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 September 30, 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 o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2).
  o þ




---



##### 





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)
  September 30,


December 31,2008


2007AssetsCurrent assetsCash and cash equivalents

$
499.5


$
719.5Accounts receivable


1,373.0



596.2Inventories (Note 2)


743.9



428.1Prepaid expenses and other current assets


68.8



36.7Current portion of derivative instrument assets


5.0



30.82,690.2



1,811.3Derivative instrument assets


50.3



104.2Property, plant and equipment


4,429.8



3,887.4Investments (Note 3)


3,670.8



3,581.5Other assets


267.2



210.7Intangible assets


22.2



24.5Goodwill


97.0



97.0$
11,227.5


$
9,716.6LiabilitiesCurrent liabilitiesShort-term debt

$
1,676.3


$
90.0Accounts payable and accrued charges


1,468.3



911.7Current portion of long-term debt


0.2



0.23,144.8



1,001.9Long-term debt


1,339.4



1,339.4Future income tax liability


1,020.7



988.1Accrued pension and other post-retirement benefits


255.2



244.8Accrued environmental costs and asset retirement obligations


124.2



121.0Other non-current liabilities and deferred credits


26.6



2.75,910.9



3,697.9Contingencies and Guarantees(Notes 15 and 16,
    respectively)Shareholders EquityShare capital (Note 5)


1,429.0



1,461.3Unlimited authorization of common shares without par value;
    issued and outstanding 301,850,331 and 316,411,209 at
    September 30, 2008 and December 31, 2007, respectivelyUnlimited authorization of first preferred shares; none
    outstandingContributed surplus


122.6



98.9Accumulated other comprehensive income


1,699.8



2,178.9Retained earnings


2,065.2



2,279.65,316.6



6,018.7$
11,227.5


$
9,716.6    2




---



##### 



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


Nine Months EndedSeptember 30


September 302008


2007


2008


2007Sales(Note 9)

$
3,064.3


$
1,295.0


$
7,575.9


$
3,802.8Less: Freight


81.4



80.6



287.2



254.8Transportation and distribution


31.6



31.0



97.2



94.6Cost of goods sold


1,210.3



708.3



3,157.2



2,107.2Gross Margin


1,741.0



475.1



4,034.3



1,346.2Selling and administrative


31.7



43.9



158.6



158.0Provincial mining and other taxes


172.0



28.2



434.4



95.3Foreign exchange (gain) loss


(37.4
)


25.9



(63.2
)


67.4Other income (Note 12)


(140.0
)


(29.1
)


(255.2
)


(111.3
)26.3



68.9



274.6



209.4Operating Income


1,714.7



406.2



3,759.7



1,136.8Interest Expense(Note 13)


15.3



12.7



42.2



59.0Income Before Income Taxes


1,699.4



393.5



3,717.5



1,077.8Income Taxes(Note 7)


463.3



150.4



1,010.3



351.0Net Income

$
1,236.1


$
243.1



2,707.2



726.8Retained Earnings, Beginning of Period










2,279.6



1,286.4Repurchase of Common Shares(Note 5)










(2,829.1
)


-Change in Accounting Policy










-



0.2Dividends










(92.5
)


(79.0
)Retained Earnings, End of Period









$
2,065.2


$
1,934.4Net Income Per Share(Note 8)Basic

$
4.07


$
0.77


$
8.73


$
2.30Diluted

$
3.93


$
0.75


$
8.45


$
2.25Dividends Per Share

$
0.10


$
0.10


$
0.30


$
0.25   
 3




---



##### 



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


Nine Months EndedSeptember 30


September 302008


2007


2008


2007Operating ActivitiesNet income

$
1,236.1


$
243.1


$
2,707.2


$
726.8Adjustments to reconcile net income to cash provided by
    operating activitiesDepreciation and amortization


83.3



69.5



247.1



216.3Stock-based compensation


4.2



4.2



32.1



34.7(Gain) loss on disposal of property, plant and equipment and
    long-term investments


(21.5
)


0.2



(28.3
)


5.6Provision for auction rate securities


27.5



-



71.3



-Foreign exchange on future income tax


(14.6
)


21.4



(23.9
)


47.5Provision for future income tax


48.7



52.6



75.5



119.8Undistributed earnings of equity investees


(109.3
)


(15.7
)


(133.8
)


(17.6
)Loss (gain) on derivative instruments


0.6



(13.0
)


(18.4
)


(18.4
)Other long-term liabilities


(4.3
)


(25.6
)


2.8



(21.3
)Subtotal of adjustments


14.6



93.6



224.4



366.6Changes in non-cash operating working capitalAccounts receivable


(281.9
)


(100.2
)


(776.8
)


(139.9
)Inventories


(131.2
)


35.5



(360.5
)


51.6Prepaid expenses and other current assets


(10.7
)


0.8



(34.1
)


1.3Accounts payable and accrued charges


86.1



38.8



489.7



150.9Subtotal of changes in non-cash operating working capital


(337.7
)


(25.1
)


(681.7
)


63.9Cash provided by operating activities


913.0



311.6



2,249.9



1,157.3Investing ActivitiesAdditions to property, plant and equipment


(336.2
)


(145.1
)


(770.6
)


(381.6
)Purchase of long-term investments


(78.3
)


(21.0
)


(329.5
)


(30.7
)Purchase of auction rate securities


-



(132.5
)


-



(132.5
)Proceeds from disposal of property, plant and equipment and
    long-term investments


31.3



2.9



40.9



4.2Other assets and intangible assets


(11.7
)


(0.9
)


(33.1
)


9.8Cash used in investing activities


(394.9
)


(296.6
)


(1,092.3
)


(530.8
)Cash before financing activities


518.1



15.0



1,157.6



626.5Financing ActivitiesRepayment and issue costs of long-term debt obligations


-



-



(0.2
)


(403.6
)Proceeds from (repayment of) short-term debt obligations


743.9



5.5



1,586.3



(65.8
)Dividends


(29.8
)


(31.3
)


(92.3
)


(62.6
)Repurchase of common shares


(1,005.8
)


-



(2,902.9
)


-Issuance of common shares


3.2



3.6



31.5



22.3Cash used in financing activities


(288.5
)


(22.2
)


(1,377.6
)


(509.7
)Increase (Decrease) in Cash and Cash Equivalents


229.6



(7.2
)


(220.0
)


116.8Cash and Cash Equivalents, Beginning of Period


269.9



449.7



719.5



325.7Cash and Cash Equivalents, End of Period

$
499.5


$
442.5


$
499.5


$
442.5Cash and cash equivalents comprised of:Cash

$
62.5


$
11.3


$
62.5


$
11.3Short-term investments


437.0



431.2



437.0



431.2$
499.5


$
442.5


$
499.5


$
442.5Supplemental cash flow disclosureInterest paid

$
14.3


$
15.7


$
51.4


$
71.5Income taxes paid

$
210.1


$
59.1


$
595.7


$
128.2    4




---



##### 



Potash
    Corporation of Saskatchewan Inc.
    Condensed Consolidated Statements of Comprehensive (Loss)
    Income
    (in millions of US dollars)
    (unaudited)
  Three Months Ended


Nine Months EndedSeptember 30, 2008


September 30, 2008Before





Net of


Before





Net ofIncome


Income


Income


Income


Income


IncomeTaxes


Taxes


Taxes


Taxes


Taxes


TaxesNet income

$
1,699.4


$
463.3


$
1,236.1


$
3,717.5


$
1,010.3


$
2,707.2Other comprehensive incomeNet decrease in unrealized gains on available-for-sale
    securities(1)


(1,501.0
)


(129.2
)


(1,371.8
)


(345.2
)


57.0



(402.2
)Net losses on derivatives designated as cash flow
    hedges(2)


(364.7
)


(105.8
)


(258.9
)


(84.8
)


(24.6
)


(60.2
)Reclassification to income of net gains on cash flow
    hedges(2)


(0.3
)


(0.1
)


(0.2
)


(20.3
)


(5.9
)


(14.4
)Unrealized foreign exchange losses on translation of
    self-sustaining foreign operations


(7.2
)


-



(7.2
)


(2.3
)


-



(2.3
)Other comprehensive loss


(1,873.2
)


(235.1
)


(1,638.1
)


(452.6
)


26.5



(479.1
)Comprehensive (loss) income

$
(173.8
)

$
228.2


$
(402.0
)

$
3,264.9


$
1,036.8


$
2,228.1    Three Months Ended


Nine Months EndedSeptember 30, 2007


September 30, 2007Before





Net of


Before





Net ofIncome


Income


Income


Income


Income


IncomeTaxes


Taxes


Taxes


Taxes


Taxes


TaxesNet income

$
393.5


$
150.4


$
243.1


$
1,077.8


$
351.0


$
726.8Other comprehensive incomeNet increase in unrealized gains on available-for-sale
    securities(1)


281.5



23.4



258.1



844.7



57.4



787.3Net (losses) gains on derivatives designated as cash flow
    hedges(2)


(17.0
)


(4.7
)


(12.3
)


13.9



4.6



9.3Reclassification to income of net gains on cash flow
    hedges(2)


(8.5
)


(3.7
)


(4.8
)


(39.8
)


(13.1
)


(26.7
)Unrealized foreign exchange gains on translation of
    self-sustaining foreign operations


1.0



-



1.0



5.9



-



5.9Other comprehensive income


257.0



15.0



242.0



824.7



48.9



775.8Comprehensive income

$
650.5


$
165.4


$
485.1


$
1,902.5


$
399.9


$
1,502.6   (1)
    
    Available-for-sale securities are
    comprised of shares in Israel Chemicals Ltd. and Sinofert
    Holdings Limited and investments in auction rate securities.(2)
    
    Cash flow hedges are comprised of
    natural gas derivative instruments.   5




---



##### 



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


Unrealizedgains (losses) on


foreign exchangeNet unrealized


derivatives


gains (losses) ongains (losses) 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


$
2,178.9Decrease for the nine months ended September 30, 2008


(402.2
)


(74.6
)


(2.3
)


(479.1
)Accumulated other comprehensive income (loss),
    September 30, 2008

$
1,696.5


$
(1.1
)

$
4.4



1,699.8Retained Earnings, September 30, 2008














2,065.2Accumulated other comprehensive income and retained earnings,
    September 30, 2008













$
3,765.0    6




---



##### 



Potash
    Corporation of Saskatchewan Inc.
  Notes to
    the Condensed Consolidated Financial Statements
    For the Three and Nine Months Ended September 30, 2008
    (in millions of US dollars except share, per-share, percentage
    and ratio amounts)
    (unaudited)
  1.
    Significant
    Accounting Policies  Basis
    of Presentation
      Change
    in Accounting Policy
  Inventories
    Recent
    Accounting Pronouncements
  Capital
    Disclosures
    Financial
    Instruments
   7




---



##### 



Goodwill
    and Intangible Assets
        International
    Financial Reporting Standards
    2.
    Inventories  September 30,


December 31,2008(1)


2007Finished products

$
448.0


$
186.6Intermediate products


107.7



70.7Raw materials


81.9



68.0Materials and supplies


106.3



102.8$
743.9


$
428.1   (1)
    
    See change in accounting policy
    (Note 1).    3.
    Investments   8




---



##### 



# Investments





Impacts ofConsidered


Impacts of


ImpairmentsOther-Than-


Impairments


Recorded inTemporarily


Recorded in


RetainedFair


Impaired (of 6


AOCI and


Earnings andValue


Total)


OCI


Net IncomeBalance, December 31, 2007

$
56.0



2


$
50.0


$
26.5Add: Recoveries in value of investments considered temporarily
    impaired at beginning of period


0.2







(0.2
)


-Less: Reductions in value of investments considered temporarily
    impaired at beginning of period


(1.5
)






1.5



-Less: Reductions in value of investments considered
    other-than-temporarily
    impaired at beginning of period


(11.6
)






-



11.6Transfer of investment impairments at end of period from
    temporarily impaired to other-than-temporarily impaired


-



2



(31.5
)


31.5Balance, March 31, 2008


43.1



4



19.8



69.6Add: Recoveries in value of investments considered temporarily
    impaired


1.0







(1.0
)


-Add: Recoveries in value of investments considered
    other-than-temporarily
    impaired


3.5







(3.5
)


-Less: Reductions in value of investments considered
    other-than-temporarily
    impaired


(0.7
)






-



0.7Balance, June 30, 2008


46.9



4



15.3



70.3Less: Reductions in value of investments considered temporarily
    impaired at beginning of period


(7.1
)






7.1



-Less: Reductions in value of investments considered
    other-than-temporarily
    impaired at beginning of period


(5.1
)






-



5.1Transfer of investment impairments at end of period from
    temporarily impaired to other-than-temporarily impaired


-



2



(22.4
)


22.4Balance, September 30, 2008

$
34.7



6



-


$
97.8    9




---



##### 



4.
    Financial
    Instruments and Related Risk Management    Credit
    Risk
    September 30, 2008Cash and cash equivalents

$
499.5Accounts receivable


1,373.0Derivative instrument assets


55.3Available-for-sale investmentsAuction rate securities


34.7     
    Acceptable minimum counterparty credit ratings relating to the
    natural gas and foreign currency derivative instrument assets,
    and cash and cash equivalents
    Daily counterparty settlement on natural gas derivative
    instruments based on prescribed credit thresholds
    Exposure thresholds by counterparty on cash and cash equivalents      12-18 months. and/or
 10




---



##### 



September 30,


December 31,2008


20071-15 days

$
45.0


$
36.716-30 days


4.3



4.131-60 days


2.4



0.9Greater than 60 days


-



2.6$
51.7


$
44.3     As At and For the


As At and For theNine Months Ended


Year EndedSeptember 30,


December 31,2008


2007Balance  beginning of period

$
5.9


$
4.7Provision for receivables impairment


2.7



1.9Receivables written off during the period as uncollectible


(2.5
)


(0.7
)Balance  end of period

$
6.1


$
5.9     Liquidity
    Risk
    September 30, 2008Total


Amount


Amount


AmountAmount


Outstanding


Committed


AvailableSyndicated credit facilities

$
1,750.0


$
1,100.0


$
576.5
(1)

$
73.5Line of credit


75.0



-



23.2



51.8Commercial paper


750.0



576.5
(1)


100.0
(2)


73.5
(2)US shelf registrations


4,000.0



1,350.0



-



2,250.0
(3)   (1)
    
    Per the terms of the agreements,
    the commercial paper outstanding or committed, as applicable, is
    based on the US dollar balance or equivalent thereof in lawful
    money of other currencies at the time of issue; therefore,
    subsequent changes in the exchange rate applicable to Canadian
    dollar denominated commercial paper have no impact on this
    balance. 11




---



##### 



(2)
    
    The amount available under the
    commercial paper program is limited to the availability of
    backup funds under the syndicated credit facilities. While $73.5
    of commercial paper was available under the terms of the
    commercial paper program, due to market conditions existing at
    September 30, 2008, the ability to issue commercial paper
    in the marketplace was limited. As of November 5, 2008,
    liquidity conditions in the commercial paper market have
    improved.(3)
    
    $400.0 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.  364-day 364-day
      CarryingAmount ofLiability atSeptember 30,


Contractual


Within








Over2008


Cash Flows


1 year


1 to 3 years


3 to 5 years


5 yearsShort-term debt
    obligations(1)

$
1,676.3


$
1,682.0


$
1,682.0


$
-


$
-


$
-Accounts payable and accrued
    charges(2)


754.8



754.8



754.8



-



-



-Long-term debt
    obligations(1)


1,358.3



2,431.6



96.7



794.9



346.5



1,193.5Derivative financial instrument liabilitiesForeign currency forward contracts


3.2Outflow






314.8



314.8



-



-



-Inflow






(311.6
)


(311.6
)


-



-



-Natural gas hedging derivatives


43.1



48.7



20.0



11.7



1.5



15.5   (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.  Market
    Risk
   12




---



##### 



Foreign
    Exchange Risk
          Foreign Exchange RiskCarrying Amount


5% increase


5% decreaseof Asset (Liability)


in US$


in US$at September 30,2008


Income


OCI


Income


OCIAccounts receivable denominated in Canadian dollars

$
18.6


$
(0.9
)

$
-


$
0.9


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


1,936.2



-



(96.8
)


-



96.8Sinofert denominated in Hong Kong dollars


745.4



-



(37.3
)


-



37.3Short-term debt denominated in Canadian dollars


(194.5
)


9.7



-



(9.7
)


-Accounts payable denominated in Canadian dollars


(93.5
)


4.7



-



(4.7
)


-Derivative instrumentsForeign currency forward contracts


(3.2
)


(15.2
)


-



15.2



-   Interest
    Rate Risk
     13




---



##### 



Interest Rate RiskCarrying Amount


1% decrease in


1% increase inof Asset (Liability)


interest rates


interest ratesat September 30,2008


Income


OCI


Income


OCIFixed rate instrumentsLong-term debt
    obligations(1)

$
(1,352.4
)

$
-


$
-


$
-


$
-Variable rate instrumentsCash and cash equivalents


499.5



(5.0
)


-



5.0



-Available-for-sale investmentsAuction rate securities


34.7



(1.3
)


-



1.3



-Long-term debt obligations


(5.9
)


0.1



-



(0.1
)


-Short-term debt obligations


(1,676.3
)


16.8



-



(16.8
)


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


10% decrease


10% increaseof Asset


in prices


in pricesat September 30,2008


Income


OCI


Income


OCIDerivative instrumentsNatural gas hedging
    derivatives(1)

$
12.2
(2)

$
-


$
(102.5
)

$
8.8


$
93.7Available-for-sale investments 
    Intercorporate investments


2,681.6



-



(268.2
)


-



268.2Auction rate
    securities(3)


34.7



n/a



n/a



n/a



n/a   (1)
    
    As at September 30, 2008, the
    company had natural gas derivatives qualifying for hedge
    accounting in the form of swaps which represented a notional
    amount of 141.1 million MMBtu with maturities in 2008
    through 2018.  (2)
    
    Amount is net of $43.1 of
    derivative instrument liabilities. For financial statement
    presentation purposes, the current portion of derivative
    instrument liabilities of $19.7, is included with Accounts
    payable and accrued charges, and the non-current portion
    of $23.4 is included with Other non-current liabilities
    and deferred credits.(3)
    
    Due to the current lack of an
    active market for these securities, price sensitivities are not
    determinable. 14




---



##### 



Supplemental
    Disclosures
    5.
    Share
    Repurchase      6.
    Capital
    Disclosures      September 30,


December 31,2008


2007Short-term debt

$
1,676.3


$
90.0Current portion of long-term debt


0.2



0.2Long-term debt


1,339.4



1,339.4Total debt


3,015.9



1,429.6Less: cash and cash equivalents


499.5



719.5Net debt


2,516.4



710.1Shareholders equity


5,316.6



6,018.7Less: accumulated other comprehensive income


1,699.8



2,178.9Adjusted shareholders equity


3,616.8



3,839.8Adjusted
    capital(1)

$
6,133.2


$
4,549.9   (1)
    
    Adjusted capital = (total
    debt −  cash and cash equivalents) +
    (shareholders equity −  accumulated other
    comprehensive income) 15




---



##### 



As At or For the12 Months EndedSeptember 30,


December 31,2008


2007Components of ratios 
    Adjusted EBITDA (twelve months ended)

$
4,631.3


$
1,906.3Net debt

$
2,516.4


$
710.1Adjusted interest expense (twelve months ended)

$
91.3


$
90.5Adjusted capital

$
6,133.2


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


50.7



21.1Net debt to adjusted
    EBITDA(2)


0.5



0.4Net debt to adjusted
    capital(3)


41.0%



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 EndedSeptember 30,


September 30,


June 30,


March 31,


December 31,


December 31,2008


2008


2008


2008


2007


2007Net income

$
3,084.0


$
1,236.1


$
905.1


$
566.0


$
376.8


$
1,103.6Income taxes


1,075.5



463.3



375.2



171.8



65.2



416.2Interest expense


51.9



15.3



15.7



11.2



9.7



68.7Depreciation and amortization


322.1



83.3



83.9



79.9



75.0



291.3Provision for auction rate securities


97.8



27.5



0.7



43.1



26.5



26.5Adjusted EBITDA

$
4,631.3


$
1,825.5


$
1,380.6


$
872.0


$
553.2


$
1,906.3   Twelve














TwelveMonths Ended


Three Months Ended


Months EndedSeptember 30,


September 30,


June 30,


March 31,


December 31,


December 31,2008


2008


2008


2008


2007


2007Interest expense

$
51.9


$
15.3


$
15.7


$
11.2


$
9.7


$
68.7Capitalized interest


39.4



13.2



10.5



8.4



7.3



21.8Adjusted interest expense

$
91.3


$
28.5


$
26.2


$
19.6


$
17.0


$
90.5  16




---



##### 



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. In addition, there
    was an increase in permanent deductions in the US.
    In the third quarter of 2008, a current income tax recovery of
    $29.1 was recorded that related to an increase in permanent
    deductions in the US from prior years. This is in addition to
    the future income tax recovery of $42.0 that was recorded in the
    first quarter of 2008.
    Future income tax assets were written down by $11.0 during the
    second quarter of 2008.
    The $25.3 gain recognized in first-quarter 2008 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 September 30, 2008Potash


Nitrogen


Phosphate


All Others


ConsolidatedSales

$
1,145.2


$
838.9


$
1,080.2


$
-


$
3,064.3Freight


36.0



18.1



27.3



-



81.4Transportation and distribution


9.9



12.9



8.8



-



31.6Net sales  third party


1,099.3



807.9



1,044.1



-Cost of goods sold


189.6



483.8



536.9



-



1,210.3Gross margin


909.7



324.1



507.2



-



1,741.0Depreciation and amortization


18.9



26.2



36.1



2.1



83.3Inter-segment sales


-



62.8



7.7



-



-   17




---



##### 



Three Months Ended September 30, 2007Potash


Nitrogen


Phosphate


All Others


ConsolidatedSales

$
427.4


$
436.0


$
431.6


$
-


$
1,295.0Freight


38.3



15.4



26.9



-



80.6Transportation and distribution


8.7



12.9



9.4



-



31.0Net sales  third party


380.4



407.7



395.3



-Cost of goods sold


159.1



283.8



265.4



-



708.3Gross margin


221.3



123.9



129.9



-



475.1Depreciation and amortization


15.5



22.2



29.3



2.5



69.5Inter-segment sales


-



25.0



-



-



-   Nine Months Ended September 30, 2008Potash


Nitrogen


Phosphate


All Others


ConsolidatedSales

$
3,135.9


$
2,064.6


$
2,375.4


$
-


$
7,575.9Freight


151.6



46.4



89.2



-



287.2Transportation and distribution


35.2



36.8



25.2



-



97.2Net sales  third party


2,949.1



1,981.4



2,261.0



-Cost of goods sold


638.4



1,261.9



1,256.9



-



3,157.2Gross margin


2,310.7



719.5



1,004.1



-



4,034.3Depreciation and amortization


65.7



71.1



104.4



5.9



247.1Inter-segment sales


-



145.4



22.4



-



-   Nine Months Ended September 30, 2007Potash


Nitrogen


Phosphate


All Others


ConsolidatedSales

$
1,318.1


$
1,336.8


$
1,147.9


$
-


$
3,802.8Freight


135.0



40.0



79.8



-



254.8Transportation and distribution


30.9



39.1



24.6



-



94.6Net sales  third party


1,152.2



1,257.7



1,043.5



-Cost of goods sold


496.3



858.3



752.6



-



2,107.2Gross margin


655.9



399.4



290.9



-



1,346.2Depreciation and amortization


54.4



65.5



88.6



7.8



216.3Inter-segment sales


-



84.1



1.9



-



-   10.
    Stock-Based
    Compensation    Expected dividend

$
0.40Expected volatility


34%Risk-free interest rate


3.30%Expected life of options


5.8 years  18




---



##### 



11.
    Pension
    and Other Post-Retirement Expenses  Three Months


Nine MonthsEnded


EndedSeptember 30


September 30Defined Benefit Pension
    Plans

2008


2007


2008


2007Service cost

$
3.7


$
3.9


$
11.3


$
11.5Interest cost


10.0



9.1



30.0



27.3Expected return on plan assets


(12.7
)


(10.7
)


(38.5
)


(32.1
)Net amortization and change in valuation allowance


2.6



3.2



7.6



9.6Net expense

$
3.6


$
5.5


$
10.4


$
16.3   Three Months


Nine MonthsEnded


EndedSeptember 30


September 30Other Post-Retirement
    Plans

2008


2007


2008


2007Service cost

$
1.5


$
1.5


$
4.3


$
4.4Interest cost


4.0



3.6



12.0



10.6Net amortization


0.2



0.1



0.5



0.4Net expense

$
5.7


$
5.2


$
16.8


$
15.4     12.
    Other
    Income  Three Months


Nine MonthsEnded


EndedSeptember 30


September 302008


2007


2008


2007Share of earnings of equity investees

$
109.3


$
15.4


$
193.0


$
58.2Dividend income


30.3



8.8



64.0



47.5Gain on forward purchase contract for shares in Sinofert
    (Note 3)


-



-



25.3



-Other


27.9



4.9



44.2



5.6Provision for auction rate securities (Note 3)


(27.5
)


-



(71.3
)


-$
140.0


$
29.1


$
255.2


$
111.3    19




---



##### 



13.
    Interest
    Expense  Three Months


Nine MonthsEnded


EndedSeptember 30


September 302008


2007


2008


2007Interest expense onShort-term debt

$
10.7


$
1.9


$
17.0


$
7.7Long-term debt


23.9



24.4



71.2



86.3Interest capitalized to property, plant and equipment


(13.2
)


(5.7
)


(32.1
)


(14.5
)Interest income


(6.1
)


(7.9
)


(13.9
)


(20.5
)$
15.3


$
12.7


$
42.2


$
59.0   14.
    Seasonality    15.
    Contingencies  Canpotex
    Mining
    Risk
    Investment
    in Arab Potash Company Ltd. (APC)
    Legal
    and Other Matters
     20




---



##### 



and/or
    and/or
   21




---



##### 



in-situ
  and/or
   22




---



##### 



16.  Guarantees
     23




---



##### 



17.
    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
 24




---



##### 



(f) Pension and other post-retirement benefits:
    (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:
 25




---



##### 



(l) Income tax consequences of stock-based employee
    compensation:
  (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 Months


Nine MonthsEnded September 30


Ended September 302008


2007


2008


2007Net income as reported  Canadian GAAP

$
1,236.1


$
243.1


$
2,707.2


$
726.8Items increasing (decreasing) reported net incomeDepreciation and amortization (c)


2.1



2.1



6.3



6.3Exploration costs (d)


-



-



(5.9
)


-Stock-based compensation (i)


(0.7
)


(1.4
)


2.8



(0.4
)Stripping costs (j)


0.4



(0.5
)


(3.1
)


(8.8
)Share of earnings of equity investees (a)


(0.6
)


(0.6
)


(0.4
)


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


0.1



0.7



0.3



2.1Deferred income taxes relating to the above adjustments (k)


(0.2
)


(0.1
)


(0.1
)


0.5Income taxes related to US GAAP effective income tax rate (k, l)


-



13.6



(3.2
)


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


(3.9
)


(3.4
)


(33.0
)


(11.4
)Income taxes related to uncertain income tax positions (m)


(21.1
)


25.4



(15.0
)


23.4Net income  US GAAP

$
1,212.2


$
278.9


$
2,655.9


$
737.3Basic weighted average shares
    outstanding  US GAAP


304,017,000



315,962,000



310,076,000



315,444,000Diluted weighted average shares outstanding  US GAAP


314,081,000



323,349,000



320,480,000



323,563,000Basic net income per share  US GAAP

$
3.99


$
0.88


$
8.57


$
2.34Diluted net income per share  US GAAP

$
3.86


$
0.86


$
8.29


$
2.28   26




---



##### 



September 30,


December 31,2008


2007Total assets as reported  Canadian GAAP

$
11,227.5


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


(94.9
)


(101.2
)Exploration costs (d)


(12.3
)


(6.4
)Stripping costs (j)


(35.8
)


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


(70.0
)


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


(2.9
)


-Investment in equity investees (a)


1.9



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


24.9



18.4Goodwill (b)


(46.7
)


(46.7
)Total assets  US GAAP

$
10,991.7


$
9,483.6   September 30,


December 31,2008


2007Total shareholders equity as reported  Canadian
    GAAP

$
5,316.6


$
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)


(87.8
)


(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)


76.4



70.1Exploration costs (d)


(12.3
)


(6.4
)Stripping costs (j)


(35.8
)


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


16.4



16.1Share of earnings of equity investees (a)


1.9



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


30.3



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)


(0.5
)


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


85.7



85.7Shareholders equity  US GAAP

$
5,138.2


$
5,863.6   27




---



##### 



Nine MonthsEnded September 302008


2007Net income  US GAAP

$
2,655.9


$
737.3Other comprehensive (loss) incomeNet (decrease) increase in unrealized gains on
    available-for-sale securities


(345.2
)


842.6Net (losses) gains on derivatives designated as cash flow hedges


(84.8
)


13.9Reclassification to income of net gains on cash flow hedges


(20.3
)


(39.8
)Unrealized foreign exchange (losses) gains on translation of
    self-sustaining foreign operations


(2.3
)


5.9Pension and other post-retirement benefits


(4.3
)


8.7Share of OCI of equity investees


-



(1.3
)Deferred income taxes related to other comprehensive income


(24.3
)


(51.7
)Other comprehensive (loss) income


(481.2
)


778.3Comprehensive income  US GAAP

$
2,174.7


$
1,515.6   Supplemental
    US GAAP Disclosures
  Uncertainty
    in Income Taxes
    Balance at December 31, 2007

$
11.6Additions based on tax positions related to the current year


11.5Additions for tax positions of prior years


69.4Reductions for tax positions of prior years


(61.2
)Settlements


(4.5
)Balance at September 30, 2008

$
26.8   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.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.   28




---



##### 



Fair Value Measurements at Reporting Date Using:Carrying Amount


Quoted Prices in


Significant Other


Significantof Asset (Liability)


Active Markets for


Observable


Unobservableat September


Identical Assets


Inputs


InputsDescription

30, 2008


(Level 1)


(Level 2)


(Level 3)Derivative instrument assets

$
55.3


$
-


$
-


$
55.3Available-for-sale securities


2,716.3



2,681.6



-



34.7Derivative instrument liabilities (net of cash margin deposits
    receivable)


(43.4
)


2.9



(3.2
)


(43.1
)   DerivativeInstrument


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

Assets


SecuritiesBeginning balance, December 31, 2007

$
127.7


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


18.2



(71.3
)Included in other comprehensive income


(103.2
)


-Other(1)


-



50.0Purchases, sales, issuances and settlements


(30.5
)


-Transfers out of Level 3


-



-Ending balance, September 30, 2008

$
12.2


$
34.7Amount of total losses for the period included in earnings
    attributable to the change in unrealized losses relating to
    assets still held at the reporting date

$
(9.9
)

$
(71.3
)Gains (losses) (realized and unrealized) included in earnings
    for the period are reported in:Cost of Goods Sold

$
18.3


$
-Other income


-



(71.3
)   (1)
    
    Represents unrealized losses
    transferred from other comprehensive income to earnings as a
    result of the other-than-temporary impairment of the securities.    Fair
    Value Option for Financial Assets and Financial
    Liabilities
    Offsetting
    of Certain Amounts
  No. FIN 39-1, FIN 39-1). FIN 39-1
 29




---



##### 



FIN 39-1 FIN 39-1
  Business
    Combinations
    Noncontrolling
    Interests in Consolidated Financial Statements
    Disclosures
    about Derivative Instruments and Hedging Activities
    The
    Hierarchy of Generally Accepted Accounting Principles
    18.
    Comparative
    Figures   30




---



##### 



ITEM 2.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-K, www.sec.gov/edgar.shtml
  POTASHCORP
    AND OUR BUSINESS ENVIRONMENT
        POTASHCORP
    VISION
      POTASHCORP
    STRATEGY
     31




---



##### 



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
    September 30, 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 2.11, representing an increase of
9 percent for the first nine months of 2008 compared to the
2007 annual level. As compared to the nine months ended
September 30, 2007, recordable injury rate increased
4 percent.
Lost-time injury rate was 0.37, representing an increase of
86 percent for the first nine months of 2008 compared to
the 2007 annual level. As compared to the nine months ended
September 30, 2007, lost-time injury rate increased
271 percent.To have no accidents and 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 a
    N basis for nitrogen,
    P2O5
    basis for phosphate and KCl basis for potash) was flat in the
    first nine months of 2008.Reduce reportable releases and permit excursions by
    15 percent from 2007 levels.


Reportable release rate on an annualized basis declined
    11 percent while annualized permit excursions were down
    52 percent during the first nine months of 2008 compared to
    2007 annual levels. Compared to the first nine months of 2007,
    reportable releases were down 33 percent and permit
    excursions were up 33%.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 nine months of 2008, exceeding the DJUSBM return of
    -25 percent and our sector average return of
    -20 percent.  32




---



##### 



FINANCIAL
    OVERVIEW
  Form 10-Q.
    Earnings
    Guidance
  28-30 percent.
  Overview
    of Actual Results
  Operations
  Three Months Ended September 30


Nine Months Ended September 30Dollar


%








Dollar


%Dollars (millions)  except per-share amounts

2008


2007


Change


Change


2008


2007


Change


ChangeSales

$
3,064.3


$
1,295.0


$
1,769.3



137


$
7,575.9


$
3,802.8


$
3,773.1



99Freight


81.4



80.6



0.8



1



287.2



254.8



32.4



13Transportation and distribution


31.6



31.0



0.6



2



97.2



94.6



2.6



3Cost of goods sold


1,210.3



708.3



502.0



71



3,157.2



2,107.2



1,050.0



50Gross margin

$
1,741.0


$
475.1


$
1,265.9



266


$
4,034.3


$
1,346.2


$
2,688.1



200Operating income

$
1,714.7


$
406.2


$
1,308.5



322


$
3,759.7


$
1,136.8


$
2,622.9



231Net income

$
1,236.1


$
243.1


$
993.0



408


$
2,707.2


$
726.8


$
1,980.4



272Net income per share  basic

$
4.07


$
0.77


$
3.30



429


$
8.73


$
2.30


$
6.43



280Net income per share  diluted

$
3.93


$
0.75


$
3.18



424


$
8.45


$
2.25


$
6.20



276      33




---



##### 



Balance
    Sheet
     34




---



##### 



Business
    Segment Review
   35




---



##### 



and/or
  Potash
  Three Months Ended September 30Dollars (millions)


Tonnes (thousands)


Average Price per
    Tonne(1)2008


2007


% Change


2008


2007


% Change


2008


2007


% ChangeSales

$
1,145.2


$
427.4



168Freight


36.0



38.3



(6
)Transportation and distribution


9.9



8.7



14Net sales

$
1,099.3


$
380.4



189Manufactured productNet salesNorth American

$
299.5


$
138.4



116



532



710



(25
)

$
562.86


$
194.82



189Offshore


796.7



239.7



232



1,325



1,442



(8
)

$
601.34


$
166.20



2621,096.2



378.1



190



1,857



2,152



(14
)

$
590.31


$
175.63



236Cost of goods sold


185.6



157.2



18














$
99.95


$
72.98



37Gross margin


910.6



220.9



312














$
490.36


$
102.65



378Other miscellaneous and purchased productNet sales


3.1



2.3



35Cost of goods sold


4.0



1.9



111Gross margin


(0.9
)


0.4



n/mGross Margin

$
909.7


$
221.3



311














$
489.88


$
102.83



376   Nine Months Ended September 30Dollars (millions)


Tonnes (thousands)


Average Price per
    Tonne(1)2008


2007


% Change


2008


2007


% Change


2008


2007


% ChangeSales

$
3,135.9


$
1,318.1



138Freight


151.6



135.0



12Transportation and distribution


35.2



30.9



14Net sales

$
2,949.1


$
1,152.2



156Manufactured productNet salesNorth American

$
1,028.6


$
482.0



113



2,585



2,653



(3
)

$
397.88


$
181.63



119Offshore


1,909.5



661.8



189



4,527



4,477



1


$
421.84


$
147.82



1852,938.1



1,143.8



157



7,112



7,130



-


$
413.13


$
160.40



158Cost of goods sold


629.7



490.3



28














$
88.55


$
68.75



29Gross margin


2,308.4



653.5



253














$
324.58


$
91.65



254Other miscellaneous and purchased productNet sales


11.0



8.4



31Cost of goods sold


8.7



6.0



45Gross margin


2.3



2.4



(4
)Gross Margin

$
2,310.7


$
655.9



252














$
324.90


$
91.99



253   (1)
    
    Rounding differences may occur due
    to the use of whole dollars in per-tonne calculations.
    n/m = not meaningful 36




---



##### 



Highlights
  
    Potash generated a record $909.7 million of gross margin in
    the third quarter of 2008, up from $221.3 million in the
    same quarter last year. Extremely tight supply/demand
    fundamentals made fulfilling volume commitments to North
    American and offshore customers a challenge and led to
    significantly higher prices and gross margin. For the first nine
    months of 2008, potash gross margin of $2,310.7 million was
    252 percent higher than the $655.9 million generated
    in the first nine months of 2007.
    Third-quarter sales volumes of 1.9 million tonnes were
    14 percent below the same period last year, as potash
    availability was limited and our quarter-end inventories were
    reduced to the lowest in our history. Total sales volumes of
    7.1 million tonnes for the first nine months of 2008 were
    flat compared to the same period last year.
    Our inventories, of 212,000 tonnes are 49 percent lower
    than last years levels and 33 percent lower than
    June 30, 2008 levels.
    We produced 1.7 million tonnes in the third quarter of 2008
    compared to 1.8 million tonnes in third-quarter 2007. In
    the first nine months of 2008 and 2007, we produced
    6.6 million tonnes. Per-tonne cost of goods sold increased
    37 percent (over $26 per tonne) quarter over quarter and
    29 percent (almost $20 per tonne) year over year, due to
    the impact of a stronger Canadian dollar, higher royalties and
    additional costs for brine inflow management at New Brunswick.
    Unionized employees at the companys Allan Division, Cory
    Division and Patience Lake Division potash operations commenced
    strike action on August 7, 2008. The labor dispute at these
    three facilities led to 16 additional mine shutdown weeks
    compared to last years third quarter.  Potash
    gross margin variance attributable to:
  Three Months Ended September 30



Nine Months Ended September 30Dollars (millions)

2008 vs. 2007



2008 vs. 2007Change in











Change inPrices/Costs











Prices/CostsChange in











Change inSales






Cost of







Sales







Cost ofVolumes



Net Sales


Goods Sold



Total



Volumes



Net Sales



Goods Sold



TotalManufactured productNorth American

$
(24.3
)


$
191.8


$
(7.2
)


$
160.3



$
(9.7
)


$
557.9



$
(37.9
)


$
510.3Offshore


(10.8
)



572.9



(34.2
)



527.9




5.2




1,240.4




(102.5
)



1,143.1Change in market mix


2.4




(0.9
)


-




1.5




2.3




(0.8
)



-




1.5Total manufactured product

$
(32.7
)


$
763.8


$
(41.4
)



689.7



$
(2.2
)


$
1,797.5



$
(140.4
)



1,654.9Other miscellaneous and purchased product
















(1.3
)


















(0.1
)Total















$
688.4


















$
1,654.8   Sales and
    Cost of Goods Sold
    
    Previously announced price increases, reflecting increased
    demand, were realized during the quarter. The average offshore
    price more than tripled since September 30, 2007 as the
    benefit of previously announced price increases were realized.
    Incremental spot market prices to Brazil and Southeast Asia each
    increased by approximately $700 per tonne since last years
    third quarter, while China paid an additional $400 per tonne and
    India $355 per tonne on their contracts with Canpotex Limited
    (Canpotex), the offshore marketing company for
    Saskatchewan potash producers. In North America, realized prices
    of $563 per tonne were 189 percent higher than in the same
    quarter last year, as we continued to recognize the benefit of
    approximately $370 per tonne of previously announced price
    increases since last years third quarter. By 37




---



##### 



the end of this years third quarter, we began to realize
    an additional $275 per tonne increase introduced
    September 1, 2008. Prices in the North American market were
    $38 per tonne, or 6 percent, lower than offshore prices.
    This compares to North American prices that were $29 per tonne,
    or 17 percent, higher than offshore prices in the third
    quarter of 2007. Historically, higher prices have been realized
    in the North American market due, in part, to prices in offshore
    contracts lagging behind prices in the North American spot
    market. Product mix is also a factor, as North American
    customers prefer premium priced granular product versus standard
    product more typically consumed in certain major offshore
    markets. This traditional relationship became inverted in the
    third quarter of this year, principally due to the proportion of
    tonnage destined for spot versus contract markets and the pace
    and timing of price increases in the offshore markets as
    compared to those in North America.  
    Sales volumes of 1.9 million tonnes were down
    14 percent from last years third quarter, as potash
    availability was limited due to our inventories being at the
    lowest levels ever and decreased production at three potash
    mines due to a strike. All shipped volumes remained on an
    allocation basis. North American potash volumes were down
    25 percent due to these tight supplies. Offshore shipments
    of 1.3 million tonnes were 8 percent lower than the
    same quarter last year, also because of limited supply. The
    pattern of this years offshore shipments was altered by
    the late contract settlement between Canpotex and China.
    Canpotex shipped 585,000 tonnes to China in third quarter 2008
    reflecting more traditional levels but still down 5 percent
    from the same quarter in 2007. India continued to benefit from
    Chinas late entry to the market, receiving 336,000 tonnes
    from Canpotex in the quarter, an increase of 23 percent
    from the same period last year. Canpotexs third-quarter
    shipments to Brazil (575,000 tonnes) were up 6 percent
    quarter over quarter. The 448,000 tonnes sent to Southeast Asian
    countries in third quarter 2008 was 16 percent below last
    years third quarter, as countries in that region bought
    earlier in the year while China was on the sidelines.
    Production levels were down 5 percent as shutdown weeks
    increased from 8 weeks in 2007 to 24 weeks in 2008 as
    a result of a labor dispute at three mines. Production levels
    did not fall further compared to last year as the timing of the
    strike overlapped certain regularly planned maintenance
    shutdowns during the quarter. The impact of a stronger Canadian
    dollar relative to the US dollar negatively impacted cost of
    goods sold by more than $5 per tonne on all tonnes. Higher
    potash royalties included in cost of goods sold resulting from
    higher sales prices increased costs by $14.0 million ($8
    per tonne) and brine inflow management costs at New Brunswick
    incrementally increased total cost by $3.8 million ($2 per
    tonne). The costs of brine inflow were attributed to production
    of potash that was mainly sold in the offshore market,
    contributing to the negative price component of the cost of
    goods sold variance being higher for the offshore market than
    for North America.    
    
    Offshore prices almost tripled over last year as
    per-tonne
    increases announced by Canpotex in the first and second quarter
    were realized. In North America, the announced price increases
    in the first quarter ($55 and $88), second quarter ($165 to
    $193) and third quarter ($275) took effect. Our North American
    realized 38




---



##### 



prices were $24 per tonne, or 6 percent, lower than
    offshore prices. North American prices shifted from being $26
    per tonne (9 percent) higher in the first quarter of 2008
    to being $14 per tonne (3 percent) lower in the second
    quarter and $38 per tonne (6 percent) lower in the third.
    This compares to North American prices that were $34 per tonne,
    or 23 percent, higher than offshore prices in the first
    nine months of 2007. The shift began in second quarter 2008 as a
    greater percentage of spot sales were occurring in offshore
    markets at the same time as price escalations were moving higher.  
    Total sales volumes in 2008 were flat compared to 2007. Products
    were being sold on an allocation basis to all customers as high
    demand, supported by high commodity prices, coupled with reduced
    production levels as a result of the labor dispute at three
    facilities kept our inventories at historically low levels and
    led us to sell all the product we produced. In the first half of
    2008, global customers acted to secure supply rather than wait
    for China to set the bar with its annual price contract. Brazil
    was Canpotexs largest customer in 2008 taking
    24 percent of Canpotexs sales volumes or
    1.9 million tonnes, while India took 1.0 million
    tonnes or 14 percent and China took 908,000 tonnes or
    12 percent of total sales volumes. In 2007, sales to
    Brazil, India and China represented 21 percent,
    10 percent and 26 percent of Canpotexs total
    sales volumes, respectively. Although sales volumes to China
    were down 50 percent, volumes to India increased by
    43 percent, Brazil by 25 percent and Southeast Asia by
    25 percent.
    Production levels were flat in 2008 as a 10 percent
    increase in the first quarter, resulting from no shutdown weeks
    incurred compared to two shutdown weeks in the same period in
    2007, was offset by a 5 percent reduction in both the
    second and third quarters. In total, 26 shutdown weeks were
    incurred during the first nine months of 2008 compared to 18 in
    the first nine months of 2007. Despite an additional eight weeks
    of shutdown during 2008, production levels were flat as our
    Rocanville and Lanigan mines had higher recovery rates which
    offset lost production from other mines. The impact of a
    stronger Canadian dollar relative to the US dollar negatively
    impacted cost of goods sold by over $8 per tonne on all tonnes.
    Higher potash royalties included in cost of goods sold increased
    costs by $56.8 million ($8 per tonne). Period costs related
    to the strike resulted in a $5 per tonne increase. Higher
    operating costs at Esterhazy increased cost of sales by $3 per
    tonne and brine inflow management costs at New Brunswick
    incrementally increased total cost by $30.9 million ($4 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. 39




---



##### 



Nitrogen
  Three Months Ended September 30Dollars (millions)


Tonnes (thousands)


Average Price per
    Tonne(1)2008


2007


%Change


2008


2007


% Change


2008


2007


% ChangeSales

$
838.9


$
436.0



92Freight


18.1



15.4



18Transportation and distribution


12.9



12.9



-Net sales

$
807.9


$
407.7



98Manufactured productNet salesAmmonia

$
344.4


$
148.3



132



494



526



(6
)

$
697.82


$
282.63



147Urea


219.7



119.1



84



280



356



(21
)

$
783.79


$
334.39



134Nitrogen solutions/Nitric acid/
    Ammonium nitrate


193.4



105.1



84



613



569



8


$
315.46


$
184.82



71757.5



372.5



103



1,387



1,451



(4
)

$
546.17


$
257.01



113Cost of goods sold


445.0



253.8



75














$
320.86


$
175.20



83Gross margin


312.5



118.7



163














$
225.31


$
81.81



175Other miscellaneous and purchased productNet sales


50.4



35.2



44Cost of goods sold


38.8



30.0



30Gross margin


11.6



5.2



123Gross Margin

$
324.1


$
123.9



162














$
233.67


$
85.39



174   Nine Months Ended September 30Dollars (millions)


Tonnes (thousands)


Average Price per
    Tonne(1)2008


2007


%Change


2008


2007


% Change


2008


2007


% ChangeSales

$
2,064.6


$
1,336.8



54Freight


46.4



40.0



16Transportation and distribution


36.8



39.1



(6
)Net sales

$
1,981.4


$
1,257.7



58Manufactured productNet salesAmmonia

$
823.0


$
504.4



63



1,400



1,622



(14
)

$
588.04


$
311.10



89Urea


528.5



344.9



53



907



1,008



(10
)

$
582.79


$
342.36



70Nitrogen solutions/Nitric acid/
    Ammonium nitrate


469.7



323.9



45



1,680



1,693



(1
)

$
279.52


$
191.34



461,821.2



1,173.2



55



3,987



4,323



(8
)

$
456.81


$
271.47



68Cost of goods sold


1,127.0



789.0



43














$
282.69


$
182.60



55Gross margin


694.2



384.2



81














$
174.12


$
88.87



96Other miscellaneous and purchased productNet sales


160.2



84.5



90Cost of goods sold


134.9



69.3



95Gross margin


25.3



15.2



66Gross Margin

$
719.5


$
399.4



80














$
180.46


$
92.39



95   (1)
    
    Rounding differences may occur due
    to the use of whole dollars in per-tonne calculations. 40




---



##### 



Highlights
  
    Nitrogen operations contributed a record $324.1 million in
    the third quarter, up 162 percent from the
    $123.9 million in last years third quarter. High
    global energy prices and very tight world ammonia supplies (due
    to planned and unplanned turnarounds in various
    nitrogen-producing countries around the world) mitigated the
    traditional seasonal weakening of nitrogen markets in the third
    quarter. This raised segment gross margin for the first nine
    months of 2008 to $719.5 million, 80 percent ahead of
    the first nine months of 2007.
    Average natural gas costs, including hedging gains, increased to
    $9.36 per MMBtu compared to $3.94 per MMBtu for the same period
    in 2007, and to $7.95 per MMBtu in the first nine months of 2008
    from $4.26 per MMBtu for the same period in 2007. These
    increases were due to higher US natural gas prices and Tampa
    ammonia prices to which our Trinidad natural gas is primarily
    indexed.
    Trinidad generated a record $175.6 million
    (54 percent) in third quarter gross margin, while our US
    operations contributed a record $148.0 million
    (46 percent) as we capitalized on lower US natural gas
    costs and optimized our mix of ammonia and downstream nitrogen
    products to maximize gross margin. For the first nine months of
    2008, Trinidad generated $363.5 million (51 percent)
    of gross margin, while our US operations contributed
    $335.7 million (47 percent). Hedging gains on our US
    natural gas added $0.5 million and $20.3 million to
    gross margin in the third quarter and first nine months,
    respectively. Compared to the trailing quarter, hedging gains
    decreased $11.4 million due to the decline in natural gas
    prices relative to our position.  Nitrogen
    gross margin variance attributable to:
  Three Months Ended September 30



Nine Months Ended September 30Dollars (millions)

2008 vs. 2007



2008 vs. 2007Change in











Change inPrices/Costs











Prices/CostsChange in











Change inSales






Cost of







Sales







Cost ofVolumes



Net Sales


Goods Sold



Total



Volumes



Net Sales



Goods Sold



TotalManufactured productAmmonia

$
(3.1
)


$
203.2


$
(95.9
)


$
104.2



$
(41.0
)


$
387.3



$
(181.5
)


$
164.8Urea


(18.3
)



126.4



(36.8
)



71.3




(27.8
)



218.0




(78.1
)



112.1Solutions, NA, AN


(2.1
)



79.7



(50.0
)



27.6




(5.1
)



148.2




(90.3
)



52.8Hedge


-




-



(9.5
)



(9.5
)



-




-




(21.0
)



(21.0
)Change in market mix


9.3




(9.1
)


-




0.2




14.9




(14.2
)



0.6




1.3Total manufactured product

$
(14.2
)


$
400.2


$
(192.2
)



193.8



$
(59.0
)


$
739.3



$
(370.3
)



310.0Other miscellaneous and purchased product
















6.4



















10.1Total















$
200.2


















$
320.1   Sales and
    Cost of Goods Sold
    
    Ammonia prices were up by 147 percent from last years
    third quarter and 27 percent from the trailing quarter
    mainly because of strong demand and disruptions in the global
    supply of traded ammonia in major producing regions.
    Chinas efforts to limit fertilizer exports, combined with
    strong agricultural demand primarily from India, contributed to
    realized urea prices rising 134 percent from the third
    quarter of 2007 and 46 percent from second-quarter 2008.
    The higher value of upgraded ammonia pushed nitrogen solution
    prices 80 percent higher than those realized in the third
    quarter last year and 19 percent above the trailing quarter. 41




---



##### 




    A scheduled
    28-day
    turnaround at our Trinidad urea plant contributed to a
    21 percent reduction in urea sales volumes from last
    years third quarter. Sales volumes on ammonia were down
    6 percent quarter over quarter due to reduced availability
    of product caused by production issues at our Trinidad
    operations, while nitrogen solutions sales volumes were
    36 percent higher on strong demand.
    Per-tonne cost of goods sold increased by 83 percent due to
    rising input costs in Trinidad and the US. Our total average
    natural gas cost for the third quarter, including our hedge, was
    138 percent higher than in the same quarter last year. Our
    Trinidad gas cost is primarily indexed to Tampa ammonia prices,
    which ranged between $585-$931 per tonne in third quarter 2008
    as compared to $295-$303 per tonne in the same quarter of 2007.
    Spot natural gas costs in the US rose 64 percent while
    gains from our US natural gas hedging activities declined
    $9.5 million. The price variance in ammonia was
    significantly higher than urea and other nitrogen products, due
    to a higher proportion of the costs coming from Trinidad, which
    not only experienced the higher cost of an extended maintenance
    shutdown but also experienced higher gas costs (202 percent
    increase) due to higher indexed prices.    
    
    Nitrogen solutions prices were 55 percent higher and
    contributed $88.6 million to the gross margin increase,
    while nitric acid and ammonium nitrate prills increased
    47 percent and 22 percent, respectively, contributing
    $30.1 million and $22.8 million, respectively, to the
    gross margin increase. Prices were significantly higher in all
    three quarters compared to last year due to strong world demand
    for agricultural and industrial nitrogen, higher global natural
    gas costs, significant disruptions in traded global ammonia
    supply and a Chinese export tax.
    Manufactured sales volumes of ammonia were 14 percent below
    last year as Trinidad sales were reduced by approximately
    261,000 tonnes due to scheduled plant maintenance. Urea sales
    volumes were down 10 percent due to reduced production
    caused by the third quarter scheduled turnaround and weaker
    demand in the third quarter.
    Manufactured cost of goods sold increased 43 percent mainly
    due to the 87 percent increase in average natural gas
    costs. Our natural gas costs in Trinidad increased
    117 percent while our US natural gas spot costs increased
    42 percent. Gains from our US natural gas hedging
    activities declined $21.0 million. Ammonia had a greater
    affect on the increase in cost of goods sold than urea and other
    nitrogen products as a higher proportion of ammonia sales are
    attributable to our Trinidad production (75 percent in the
    first nine months of 2008 and 81 percent in the first three
    quarters of 2007) compared to urea sales (48 percent
    in 2008 and 55 percent in 2007). A higher proportion
    of other nitrogen products sales are attributable to US
    production. 42




---



##### 



Phosphate
  Three Months Ended September 30Dollars (millions)


Tonnes (thousands)


Average Price per
    Tonne(1)2008


2007


%Change


2008


2007


% Change


2008


2007


% ChangeSales

$
1,080.2


$
431.6



150Freight


27.3



26.9



1Transportation and distribution


8.8



9.4



(6
)Net sales

$
1,044.1


$
395.3



164Manufactured productNet salesFertilizer  liquids

$
335.2


$
79.2



323



271



252



8


$
1,238.35


$
315.35



293Fertilizer  solids


382.4



167.0



129



352



416



(15
)

$
1,084.98


$
400.77



171Feed


160.7



65.1



147



155



185



(16
)

$
1,040.00


$
351.39



196Industrial


157.7



71.4



121



191



183



4


$
825.00


$
391.79



1111,036.0



382.7



171



969



1,036



(6
)

$
1,069.38


$
369.65



189Cost of goods sold


531.8



255.6



108














$
549.05


$
246.97



122Gross margin


504.2



127.1



297














$
520.33


$
122.68



324Other miscellaneous and purchased productNet sales


8.1



12.6



(36
)Cost of goods sold


5.1



9.8



(48
)Gross margin


3.0



2.8



7Gross Margin

$
507.2


$
129.9



290














$
523.43


$
125.39



317   Nine Months Ended September 30Dollars (millions)


Tonnes (thousands)


Average Price per
    Tonne(1)2008


2007


% Change


2008


2007


% Change


2008


2007


% ChangeSales

$
2,375.4


$
1,147.9



107Freight


89.2



79.8



12Transportation and distribution


25.2



24.6



2Net sales

$
2,261.0


$
1,043.5



117Manufactured productNet salesFertilizer  liquids

$
558.9


$
189.0



196



720



687



5


$
776.74


$
275.31



182Fertilizer  solids


913.7



424.5



115



989



1,193



(17
)

$
923.62


$
355.80



160Feed


396.1



191.2



107



552



596



(7
)

$
717.95


$
320.48



124Industrial


354.1



203.3



74



549



541



1


$
644.71


$
375.99



712,222.8



1,008.0



121



2,810



3,017



(7
)

$
791.11


$
334.12



137Cost of goods sold


1,228.2



725.3



69














$
437.16


$
240.42



82Gross margin


994.6



282.7



252














$
353.95


$
93.70



278Other miscellaneous and purchased productNet sales


38.2



35.5



8Cost of goods sold


28.7



27.3



5Gross margin


9.5



8.2



16Gross Margin

$
1,004.1


$
290.9



245














$
357.33


$
96.42



271   (1)
    
    Rounding differences may occur due
    to the use of whole dollars in per-tonne calculations. 43




---



##### 



Highlights
  
    Record third-quarter phosphate gross margin of
    $507.2 million was almost four times the
    $129.9 million generated in last years third quarter,
    surpassing the full-year 2007 phosphate gross margin of
    $432.8 million. Our phosphate gross margin grew to
    $1,004.1 million in the first nine months of 2008,
    245 percent higher than in the first nine months of 2007.
    Average net sales price per tonne increased 189 percent
    during the quarter and 137 percent during the first nine
    months compared to the same periods in 2007, due to strong
    global agricultural demand and constrained fertilizer shipments
    from China and rising sulfur and ammonia inputs. With an
    integrated supply of phosphate rock, our gross margins are less
    impacted by rising input costs than non-integrated phosphate
    producers.
    After several quarters of a lag in pricing compared to solid
    fertilizers, the increasing value of phosphoric acid was
    reflected in higher liquid fertilizer and feed phosphate prices.
    This resulted in liquid fertilizers contributing
    $198.9 million in gross margin in third quarter 2008, while
    solid fertilizers contributed $183.7 million. Feed
    phosphate added $81.5 million and industrial products,
    which are sold on longer-term contracts and have not yet fully
    captured the benefit of higher phosphoric acid value, generated
    $40.2 million.
    Overall sales volumes decreased 6 percent for the quarter
    and 7 percent for the first nine months due to decreased
    demand for solid fertilizer and feed products.  Phosphate
    gross margin variance attributable to:
  Three Months Ended September 30



Nine Months Ended September 30Dollars (millions)


2008 vs. 2007



2008 vs. 2007Change in











Change inPrices/Costs











Prices/CostsChange in











Change inSales







Cost of







Sales







Cost ofVolumes



Net Sales



Goods Sold



Total



Volumes



Net Sales



Goods Sold



TotalManufactured productFertilizer  liquids


$
3.3



$
250.3



$
(81.0
)


$
172.6



$
5.5



$
360.9



$
(147.2
)


$
219.2Fertilizer  solids



(16.7
)



241.5




(103.2
)



121.6




(42.0
)



561.5




(191.7
)



327.8Feed



(7.0
)



105.7




(31.8
)



66.9




(10.2
)



219.3




(70.1
)



139.0Industrial



2.5




83.0




(64.4
)



21.1




3.8




147.6




(128.2
)



23.2Change in market mix



2.3




(2.3
)



(5.1
)



(5.1
)



5.4




(5.3
)



2.6




2.7Total manufactured product


$
(15.6
)


$
678.2



$
(285.5
)



377.1



$
(37.5
)


$
1,284.0



$
(534.6
)



711.9Other miscellaneous and purchased product


















0.2



















1.3Total

















$
377.3


















$
713.2   Sales and
    Cost of Goods Sold
    
    Liquid fertilizer prices increased to $1,238 per tonne in the
    third quarter or 293 percent above the same quarter last
    year and 82 percent higher than the trailing quarter due to
    increased demand and rising input costs, contributing
    $198.9 million to gross margin. Prices for our other
    phosphate products also increased significantly due to similar
    economic fundamentals. Prices for solid fertilizer ($1,085 per
    tonne) and feed ($1,040 per tonne) rose 171 percent and
    196 percent, respectively, contributing $183.7 million
    and $81.5 million, respectively, to gross margin. Realized
    industrial prices of $825 per tonne rose 111 percent,
    trailing the pricing increases for our other products due to
    several contracts with pricing that will not reset until early
    2009.
    Our North American solid phosphate fertilizer sales volumes
    declined 38 percent, as the late spring season resulted in
    higher dealer inventories entering the third quarter and the
    fall application season was delayed 44




---



##### 



by the late harvest. Accordingly, we directed more phosphoric
    acid to
    higher-netback
    and higher-demand liquid fertilizers in North America,
    increasing sales volumes for this product 16 percent
    quarter over quarter. Total feed phosphate sales volumes
    declined 16 percent as a result of weakening economics for
    US beef, pork and poultry producers in the US and lower offshore
    demand. Industrial sales volumes remained strong, up
    4 percent over the same quarter last year and
    15 percent higher than the trailing quarter.  
    Per-tonne cost of goods sold increased 122 percent mainly
    due to sulfur costs which increased 577 percent and
    impacted the change in gross margin by $219.5 million,
    while a 94 percent increase in ammonia prices further
    negatively impacted the gross margin change (particularly, solid
    fertilizers) by $24.5 million. Temporary mill issues at
    Aurora and continued low mine recovery rates at White Springs
    caused phosphate rock costs to increase 24 percent. The
    industrial products proportion of costs of goods sold is higher
    than its proportion of tonnes sold due to the use of purchased
    rock used at Geismar which costs more than mined rock used at
    Aurora. In addition, a planned turnaround at Geismar (where
    primarily all product is sold for industrial uses) resulted in a
    higher proportion of fixed costs being allocated to industrial
    products.    
    
    All major phosphate product prices increased due to escalated
    demand, higher input costs and a Chinese export tax throughout
    the first nine months of 2008.
    Solid phosphate fertilizer sales volumes were 17 percent
    below those in last years first nine months largely as a
    result of the delayed spring season and our switch in focus to
    higher-margin liquid fertilizer. Liquid fertilizer sales volumes
    increased 5 percent due to increased demand in the US. Feed
    product sales volumes declined 7 percent due to increased
    sales prices and weak economics for beef, pork and poultry.
    The increase in cost of goods sold was impacted by higher input
    costs. In particular, a 347 percent increase in sulfur cost
    reduced gross margin by $392.0 million, and ammonia prices
    that were 59 percent higher reduced gross margin
    (particularly solid fertilizers) by a further
    $46.4 million. Temporary mill issues encountered at Aurora
    and low mine recovery rates at White Springs increased costs
    further.  Expenses
    and Other Income
  Three Months Ended September 30


Nine Months Ended September 30Dollar


%








Dollar


%Dollars (millions)

2008


2007


Change


Change


2008


2007


Change


ChangeSelling and administrative

$
31.7


$
43.9



(12.2
)

$
(28
)

$
158.6


$
158.0


$
0.6



-Provincial mining and other taxes


172.0



28.2



143.8



510



434.4



95.3



339.1



356Foreign exchange (gain) loss


(37.4
)


25.9



(63.3
)


n/m



(63.2
)


67.4



(130.6
)


n/mOther income


140.0



29.1



110.9



381



255.2



111.3



143.9



129Interest expense


15.3



12.7



2.6



20



42.2



59.0



(16.8
)


(28
)Income taxes


463.3



150.4



312.9



208



1,010.3



351.0



659.3



188   n/m = not meaningful
 45




---



##### 



Three Months Ended September 30


Nine Months Ended September 30%











%Dollars (millions)  Except percentage amounts

2008


2007


Change


Change


2008


2007


Change


ChangeLong-term debt obligations, including current portionWeighted average outstanding

$
1,358.3


$
1,423.8


$
(65.5)



(4.6
)

$
1,358.4


$
1,617.3


$
(258.9)



(16
)Weighted average interest rate


6.5%



6.5%



-



-



6.5%



6.6%



(0.1)%



(2
)Short-term debt obligationsWeighted average outstanding

$
672.4


$
87.5


$
584.9



668


$
389.1


$
97.2


$
291.9



300Weighted average interest rate


2.8%



5.5%



(2.7)%



(49
)


2.9%



5.5%



(2.6)%



(47
)    46




---



##### 




    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. In addition, there
    was an increase in permanent deductions in the US.
    In the third quarter of 2008, a current income tax recovery of
    $29.1 million was recorded that related to an increase in
    permanent deductions in the US from prior years. This is in
    addition to the future income tax recovery of $42.0 million
    that was recorded in the first quarter of 2008.
    Future income tax assets were written down by $11.0 million
    during the second quarter of 2008.
    The $25.3 million gain recognized in first-quarter 2008 as
    a result of the change in fair value of the forward purchase
    contract for shares in Sinofert was not taxable.    Current
    Market Conditions
      and/or
   47




---



##### 



LIQUIDITY
    AND CAPITAL RESOURCES
  Cash
    Requirements
    Contractual
    Obligations and Other Commitments
  September 30, 2008Dollars (millions)

Payments Due By PeriodTotal


Within 1 year


1 to 3 years


3 to 5 years


Over 5 yearsLong-term debt obligations

$
1,358.3


$
0.2


$
602.2


$
255.9


$
500.0Estimated interest payments on long-term debt obligations


1,073.2



96.4



192.7



90.6



693.5Operating leases


696.5



102.5



171.8



146.0



276.2Purchase
    obligations(1)


833.8



184.0



244.6



149.1



256.1Other commitments


68.5



23.0



22.1



6.6



16.8Other long-term liabilities


1,296.3



113.4



82.6



51.9



1,048.4Total

$
5,326.6


$
519.5


$
1,316.0


$
700.1


$
2,791.0   (1)
    
    Sulfur purchase obligations have
    been priced using expected prices as at November 5, 2008.  Long-term
    Debt
     48




---



##### 



Operating
    Leases
    Purchase
    Obligations
        Other
    Commitments
    Other
    Long-term Liabilities
      Capital
    Expenditures
    ramp-up
 49




---



##### 



2-million-tonne-per-year
        2-million-tonne ramp-up
  ramp-up
      Investment
    Risk  Liquidity
  Investments
    in Auction Rate Securities
   50




---



##### 



November 5, 2008


August 6, 2008


May 9, 2008


February 28, 2008Face

Credit


Credit


Credit


Credit


Credit


Credit


Credit


CreditValue

Rating,


Rating,


Rating,


Rating,


Rating,


Rating,


Rating,


Rating,(Millions)

Agency 1


Agency 2


Agency 1


Agency 2


Agency 1


Agency 2


Agency 1


Agency 2$ 5.0


Aaa



AAA



Aaa



AAA



Aaa



AAA



Aaa



AAA20.0


AAA



A



AAA



AAA, C/W



Aaa



AAA



Aaa



AAA28.3


AAA



BBB



AAA



A



Aaa



AAA



Aaa



AAA25.0


Caa3, C/W



CC



Ba1, C/W



BBB



A3, C/W



B



Aaa, C/W



AAA, C/W34.4


B2, C/W



AAA, C/W



B2, C/W



AAA



Aaa, C/W



AAA



Aaa



AAA19.8


Ca



CC



Ca



B, C/W



Baa3



B



Baa3



AAA, C/W  C/W = on Credit Watch with negative
    implications
      Sources
    and Uses of Cash
    Three Months Ended September 30


Nine Months Ended September 30$


%








$


%Dollars (millions)

2008


2007


Change


Change


2008


2007


Change


ChangeCash provided by operating activities

$
913.0


$
311.6


$
601.4



193


$
2,249.9


$
1,157.3


$
1,092.6



94Cash (used in) investing activities


(394.9
)


(296.6
)


(98.3
)


33



(1,092.3
)


(530.8
)


(561.5
)


106Cash (used in) financing activities


(288.5
)


(22.2
)


(266.3
)


n/m



(1,377.6
)


(509.7
)


(867.9
)


170  n/m = not meaningful
    September 30,


December 31,Dollars (millions)  except ratio amounts

2008


2007


Change


% ChangeCurrent assets

$
2,690.2


$
1,811.3


$
878.9



49Current liabilities

$
(3,144.8
)

$
(1,001.9
)

$
(2,142.9
)


214Working capital

$
(454.6
)

$
809.4


$
(1,264.0
)


n/mCurrent ratio


0.86



1.81



(0.95
)


(52
)  n/m = not meaningful
   51




---



##### 




    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 nine months of 2008, the
    company purchased an additional 191,620,000 shares in
    Sinofert for a total cost of $145.3 million. Net of the
    ownership interest dilution that resulted from the issuance of
    shares of Sinofert, the acquisitions increased the
    companys ownership interest in Sinofert to approximately
    22 percent. 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.
    During the third quarter of 2007, the company purchased an
    additional 1,011,062 shares of SQM for cash consideration
    of $16.8 million.
    Our spending on property, plant and equipment was
    $336.2 million in the third quarter of 2008 and
    $770.6 million in the first nine months of 2008, an
    increase of $191.1 million and $389.0 million compared
    to the same periods in 2007, respectively. Approximately
    75 percent (2007  64 percent) of our
    consolidated capital expenditures for the third quarter related
    to the potash segment and 71 percent (2007 
    59 percent) related to the potash segment in the first nine
    months of 2008.     52




---



##### 



Principal
    Debt Instruments
  September 30, 2008Total


Amount


Amount


AmountDollars (millions)

Amount


Outstanding


Committed


AvailableSyndicated credit facilities

$
1,750.0


$
1,100.0


$
576.5
(1)

$
73.5Line of credit


75.0



-



23.2



51.8Commercial paper


750.0



576.5
(1)


100.0
(2)


73.5
(2)US shelf registrations


4,000.0



1,350.0



-



2,250.0
(3)   (1)
    
    Per the terms of the agreement, the
    commercial paper outstanding or committed, as applicable, is
    based on the US dollar balance or equivalent thereof in lawful
    money of other currencies at the time of issue; therefore,
    subsequent changes in the exchange rate applicable to Canadian
    dollar denominated commercial paper have no impact on this
    balance.(2)
    
    The amount available under the
    commercial paper program is limited to the availability of
    backup funds under the syndicated credit facilities. While $73.5
    million of commercial paper was available under the terms of the
    commercial paper program, due to market conditions at
    September 30, 2008 the ability to issue commercial paper in
    the marketplace was limited. As of November 5, 2008,
    liquidity conditions in the commercial paper market have
    improved.(3)
    
    $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.    364-day
     53




---



##### 



Outstanding
    Share Data
    Off-Balance
    Sheet Arrangements
    Guarantee
    Contracts
  Form 10-Q
  Derivative
    Instruments
    Long-term
    Fixed Price Contracts
    QUARTERLY
    FINANCIAL HIGHLIGHTS
  Dollars (millions)  except

September 30,


June 30,


March 31,



December 31,


September 30,


June 30,


March 31,



December 31,per-share
    amounts

2008


2008


2008



2007


2007


2007


2007



2006Sales

$
3,064.3


$
2,621.0


$
1,890.6



$
1,431.4


$
1,295.0


$
1,353.1


$
1,154.7



$
1,022.9Gross margin


1,741.0



1,437.3



856.0




535.0



475.1



501.4



369.7




299.3Net income


1,236.1



905.1



566.0




376.8



243.1



285.7



198.0




186.0Net income per share  basic


4.07



2.91



1.79




1.19



0.77



0.91



0.63




0.59Net income per share  diluted


3.93



2.82



1.74




1.16



0.75



0.88



0.62




0.58      54




---



##### 



RELATED
    PARTY TRANSACTIONS
    CRITICAL
    ACCOUNTING ESTIMATES
  Form 10-Q.
      RECENT
    ACCOUNTING CHANGES
  Form 10-Q
  International
    Financial Reporting Standards
       55




---



##### 




    Scoping and diagnostic phase  This phase involves
    performing a high-level impact assessment to identify key areas
    that may be impacted by the transition to IFRSs. As a result of
    these procedures the potentially affected areas are ranked as
    high, medium or low priority.
    Impact analysis, evaluation and design phase  In this
    phase, each area identified from the scoping and diagnostic
    phase will be addressed in order of descending priority, with
    project teams established as deemed necessary. This phase
    involves specification of changes required to existing
    accounting policies, information systems and business processes,
    together with an analysis of policy alternatives allowed under
    IFRSs and development of draft IFRSs financial statement content.
    Implementation and review phase  This phase includes
    execution of changes to information systems and business
    processes, completing formal authorization processes to approve
    recommended accounting policy changes and training programs
    across the companys finance and other staff, as necessary.
    It will culminate in the collection of financial information
    necessary to compile IFRSs-compliant financial statements,
    embedding IFRSs in business processes, elimination of any
    unnecessary data collection processes and audit committee
    approval of IFRSs financial statements. Implementation also
    involves delivery of further training to staff as revised
    systems begin to take effect.          Impairment
    of Assets
   56




---



##### 



Employee
    Benefits
    Share-Based
    Payments
    Provisions
    (Including Asset Retirement Obligations)
      Income
    Taxes
   57




---



##### 



RISK
    MANAGEMENT
    and/or
  Form 10-K.
           58




---



##### 



OUTLOOK
             59




---



##### 



17-19 percent
 60




---



##### 



FORWARD-LOOKING
    STATEMENTS
  Form 10-Q, Form 10-Q, Form 10-K
  ITEM 3.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Form 10-Q.
 61




---



##### 



ITEM 4.
    CONTROLS
    AND PROCEDURES  Securities
    Exchange Act of 1934
   62




---



##### 



PART II.
    OTHER INFORMATION
  ITEM 1.
    LEGAL
    PROCEEDINGS  Antitrust
        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(2,3)


the
    Programs(3)July 1, 2008  July 31, 2008


1,683,100


$
201.66



12,538,600



3,281,400August 1, 2008  August 31, 2008


2,109,000


$
175.00



14,647,600



1,172,400September 1, 2008  September 30, 2008


1,172,400


$
138.35



15,820,000



15,680,000Total


4,964,500


$
175.3846



15,820,000



15,680,000   (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.(3)
    
    On September 11, 2008, the
    company announced that its Board of Directors had approved an
    increase in the share repurchase program to authorize the
    purchase of up to an additional 15,680,000 common shares. 63




---



##### 



ITEM 6.
    EXHIBITS  (a)
    EXHIBITS  Incorporated ByReferenceExhibit





Filing Date/Number

Description of
    Document

Form

Period End Date3
(a)

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

10-Q

6/30/20023
(b)

Bylaws of the registrant effective May 15, 2002.

10-Q

6/30/20024
(a)

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

10-Q

9/30/20014
(b)

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

10-Q

9/30/20034
(c)

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

8-K

9/21/20044
(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

11/29/20064
(l)

Revolving Term Credit Facility Agreement between the Bank of
    Nova Scotia and other financial institutions and the registrant
    dated as of May 29, 2008.

8-K

6/2/20084
(m)

Revolving Term Credit Facility Agreement between the Bank of
    Nova Scotia and other financial institutions and the registrant
    dated as of July 29, 2008.

10-Q

6/30/2008  64




---



##### 



Incorporated By
    ReferenceExhibit





Filing Date/Number

Description of
    Document

Form

Period End Date10
(a)

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

F-1 
    (File No.
    33-31303)

9/28/198910
(b)

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

F-1
    (File No.
    33-31303)

9/28/198910
(c)

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

F-1
    (File No.
    33-31303)

9/28/198910
(d)

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

10-K

12/31/199510
(e)

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

10-K

12/31/199510
(f)

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

10-K

12/31/200010
(g)

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

10-Q

6/30/200410
(h)

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

F-1
    (File No.
    33-31303)

9/28/198910
(i)

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

10-K

12/31/199010
(j)

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

10-K

12/31/199810
(k)

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

10-K

12/31/199810
(l)

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

10-K

12/31/2006 65




---



##### 



Incorporated By
    ReferenceExhibit





Filing Date/Number

Description of
    Document

Form

Period End Date10
(m)

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

10-K

12/31/200610
(n)

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

10-K

12/31/200710
(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

12/31/200210
(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-Q

3/31/200810
(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

3/31/2007 66




---



##### 



Incorporated By
    ReferenceExhibit





Filing Date/Number

Description of
    Document

Form

Period End Date10
(ff)

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

10-Q

3/31/200810
(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.  67




---



##### 



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)
 68




---



##### 



EXHIBIT
    INDEX
  Incorporated ByReferenceExhibit





Filing Date/Number

Description of
    Document

Form

Period End Date3
(a)

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

10-Q

6/30/20023
(b)

Bylaws of the registrant effective May 15, 2002.

10-Q

6/30/20024
(a)

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

10-Q

9/30/20014
(b)

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

10-Q

9/30/20034
(c)

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

8-K

9/21/20044
(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

11/29/20064
(l)

Revolving Term Credit Facility Agreement between the Bank of
    Nova Scotia and other financial institutions and the registrant
    dated as of May 29, 2008.

8-K

6/2/20084
(m)

Revolving Term Credit Facility Agreement between the Bank of
    Nova Scotia and other financial institutions and the registrant
    dated as of July 29, 2008.

10-Q

6/30/2008  69




---



##### 



Incorporated By
    ReferenceExhibit





Filing Date/Number

Description of
    Document

Form

Period End Date10
(a)

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

F-1 
    (File No.
    33-31303)

9/28/198910
(b)

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

F-1
    (File No.
    33-31303)

9/28/198910
(c)

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

F-1
    (File No.
    33-31303)

9/28/198910
(d)

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

10-K

12/31/199510
(e)

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

10-K

12/31/199510
(f)

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

10-K

12/31/200010
(g)

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

10-Q

6/30/200410
(h)

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

F-1
    (File No.
    33-31303)

9/28/198910
(i)

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

10-K

12/31/199010
(j)

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

10-K

12/31/199810
(k)

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

10-K

12/31/199810
(l)

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

10-K

12/31/2006 70




---



##### 



Incorporated By
    ReferenceExhibit





Filing Date/Number

Description of
    Document

Form

Period End Date10
(m)

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

10-K

12/31/200610
(n)

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

10-K

12/31/200710
(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

12/31/200210
(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-Q

3/31/200810
(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

3/31/2007 71




---



##### 



Incorporated By
    ReferenceExhibit





Filing Date/Number

Description of
    Document

Form

Period End Date10
(ff)

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

10-Q

3/31/200810
(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.  72