
446.90


$
302.79



48Industrial


91.2



63.2



44



192



173



11


$
474.90


$
365.86



30457.9



309.0



48



932



1,058



(12
)

$
491.12


$
291.99



68Cost of goods sold


304.6



247.7



23














$
326.64


$
234.05



40Gross margin


153.3



61.3



150














$
164.48


$
57.94



184Other miscellaneous and purchased productNet sales


15.2



10.7



42Cost of goods sold


12.5



7.8



60Gross margin


2.7



2.9



(7
)Gross Margin

$
156.0


$
64.2



143














$
167.38


$
60.68



176   (1)
    
    Rounding differences may occur due
    to the use of whole dollars in per-tonne calculations.  Highlights
  
    Significant price increases pushed phosphate gross margin to a
    record $156.0 million, up from $64.2 million in the
    first quarter of 2007.
    Rising costs for key inputs (particularly sulfur and ammonia)
    were more than offset by rising prices. Spot prices for
    phosphate rock and sulfur rose fourfold and sevenfold,
    respectively, over the same quarter last year, putting pressure
    on producers that do not own their own rock supply and resulting
    in significant price increases for downstream phosphate products.
    The impact of higher prices, which were seen in every major
    product category, was most evident in manufactured solid
    fertilizers which generated $85.3 million in gross
    margin   more than four times its contribution in the
    same period last year. Manufactured liquid fertilizers added
    $20.0 million to gross margin, while feed and industrial
    products contributed $32.6 million and $15.4 million,
    respectively. 36




---



##### Table of Contents



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

2008 vs. 2007Change in



TotalPrices/Costs



ManufacturedChange in







PhosphateSales






Cost of



Gross MarginVolumes



Net Sales


Goods Sold



VarianceManufactured productFertilizer  liquids

$
1.7



$
30.3


$
(27.5
)


$
4.5Fertilizer  solids


(21.9
)



100.9



(12.9
)



66.1Feed


1.1




30.8



(12.7
)



19.2Industrial


4.3




20.9



(23.0
)



2.2Change in market mix


(2.6
)



2.7



(0.1
)



-Total

$
(17.4
)


$
185.6


$
(76.2
)


$
92.0   Sales
    and Cost of Goods Sold
  Quarter-over-quarter
  
    Our realized prices for solid fertilizers in the quarter reached
    $660 per tonne, a 134 percent increase from last years
    first quarter and 55 percent more than in the trailing
    quarter. While significant, pricing gains were not as
    substantial for our other phosphate businesses, which have
    historically benefited from contract pricing in weaker markets.
    Liquid fertilizer and feed prices rose 47 percent and
    48 percent, respectively, from the same quarter last year,
    while industrial prices were up 30 percent quarter over
    quarter.
    Solid phosphate fertilizer sales volumes were 37 percent
    below those in last years first quarter, largely as a
    result of lower beginning inventories and the delayed spring
    season. Sales volumes for liquid fertilizer and feed each rose
    3 percent from the first quarter of 2007 on continued
    strong demand, while industrial sales volumes were up 11 percent.
    Rising costs for key inputs continued to have a major impact.
    Sulfur costs rose 176 percent and negatively impacted the
    change in gross margin by $60.3 million while ammonia
    prices that were 42 percent higher further negatively
    impacted the gross margin change (particularly, solid
    fertilizers) by $9.0 million. These cost increases were
    partially offset as the solid fertilizer sales volume reductions
    pertained to DAP, which consumes the most ammonia; therefore,
    savings resulted as less ammonia was used for DAP. The price
    component of the cost of goods sold variance was highest in
    liquid fertilizers as a result of those products having higher
    concentrations of phosphoric acid than others, consuming a
    higher rate of raw materials and energy and as a result, input
    cost increases are amplified for these products. The price
    component of the cost of goods sold variance was also high in
    industrial products compared to other products as a result of
    costs related to a planned turnaround at Geismar (where
    primarily all product is sold for industrial uses) in 2008 as
    such turnarounds occur approximately every two years, and due to
    a change in product mix from solid fertilizers to industrial
    products that resulted in a higher proportion of fixed costs
    being allocated to industrial products. 37




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##### Table of Contents



Expenses
    and Other Income
  Three MonthsEnded March 31Dollar


%Dollars (millions)

2008


2007


Change


ChangeSelling and administrative

$
47.2


$
40.6


$
6.6



16Provincial mining and other taxes


99.4



32.5



66.9



206Foreign exchange (gain) loss


(27.7
)


2.0



(29.7
)


n/mOther income


11.9



13.7



(1.8
)


(13
)Interest expense


11.2



25.5



(14.3
)


(56
)Income taxes


171.8



84.8



87.0



103   n/m = not meaningful
        other-than-temporary
    Three Months EndedMarch 31%Dollars (millions)  except percentage amounts

2008


2007


Change


ChangeLong-term debt obligations, including current portionWeighted average outstanding

$
1,358.6


$
1,757.5


$
(398.9
)


(23
)Weighted average interest rate


6.5%



6.7%



(0.2
)%


(3
)Short-term debt obligationsWeighted average outstanding

$
92.8


$
111.7


$
(18.9
)


(17
)Weighted average interest rate


4.2%



5.5%



(1.3
)%


(24
)  38




---



##### Table of Contents




    A scheduled one and a half percentage point reduction in the
    Canadian federal income tax rate applicable to resource
    companies along with the elimination of the one percent surtax
    became effective at the beginning of 2008. This was offset by
    higher income taxes in the US.
    During the first quarter of 2008, an income tax recovery of
    $42.0 million was recorded that related to an increase in
    permanent deductions in the US from prior years.
    The $25.3 million gain recognized as a result of the change
    in fair value of the forward purchase contract for shares in
    Sinofert was not taxable.    LIQUIDITY
    AND CAPITAL RESOURCES
  Cash
    Requirements
    Contractual
    Obligations and Other Commitments
  Payments Due By PeriodDollars (millions)Total


Within 1 year


1 to 3 years


3 to 5 years


Over 5 yearsLong-term debt obligations

$
1,358.5


$
0.2


$
2.1


$
856.2


$
500.0Estimated interest payments on long-term debt obligations


1,121.8



96.5



192.9



122.1



710.3Operating leases


698.4



104.3



175.7



145.3



273.1Purchase obligations


1,452.3



643.9



380.6



167.6



260.2Other commitments


80.2



13.3



40.7



7.8



18.4Other long-term liabilities


1,287.2



47.4



72.9



39.1



1,127.8Total

$
5,998.4


$
905.6


$
864.9


$
1,338.1


$
2,889.8   Long-term
    Debt
  back-to-back
   39




---



##### Table of Contents



non-payment
    Operating
    Leases
    Purchase
    Obligations
        Other
    Commitments
    Other
    Long-term Liabilities
    long-term
 40




---



##### Table of Contents



Capital
    Expenditures
      2-million-tonne
          Investment
    Risk  Liquidity
  Investments
    in Auction Rate Securities
     41




---



##### Table of Contents



sub-prime other-than-temporary.
    Sources
    and Uses of Cash
    Three Months EndedMarch 31$


%Dollars (millions)

2008


2007


Change


ChangeCash provided by operating activities

$
442.3


$
319.6


$
122.7



38Cash used in investing activities


(374.7
)


(120.2
)


(254.5
)


212Cash used in financing activities


(422.5
)


(70.6
)


(351.9
)


498     March 31,


December 31,


$


%Dollars (millions)  except ratio amounts

2008


2007


Change


ChangeCurrent assets

$
1,816.4


$
1,811.3


$
5.1



-Current liabilities

$
(1,256.3
)

$
(1,001.9
)

$
(254.4
)


25Working capital

$
560.1


$
809.4


$
(249.3
)


(31
)Current ratio


1.45



1.81



(0.36
)


(20
)      42




---



##### Table of Contents




    During the first three months of 2008, $173.7 million was
    paid to settle the companys forward purchase contract for
    shares of Sinofert. During the first three months of 2007,
    $9.7 million was paid to settle outstanding amounts related
    to the December 2006 purchase of additional shares in SQM.
    The company spent $196.5 million on additions to property
    plant and equipment in first-quarter 2008, $87.5 million
    higher than the $109.0 million spent during the same
    three-month period last year largely due to major capital
    expansion projects in potash which were announced during 2007.
    Approximately 61 percent (2007  60 percent)
    of our consolidated capital expenditures for the period related
    to the potash segment.      Principal
    Debt Instruments
  March 31, 2008Total


Amount


Amount


AmountDollars (millions)

Amount


Outstanding


Committed


AvailableSyndicated credit facility

$
750.0


$
-


$
103.5


$
646.5Line of credit


75.0



-



23.2



51.8Commercial paper


750.0



103.5



-



646.5US shelf registrations


4,000.0



1,350.0



-



2,250.0
(1)   (1)
    
    $400.0 million of senior
    notes issued under one of the companys US shelf
    registration statements repaid in full at maturity; no
    additional amount is available in respect of the principal of
    these senior notes.    debt-to-capital debt-to-EBITDA
 43




---



##### Table of Contents



Outstanding
    Share Data
    Off-Balance
    Sheet Arrangements
    Guarantee
    Contracts
  Form 10-Q
  Derivative
    Instruments
  marked-to-market
 44




---



##### Table of Contents



Long-term
    Fixed Price Contracts
    QUARTERLY
    FINANCIAL HIGHLIGHTS
  Dollars (millions)  except

March 31,



December 31,


September 30,


June 30,


March 31,



December 31,


September 30,


June 30,per-share amounts

2008



2007


2007


2007


2007



2006


2006


2006Sales

$
1,890.6



$
1,431.4


$
1,295.0


$
1,353.1


$
1,154.7



$
1,022.9


$
953.5


$
928.7Gross margin


856.0




535.0



475.1



501.4



369.7




299.3



245.8



253.4Net income


566.0




376.8



243.1



285.7



198.0




186.0



145.2



175.1Net income per share  basic


1.79




1.19



0.77



0.91



0.63




0.59



0.47



0.56Net income per share  diluted


1.74




1.16



0.75



0.88



0.62




0.58



0.46



0.55       RELATED
    PARTY TRANSACTIONS
    CRITICAL
    ACCOUNTING ESTIMATES
  Form 10-Q.
      RECENT
    ACCOUNTING CHANGES
  Form 10-Q
 45




---



##### Table of Contents



RISK
    MANAGEMENT
      Form 10-K.
          OUTLOOK
   46




---



##### Table of Contents



three-and-a-half
   47




---



##### Table of Contents



28-29 percent. 14-18 percent
    FORWARD
    LOOKING STATEMENTS
  Form 10-Q, Form 10-Q,
 48




---



##### Table of Contents



Form 10-K
  ITEM 3.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Form 10-Q.
  ITEM 4.
    CONTROLS
    AND PROCEDURES  Securities Exchange Act of
    1934
   49




---



##### Table of Contents



PART II.  OTHER
    INFORMATION
  ITEM 2.ISSUER
    PURCHASE OF EQUITY SECURITIES
    (c) Total Number of


(d) MaximumShares Purchased as


Number of Shares(a) Total Number


(b) Average


Part of Publicly


that May Yet Beof Shares


Price Paid


Announced


Purchased UnderPeriod

Purchased


per
    Share(1)


Programs(2)


the
    Programs(2)January 1, 2008  January 31, 2008


118,000


$
139.8423



118,000



15,702,000February 1, 2008  February 29, 2008


1,110,700


$
145.1243



1,110,700



14,591,300March 1, 2008  March 31, 2008


2,170,100


$
156.0252



2,170,100



12,421,200Total


3,398,800


$
151.9010



3,398,800



12,421,200   (1)
    
    Average price paid per share
    includes cash paid for commissions.(2)
    
    On January 23, 2008, the
    company announced that its Board of Directors had approved an
    open market repurchase program of approximately 5 percent
    of the companys outstanding common shares, or
    approximately 15.82 million shares, through a normal course
    issuer bid. Purchasing under the program commenced on
    January 31, 2008 and may continue until January 30,
    2009.  ITEM 5.
    OTHER
    INFORMATION  Form 10-Q.
    ITEM 6.
    EXHIBITS  (a)
    EXHIBITS  Incorporated By
    ReferenceExhibit





Filing Date/Number

Description of
    Document

Form

Period End Date3(a)


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

10-Q


6/30/20023(b)


Bylaws of the registrant effective May 15, 2002.

10-Q


6/30/20024(a)


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

10-Q


9/30/20014(b)


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

10-Q


9/30/2003 50




---



##### Table of Contents



Incorporated By
    ReferenceExhibit





Filing Date/Number

Description of
    Document

Form

Period End Date4(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


9/21/20044(d)


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

8-K


9/22/20054(e)


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

10-Q


9/30/20064(f)


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

8-K


10/22/20074(g)


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

8-K


6/18/19974(h)


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

10-K


12/31/20024(i)


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

8-K


5/17/20014(j)


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

8-K


2/28/20034(k)


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

8-K


11/29/2006     Incorporated By
    ReferenceFiling Date/Number

Description of
    Document

Form

Period End Date10
(a)

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

F-1
    (File No.
    33-31303)

9/28/198910
(b)

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

F-1
    (File No.
    33-31303)

9/28/198910
(c)

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

F-1
    (File No.
    33-31303)

9/28/1989 51




---



##### Table of Contents



Incorporated By
    ReferenceFiling Date/Number

Description of
    Document

Form

Period End Date10
(d)

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

10-K

12/31/199510
(e)

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

10-K

12/31/199510
(f)

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

10-K

12/31/200010
(g)

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

10-Q

6/30/200410
(h)

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

F-1
    (File No.
    33-31303)

9/28/198910
(i)

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

10-K

12/31/199010
(j)

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

10-K

12/31/199810
(k)

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

10-K

12/31/199810
(l)

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

10-K

12/31/200610
(m)

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

10-K

12/31/200610
(n)

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

10-K

12/31/200710
(o)

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

10-K

12/31/199510
(p)

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

10-Q

6/30/199610
(q)

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

10-Q

9/30/200610
(r)

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

10-K

12/31/2002 52




---



##### Table of Contents



Incorporated By
    ReferenceFiling Date/Number

Description of
    Document

Form

Period End Date10
(s)

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

10-K

12/31/200610
(t)

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

10-Q

6/30/200210
(u)

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

10-K

12/31/199510
(v)

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

10-K

12/31/199510
(w)

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

10-K

12/31/200010
(x)

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

10-Q

6/30/200410
(y)

Chief Executive Officer Medical and Dental Benefits.

10-K

12/31/200410
(z)

Second Amended and Restated Membership Agreement dated
    January 1, 1995, among Phosphate Chemicals Export
    Association, Inc. and members of such association, including
    Texasgulf Inc.

10-K

12/31/199510
(aa)

International Agency Agreement dated effective December 15,
    2006, between Phosphate Chemicals Export Association, Inc. and
    PCS Sales (USA), Inc.

10-K

12/31/200610
(bb)

Deferred Share Unit Plan for Non-Employee Directors, as amended.10
(cc)

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

10-K

12/31/200610
(dd)

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

10-K

12/31/200610
(ee)

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

10-Q

3/31/200710
(ff)

Potash Corporation of Saskatchewan Inc. 2008 Performance Option
    Plan and Form of Option Agreement.10
(gg)

Medium Term Incentive Plan of the registrant effective January
    2006.

10-K

12/31/200511


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.  53




---



##### Table of Contents



SIGNATURES
         By:
    /s/  Joseph
    Podwika   Senior Vice President, General Counsel and Secretary
    By:
    /s/  Wayne
    R. Brownlee   Executive Vice President, Treasurer and
 Chief Financial Officer
 (Principal Financial and Accounting Officer)
 54




---



##### Table of Contents



EXHIBIT INDEX
  Incorporated By
    ReferenceExhibit





Filing Date/Number

Description of
    Document

Form

Period End Date3(a)


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

10-Q

6/30/20023(b)


Bylaws of the registrant effective May 15, 2002.

10-Q

6/30/20024(a)


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

10-Q

9/30/20014(b)


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

10-Q

9/30/20034(c)


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

8-K

9/21/20044(d)


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

8-K

9/22/20054(e)


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

10-Q

9/30/20064(f)


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

8-K

10/22/20074(g)


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

8-K

6/18/19974(h)


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

10-K

12/31/20024(i)


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

8-K

5/17/20014(j)


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

8-K

2/28/20034(k)


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

8-K

11/29/2006    55




---



##### Table of Contents



Incorporated By
    ReferenceExhibit





Filing Date/Number

Description of
    Document

Form

Period End Date10
(a)

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

F-1
    (File No.
    33-31303)

9/28/198910
(b)

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

F-1
    (File No.
    33-31303)

9/28/198910
(c)

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

F-1
    (File No.
    33-31303)

9/28/198910
(d)

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

10-K

12/31/199510
(e)

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

10-K

12/31/199510
(f)

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

10-K

12/31/200010
(g)

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

10-Q

6/30/200410
(h)

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

F-1
    (File No.
    33-31303)

9/28/198910
(i)

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

10-K

12/31/199010
(j)

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

10-K

12/31/199810
(k)

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

10-K

12/31/199810
(l)

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

10-K

12/31/200610
(m)

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

10-K

12/31/200610
(n)

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

10-K

12/31/2007 56




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##### Table of Contents



Incorporated By
    ReferenceExhibit





Filing Date/Number

Description of
    Document

Form

Period End Date10
(o)

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

10-K

12/31/199510
(p)

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

10-Q

6/30/199610
(q)

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

10-Q

9/30/200610
(r)

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

10-K

12/31/200210
(s)

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

10-K

12/31/200610
(t)

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

10-Q

6/30/200210
(u)

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

10-K

12/31/199510
(v)

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

10-K

12/31/199510
(w)

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

10-K

12/31/200010
(x)

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

10-Q

6/30/200410
(y)

Chief Executive Officer Medical and Dental Benefits.

10-K

12/31/200410
(z)

Second Amended and Restated Membership Agreement dated
    January 1, 1995, among Phosphate Chemicals Export
    Association, Inc. and members of such association, including
    Texasgulf Inc.

10-K

12/31/199510
(aa)

International Agency Agreement dated effective December 15,
    2006, between Phosphate Chemicals Export Association, Inc. and
    PCS Sales (USA), Inc.

10-K

12/31/200610
(bb)

Deferred Share Unit Plan for Non-Employee Directors, as amended.10
(cc)

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

10-K

12/31/200610
(dd)

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

10-K

12/31/200610
(ee)

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

10-Q

3/31/200710
(ff)

Potash Corporation of Saskatchewan Inc. 2008 Performance Option
    Plan and Form of Option Agreement.10
(gg)

Medium Term Incentive Plan of the registrant effective January
    2006.

10-K

12/31/200511


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.  57