##### Table of Contents



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

QUARTERLY REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934For the Quarterly Period Ended
    March 31, 2007ORo

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

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

(I.R.S. Employer
    Identification No.)122  1st Avenue
    South
    Saskatoon, Saskatchewan, Canada(Address of
    principal executive offices)

S7K 7G3(Zip
    Code)    306-933-8500
 (Registrants telephone number, including area code)
     þ o
  Rule 12b-2
  þ o o
  Rule 12b-2).
  o þ




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TABLE OF CONTENTS  PART I. FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTSITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 4. CONTROLS AND PROCEDURESPART II. OTHER INFORMATIONITEM 5. OTHER INFORMATIONITEM 6. EXHIBITS2007 Performance Option Plan and Form of Option AgreementStatement of Computation of Per Share Earnings302 Certification of William J. Doyle302 Certification of Wayne R. Brownlee906 Certification    Table of Contents  
  PART I.  FINANCIAL
    INFORMATION
 
  ITEM 1.
    FINANCIAL
    STATEMENTS  Potash
    Corporation of Saskatchewan Inc.
    Condensed Consolidated Statements of Financial Position
    (in millions of US dollars except share amounts)
    (unaudited)
  March 31,


December 31,2007


2006AssetsCurrent assetsCash and cash equivalents

$
454.5


$
325.7Accounts receivable


493.4



442.3Inventories (Note 2)


498.4



501.3Prepaid expenses and other current
    assets


52.3



40.9Current portion of derivative
    instrument assets


62.4



-1,561.0



1,310.2Derivative instrument assets


82.3



-Property, plant and equipment


3,568.8



3,525.8Investments


2,294.6



1,148.9Other assets


78.3



105.8Intangible assets


28.2



29.3Goodwill


97.0



97.0$
7,710.2


$
6,217.0LiabilitiesCurrent liabilitiesShort-term debt

$
96.1


$
157.9Accounts payable and accrued
    charges


610.7



545.2Current portion of long-term debt


399.9



400.41,106.7



1,103.5Long-term debt (Note 4)


1,337.6



1,357.1Future income tax liability


835.1



632.1Accrued pension and other
    post-retirement benefits


224.0



219.6Accrued environmental costs and
    asset retirement obligations


110.8



110.3Other non-current liabilities and
    deferred credits


1.8



14.13,616.0



3,436.7Contingencies and Guarantees(Notes 13
    and 14, respectively)Shareholders
    EquityShare capital


1,442.8



1,431.6Unlimited authorization of common
    shares without par value; issued and outstanding 105,065,022 and
    104,801,049 at March 31, 2007 and December 31, 2006,
    respectivelyUnlimited authorization of first
    preferred shares; none outstandingContributed surplus


64.1



62.3Accumulated other comprehensive
    income (Note 5)


1,118.4



-Retained earnings


1,468.9



1,286.44,094.2



2,780.3$
7,710.2


$
6,217.0    2




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##### Table of Contents



Potash
    Corporation of Saskatchewan Inc.
    Condensed Consolidated Statements of Operations and Retained
    Earnings
    (in millions of US dollars except per-share amounts)
    (unaudited)
  Three Months EndedMarch 312007


2006Sales(Note 8)

$
1,154.7


$
861.6Less: Freight


81.9



54.9Transportation and distribution


31.0



31.2Cost of goods sold


672.1



572.0Gross Margin


369.7



203.5Selling and administrative


40.6



30.8Provincial mining and other taxes


32.5



14.2Foreign exchange loss (gain)


2.0



(2.4
)Other income (Note 10)


(13.7
)


(31.2
)61.4



11.4Operating Income


308.3



192.1Interest Expense(Note 11)


25.5



23.2Income Before Income
    Taxes


282.8



168.9Income Taxes(Note 6)


84.8



43.4Net Income


198.0



125.5Retained Earnings, Beginning of
    Period


1,286.4



716.9Change in Accounting Policy(Note 1)


0.2



-Dividends


(15.7
)


(15.3
)Retained Earnings, End of
    Period

$
1,468.9


$
827.1Net Income Per Share(Note 7)Basic

$
1.89


$
1.21Diluted

$
1.85


$
1.19Dividends Per Share

$
0.15


$
0.15    3




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##### Table of Contents



Potash
    Corporation of Saskatchewan Inc.
    Condensed Consolidated Statements of Cash Flow
    (in millions of US dollars)
    (unaudited)
  Three Months EndedMarch 312007


2006Operating ActivitiesNet income

$
198.0


$
125.5Adjustments to reconcile net
    income to cash provided by (used in) operating activitiesDepreciation and amortization


72.7



58.8Stock-based compensation


2.7



1.5(Gain) loss on disposal of
    property, plant and equipment


(0.1
)


0.3Foreign exchange on future income
    tax


2.7



(0.2
)Provision for future income tax


25.4



13.9Undistributed earnings of equity
    investees


(13.0
)


(12.4
)Unrealized gain on derivative
    instruments


(6.3
)


-Other long-term liabilities


0.9



2.0Subtotal of adjustments


85.0



63.9Changes in non-cash operating
    working capitalAccounts receivable


(50.8
)


63.3Inventories


(10.6
)


8.9Prepaid expenses and other current
    assets


(11.4
)


(27.0
)Accounts payable and accrued
    charges


109.4



(247.1
)Subtotal of changes in non-cash
    operating working capital


36.6



(201.9
)Cash provided by (used in)
    operating activities


319.6



(12.5
)Investing ActivitiesAdditions to property, plant and
    equipment


(109.0
)


(120.0
)Purchase of long-term investments


(9.7
)


(126.3
)Proceeds from disposal of
    property, plant and equipment


0.3



2.0Other assets and intangible assets


(1.8
)


(4.5
)Cash used in investing
    activities


(120.2
)


(248.8
)Cash before financing
    activities


199.4



(261.3
)Financing ActivitiesRepayment and issue costs of
    long-term debt obligations


(3.4
)


(0.3
)(Repayment of) proceeds from
    short-term debt obligations


(61.8
)


352.7Dividends


(15.7
)


(15.3
)Issuance of common shares


10.3



3.0Cash (used in) provided by
    financing activities


(70.6
)


340.1Increase in Cash and Cash
    Equivalents


128.8



78.8Cash and Cash Equivalents,
    Beginning of Period


325.7



93.9Cash and Cash Equivalents, End
    of Period

$
454.5


$
172.7Cash and cash equivalents
    comprised of:Cash

$
17.7


$
(2.3
)Short-term investments


436.8



175.0$
454.5


$
172.7Supplemental cash flow disclosureInterest paid

$
14.2


$
16.3Income taxes paid

$
32.1


$
142.0    4




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##### Table of Contents



Potash
    Corporation of Saskatchewan Inc.
    Condensed Consolidated Statement of Comprehensive Income
    (in millions of US dollars)
    (unaudited)
  Three Months EndedMarch 31, 2007Before





Net ofIncome


Income


IncomeTaxes


Taxes


TaxesNet income

$
282.8


$
84.8


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


245.0



12.7



232.3Change in gains and losses on
    derivatives designated as cash flow
    hedges(2)


35.1



10.5



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


(17.2
)


(5.1
)


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


4.6



-



4.6Other comprehensive
    income


267.5



18.1



249.4Comprehensive income

$
550.3


$
102.9


$
447.4   (1)
    
    Available-for-sale
    securities are comprised of shares in Israel Chemicals Ltd. and
    Sinofert Holdings Limited(2)
    
    Natural gas derivative instruments   5




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##### Table of Contents



Potash
    Corporation of Saskatchewan Inc.
    Notes to the Condensed Consolidated Financial Statements
    For the Three Months Ended March 31, 2007
    (in millions of US dollars except share and per-share
    amounts)
    (unaudited)
  1.
    Significant
    Accounting Policies  Basis
    of Presentation
      Changes
    in Accounting Policies
  Comprehensive
    Income, Equity, Financial Instruments and Hedges
    
    Financial assets are classified as loans and receivables,
    held-to-maturity,
    held-for-trading
    or
    available-for-sale.
    Loans and receivables include all loans and receivables except
    debt securities and are accounted for at amortized cost.
    Held-to-maturity
    classification is restricted to fixed maturity instruments that
    the company intends and is able to hold to maturity and are
    accounted for at amortized cost.
    Held-for-trading
    instruments are recorded at fair value with realized and
    unrealized gains and losses reported in net income. The
    remaining financial assets are classified as
    available-for-sale.
    These are recorded at fair value with unrealized gains and
    losses reported in a new category of the Consolidated Statements
    of Financial Position under shareholders equity called
    accumulated other comprehensive income (AOCI);
    Financial liabilities are classified as either
    held-for-trading
    or other.
    Held-for-trading
    instruments are recorded at fair value with realized and
    unrealized gains and losses reported in net income. Other
    instruments are accounted for at amortized cost with gains and
    losses reported in net income in the period that the liability
    is derecognized; and
    Derivative instruments (derivatives) are classified
    as
    held-for-trading
    unless designated as hedging instruments. All derivatives are
    recorded at fair value on the Consolidated Statements of
    Financial Position. For derivatives that hedge the changes in
    fair value of an asset or liability, changes in the
    derivatives fair value are reported in net income and are
    substantially offset by changes in the fair value of the hedged
    asset or liability attributable to the risk being hedged. For
    derivatives that hedge variability in cash flows, the effective
    portion of the changes in the derivatives fair value are
    initially recognized in other comprehensive 6




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##### Table of Contents



income (OCI) and the ineffective portion are
    recorded in net income. Amounts temporarily recorded in AOCI
    will subsequently be reclassified to net income in the periods
    when net income is affected by the variability in the cash flows
    of the hedged item.    (1) Available-for-sale
  
    The companys investments in Israel Chemicals
    Ltd.  (ICL) and Sinofert Holdings Limited
    (Sinofert) have been classified as
    available-for-sale
    and recorded at fair value in the Consolidated Statements of
    Financial Position, resulting in an increase in investments of
    $887.8, an increase to AOCI of $789.6 and an increase in future
    income tax liability of $98.2;    
    Bond issue costs were reclassified from other assets to
    long-term debt and deferred swap gains were reclassified from
    other non-current liabilities to long-term debt, resulting in a
    reduction in other assets of $23.9, a reduction in other
    non-current liabilities of $6.6 and a reduction in long-term
    debt of $17.3;    
    The company employs futures, swaps and option agreements to
    establish the cost of a portion of its natural gas requirements.
    These derivative instruments generally qualify for hedge
    accounting. Derivative instruments were recorded on the
    Consolidated Statements of Financial Position at fair value
    resulting in an increase in current portion of derivative
    instrument assets of $50.9, an increase in derivative instrument
    assets (non-current) of $69.4, an increase in future income tax
    liability of $45.6 and an increase in AOCI of $74.7;
    Hedge ineffectiveness on these derivative instruments was
    recorded as a cumulative effect adjustment to opening retained
    earnings, net of tax, resulting in an increase in retained
    earnings of $0.2 and a decrease in AOCI of $0.2. The effect on
    basic and diluted earnings per share was not
    significant; and
    Deferred realized hedging gains were reclassified from inventory
    to AOCI resulting in an increase in inventory of $8.0, an
    increase in future income tax liability of $3.1 and an increase
    in AOCI of $4.9.  Accounting
    Changes
    Stripping
    Costs Incurred in the Production Phase of a Mining
    Operation
  unit-of-production
 7




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##### Table of Contents



Recent
    Accounting Pronouncements
  Determining
    the Variability to be Considered in Applying the Variable
    Interest Entity Standards
    Capital
    Disclosures
    Financial
    Instruments
        2.
    Inventories  March 31,


December 31,2007


2006Finished products

$
261.4


$
237.1Intermediate products


73.5



98.5Raw materials


60.7



62.4Materials and supplies


102.8



103.3$
498.4


$
501.3  8




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##### Table of Contents



3.
    Financial
    Instruments and Risk Management  Accounting
    Policies
  Financial
    Assets and Liabilities
  held-to-maturity, held-for-trading, available-for-sale. held-for-trading Held-for-trading held-for-trading. Available-for-sale
  held-for-trading available-for-sale available-for-sale
  Derivative
    Financial Instruments and Hedging
       9




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marked-to-market
  Fair
    Value
  point-in-time over-the-counter available-for-sale
  Investments
  available-for-sale
      Supplemental
    Disclosures
       10




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held-for-trading.
    Fair
    Value
    4.
    Long-term
    Debt  back-to-back
 11




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##### Table of Contents



March 31


December 312007


2006Effective InterestRate(1)Notes Payable7.125% notes payable
    June 15, 2007

$
400.0



7.47
%

$
400.07.750% notes payable
    May 31, 2011


600.0



7.65
%


600.04.875% notes payable
    March 1, 2013


250.0



5.08
%


250.05.875% notes payable
    December 1, 2036


500.0



6.11
%


500.0Other


7.3



7.63
%


7.51,757.3







1,757.5Less: Net unamortized debt costs


(26.1
)






-Add: Unamortized swap gains


6.3







-1,737.5







1,757.5Less: Current maturities


(400.2
)






(400.4
)Add: Current portion of
    amortization


0.3







-$
1,337.6






$
1,357.1   (1)
    
    The effective interest rate by
    instrument includes the impact of swap gains and debt costs.  5.
    Accumulated
    Other Comprehensive Income    UnrealizedGains and


foreignlosses on


exchange gains


TotalUnrealized


derivatives


on self-


Accumulatedgains on


designated as


sustaining


Otheravailable-for-


cash flow


foreign


Comprehensivesale securities


hedges


operations


IncomeCumulative effect adjustment at
    January 1, 2007 (Note 1)

$
789.6


$
79.4


$
-


$
869.0Gains and losses for the three
    months ended March 31, 2007


232.3



12.5



4.6



249.4Accumulated other comprehensive
    income, March 31, 2007

$
1,021.9


$
91.9


$
4.6



1,118.4Retained Earnings, March 31,
    2007














1,468.9Accumulated other comprehensive
    income and retained earnings, March 31, 2007

$
2,587.3   6.
    Income
    Taxes    
    The consolidated effective income tax rate for the three months
    ended March 31, 2007 was 30 percent compared to
    33 percent for the three months ended March 31, 2006.
    The change was primarily attributable to lower Canadian income
    tax rates partially offset by a higher percentage of
    consolidated income earned in the higher-tax jurisdictions
    during the three months ended March 31, 2007 compared to
    the three months ended March 31, 2006. A scheduled two
    percentage point reduction in the Canadian federal income tax
    rate 12




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applicable to resource companies became effective at the
    beginning of 2007. In addition, during the three months ended
    June 30, 2006, the Province of Saskatchewan reduced the
    corporate income tax rate 3 percentage points to
    14 percent effective July 1, 2006 with further
    1 percentage point reductions scheduled for July 1,
    2007 and July 1, 2008.  
    Income tax refunds totaling $12.3 for the
    2002-2004
    taxation years were recorded during the three months ended
    March 31, 2006 relating to a Canadian appeal court decision
    (pertaining to a uranium producer) which affirmed the
    deductibility of the Saskatchewan capital tax resource surcharge.  7.
    Net
    Income Per Share      8.
    Segment
    Information    Three Months Ended March 31, 2007Potash


Nitrogen


Phosphate


All Others


ConsolidatedSales

$
380.5


$
419.6


$
354.6


$
-


$
1,154.7Freight


43.5



11.3



27.1



-



81.9Transportation and distribution


9.6



13.6



7.8



-



31.0Net sales  third party


327.4



394.7



319.7



-Cost of goods sold


153.2



263.4



255.5



-



672.1Gross margin


174.2



131.3



64.2



-



369.7Depreciation and amortization


17.9



21.7



29.6



3.5



72.7Inter-segment sales


-



33.0



0.9



-



-   Three Months Ended March 31, 2006Potash


Nitrogen


Phosphate


All Others


ConsolidatedSales

$
225.8


$
331.9


$
303.9


$
-


$
861.6Freight


25.0



9.6



20.3



-



54.9Transportation and distribution


7.4



13.3



10.5



-



31.2Net sales  third party


193.4



309.0



273.1



-Cost of goods sold


102.6



229.6



239.8



-



572.0Gross margin


90.8



79.4



33.3



-



203.5Depreciation and amortization


11.8



19.3



24.3



3.4



58.8Inter-segment sales


4.0



31.9



2.2



-



-  13




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##### Table of Contents



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

2007


2006Service cost

$
3.8


$
3.6Interest cost


9.1



8.4Expected return on plan assets


(10.7
)


(9.6
)Net amortization and change in
    valuation allowance


3.2



3.5Net expense

$
5.4


$
5.9   Three MonthsEnded March 31Other Post-Retirement
    Plans

2007


2006Service cost

$
1.4


$
1.2Interest cost


3.5



3.0Net amortization


0.2



(0.1
)Net expense

$
5.1


$
4.1     10.
    Other
    Income  Three MonthsEnded March 312007


2006Share of earnings of equity
    investees

$
13.0


$
12.4Dividend income


-



9.1Other


0.7



9.7$
13.7


$
31.2   11.
    Interest
    Expense  Three MonthsEnded March 312007


2006Interest expense onShort-term debt

$
2.2


$
7.1Long-term debt


31.6



23.6Interest capitalized to property,
    plant and equipment


(4.2
)


(3.4
)Interest income


(4.1
)


(4.1
)$
25.5


$
23.2   12.
    Seasonality   14




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##### Table of Contents



13.
    Contingencies  Canpotex
    Mining
    Risk
    Investment
    in Arab Potash Company Ltd. (APC)
    Legal
    and Other Matters
       15




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and/or
         16




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14.
    Guarantees    back-to-back
         17




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##### Table of Contents



15.
    Reconciliation
    of Canadian and United States Generally Accepted Accounting
    Principles    (a) Long-term investments: available-for-sale
    (b) Property, plant and equipment and
    goodwill:
  (c) Depreciation and amortization:
  (d) Exploration costs:
  (e) Pre-operating costs: start-up start-up
  (f) Pension and other post-retirement
    benefits:
    (g) Foreign currency translation
    adjustment:
 18




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(h) Derivative instruments and hedging
    activities:
    (i) Comprehensive income:
  (j) Stock-based compensation:
    (k) Stripping costs:
 19




---



##### Table of Contents



(l) Deferred debt costs:
  (m) Income taxes related to the above
    adjustments:
  (n) Income tax consequences of stock-based employee
    compensation:
  (o) Income taxes related to uncertain income tax
    positions:
  (p) Cash flow statements:
  The application of US GAAP, as described above, would have
    had the following effects on net income, net income per share,
    total assets, shareholders equity and comprehensive
    income.
  Three MonthsEnded March 312007


2006Net income as reported 
    Canadian GAAP

$
198.0


$
125.5Items increasing (decreasing)
    reported net incomeCash flow hedge ineffectiveness


-



0.4Depreciation and amortization


2.1



2.1Stock-based compensation


0.2



-Stripping costs


(6.6
)


1.5Pension and other post-retirement
    benefits


0.7



-Deferred income taxes related to
    the above adjustments


1.0



(1.4
)Income taxes related to
    stock-based compensation


(3.3
)


(0.8
)Income taxes related to uncertain
    income tax positions


8.1



-Net income  US GAAP

$
200.2


$
127.3Basic weighted average shares
    outstanding  US GAAP


104,965,000



103,641,000Diluted weighted average shares
    outstanding  US GAAP


107,258,000



105,825,000Basic net income per
    share  US GAAP

$
1.91


$
1.23Diluted net income per
    share  US GAAP

$
1.87


$
1.20   20




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##### Table of Contents



March 31,


December 31,2007


2006Total assets as
    reported  Canadian GAAP

$
7,710.2


$
6,217.0Items increasing (decreasing)
    reported total assetsInventory


-



8.0Available-for-sale
    securities (unrealized holding gain)


-



889.9Fair value of derivative
    instruments


-



120.3Property, plant and equipment


(107.6
)


(109.7
)Exploration costs


(6.4
)


(6.4
)Stripping costs


(28.4
)


(21.8
)Deferred debt costs


-



(23.9
)Pension and other post-retirement
    benefits


7.4



6.7Investment in equity investees


5.5



5.5Income tax asset related to
    uncertain income tax positions


4.4



-Goodwill


(46.7
)


(46.7
)Total assets  US GAAP

$
7,538.4


$
7,038.9   March 31,


December 31,2007


2006Total shareholders equity as
    reported  Canadian GAAP

$
4,094.2


$
2,780.3Items increasing (decreasing)
    reported shareholders equityAccumulated other comprehensive
    income, net of related income taxes, consisting of:Unrealized gains and losses on
    available-for-sale
    securities


-


$
792.0Gains and losses on derivatives
    designated as cash flow hedges


(1.6
)


79.4Cumulative-effect adjustment in
    respect of uncertain tax positions


(1.2
)


-Pension and other post-retirement
    benefits


(102.5
)


(117.9
)Share of accumulated other
    comprehensive income of equity investees


1.3



0.9Foreign currency translation
    adjustment


(20.9
)


(20.9
)Foreign currency translation
    adjustment


20.9



20.9Provision for asset impairment


(218.0
)


(218.0
)Depreciation and amortization


63.7



61.6Exploration costs


(6.4
)


(6.4
)Stripping costs


(28.4
)


2.6Cash flow hedge ineffectiveness


-



0.4Pension and other post-retirement
    benefits


16.8



16.1Share of earnings of equity
    investees


4.2



4.2Deferred income taxes relating to
    the above adjustments


33.3



24.0Income taxes related to uncertain
    tax positions


8.1



-Cumulative-effect adjustment to
    retained earnings in respect of stripping costs


-



(16.3
)Cumulative-effect adjustment to
    retained earnings in respect of uncertain tax positions


57.5



-Shareholders
    equity  US GAAP

$
3,921.0


$
3,402.9   21




---



##### Table of Contents



Three MonthsEnded March 312007


2006Net income  US GAAP

$
200.2


$
127.3Other comprehensive incomeChange in unrealized holding gains
    on
    available-for-sale
    securities


242.9



74.6Change in gains and losses on
    derivatives designated as cash flow hedges


35.1



(40.7
)Reclassification to income of
    gains and losses on cash flow hedges


(17.2
)


(21.3
)Unrealized foreign exchange gains
    on translation of self-sustaining foreign operations


4.6



-Pension and other post-retirement
    benefits


2.9



-Deferred income taxes related to
    other comprehensive income


(7.1
)


40.6Other comprehensive income, net of
    related income taxes


261.2



53.2Comprehensive income 
    US GAAP

$
461.4


$
180.5   Supplemental
    US GAAP Disclosures
  Recent
    Accounting Pronouncements
  Uncertainty in Income Taxes
        YearsCanada

1997-presentUS

2001-presentTrinidad

1999-presentBarbados

1999-present  22




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##### Table of Contents



Planned Major Maintenance Activities
  accrue-in-advance
  Framework for Fair Value Measurement
    Fair Value Option for Financial Assets and Financial
    Liabilities
    16.
    Comparative
    Figures   23




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##### Table of Contents



ITEM 2.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-K,
  POTASHCORP
    AND OUR BUSINESS ENVIRONMENT
        POTASHCORP
    VISION
      POTASHCORP
    STRATEGY
     24




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##### Table of Contents



KEY
    PERFORMANCE DRIVERS  PERFORMANCE COMPARED TO
    GOALS
    
    management will focus on the most important things, which will
    be reinforced by having the measurable, relevant results readily
    accessible;
    employees will understand and be able to effectively monitor
    their contribution to the achievement of corporate
    goals; and
    we will be even more effective in meeting our targets. 25




---



##### Table of Contents



Representative


PerformanceGoal


2007 Annual Target


to March 31, 2007To continue to outperform our
    sector and other basic materials companies in total shareholder
    return.


Exceed total shareholder return
    performance for our sector and companies on the DJUSBM for 2007.


PotashCorps total
    shareholder return was 12 percent in the first three months
    of 2007, exceeding the DJUSBM return of 9 percent though
    below our sector average return of 14 percent.To be the low-cost supplier on a
    delivered basis in our industry through ongoing cost reduction
    management.


Achieve 3-percent reduction in
    per-tonne potash conversion costs on a Canadian dollar basis.


Potash conversion costs were
    reduced 5 percent per tonne on a Canadian dollar basis
    during the first three months of 2007 when compared to the 2006
    annual average.Improve energy efficiency in
    Trinidad by 3 percent from 2006.


Trinidad energy efficiency rate
    improved almost 3 percent during the first three months of
    2007 compared to the 2006 annual average.Achieve rock costs at Aurora and
    White Springs 1 percent below 2006.


Rock costs at Aurora increased
    6 percent while White Springs increased 4 percent
    during the first three months of 2007 compared to the
    corresponding period in 2006. Compared to the 2006 annual
    average, rock costs increased 3 percent at Aurora and
    declined 2 percent at White Springs in the first three
    months of 2007.To remain the leader and preferred
    supplier of potash, nitrogen and phosphate products worldwide.


Potash gross margin to exceed
    $800 million, more than 40 percent above 2006.


Potash gross margin was
    $174.2 million for the first three months of 2007,
    representing 22 percent of the 2007 annual target and an
    increase of 92 percent compared to the first three months
    of 2006.Phosphate gross margin to be up by
    50 percent from 2006.


Phosphate gross margin was
    $64.2 million, up 93 percent for the first three
    months of 2007 compared to the corresponding period in 2006.
    This first-quarter gross margin represents 34 percent of
    the 2007 annual target.Nitrogen gross margin to exceed
    $325 million.


Nitrogen gross margin was
    $131.3 million for the first three months of 2007,
    representing 40 percent of the 2007 annual target and an
    increase of 65 percent compared to the first three months
    of 2006.To move closer to our goal of no
    harm to people, no accidents, no damage to the environment.


Reduce recordable injury rate by
    15 percent from 2006.


Recordable injury rate was reduced
    10 percent for the first three months of 2007 compared to
    the 2006 annual level. As compared to the quarter ended
    March 31, 2006, recordable injury rate increased
    9 percent.Reduce lost-time injury rate by
    40 percent from 2006.


Lost-time injury rate was reduced
    43 percent for the first three months of 2007 as compared
    to the 2006 annual level. As compared to the quarter ended
    March 31, 2006, lost-time injury rate increased
    46 percent.Reduce reportable releases and
    permit excursions by 10 percent from 2006.


Reportable release rate on an
    annualized basis declined 56 percent while annualized
    permit excursions were down 50 percent during the first
    three months of 2007 compared to 2006 annual levels. Compared to
    the first quarter of 2006, reportable releases declined
    67 percent while permit excursions were flat.  26




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##### Table of Contents



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


%(Dollars millions  except per-share amounts)

2007


2006


Change


ChangeSales

$
1,154.7


$
861.6


$
293.1



34Freight


81.9



54.9



27.0



49Transportation and distribution


31.0



31.2



(0.2
)


(1
)Cost of goods sold


672.1



572.0



100.1



18Gross margin

$
369.7


$
203.5


$
166.2



82Operating income

$
308.3


$
192.1


$
116.2



60Net income

$
198.0


$
125.5


$
72.5



58Net income per share 
    basic

$
1.89


$
1.21


$
0.68



56Net income per share 
    diluted

$
1.85


$
1.19


$
0.66



55      27




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##### Table of Contents



2002-2004
  Balance
    Sheet
    
    Derivative instruments are generally recorded on the
    Consolidated Statements of Financial Position at fair value. At
    March 31, 2007, the fair value of the companys
    derivative instrument assets represented a current asset of
    $62.4 million and a long-term asset of $82.3 million,
    of which $142.8 million related to natural gas swap and
    option contracts designated as accounting hedges and physical
    gas purchase contracts and $1.9 million related to foreign
    currency forward contracts. As of December 31, 2006, no
    such derivative instruments were recorded on the balance sheet.
    Unrealized gains of $91.9 million on the contracts
    designated as accounting hedges have been recognized in
    accumulated other comprehensive income, net of income taxes, as
    of March 31, 2007, to the extent those hedges are
    effective; ineffectiveness of $2.2 million arising from
    January 1 to March 31, 2007 has been recognized through net
    income. The future income tax liability associated with these
    instruments was $57.7 million. Unrealized losses recognized
    in net income on physical gas purchase contracts arising from
    January 1 to March 31, 2007 were insignificant. No amounts
    were recorded in net income during the first three months of
    2006. Hedge ineffectiveness existing on derivative instruments
    as of January 1, 2007 was recorded as a cumulative effect
    adjustment to opening 28




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##### Table of Contents



retained earnings, net of tax, resulting in an increase in
    retained earnings of $0.2 million and a decrease in
    accumulated other comprehensive income of $0.2 million.  
    The fair value of
    available-for-sale
    investments are recorded as assets on the Consolidated
    Statements of Financial Position. The company has classified its
    investments in ICL and Sinofert Holdings Limited
    (Sinofert) as
    available-for-sale
    and therefore has recorded these investments at their fair
    value, resulting in a balance of unrealized holding gains in
    investments of $1,132.8 million, accumulated other
    comprehensive income of $1,021.9 million and future income
    tax liability of $110.9 million as of March 31, 2007.
    The total balance recorded in investments as of March 31,
    2007 was $1,524.1 million. In previous periods these
    investments had been recorded at cost which, as of
    December 31, 2006 and March 31, 2007, was
    $167.7 million for ICL and $223.7 million for Sinofert.
    Bond issue costs were reclassified from other assets to
    long-term debt and deferred swap gains were reclassified from
    other non-current liabilities to long-term debt, resulting in a
    reduction in other assets of $23.9 million, a reduction in
    other non-current liabilities of $6.6 million and a
    reduction in long-term debt of $17.3 million at
    January 1, 2007. These costs are amortized using the
    effective interest rate method, and will continue to be
    amortized over the term of the related liability. As of
    March 31, 2007, unamortized bond issue costs decreased
    long-term debt by $26.1 million while unamortized deferred
    swap gains increased long-term debt by $6.3 million.    available-for-sale
  $203.0-million
  available-for-sale
 29




---



##### Table of Contents



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


Tonnes (thousands)


Average Price per
    Tonne(1)2007


2006


% Change


2007


2006


% Change


2007


2006


% ChangeSales

$
380.5


$
225.8



69Freight


43.5



25.0



74Transportation and distribution


9.6



7.4



30$
327.4


$
193.4



69Net SalesNorth American

$
152.7


$
91.9



66



892



527



69


$
171.15


$
174.31



(2
)Offshore


171.0



97.2



76



1,273



732



74


$
134.28


$
132.90



1323.7



189.1



71



2,165



1,259



72


$
149.47


$
150.24



(1
)Miscellaneous products


3.7



4.3



(14
)


-



-



-



-



-



-327.4



193.4



69



2,165



1,259



72


$
151.22


$
153.61



(2
)Cost of goods sold


153.2



102.6



49














$
70.76


$
81.49



(13
)Gross margin

$
174.2


$
90.8



92














$
80.46


$
72.12



12   (1)
    
    Rounding differences may occur due
    to the use of whole dollars in per-tonne calculations.  Highlights
  
    Potash gross margin of $174.2 million for the first three
    months of 2007 was 92 percent higher than the same period
    in 2006. However, last years first quarter was negatively
    impacted by extended price negotiations.
    Potash sales volumes were significantly higher in first-quarter
    2007 compared to the first three months of 2006 in both the
    North American and offshore markets. In North America, improved
    agricultural conditions and related crop prices (especially for
    crops relevant to North American farmers like corn, wheat and
    soybeans), led to strong demand for fertilizer, including
    potash. In the offshore markets, demand was strong compared to
    the first quarter of 2006 when China was engaged in price
    negotiations (that ultimately extended through the end of July
    2006) and also led to many offshore customers delaying
    purchasing. While first-quarter 2007 shipments did not face the
    same challenges as a year ago, we may have delayed up to 200,000
    tonnes as pricing for China was not settled until February, and
    North American market deliveries and the ability to move product
    to west coast export terminals was disrupted by a rail strike
    and inclement weather in Canada.
    To meet increasing global demand, we raised our production to
    2.3 million tonnes, compared to 1.3 million tonnes in
    the first quarter 30




---



##### Table of Contents



of 2006. With 30 fewer shutdown weeks than in the same quarter
    last year, total potash cost of goods sold dropped by almost
    $11 per tonne despite additional costs for our share of
    brine inflow management at Esterhazy, higher brine inflow
    management costs at New Brunswick, and general price escalations
    of production inputs.  Potash
    gross margin variance attributable to:
 Three Months Ended March 31Dollars (millions)

2007 vs. 2006Change inPrices/Costs



TotalChange in







GrossSales






Cost of



MarginVolumes



Net Sales


Goods Sold



VarianceNorth American

$
44.9



$
(2.9
)

$
(2.5
)


$
39.5Offshore


42.2




1.8



0.1




44.1Other(1)


4.0




(4.2
)


-




(0.2
)Total

$
91.1



$
(5.3
)

$
(2.4
)


$
83.4  (1)
    
    Includes change in product mix.  Sales and Cost of Goods Sold
  $83.4-million
  
    Offshore sales volumes were up 74 percent. Canpotex Limited
    (Canpotex), the offshore marketing company for
    Saskatchewan potash producers, shipped 2.03 million tonnes,
    a 92-percent increase from the 1.05 million tonnes shipped
    in the same quarter last year as sales increased from
    0.13 million to 1.07 million tonnes in the most
    significant markets of China, India and Brazil. China, which did
    not commence shipments until late February after the 2007
    pricing was agreed to with Canpotex, took 0.42 million
    tonnes during the quarter. This compared to China being
    virtually absent from the market during the first quarter of
    2006 as the country waited to conclude new pricing contracts
    with suppliers, including Canpotex, before coming back into the
    market for new tonnage. In addition, India took
    0.20 million tonnes versus 0.05 million tonnes in the
    first three months of 2006, while Brazil purchased approximately
    0.45 million tonnes in the first quarter of 2007 versus
    0.05 million tonnes in the same period last year. Higher
    soybean prices in Brazil have led to an increase in acres
    planted and a corresponding increase in potash imports. Last
    year, Brazil continued to be affected by the strengthening of
    the Brazilian real relative to the US dollar. This was
    accompanied by lower soybean prices, which pressured margins for
    Brazilian farmers and limited their credit availability and led
    to fewer acres being planted.
    Despite disrupted rail service in Canada, North American sales
    volumes increased as we used our extensive warehouse system to
    respond to stronger dealer fill and field application driven by
    high commodity prices. In 2006, low commodity prices and high
    energy input costs led to lower potash demand. We believe this
    was intensified by dealers wanting to end the 2006 fertilizer
    year with low inventories of all fertilizers, leading them to
    manage their purchasing and exposure cautiously.
    Our offshore realized prices were flat compared to the trailing
    quarter and last years first quarter. They were negatively
    impacted in first-quarter 2006 by higher
    per-unit
    throughput distribution costs resulting from the reduced sales
    volumes. Higher prices realized during the latter part of 2006
    were maintained through first-quarter 2007 and when coupled with
    increased volumes that reduced throughput distribution costs per
    tonne, per-tonne realized prices were slightly higher than the
    first quarter of 2006. While higher prices were achieved in
    China and Southeast Asia, increases in the Brazilian market did
    not take hold until late in the first quarter of 2007. In
    addition, higher ocean freight costs negatively impacted
    offshore realized prices by approximately $7.00 per tonne
    during the quarter, even though Canpotex has locked in about
    40 percent of its shipments on a delivered basis under
    long-term freight agreements. Our North American realized prices
    were high early in 2006 as price increases announced during 2005
    held into the first quarter, but subsequently dropped off during
    mid-2006 due to higher producer inventories and heightened
    competitive pressures. Our price increases in late 2006 and
    early 2007 have nearly restored average realized prices to
    first-quarter 2006 levels. Prices in the North American market
    were $37 per tonne, or 27 percent, higher than
    offshore prices. The gap between the two markets is due in part
    to offshore contracts lagging the North American spot market. It
    also reflects product mix, as North American customers prefer
    granular product that commands a premium over standard product
    more typically consumed offshore. 31




---



##### Table of Contents




    Higher production levels and fewer shutdown weeks significantly
    lowered cost of goods sold per tonne compared to the first
    quarter of 2006 when production shutdowns occurred as the
    company remained true to its strategy of matching production to
    market demand. The effect of increased production and lower
    natural gas costs was partially offset by escalating prices for
    supplies and services, higher brine inflow management costs and
    the impact of foreign exchange on potash operating costs. Our
    share of brine inflow costs at Esterhazy negatively impacted
    cost of goods sold by approximately $5.00 per tonne in the
    first three months of 2007. Further, a stronger Canadian dollar
    relative to the US dollar negatively impacted cost of goods sold
    by almost $1.00 per tonne.  Nitrogen
  Three Months Ended March 31Dollars (millions)


Tonnes (thousands)


Average Price per
    Tonne(1)2007


2006


% Change


2007


2006


% Change


2007


2006


% ChangeSales

$
419.6


$
331.9



26Freight


11.3



9.6



18Transportation and distribution


13.6



13.3



2$
394.7


$
309.0



28Net SalesAmmonia

$
169.4


$
123.0



38



520



364



43


$
325.79


$
337.69



(4
)Urea


113.9



81.4



40



339



281



21


$
336.54


$
289.81



16Nitrogen solutions/Nitric acid/
    Ammonium nitrate


86.4



81.0



7



478



382



25


$
180.73


$
211.96



(15
)Purchased


17.7



17.0



4



49



54



(9
)

$
359.41


$
316.85



13387.4



302.4



28



1,386



1,081



28


$
279.51


$
279.74



-Miscellaneous


7.3



6.6



11



-



-



-



-



-



-394.7



309.0



28



1,386



1,081



28


$
284.81


$
285.81



-Cost of goods sold


263.4



229.6



15














$
190.08


$
212.36



(10
)Gross margin

$
131.3


$
79.4



65














$
94.73


$
73.45



29   (1)
    
    Rounding differences may occur due
    to the use of whole dollars in per-tonne calculations.  Highlights
  
    Quarterly nitrogen gross margin of $131.3 million, driven
    by increased sales volumes and lower production costs, was a
    record high for the company. This is 65 percent higher than
    the $79.4 million generated in the same quarter last year,
    and 32 percent higher than the previous quarterly record of
    $99.4 million generated in the second quarter of 2005.
    North American natural gas spot prices were 25 percent
    lower than in the first quarter of 2006 as the aftermath of
    Hurricane Katrina in the US Gulf region continued to impact gas
    prices. Heightened demand, low producer inventories and tight
    global supply conditions have led to a decoupling of product
    prices from US natural gas costs. These tight fundamentals
    pushed ammonia prices up from the fourth quarter of 2006,
    although they were down slightly from last years first
    quarter when the higher natural gas costs were driving nitrogen
    prices. Urea prices benefited from rising demand and reduced
    imports into the US, as very tight supply/demand raised prices
    to record levels  up 16 percent quarter over
    quarter and 29 percent from the fourth quarter of 2006.
    Our Trinidad facility, which benefits from long-term lower-cost
    natural gas price contracts, delivered $80.1 million (or
    61 percent) of nitrogen gross margin for the quarter. Our
    US operations contributed $34.0 million in 32




---



##### Table of Contents



gross margin for the quarter, and $17.2 million was
    contributed from our natural gas hedges.  
    Cost of goods sold benefited from higher production rates and
    lower natural gas costs before the impact of our natural gas
    hedges.  Nitrogen
    gross margin variance attributable to:
 Three Months Ended March 31Dollars (millions)

2007 vs. 2006Change inPrices/Costs



TotalChange in







GrossSales






Cost of



MarginVolumes



Net Sales


Goods Sold



VarianceAmmonia

$
26.2



$
(5.9
)

$
8.7



$
29.0Urea


2.5




15.8



9.1




27.4Solutions, NA, AN


2.7




(14.9
)


8.6




(3.6
)Purchased


3.3




2.1



(3.6
)



1.8Hedge gains


-




-



(3.7
)



(3.7
)Other(1)


(2.4
)



1.8



1.6




1.0Total

$
32.3



$
(1.1
)

$
20.7



$
51.9   (1)
    
    Includes change in product mix.  Sales and
    Cost of Goods Sold
    
    Realized prices for ammonia declined 4 percent from last
    years first quarter, when high natural gas costs from the
    aftermath of Hurricane Katrina drove prices. Tight fundamentals
    pushed ammonia prices up 13 percent from the fourth quarter
    of 2006, driven by strong North American agricultural demand,
    low product inventories and reduced offshore imports. US imports
    have declined quarter over quarter due to strong offshore
    demand, high ocean freight costs, and capacity shutdowns in
    Europe (due to high natural gas costs in that region), providing
    opportunities for international suppliers to deliver product at
    higher margins closer to home. In comparison, the companys
    natural gas cost, exclusive of the hedge, declined
    8 percent compared to the first quarter of 2006 and
    increased 10 percent compared to the fourth quarter.
    Realized prices for nitrogen solutions, nitric acid and ammonium
    nitrate generally followed ammonia prices showing a total
    decline of 15 percent in the first quarter of 2007. The
    majority of the decline was due to lower ammonium nitrate
    realized prices which contributed an unfavorable
    $13.3 million to the change in gross margin because our
    primary customer contracts are impacted by the cost of natural
    gas on a quarterly time-lag basis. Despite the reduction in
    natural gas costs, North American urea prices rose to record
    levels in 2007  up 16 percent quarter over
    quarter and 29 percent from the fourth quarter of 2006. US
    producer inventories are very low (19 percent below the
    five-year average at quarter-end) due to strong agricultural
    demand (led by the highest corn acreage forecast in the US since
    1944), reduced offshore imports (due to the rise in gas costs
    and ocean freight costs for producers in Europe and the
    Ukraine), production disruptions in the Middle East and new
    capacity delays.
    Ammonia sales volumes increased by 43 percent as we
    benefited from the strong overall demand for nitrogen and the
    additional tonnes available from the final stage of our Trinidad
    debottlenecking project completed in the second quarter of 2006.
    This compared to the first quarter of 2006 when a scheduled
    turnaround and the debottlenecking project reduced production
    for over a month. Further, our Lima, Ohio plant, which was
    curtailed for much of the first quarter of 2006 due to high
    natural gas prices operated throughout the first quarter of
    2007. Urea sales volumes also increased quarter over quarter,
    due in large part to significant demand for field application
    and dealers buying in anticipation of rising prices. Fertilizer
    sales tonnes were up 41 percent from first-quarter 2006
    when US farmers were purchasing less as we believe they were
    hoping for lower prices. Industrial demand remained strong,
    rising 22 percent from the same period last year and
    representing 67 percent of nitrogen sales volumes in the
    quarter. During the quarter, in anticipation of the rise in corn
    acreage intentions and a potential shortfall in nitrogen in the
    US, we restarted meaningful production of nitrogen solutions at
    our Geismar facility on an opportunistic basis, using purchased
    ammonia and carbon dioxide. 33




---



##### Table of Contents




    The decline in cost of goods sold per tonne positively impacted
    gross margin. This was due primarily to lower natural gas costs
    and higher production rates as compared to the first quarter of
    2006 when higher natural gas costs curtailed production at
    Augusta and Lima and more plant shutdowns for turnarounds
    occurred. Natural gas costs continue to be the single most
    important contributor to cost of goods sold, typically
    representing between 75 percent and 90 percent of the
    cash cost of producing one tonne of ammonia. The companys
    average natural gas cost, excluding the benefit of our hedge but
    including our lower-cost Trinidad gas contracts, was
    $4.79 per MMBtu, 8 percent lower than the first
    quarter of 2006. Our US natural gas hedging activities
    contributed $17.2 million to gross margin, compared to
    $20.9 million last year.  Phosphate
  Three Months Ended March 31Dollars (millions)


Tonnes (thousands)


Average Price per
    Tonne(1)2007


2006


% Change


2007


2006


% Change


2007


2006


% ChangeSales

$
354.6


$
303.9



17Freight


27.1



20.3



33Transportation and distribution


7.8



10.5



(26
)$
319.7


$
273.1



17Net SalesFertilizer - liquids

$
68.7


$
61.9



11



269



260



3


$
255.20


$
238.13



7Fertilizer - solids


120.4



93.1



29



427



377



13


$
281.98


$
246.86



14Feed


62.9



52.3



20



208



165



26


$
302.87


$
317.20



(5
)Industrial


63.2



63.2



-



173



173



-


$
365.85


$
364.04



-315.2



270.5



17



1,077



975



10


$
292.66


$
277.44



5Miscellaneous


4.5



2.6



73



-



-



-



-



-



-319.7



273.1



17



1,077



975



10


$
296.95


$
279.94



6Cost of goods sold


255.5



239.8



7














$
237.34


$
245.79



(3
)Gross margin

$
64.2


$
33.3



93














$
59.61


$
34.15



75   (1)
    
    Rounding differences may occur due
    to the use of whole dollars in per-tonne calculations.  Highlights
  
    While strategic focus on our unique ability to produce and
    market specialty phosphate products has brought both stability
    and increased profitability to the phosphate segment over recent
    years, strengthening global agricultural fundamentals has
    started to demonstrate the value of our leverage in liquid and
    solid phosphate fertilizers.
    Phosphate gross margin of $64.2 million was almost double
    the $33.3 million generated in the same quarter last year.
    It was the highest first quarter phosphate gross margin and the
    second highest overall quarterly phosphate gross margin in the
    companys history, second only to fourth-quarter 2006.
    Solid and liquid fertilizers contributed $18.4 million and
    $15.3 million of gross margin, respectively, while our
    stable base of higher-margin industrial and feed products
    combined to deliver $28.0 million. Within industrial,
    purified phosphoric acid was the most profitable product,
    generating quarterly gross margin of $13.2 million,
    representing 29 percent of net sales.  Phosphate
    gross margin variance attributable to:
 Three Months Ended March 31Dollars (millions)

2007 vs. 2006Change inPrices/Costs



TotalChange in







GrossSales






Cost of



MarginVolumes



Net Sales


Goods Sold



VarianceFertilizer - liquids

$
5.7



$
4.2


$
(1.6
)


$
8.3Fertilizer - solids


5.3




15.0



3.4




23.7Feed


9.5




(3.0
)


(7.3
)



(0.8
)Industrial


0.3




0.3



(2.9
)



(2.3
)Other(1)


0.6




1.4



-




2.0Total

$
21.4



$
17.9


$
(8.4
)


$
30.9   (1)
    
    Includes change in product mix. 34




---



##### Table of Contents



Sales and
    Cost of Goods Sold
  Quarter-over-quarter
  
    High commodity prices spurred by rising demand for biofuels has
    led to increased demand for fertilizer products. Extremely tight
    fundamentals in North America pushed up realized prices for
    solid and liquid fertilizers by 14 percent and
    7 percent, respectively. Solid fertilizer sales volumes
    were up 13 percent, including a 36-percent increase in
    North America, while liquid fertilizer volumes rose
    3 percent. Solid fertilizer field application and off-take
    into North American dealer storage ahead of anticipated price
    increases was strong in the first quarter of 2007, and product
    supply was very tight due to temporary industry curtailments in
    late 2006. The application season got off to an early start in
    the quarter in the South and Southeast, and customer demand
    quickly outstripped the industrys ability to supply,
    putting upward pressure on prices. North American DAP producer
    inventories were 51 percent below the five-year average by
    the end of the quarter. Feed volumes were 26 percent higher
    than the same quarter last year with a 96-percent increase in
    offshore sales, primarily due to new business in Latin America.
    The price variance in cost of goods sold negatively impacted the
    change in gross margin by $8.4 million. The
    $8.2-million
    positive impact of 20-percent lower sulfur prices was more than
    offset by 4-percent higher rock costs resulting from higher
    costs for purchased rock at Geismar, higher electrical and
    chemical processing costs at Aurora and White Springs, two
    planned dragline turnarounds at Aurora and slightly higher
    ammonia prices. Though costs were higher overall, the price
    variance in cost of goods sold for solid fertilizer products was
    positive due to the impact of higher production levels.  Expenses
    and Other Income
  Three Months EndedMarch 31Dollar


%Dollars (millions)

2007


2006


Change


ChangeSelling and administrative

$
40.6


$
30.8


$
9.8



32Provincial mining and other taxes


32.5



14.2



18.3



129Foreign exchange loss (gain)


2.0



(2.4
)


4.4



n/mOther income


13.7



31.2



(17.5
)


(56
)Interest expense


25.5



23.2



2.3



10Income taxes


84.8



43.4



41.4



95n/m = not meaningful      35




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##### Table of Contents




    The consolidated effective income tax rate for the three months
    ended March 31, 2007 was 30 percent compared to
    33 percent for the three months ended March 31, 2006.
    The change was primarily attributable to lower Canadian income
    tax rates partially offset by a higher percentage of
    consolidated income earned in the higher-tax jurisdictions
    during the three months ended March 31, 2007 compared to
    the three months ended March 31, 2006. A scheduled
    2 percentage point reduction in the Canadian federal income
    tax rate applicable to resource companies became effective at
    the beginning of 2007. In addition, during second-quarter 2006,
    the Province of Saskatchewan reduced the corporation income tax
    rate 3 percentage points to 14 percent effective
    July 1, 2006 with further 1 percentage point
    reductions scheduled for July 1, 2007 and July 1, 2008.
    Income tax refunds totaling $12.3 million for the
    2002-2004
    taxation years were recorded during the three months ended
    March 31, 2006 relating to a Canadian appeal court decision
    (pertaining to a uranium producer) which affirmed the
    deductibility of the Saskatchewan capital tax resource surcharge.   36




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##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
  Cash
    Requirements
    Contractual
    Obligations and Other Commitments
  Payments Due By Period as of March 31, 2007Dollars (millions)Total


Within 1 year


1 to 3 years


3 to 5 years


Over 5 yearsLong-term debt

$
1,757.3


$
400.2


$
0.5


$
605.7


$
750.9Estimated interest payments on
    long-term debt


1,235.1



111.0



193.5



170.2



760.4Operating leases


643.2



81.0



151.9



128.9



281.4Purchase obligations


790.5



134.9



194.5



138.8



322.3Other commitments


72.8



21.7



24.4



8.5



18.2Other long-term liabilities


1,158.6



36.6



75.1



60.8



986.1Total

$
5,657.5


$
785.4


$
639.9


$
1,112.9


$
3,119.3   Payments Due By Period as of December 31,
    2006(1)Dollars (millions)Total


Within 1 year


1 to 3 years


3 to 5 years


Over
    5 years(1)Long-term debt

$
1,757.5


$
400.4


$
0.5


$
600.7


$
755.9Estimated interest payments on
    long-term
    debt(1)


1,198.8



102.8



177.2



153.8



765.0Operating leases


646.7



79.3



145.0



130.4



292.0Purchase obligations


831.1



143.0



208.8



140.5



338.8Other commitments


74.2



21.5



24.1



10.0



18.6Other long-term liabilities


953.1



33.7



76.7



60.8



781.9Total(1)

$
5,461.4


$
780.7


$
632.3


$
1,096.2


$
2,952.2   (1)
    Long-term
    Debt
  back-to-back
   37




---



##### Table of Contents



Operating
    Leases
      Purchase
    Obligations
        Other
    Commitments
    Other
    Long-term Liabilities
      Capital
    Expenditures
     38




---



##### Table of Contents



Sources
    and Uses of Cash
    Three Months EndedMarch 31$


%Dollars (millions)

2007


2006


Change


ChangeCash provided by (used in)
    operating activities

$
319.6


$
(12.5
)

$
332.1



n/mCash used in investing activities


(120.2
)


(248.8
)


128.6



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


(70.6
)


340.1



(410.7
)


n/mn/m = not meaningful     March 31,


December 31,


%Dollars (millions) except ratio amounts

2007


2006


ChangeCurrent assets

$
1,561.0


$
1,310.2



19Current liabilities

$
(1,106.7
)

$
(1,103.5
)


-Working capital

$
454.3


$
206.7



120Current ratio


1.41



1.19



18     $72.5-million $238.5-million
 39




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##### Table of Contents



$114.1-million
    
    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 first three
    months of 2006, the company acquired an additional 10-percent
    interest in the ordinary shares of Sinofert for cash
    consideration of $126.3 million, which was financed by
    short-term debt.
    The company spent $109.0 million on additions to property,
    plant and equipment in first-quarter 2007, $11.0 million
    lower than the $120.0 million spent during the same
    three-month period last year largely due to major capital
    expansion projects in potash which were nearing completion
    during first-quarter 2007. Approximately 60 percent
    (2006  50 percent) of our consolidated capital
    expenditures for the period related to the potash segment.      Principal
    Debt Instruments
  March 31, 2007Total


Amount


Amount


AmountDollars (millions)

Amount


Outstanding


Committed


AvailableSyndicated credit facility

$
750.0


$
-


$
96.1


$
653.9Line of credit


75.0



-



17.6



57.4Commercial paper


750.0



96.1



-



653.9US shelf registrations


2,000.0



1,750.0



-



250.0   $750.0-million debt-to-capital debt-to-EBITDA
 40




---



##### Table of Contents



30-year
  Outstanding
    Share Data
    Off-Balance
    Sheet Arrangements
    Guarantee
    Contracts
    back-to-back
 41




---



##### Table of Contents



Derivative
    Instruments
  marked-to-market marked-to-market
  Long-term
    Fixed Price Contracts
    QUARTERLY
    FINANCIAL HIGHLIGHTS
  March 31,



December 31,


September 30,


June 30,


March 31,



December 31,


September 30,


June 30,Dollars (millions) except per-share amounts

2007



2006


2006


2006


2006



2005


2005


2005Sales

$
1,154.7



$
1,022.9


$
953.5


$
928.7


$
861.6



$
930.5


$
938.0


$
1,057.3Gross margin


369.7




299.3



245.8



253.4



203.5




242.2



279.5



344.8Net income


198.0




186.0



145.2



175.1



125.5




117.1



130.3



164.2Net income per share - basic


1.89




1.78



1.40



1.69



1.21




1.11



1.20



1.50Net income per share - diluted


1.85




1.74



1.37



1.65



1.19




1.09



1.17



1.46    42




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##### Table of Contents



RELATED
    PARTY TRANSACTIONS
    CRITICAL
    ACCOUNTING ESTIMATES
  Form 10-Q.
      RECENT
    ACCOUNTING CHANGES
  Changes
    in Accounting Policies
  Canada
  Comprehensive Income, Equity, Financial Instruments and
    Hedges
  Form 10-Q.
  Accounting Changes
   43




---



##### Table of Contents



Stripping Costs Incurred in the Production Phase of a Mining
    Operation
    United
    States
  Uncertainty in Income Taxes
  Form 10-Q.
  Recent
    Accounting Pronouncements
  Canada
  Variable Interest Entities  Clarification
    Capital Disclosures
    Financial Instruments
  Form 10-Q.
   44




---



##### Table of Contents



United
    States
  Variable Interest Entities  Clarification
    Planned Major Maintenance Activities
  accrue-in-advance
  Fair Value Measurement
    Fair Value Option for Financial Assets and Financial
    Liabilities
    RISK
    MANAGEMENT
         45




---



##### Table of Contents



OUTLOOK
      12-16 percent
       46




---



##### Table of Contents



FORWARD
    LOOKING STATEMENTS
  Form 10-Q, 10-Q
 
  ITEM 3.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   47




---



##### Table of Contents



Commodity
    Risk
        Interest
    Rate Risk
        Foreign
    Exchange Risk
     48




---



##### Table of Contents



ITEM 4.
    CONTROLS
    AND PROCEDURES     
  PART II.  OTHER
    INFORMATION
  
 ITEM 5.
    OTHER
    INFORMATION  Form 10-Q.
   
  ITEM 6.
    EXHIBITS    ExhibitNumber

Description of
    Document3(a)


Articles of Continuance of the
    registrant dated May 15, 2002, incorporated by reference to
    Exhibit 3(a) to the registrants report on
    Form 10-Q
    for the quarterly period ended June 30, 2002 (the
    Second Quarter 2002
    Form 10-Q).3(b)


Bylaws of the registrant effective
    May 15, 2002, incorporated by reference to
    Exhibit 3(b) to the Second Quarter 2002
    Form 10-Q.4(a)


Term Credit Agreement between The
    Bank of Nova Scotia and other financial institutions and the
    registrant dated September 25, 2001, incorporated by
    reference to Exhibit 4(a) to the registrants report
    on
    Form 10-Q
    for the quarterly period ended September 30, 2001.4(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, incorporated by reference to
    Exhibit 4(b) to the registrants report on
    Form 10-Q
    for the quarterly period ended September 30, 2003 (the
    Third Quarter 2003
    Form 10-Q). 49




---



##### Table of Contents



ExhibitNumber

Description of
    Document4(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, incorporated by reference to
    Exhibit 4(c) to the registrants report on
    Form 8-K
    dated September 21, 2004.4(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, incorporated by reference to
    Exhibit 4(a) to the registrants report on
    Form 8-K
    dated September 22, 2005.4(e)


Syndicated Term Credit Facility
    Fourth Amending Agreement between The Bank of Nova Scotia and
    other financial institutions and the registrant dated as of
    September 27, 2006, incorporated by reference to
    Exhibit 4(e) to the registrants report on
    Form 10-Q
    for the quarterly period ended September 30, 2006.4(f)


Indenture dated as of
    June 16, 1997, between the registrant and The Bank of Nova
    Scotia Trust Company of New York, incorporated by reference to
    Exhibit 4(a) to the registrants report on
    Form 8-K
    dated June 18, 1997 (the 1997
    Form 8-K).4(g)


Indenture dated as of
    February 27, 2003, between the registrant and The Bank of
    Nova Scotia Trust Company of New York, incorporated by reference
    to Exhibit 4(c) to the registrants report on
    Form 10-K
    for the year ended December 31, 2002 (the 2002
    Form 10-K).4(h)


Form of Notes relating to the
    registrants offering of $400,000,000 principal amount of
    7.125% Notes due June 15, 2007, incorporated by
    reference to Exhibit 4(b) to the 1997
    Form 8-K.4(i)


Form of Notes relating to the
    registrants offering of $600,000,000 principal amount of
    7.75% Notes due May 31, 2011, incorporated by
    reference to Exhibit 4 to the registrants report on
    Form 8-K
    dated May 17, 2001.4(j)


Form of Note relating to the
    registrants offering of $250,000,000 principal amount of
    4.875% Notes due March 1, 2013, incorporated by
    reference to Exhibit 4 to the registrants report on
    Form 8-K
    dated February 28, 2003.4(k)


Form of Note relating to the
    registrants offering of $500,000,000 principal amount of
    5.875% Notes due December 1, 2036, incorporated by
    reference to Exhibit 4(a) to the registrants report
    on
    Form 8-K
    dated November 29, 2006.     ExhibitNumber

Description of
    Document10(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.,
    incorporated by reference to Exhibit 10(f) to the
    registrants registration statement on
    Form F-1
    (File
    No. 33-31303)
    (the F-1 Registration Statement).10(b)


Canpotex Limited Shareholders
    Seventh Memorandum of Agreement effective April 21, 1978,
    between Central Canada Potash, Division of Noranda Inc., Cominco
    Ltd., International Minerals and Chemical Corporation (Canada)
    Limited, PCS Sales, Texasgulf Inc. and Canpotex Limited as
    amended by Canpotex S&P amending agreement dated
    November 4, 1987, incorporated by reference to Exhibit
    10(g) to the F-1 Registration Statement.10(c)


Producer Agreement dated
    April 21, 1978, between Canpotex Limited and PCS Sales,
    incorporated by reference to Exhibit 10(h) to the F-1
    Registration Statement.10(d)


Canpotex/PCS Amending Agreement,
    dated as of October 1, 1992, incorporated by reference to
    Exhibit 10(f) to the registrants report on
    Form 10-K
    for the year ended December 31, 1995 (the 1995
    Form 10-K).10(e)


Canpotex PCA Collateral
    Withdrawing/PCS Amending Agreement, dated as of October 7,
    1993, incorporated by reference to Exhibit 10(g) to the
    1995
    Form 10-K. 50




---



##### Table of Contents



ExhibitNumber

Description of
    Document10(f)


Canpotex Producer Agreement
    amending agreement dated as of January 1, 1999,
    incorporated by reference to Exhibit 10(f) to the
    registrants report on
    Form 10-K
    for the year ended December 31, 2000 (the 2000
    Form 10-K).10(g)


Canpotex Producer Agreement
    amending agreement dated as of July 1, 2002, incorporated
    by reference to Exhibit 10(g) to the registrants
    report on
    Form 10-Q
    for the quarterly period ended June 30, 2004 (the
    Second Quarter 2004
    Form 10-Q).10(h)


Esterhazy Restated Mining and
    Processing Agreement dated January 31, 1978, between
    International Minerals & Chemical Corporation (Canada)
    Limited and the registrants predecessor, incorporated by
    reference to Exhibit 10(e) to the F-1 Registration
    Statement.10(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, incorporated by reference to
    Exhibit 10(p) to the registrants report on
    Form 10-K
    for the year ended December 31, 1990.10(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), incorporated by reference to
    Exhibit 10(l) to the 1998
    Form 10-K.10(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, incorporated by reference
    to Exhibit 10(m) to the 1998
    Form 10-K.10(l)


Potash Corporation of Saskatchewan
    Inc. Stock Option Plan  Directors, as amended,
    incorporated by reference to Exhibit 10(l) to the
    registrants report on
    Form 10-K
    for the year ended December 3, 2006 (the 2006
    Form 10-K).10(m)


Potash Corporation of Saskatchewan
    Inc. Stock Option Plan  Officers and Employees, as
    amended, incorporated by reference to Exhibit 10(m) to the
    2006
    Form 10-K.10(n)


Short-Term Incentive Plan of the
    registrant effective January 2000, as amended March 10,
    2005, incorporated by reference to Exhibit 10(x) to the
    Form 10-K
    for the year ended December 31, 2004.10(o)


Resolution and Forms of Agreement
    for Supplemental Retirement Income Plan, for officers and key
    employees of the registrant, incorporated by reference to
    Exhibit 10(o) to the 1995
    Form 10-K.10(p)


Amending Resolution and revised
    forms of agreement regarding Supplemental Retirement Income Plan
    of the registrant, incorporated by reference to
    Exhibit 10(x) to the registrants report on
    Form 10-Q
    for the quarterly period ended June 30, 1996.10(q)


Amended and restated Supplemental
    Retirement Income Plan of the registrant and text of amendment
    to existing supplemental income plan agreements, incorporated by
    reference to Exhibit 10(mm) to the registrants report
    on
    Form 10-Q
    for the quarterly period ended September 30, 2000 (the
    Third Quarter 2000
    Form 10-Q).10(r)


Form of Letter of amendment to
    existing supplemental income plan agreements of the registrant
    dated November 4, 2002, incorporated by reference to
    Exhibit 10(cc) to the 2002
    Form 10-K.10(s)


Amended and restated agreement
    dated February 20, 2007, between the registrant and William
    J. Doyle concerning the Supplemental Retirement Income Plan,
    incorporated by reference to Exhibit 10(s) to the 2006
    Form 10-K.10(t)


Supplemental Retirement Benefits
    Plan for U.S. Executives dated effective January 1,
    1999, incorporated by reference to Exhibit 10(aa) to the
    Second Quarter 2002
    Form 10-Q.10(u)


Forms of Agreement dated
    December 30, 1994, between the registrant and certain
    officers of the registrant, concerning a change in control of
    the registrant, incorporated by reference to Exhibit 10(p)
    to the 1995
    Form 10-K.10(v)


Form of Agreement of
    Indemnification dated August 8, 1995, between the
    registrant and certain officers and directors of the registrant,
    incorporated by reference to Exhibit 10(q) to the 1995
    Form 10-K. 51




---



##### Table of Contents



ExhibitNumber

Description of
    Document10(w)


Resolution and Form of Agreement
    of Indemnification dated January 24, 2001, incorporated by
    reference to Exhibit 10(ii) to the 2000
    Form 10-K.10(x)


Resolution and Form of Agreement
    of Indemnification  July 21, 2004, incorporated
    by reference to Exhibit 10(ii) to the Second Quarter 2004
    Form 10-Q.10(y)


Chief Executive Officer Medical
    and Dental Benefits, incorporated by reference to
    Exhibit 10(jj) to the
    Form 10-K
    for the year ended December 31, 2004.10(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., incorporated by reference
    to Exhibit 10(t) to the 1995
    Form 10-K.10(aa)


International Agency Agreement
    dated effective December 15, 2006, between Phosphate
    Chemicals Export Association, Inc. and PCS Sales (USA), Inc.,
    incorporated by reference to Exhibit 10(aa) to the 2006
    Form 10-K.10(bb)


Deferred Share Unit Plan for
    Non-Employee Directors, incorporated by reference to
    Exhibit 4.1 to the registrants
    Form S-8
    (File
    No. 333-75742)
    filed December 21, 2001.10(cc)


Potash Corporation of Saskatchewan
    Inc. 2005 Performance Option Plan and Form of Option Agreement,
    as amended, incorporated by reference to Exhibit 10(cc) to
    the 2006
    Form 10-K.10(dd)


Potash Corporation of Saskatchewan
    Inc. 2006 Performance Option Plan and Form of Option Agreement,
    as amended, incorporated by reference to Exhibit 10(dd) to
    the 2006
    Form 10-K.10(ee)


Potash Corporation of Saskatchewan
    Inc. 2007 Performance Option Plan and Form of Option Agreement.10(ff)


Medium Term Incentive Plan of the
    registrant effective January 2006, incorporated by reference to
    Exhibit 10(dd) to the registrants report on
    Form 10-K
    for the year ended December 31, 2005.11


Statement re Computation of Per
    Share Earnings.31(a)


Certification pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31(b)


Certification pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32


Certification pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.  52




---



##### Table of Contents



SIGNATURES
         By:
    /s/  Joseph
    Podwika   Senior Vice President, General Counsel and
 Secretary
    By:
    /s/  Wayne
    R. Brownlee   Executive Vice President, Treasurer and
 Chief Financial Officer
 (Principal Financial and Accounting Officer)
 53




---



##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Description of
    Document3(a)


Articles of Continuance of the
    registrant dated May 15, 2002, incorporated by reference to
    Exhibit 3(a) to the registrants report on
    Form 10-Q
    for the quarterly period ended June 30, 2002 (the
    Second Quarter 2002
    Form 10-Q).3(b)


Bylaws of the registrant effective
    May 15, 2002, incorporated by reference to
    Exhibit 3(b) to the Second Quarter 2002
    Form 10-Q.4(a)


Term Credit Agreement between The
    Bank of Nova Scotia and other financial institutions and the
    registrant dated September 25, 2001, incorporated by
    reference to Exhibit 4(a) to the registrants report
    on
    Form 10-Q
    for the quarterly period ended September 30, 2001.4(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, incorporated by reference to
    Exhibit 4(b) to the registrants report on
    Form 10-Q
    for the quarterly period ended September 30, 2003 (the
    Third Quarter 2003
    Form 10-Q).4(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, incorporated by reference to
    Exhibit 4(c) to the registrants report on
    Form 8-K
    dated September 21, 2004.4(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, incorporated by reference to
    Exhibit 4(a) to the registrants report on
    Form 8-K
    dated September 22, 2005.4(e)


Syndicated Term Credit Facility
    Fourth Amending Agreement between The Bank of Nova Scotia and
    other financial institutions and the registrant dated as of
    September 27, 2006, incorporated by reference to
    Exhibit 4(e) to the registrants report on
    Form 10-Q
    for the quarterly period ended September 30, 2006.4(f)


Indenture dated as of
    June 16, 1997, between the registrant and The Bank of Nova
    Scotia Trust Company of New York, incorporated by reference to
    Exhibit 4(a) to the registrants report on
    Form 8-K
    dated June 18, 1997 (the 1997
    Form 8-K).4(g)


Indenture dated as of
    February 27, 2003, between the registrant and The Bank of
    Nova Scotia Trust Company of New York, incorporated by reference
    to Exhibit 4(c) to the registrants report on
    Form 10-K
    for the year ended December 31, 2002 (the 2002
    Form 10-K).4(h)


Form of Notes relating to the
    registrants offering of $400,000,000 principal amount of
    7.125% Notes due June 15, 2007, incorporated by
    reference to Exhibit 4(b) to the 1997
    Form 8-K.4(i)


Form of Notes relating to the
    registrants offering of $600,000,000 principal amount of
    7.75% Notes due May 31, 2011, incorporated by
    reference to Exhibit 4 to the registrants report on
    Form 8-K
    dated May 17, 2001.4(j)


Form of Note relating to the
    registrants offering of $250,000,000 principal amount of
    4.875% Notes due March 1, 2013, incorporated by
    reference to Exhibit 4 to the registrants report on
    Form 8-K
    dated February 28, 2003.4(k)


Form of Note relating to the
    registrants offering of $500,000,000 principal amount of
    5.875% Notes due December 1, 2036, incorporated by
    reference to Exhibit 4(a) to the registrants report
    on
    Form 8-K
    dated November 29, 2006.    54




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##### Table of Contents



ExhibitNumber

Description of
    Document10(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.,
    incorporated by reference to Exhibit 10(f) to the
    registrants registration statement on
    Form F-1
    (File
    No. 33-31303)
    (the F-1 Registration Statement).10(b)


Canpotex Limited Shareholders
    Seventh Memorandum of Agreement effective April 21, 1978,
    between Central Canada Potash, Division of Noranda Inc., Cominco
    Ltd., International Minerals and Chemical Corporation (Canada)
    Limited, PCS Sales, Texasgulf Inc. and Canpotex Limited as
    amended by Canpotex S&P amending agreement dated
    November 4, 1987, incorporated by reference to Exhibit
    10(g) to the F-1 Registration Statement.10(c)


Producer Agreement dated
    April 21, 1978, between Canpotex Limited and PCS Sales,
    incorporated by reference to Exhibit 10(h) to the F-1
    Registration Statement.10(d)


Canpotex/PCS Amending Agreement,
    dated as of October 1, 1992, incorporated by reference to
    Exhibit 10(f) to the registrants report on
    Form 10-K
    for the year ended December 31, 1995 (the 1995
    Form 10-K).10(e)


Canpotex PCA Collateral
    Withdrawing/PCS Amending Agreement, dated as of October 7,
    1993, incorporated by reference to Exhibit 10(g) to the
    1995
    Form 10-K.10(f)


Canpotex Producer Agreement
    amending agreement dated as of January 1, 1999,
    incorporated by reference to Exhibit 10(f) to the
    registrants report on
    Form 10-K
    for the year ended December 31, 2000 (the 2000
    Form 10-K).10(g)


Canpotex Producer Agreement
    amending agreement dated as of July 1, 2002, incorporated
    by reference to Exhibit 10(g) to the registrants
    report on
    Form 10-Q
    for the quarterly period ended June 30, 2004 (the
    Second Quarter 2004
    Form 10-Q).10(h)


Esterhazy Restated Mining and
    Processing Agreement dated January 31, 1978, between
    International Minerals & Chemical Corporation (Canada)
    Limited and the registrants predecessor, incorporated by
    reference to Exhibit 10(e) to the F-1 Registration
    Statement.10(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, incorporated by reference to
    Exhibit 10(p) to the registrants report on
    Form 10-K
    for the year ended December 31, 1990.10(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), incorporated by reference to
    Exhibit 10(l) to the 1998
    Form 10-K.10(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, incorporated by reference
    to Exhibit 10(m) to the 1998
    Form 10-K.10(l)


Potash Corporation of Saskatchewan
    Inc. Stock Option Plan  Directors, as amended,
    incorporated by reference to Exhibit 10(l) to the
    registrants report on
    Form 10-K
    for the year ended December 3, 2006 (the 2006
    Form 10-K).10(m)


Potash Corporation of Saskatchewan
    Inc. Stock Option Plan  Officers and Employees, as
    amended, incorporated by reference to Exhibit 10(m) to the
    2006
    Form 10-K.10(n)


Short-Term Incentive Plan of the
    registrant, effective January 2000, as amended March 10,
    2005, incorporated by reference to Exhibit 10(x) to the
    Form 10-K
    for the year ended December 31, 2004.10(o)


Resolution and Forms of Agreement
    for Supplemental Retirement Income Plan, for officers and key
    employees of the registrant, incorporated by reference to
    Exhibit 10(o) to the 1995
    Form 10-K.10(p)


Amending Resolution and revised
    forms of agreement regarding Supplemental Retirement Income Plan
    of the registrant, incorporated by reference to
    Exhibit 10(x) to the registrants report on
    Form 10-Q
    for the quarterly period ended June 30, 1996. 55




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##### Table of Contents



ExhibitNumber

Description of
    Document10(q)


Amended and restated Supplemental
    Retirement Income Plan of the registrant and text of amendment
    to existing supplemental income plan agreements, incorporated by
    reference to Exhibit 10(mm) to the registrants report
    on
    Form 10-Q
    for the quarterly period ended September 30, 2000 (the
    Third Quarter 2000
    Form 10-Q).10(r)


Form of Letter of amendment to
    existing supplemental income plan agreements of the registrant
    dated November 4, 2002, incorporated by reference to
    Exhibit 10(cc) to the 2002
    Form 10-K.10(s)


Amended and restated agreement
    dated February 20, 2007, between the registrant and William
    J. Doyle concerning the Supplemental Retirement Income Plan,
    incorporated by reference to Exhibit 10(s) to the 2006
    Form 10-K.10(t)


Supplemental Retirement Benefits
    Plan for U.S. Executives dated effective January 1,
    1999, incorporated by reference to Exhibit 10(aa) to the
    Second Quarter 2002
    Form 10-Q.10(u)


Forms of Agreement dated
    December 30, 1994, between the registrant and certain
    officers of the registrant, concerning a change in control of
    the registrant, incorporated by reference to Exhibit 10(p)
    to the 1995
    Form 10-K.10(v)


Form of Agreement of
    Indemnification dated August 8, 1995, between the
    registrant and certain officers and directors of the registrant,
    incorporated by reference to Exhibit 10(q) to the 1995
    Form 10-K.10(w)


Resolution and Form of Agreement
    of Indemnification dated January 24, 2001, incorporated by
    reference to Exhibit 10(ii) to the 2000
    Form 10-K.10(x)


Resolution and Form of Agreement
    of Indemnification  July 21, 2004, incorporated
    by reference to Exhibit 10(ii) to the Second Quarter 2004
    Form 10-Q.10(y)


Chief Executive Officer Medical
    and Dental Benefits, incorporated by reference to
    Exhibit 10(jj) to the
    Form 10-K
    for the year ended December 31, 2004.10(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., incorporated by reference
    to Exhibit 10(t) to the 1995
    Form 10-K.10(aa)


International Agency Agreement
    dated effective December 15, 2006, between Phosphate
    Chemicals Export Association, Inc. and PCS Sales (USA), Inc.,
    incorporated by reference to Exhibit 10(aa) to the 2006
    Form 10-K.10(bb)


Deferred Share Unit Plan for
    Non-Employee Directors, incorporated by reference to
    Exhibit 4.1 to the registrants
    Form S-8
    (File
    No. 333-75742)
    filed December 21, 2001.10(cc)


Potash Corporation of Saskatchewan
    Inc. 2005 Performance Option Plan and Form of Option Agreement,
    as amended, incorporated by reference to Exhibit 10(cc) to
    the 2006
    Form 10-K.10(dd)


Potash Corporation of Saskatchewan
    Inc. 2006 Performance Option Plan and Form of Option Agreement,
    as amended, incorporated by reference to Exhibit 10(dd) to
    the 2006
    Form 10-K.10(ee)


Potash Corporation of Saskatchewan
    Inc. 2007 Performance Option Plan and Form of Option Agreement.10(ff)


Medium Term Incentive Plan of the
    registrant effective January 2006, incorporated by reference to
    Exhibit 10(dd) to the registrants report on
    Form 10-K
    for the year ended December 31, 2005.11


Statement re Computation of Per
    Share Earnings.31(a)


Certification pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31(b)


Certification pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32


Certification pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.  56