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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Quarterly Period Ended September 30,
    2009ORo

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

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

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

S7K 7G3Saskatoon, Saskatchewan, Canada

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

Accelerated filer o

Non-accelerated filer o

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




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##### 





TABLE OF CONTENTS  PART I. FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTSCondensed Consolidated Statements of Financial PositionCondensed Consolidated Statements of Operations and Retained EarningsCondensed Consolidated Statements of Cash FlowCondensed Consolidated Statements of Comprehensive Income (Loss)Notes to the Condensed Consolidated Financial StatementsITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 4. CONTROLS AND PROCEDURESITEM 1. LEGAL PROCEEDINGSITEM 6. EXHIBITSExhibit 10(m)Exhibit 11Exhibit 31(a)Exhibit 31(b)Exhibit 32 
  PART I.  FINANCIAL
    INFORMATION
 
  ITEM 1.
    FINANCIAL
    STATEMENTS  Potash
    Corporation of Saskatchewan Inc.

    Condensed Consolidated Statements of Financial Position(in millions of US dollars except share
    amounts)
    (unaudited)
  September 30,


December 31,2009


2008AssetsCurrent assetsCash and cash equivalents

$
391.2


$
276.8Accounts receivable (Note 2)


1,138.5



1,189.9Inventories (Note 3)


639.9



714.9Prepaid expenses and other current assets


161.4



85.62,331.0



2,267.2Property, plant and equipment


5,890.7



4,812.2Investments


3,322.5



2,750.7Other assets


342.4



300.2Intangible assets


20.0



21.5Goodwill


97.0



97.0$
12,003.6


$
10,248.8LiabilitiesCurrent liabilitiesShort-term debt and current portion of long-term debt
    (Note 4)

$
489.5


$
1,324.1Accounts payable and accrued charges


704.0



1,183.6Current portion of derivative instrument liabilities


58.7



108.11,252.2



2,615.8Long-term debt (Note 5)


3,499.0



1,739.5Derivative instrument liabilities


104.2



120.4Future income tax liability


881.1



794.2Accrued pension and other post-retirement benefits


274.5



253.4Accrued environmental costs and asset retirement obligations


135.0



133.4Other non-current liabilities and deferred credits


3.6



3.26,149.6



5,659.9Contingencies and Guarantees(Notes 16 and 17,
    respectively)Shareholders EquityShare capital


1,425.9



1,402.5Unlimited authorization of common shares without par value;
    issued and outstanding 295,832,782 and 295,200,987 at
    September 30, 2009 and December 31, 2008,
    respectively
    Unlimited authorization of first preferred shares; none
    outstandingContributed surplus


147.0



126.2Accumulated other comprehensive income


1,223.3



657.9Retained earnings


3,057.8



2,402.35,854.0



4,588.9$
12,003.6


$
10,248.8    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 302009


2008


2009


2008Sales(Note 7)

$
1,099.1


$
3,064.3


$
2,877.6


$
7,575.9Less: Freight


53.7



81.4



130.2



287.2Transportation
    and distribution


36.3



31.6



101.0



97.2Cost of
    goods sold


662.9



1,210.3



1,900.0



3,157.2Gross Margin


346.2



1,741.0



746.4



4,034.3Selling and administrative


35.9



31.7



132.7



158.6Provincial mining and other taxes


2.1



172.0



17.0



434.4Foreign exchange gain


(9.0
)


(37.4
)


(1.3
)


(63.2
)Other income (Note 10)


(41.2
)


(140.0
)


(264.6
)


(255.2
)(12.2
)


26.3



(116.2
)


274.6Operating Income


358.4



1,714.7



862.6



3,759.7Interest Expense(Note 11)


31.1



15.3



80.8



42.2Income Before Income Taxes


327.3



1,699.4



781.8



3,717.5Income Taxes(Note 12)


78.5



463.3



37.6



1,010.3Net Income

$
248.8


$
1,236.1



744.2



2,707.2Retained Earnings, Beginning of Period










2,402.3



2,279.6Repurchase of Common Shares










-



(2,829.1
)Dividends










(88.7
)


(92.5
)Retained Earnings, End of Period









$
3,057.8


$
2,065.2Net Income Per Share(Note 13)Basic

$
0.84


$
4.07


$
2.52


$
8.73Diluted

$
0.82


$
3.93


$
2.45


$
8.45Dividends Per Share

$
0.10


$
0.10


$
0.30


$
0.30    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 302009


2008


2009


2008Operating ActivitiesNet income

$
248.8


$
1,236.1


$
744.2


$
2,707.2Adjustments to reconcile net income to cash provided by
    operating activitiesDepreciation and amortization


83.4



83.3



227.5



247.1Stock-based compensation


3.6



4.2



26.2



32.1Loss (gain) on disposal of property, plant and equipment


7.0



(21.5
)


8.4



(28.3
)Provision for (gain on disposal of) auction rate securities


-



27.5



(115.3
)


71.3Foreign exchange on future income tax


1.1



(14.6
)


(1.0
)


(23.9
)Provision for future income tax


140.9



48.7



65.8



75.5Undistributed earnings of equity investees


(32.5
)


(109.3
)


(1.3
)


(133.8
)Derivative instruments


(28.2
)


0.6



(70.0
)


(18.4
)Other long-term liabilities


(64.3
)


(4.3
)


(37.1
)


2.8Subtotal of adjustments


111.0



14.6



103.2



224.4Changes in non-cash operating working capitalAccounts receivable


(139.0
)


(281.9
)


52.9



(776.8
)Inventories


9.4



(131.2
)


70.5



(360.5
)Prepaid expenses and other current assets


44.4



(10.7
)


(9.2
)


(34.1
)Accounts payable and accrued charges


46.2



86.1



(605.8
)


489.7Subtotal of changes in non-cash operating working capital


(39.0
)


(337.7
)


(491.6
)


(681.7
)Cash provided by operating activities


320.8



913.0



355.8



2,249.9Investing ActivitiesAdditions to property, plant and equipment


(424.5
)


(336.2
)


(1,190.2
)


(770.6
)Purchase of long-term investments


-



(78.3
)


-



(329.5
)Proceeds from disposal of property, plant and equipment


0.1



31.3



15.9



40.9Proceeds from disposal of auction rate securities


-



-



132.5



-Other assets and intangible assets


(25.6
)


(11.7
)


(36.1
)


(33.1
)Cash used in investing activities


(450.0
)


(394.9
)


(1,077.9
)


(1,092.3
)Cash before financing activities


(129.2
)


518.1



(722.1
)


1,157.6Financing ActivitiesProceeds from long-term debt obligations


1,478.7



-



4,033.7



-Repayments of and finance costs on long-term debt obligations


(1,062.2
)


-



(3,291.4
)


(0.2
)(Repayments of) proceeds from short-term debt obligations


(246.2
)


743.9



165.3



1,586.3Dividends


(29.2
)


(29.8
)


(87.9
)


(92.3
)Repurchase of common shares


-



(1,005.8
)


-



(2,902.9
)Issuance of common shares


8.0



3.2



16.8



31.5Cash provided by (used in) financing activities


149.1



(288.5
)


836.5



(1,377.6
)Increase (Decrease) in Cash and Cash Equivalents


19.9



229.6



114.4



(220.0
)Cash and Cash Equivalents, Beginning of Period


371.3



269.9



276.8



719.5Cash and Cash Equivalents, End of Period

$
391.2


$
499.5


$
391.2


$
499.5Cash and cash equivalents comprised of:Cash

$
98.5


$
62.5


$
98.5


$
62.5Short-term investments


292.7



437.0



292.7



437.0$
391.2


$
499.5


$
391.2


$
499.5Supplemental cash flow disclosureInterest paid

$
10.1


$
14.3


$
56.1


$
51.4Income taxes paid

$
3.0


$
210.1


$
739.2


$
595.7    4




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##### 



Potash
    Corporation of Saskatchewan Inc.

    Condensed Consolidated Statements of Comprehensive Income
    (Loss)(in millions of US dollars)
    (unaudited)
  Three Months Ended


Nine Months EndedSeptember 30


September 30(Net of related income taxes)

2009


2008


2009


2008Net income

$
248.8


$
1,236.1


$
744.2


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


115.8



(1,371.8
)


553.4



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


(11.1
)


(258.9
)


(39.9
)


(60.2
)Reclassification to income of net losses (gains) on cash flow
    hedges(3)


14.5



(0.2
)


39.9



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


4.7



(7.2
)


12.0



(2.3
)Other comprehensive income (loss)


123.9



(1,638.1
)


565.4



(479.1
)Comprehensive income (loss)

$
372.7


$
(402.0
)

$
1,309.6


$
2,228.1   (1)
    
    Available-for-sale securities are
    comprised of shares in Israel Chemicals Ltd. and Sinofert
    Holdings Limited and investments in auction rate securities. The
    amounts are net of income taxes of $NIL (2008 
    $(129.2)) for the three months ended September 30, 2009 and
    $26.5 (2008  $57.0) for the nine months ended
    September 30, 2009.(2)
    
    Cash flow hedges are comprised of
    natural gas derivative instruments, and are net of income taxes
    of $(6.8) (2008  $(105.8)) for the three months ended
    September 30, 2009 and $(24.3) (2008  $(24.6))
    for the nine months ended September 30, 2009.(3)
    
    Net of income taxes of $8.9
    (2008  $(0.1)) for the three months ended
    September 30, 2009 and $24.3 (2008  $(5.9)) for
    the nine months ended September 30, 2009.  Condensed
    Consolidated Statements of Accumulated Other Comprehensive
    Income
    (in millions of US dollars)
    (unaudited)
  September 30,


December 31,(Net of related income taxes)

2009


2008Net unrealized gains on available-for-sale
    securities(1)

$
1,315.2


$
761.8Net unrealized losses on derivatives designated as cash flow
    hedges(2)


(100.6
)


(100.6
)Unrealized foreign exchange gains (losses) on translation of
    self-sustaining foreign operations


8.7



(3.3
)Accumulated other comprehensive income


1,223.3



657.9Retained earnings


3,057.8



2,402.3Accumulated Other Comprehensive Income and Retained
    Earnings

$
4,281.1


$
3,060.2   (1)
    
    $1,465.5 before income taxes
    (2008  $885.7)(2)
    
    $(160.2) before income taxes
    (2008  $(160.2))   5




---



##### 



Potash
    Corporation of Saskatchewan Inc.

    Notes to the Condensed Consolidated Financial Statements
    For the Three and Nine Months Ended September 30, 2009
    (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
  Goodwill
    and Intangible Assets
        Recent
    Accounting Pronouncements
  IFRSs
   6




---



##### 



Credit
    Risk and the Fair Value of Financial Assets and Financial
    Liabilities
    Business
    Combinations
    Noncontrolling
    Interests in Consolidated Financial Statements
    Mining
    Exploration Costs
    Financial
    Instrument Disclosure
   7




---



##### 



2.
    Accounts
    Receivable  September 30,


December 31,2009


2008Trade accounts

$
476.7


$
1,033.9Less allowance for doubtful accounts


(8.5
)


(7.7
)468.2



1,026.2Taxes receivable


511.1



-Margin deposit on derivative instruments


89.9



91.1Other non-trade accounts


69.3



72.6$
1,138.5


$
1,189.9   3.
    Inventories  September 30,


December 31,2009


2008Finished products

$
320.7


$
421.8Intermediate products


163.1



117.1Raw materials


45.8



67.8Materials and supplies


110.3



108.2$
639.9


$
714.9     4.
    Short-Term
    Debt and Current Portion of Long-Term Debt  September 30,


December 31,2009


2008Commercial paper

$
489.2


$
324.8Credit facility


-



1,000.0489.2



1,324.8Current portion of long-term debt


0.3



0.2Less net unamortized debt costs


-



(0.9
)$
489.5


$
1,324.1   364-day
 8




---



##### 



5.
    Long-Term
    Debt  September 30,


December 31,2009


2008Senior notes7.750% notes due May 31, 2011

$
600.0


$
600.04.875% notes due March 1, 2013


250.0



250.05.250% notes due May 15, 2014


500.0



-3.750% notes due September 30, 2015


500.0



-6.500% notes due May 15, 2019


500.0



-4.875% notes due March 30, 2020


500.0



-5.875% notes due December 1, 2036


500.0



500.0Credit facilities


180.0



400.0Other


8.0



8.23,538.0



1,758.2Less net unamortized debt costs


(42.9
)


(22.8
)Add unamortized interest rate swap gains


2.7



3.93,497.8



1,739.3Less current maturities


(0.3
)


(0.2
)Add current portion of amortization


1.5



0.4$
3,499.0


$
1,739.5         6.
    Capital
    Management   9




---



##### 



September 30,


December 31,2009


2008Short-term debt and current portion of long-term debt

$
489.5


$
1,324.1Long-term debt


3,499.0



1,739.5Total debt


3,988.5



3,063.6Less: cash and cash equivalents


391.2



276.8Net debt


3,597.3



2,786.8Shareholders equity


5,854.0



4,588.9Less: accumulated other comprehensive income


1,223.3



657.9Adjusted shareholders equity


4,630.7



3,931.0Adjusted
    capital(1)

$
8,228.0


$
6,717.8   (1)
    
    Adjusted capital = (total
    debt  cash and cash equivalents) +
    (shareholders equity  accumulated other
    comprehensive income)    As At or For the12 Months EndedSeptember 30,

December 31,2009

2008Components of ratiosAdjusted EBITDA (twelve months ended)

$
1,948.1


$
5,030.0Net debt

$
3,597.3


$
2,786.8Adjusted interest expense (twelve months ended)

$
159.0


$
105.7Adjusted capital

$
8,228.0


$
6,717.8RatiosAdjusted EBITDA to adjusted interest
    expense(1)


12.3



47.6Net debt to adjusted
    EBITDA(2)


1.9



0.6Net debt to adjusted
    capital(3)


43.7
%


41.5
%   (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)     10




---



##### 



Twelve














TwelveMonths Ended


Three Months Ended


Months EndedSeptember 30,


September 30,


June 30,


March 31,


December 31,


December 31,2009


2009


2009


2009


2008


2008Net income

$
1,532.2


$
248.8


$
187.1


$
308.3


$
788.0


$
3,495.2Income taxes


104.4



78.5



72.2



(113.1
)


66.8



1,077.1Interest expense


101.4



31.1



26.5



23.2



20.6



62.8Depreciation and amortization


307.9



83.4



70.1



74.0



80.4



327.5Provision for auction rate securities


17.5



-



-



-



17.5



88.8Gain on disposal of auction rate securities


(115.3
)


-



(115.3
)


-



-



-Gain on sale of assets


-



-



-



-



-



(21.4
)Adjusted EBITDA

$
1,948.1


$
441.8


$
240.6


$
292.4


$
973.3


$
5,030.0   Twelve














TwelveMonths Ended


Three Months Ended


Months EndedSeptember 30,


September 30,


June 30,


March 31,


December 31,


December 31,2009


2009


2009


2009


2008


2008Interest expense

$
101.4


$
31.1


$
26.5


$
23.2


$
20.6


$
62.8Interest capitalized to property, plant and equipment


57.6



16.8



17.2



12.8



10.8



42.9Adjusted interest expense

$
159.0


$
47.9


$
43.7


$
36.0


$
31.4


$
105.7   7.
    Segment
    Information    Three Months Ended September 30, 2009Potash


Phosphate


Nitrogen


All Others


ConsolidatedSales

$
423.4


$
357.4


$
318.3


$
-


$
1,099.1Freight


16.8



24.3



12.6



-



53.7Transportation and distribution


9.2



13.9



13.2



-



36.3Net sales  third party


397.4



319.2



292.5



-Cost of goods sold


146.0



275.0



241.9



-



662.9Gross margin


251.4



44.2



50.6



-



346.2Depreciation and amortization


13.2



43.1



25.1



2.0



83.4Inter-segment sales


-



-



23.3



-



-   Three Months Ended September 30, 2008Potash


Phosphate


Nitrogen


All Others


ConsolidatedSales

$
1,145.2


$
1,080.2


$
838.9


$
-


$
3,064.3Freight


36.0



27.3



18.1



-



81.4Transportation and distribution


9.9



8.8



12.9



-



31.6Net sales  third party


1,099.3



1,044.1



807.9



-Cost of goods sold


189.6



536.9



483.8



-



1,210.3Gross margin


909.7



507.2



324.1



-



1,741.0Depreciation and amortization


18.9



36.1



26.2



2.1



83.3Inter-segment sales


-



7.7



62.8



-



-  11




---



##### 



Nine Months Ended September 30, 2009Potash

Phosphate

Nitrogen

All Others

ConsolidatedSales

$
903.3


$
1,012.0


$
962.3


$
-


$
2,877.6Freight


34.1



58.3



37.8



-



130.2Transportation and distribution


24.4



34.8



41.8



-



101.0Net sales  third party


844.8



918.9



882.7



-Cost of goods sold


320.6



845.4



734.0



-



1,900.0Gross margin


524.2



73.5



148.7



-



746.4Depreciation and amortization


26.6



120.0



74.3



6.6



227.5Inter-segment sales


-



-



44.1



-



-   Nine Months Ended September 30, 2008Potash

Phosphate

Nitrogen

All Others

ConsolidatedSales

$
3,135.9


$
2,375.4


$
2,064.6


$
-


$
7,575.9Freight


151.6



89.2



46.4



-



287.2Transportation and distribution


35.2



25.2



36.8



-



97.2Net sales  third party


2,949.1



2,261.0



1,981.4



-Cost of goods sold


638.4



1,256.9



1,261.9



-



3,157.2Gross margin


2,310.7



1,004.1



719.5



-



4,034.3Depreciation and amortization


65.7



104.4



71.1



5.9



247.1Inter-segment sales


-



22.4



145.4



-



-   Assets
  Potash

Phosphate

Nitrogen

All Others

ConsolidatedAssets at September 30, 2009

$
4,396.8


$
2,321.5


$
1,590.9


$
3,694.4


$
12,003.6Assets at December 31, 2008


3,350.0



2,283.0



1,593.6



3,022.2



10,248.8Change in assets


1,046.8



38.5



(2.7
)


672.2



1,754.8Additions to property, plant and equipment


864.9



243.2



77.0



5.1



1,190.2   8.
    Stock-Based
    Compensation    Expected dividend

$
0.40Expected volatility


48%Risk-free interest rate


2.53%Expected life of options


5.9 years  12




---



##### 



9.
    Pension
    and Other Post-Retirement Expenses  Defined
    Benefit Pension Plans
 Three Months


Nine MonthsEnded September 30


Ended September 302009


2008


2009


2008Service cost

$
4.3


$
3.7


$
12.9


$
11.3Interest cost


11.1



10.0



33.3



30.0Expected return on plan assets


(9.6
)


(12.7
)


(28.8
)


(38.5
)Net amortization and change in valuation allowance


7.2



2.6



21.6



7.6Net expense

$
13.0


$
3.6


$
39.0


$
10.4   Other
    Post-Retirement Plans
  Three Months


Nine MonthsEnded September 30


Ended September 302009


2008


2009


2008Service cost

$
1.5


$
1.5


$
4.6


$
4.3Interest cost


4.1



4.0



12.4



12.0Net amortization


0.2



0.2



0.5



0.5Net expense

$
5.8


$
5.7


$
17.5


$
16.8     10.
    Other
    Income  Three Months


Nine MonthsEnded September 30


Ended September 302009


2008


2009


2008Share of earnings of equity investees

$
32.5


$
109.3


$
100.2


$
193.0Dividend income


11.4



30.3



51.8



64.0(Provision for) gain on disposal of auction rate securities


-



(27.5
)


115.3



(71.3
)Other


(2.7
)


27.9



(2.7
)


44.2Gain on forward purchase contract for shares in Sinofert


-



-



-



25.3$
41.2


$
140.0


$
264.6


$
255.2    13




---



##### 



11.
    Interest
    Expense  Three Months


Nine MonthsEnded September 30


Ended September 302009


2008


2009


2008Interest expense onShort-term debt

$
3.6


$
10.7


$
17.3


$
17.0Long-term debt


46.0



23.9



119.8



71.2Interest capitalized to property, plant and equipment


(16.8
)


(13.2
)


(46.8
)


(32.1
)Interest income


(1.7
)


(6.1
)


(9.5
)


(13.9
)$
31.1


$
15.3


$
80.8


$
42.2   12.
    Income
    Taxes      
    A future income tax recovery of $119.2 for a tax rate reduction
    resulting from an internal restructuring during the first
    quarter.
    A current income tax recovery of $47.6 recorded in the first
    quarter that related to an increase in permanent deductions in
    the US from prior years. The recovery will have a positive
    impact on cash.
    A future income tax provision of $24.4 related to a
    second-quarter functional currency election by the parent
    company for Canadian income tax purposes.
    The benefit of a lower proportion of consolidated income earned
    in higher-tax jurisdictions.    
    The benefit of 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 that became effective at the beginning of the year.
    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 recorded during the
    first quarter of 2008 that related to an increase in permanent
    deductions in the US from prior years.
    No tax expense on the $25.3 gain recognized in the first quarter
    that resulted from the change in fair value of the forward
    purchase contract for shares in Sinofert Holdings Limited
    (Sinofert) as the gain was not taxable.  13.
    Net
    Income Per Share     14




---



##### 



14.
    Financial
    Instruments and Related Risk Management    Credit
    Risk
    September 30,


December 31,2009


2008Cash and cash equivalents

$
391.2


$
276.8Accounts
    receivable(1)


627.4



1,189.9Derivative instrument assets


22.1



17.9Auction rate securities


-



17.2   (1)
    
    Excludes taxes receivable of $511.1    September 30,


December 31,2009


20081  30 days

$
14.1


$
33.331  60 days


0.4



8.7Greater than 60 days


1.8



1.7$
16.3


$
43.7     As At and For the


As At and For theNine Months Ended


Year EndedSeptember 30,


December 31,2009


2008Balance  beginning of period

$
7.7


$
5.9Provision for receivables impairment


0.8



5.0Receivables written off during the period as uncollectible
    (primarily related to offshore receivables)


-



(3.2
)Balance  end of period

$
8.5


$
7.7    15




---



##### 



Liquidity
    Risk
    September 30, 2009Total

Amount OutstandingAmount

and Committed

Amount AvailableCredit facilities

$
2,780.0
(1)

$
659.2(1
)

$
2,120.8
(1)Line of credit


75.0



32.3(2
)


42.7   (1)
    
    The amount available under the
    $750.0 commercial paper program is limited to the availability
    of backup funds under the credit facilities. Included in the
    amount outstanding and committed is $479.2 of commercial paper
    (per the terms of the agreements, the commercial paper
    outstanding and committed, as applicable, is based on the US
    dollar balance or equivalent thereof in lawful money of other
    currencies at the time of issue; therefore, subsequent changes
    in the exchange rate applicable to Canadian dollar denominated
    commercial paper have no impact on this balance).(2)
    
    Letters of credit committed.      CarryingAmount ofLiability atSeptember 30,


Contractual


Within








Over2009


Cash Flows


1 year


1 to 3 years


3 to 5 years


5 yearsShort-term debt
    obligations(1)

$
489.2


$
480.0


$
480.0


$
-


$
-


$
-Accounts payable and accrued
    charges(2)


579.9



579.9



579.9



-



-



-Long-term debt
    obligations(1)


3,538.0



5,330.2



198.0



1,031.6



1,122.7



2,977.9Derivative financial instrument liabilitiesNatural gas hedging derivatives


162.9



171.6



58.1



51.9



20.5



41.1$
4,770.0


$
6,561.7


$
1,316.0


$
1,083.5


$
1,143.2


$
3,019.0   (1)
    
    Contractual cash flows include
    contractual interest payments related to debt obligations.
    Interest rates on variable rate debt are based on prevailing
    rates at September 30, 2009.(2)
    
    Excludes taxes, accrued interest,
    deferred revenues and current portions of accrued environmental
    costs and asset retirement obligations and accrued pension and
    other post-retirement benefits. This also excludes derivative
    financial instrument liabilities which have been presented
    separately.  Market
    Risk
   16




---



##### 



Foreign
    Exchange Risk
    Carrying Amount

Foreign Exchange Riskof Asset (Liability)

5% increase in

5% decrease inat September

US$

US$30, 2009

Income

OCI

Income

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

$
1,641.8


$
-


$
(82.1
)

$
-


$
82.1Sinofert denominated in Hong Kong dollars


682.9



-



(34.1
)


-



34.1Short-term debt denominated in Canadian dollars


(319.8
)


16.0



-



(16.0
)


-Accounts payable denominated in Canadian dollars


(161.5
)


8.1



-



(8.1
)


-Derivative instrumentsForeign currency forward contracts


13.7



(28.3
)


-



28.3



-       Interest
    Rate Risk
    Carrying Amount

Interest Rate Riskof Asset (Liability)

1% decrease in

1% increase inat September 30,

interest rates

interest rates2009

Income

OCI

Income

OCIFixed rate instrumentsLong-term debt
    obligations(1)

$
(3,352.1
)

$
-


$
-


$
-


$
-Variable rate instrumentsCash and cash equivalents


391.2



(3.9
)


-



3.9



-Long-term debt obligations


(185.9
)


1.9



-



(1.9
)


-Short-term debt
    obligations(2)


(489.2
)


-



-



-



-   (1)
    
    The company does not measure any
    fixed rate debt at fair value. Therefore, changes in interest
    rates will not affect income or OCI as there is no change in the
    carrying value of fixed-rate debt and interest payments are
    fixed.(2)
    
    Commercial paper is excluded from
    interest rate risk on short-term obligations since interest
    rates are fixed for their stated period. The company is only
    exposed to interest rate risk on the issuance of new commercial
    paper. 17




---



##### 



Price
    Risk
    Carrying Amountof Asset (Liability)

Price Riskat September 30,

10% decrease in prices

10% increase in prices2009

Income

OCI

Income

OCIDerivative instrumentsNatural gas hedging derivatives

$
(154.5
)

$
-


$
(74.0
)

$
-


$
74.4Available-for-sale investmentsIntercorporate investments


2,324.7



-



(232.5
)


-



232.5     Fair
    Value
  point-in-time
  September 30,

December 31,2009

2008Carrying



CarryingAmount

Fair Value

Amount

Fair Valueof Asset

of Asset

of Asset

of Asset(Liability)

(Liability)

(Liability)

(Liability)Cash and cash equivalents

$
391.2


$
391.2


$
276.8


$
276.8Accounts
    receivable(1)


627.4



627.4



1,189.9



1,189.9Derivative financial instruments


(140.8
)


(140.8
)


(210.6
)


(210.6
)Investments


3,322.5



6,331.1



2,750.7



4,615.2Short-term debt obligations


(489.2
)


(489.2
)


(1,323.9
)


(1,323.9
)Accounts payable and accrued charges


(579.9
)


(579.9
)


(565.3
)


(565.3
)Long-term debt


(3,538.0
)


(3,705.5
)


(1,758.2
)


(1,730.3
)   (1)
    
    Excludes taxes receivable of $511.1.    15.
    Seasonality   18




---



##### 



16.
    Contingencies  Canpotex
    Mining
    Risk
    Legal
    and Other Matters
    
    In 1998, the company, along with other parties, was notified by
    the US Environmental Protection Agency (USEPA) of
    potential liability under the US federal Comprehensive
    Environmental Response, Compensation and Liability Act of 1980
    (CERCLA) with respect to certain soil and
    groundwater conditions at a PCS Joint Venture blending facility
    in Lakeland, Florida and certain adjoining property. In 1999,
    PCS Joint Venture signed an Administrative Order and Consent
    with the USEPA pursuant to which PCS Joint Venture agreed to
    conduct a Remedial Investigation and Feasibility Study
    (RI/FS) of these conditions. PCS Joint Venture and
    another party have shared the costs of the RI/FS, which is now
    complete. A Record of Decision (ROD) based upon the
    RI/FS was issued on September 27, 2007. The ROD provides
    for a remedy that requires excavation of impacted soils and
    interim treatment of groundwater. The total remedy cost is
    estimated in the ROD to be $8.5. On August 31, 2009, the
    U.S. District Court for the Middle District of Florida
    approved the Remedial Design/Remedial Action Consent Decree,
    pursuant to which PCS Joint Venture and additional potentially
    responsible parties will perform the ROD remedy. Implementation
    of the ROD remedy could begin in the first quarter of 2010.
    Although PCS Joint Venture sold the Lakeland property in July
    2006, PCS Joint Venture has retained the above-described
    remediation responsibilities and has indemnified the third-party
    purchaser for the costs of remediation and certain related
    claims.
    The USEPA has identified PCS Nitrogen, Inc. (PCS
    Nitrogen) as a potentially responsible party with respect
    to a former fertilizer blending operation in Charleston, South
    Carolina, known as the Planters Property or Columbia Nitrogen
    site, formerly owned by a company from which PCS Nitrogen
    acquired certain other assets. The USEPA has requested
    reimbursement of $3.0 of previously incurred response costs and
    the performance or financing of future site investigation and
    response activities from PCS Nitrogen and other named
    potentially responsible parties. In September 2005,
    Ashley II of Charleston, L.L.C., the current owner of the
    Planters Property, filed a complaint in the United States
    District Court for the District of South Carolina (the
    Court) seeking a declaratory judgment that PCS
    Nitrogen is liable to pay environmental response costs that
    Ashley II of Charleston, L.L.C. alleges it has incurred and
    will incur in connection with response activities at the site.
    The Court entered an order bifurcating the case into two phases.
    In the third quarter of 2007, the Court issued its decision for
    the first phase of the case, in which it determined that PCS
    Nitrogen is the successor to a former owner of the site and may
    be liable to Ashley II of Charleston, L.L.C. for its
    environmental response costs at the site. PCS Nitrogen has filed
    and is pursuing third-party complaints against owners and
    operators that it believes should be responsible parties with
    respect to the site. In the first quarter of 2009, the judge who
    had been handling the case disqualified himself and the case was
    transferred to a new judge. The Court entered an order in June
    2009 denying PCS Nitrogens motion to vacate the orders
    entered by the previous judge. PCS Nitrogen filed a motion
    seeking leave to appeal the Courts order denying PCS
    Nitrogens motion to vacate and a separate motion to
    reconsider the order entered by the previous judge denying PCS
    Nitrogens motion for leave to appeal the order finding
    that PCS Nitrogen is a successor to a former owner of the site.
    In October 2009, the Court denied these motions. The second
    phase of the trial to allocate damages commenced on
    October 26, 2009. 19




---



##### 



PCS Nitrogen denies that it is a potentially responsible party
    and is vigorously defending its interests in these actions.  
    PCS Phosphate Company, Inc. (PCS Phosphate), along
    with several other entities, has received notice from parties to
    an Administrative Settlement Agreement (Settling
    Parties) with the USEPA of alleged contribution liability
    under CERCLA for costs incurred and to be incurred addressing
    PCB soil contamination at the Ward Superfund Site in Raleigh,
    North Carolina (Site). PCS Phosphate has agreed to
    participate, on a non-joint and several basis, with the Settling
    Parties in the performance of the removal action and the payment
    of certain other costs associated with the Site, including
    reimbursement of the USEPAs past costs. The cost of
    performing the removal action at the Site is estimated at $70.0.
    The removal activities commenced at the Site in August 2007. In
    July 2009, the Settling Parties served the company, and more
    than 100 other entities, with complaints seeking contribution
    for and recovery of response costs incurred in performing the
    removal action. The company anticipates recovering some portion
    of its expenditures for the removal action from other liable
    parties through settlement or litigation. In addition to the
    removal action at the Site, investigation of sediments
    downstream of the Site in what is called Operable Unit
    1 has occurred. In September 2008, the USEPA issued a
    final remedy, with an estimated cost of $6.1, for Operable Unit
    1. In October 2008, the USEPA issued special notice letters to
    PCS Phosphate and other alleged potentially responsible parties
    requiring a good-faith offer to perform
    and/or pay
    for the
    clean-up of
    Operable Unit 1, to perform further investigation at the Site
    and adjacent properties, and to reimburse USEPA for its past
    costs. In January 2009, in addition to good-faith offers made by
    other potentially responsible parties, PCS Phosphate, along with
    some of the Settling Parties, submitted a good-faith offer to
    the USEPA. The USEPA is reviewing the good-faith offers. At this
    time, the company is unable to evaluate the extent of any
    exposure that it may have for the matters addressed in the
    special notice letter.
    The USEPA has an ongoing initiative to evaluate implementation
    within the phosphate industry of a particular exemption for
    mineral processing wastes under the hazardous waste program. In
    connection with this industry-wide initiative, the USEPA
    conducted hazardous waste compliance evaluation inspections at
    numerous phosphate operations, including the companys
    plants in Aurora, North Carolina; Geismar, Louisiana; and White
    Springs, Florida. The USEPA has notified the company of various
    alleged violations of the US Resource Conservation and Recovery
    Act (RCRA) at its Aurora and White Springs plants.
    The company and other industry members have met with
    representatives of the US Department of Justice, the USEPA and
    various state environmental agencies regarding potential
    resolutions of these matters. During these meetings, the company
    was informed that the USEPA also believes the Geismar plant is
    in violation of these requirements. As part of the initiative,
    the company entered into RCRA 3013 Administrative Orders on
    Consent to perform certain site assessment activities at its
    White Springs, Aurora and Geismar plants. The company is
    uncertain if any resolution will be possible without litigation,
    or, if litigation occurs, what the outcome would be. At this
    time, the company is unable to evaluate the extent of any
    exposure that it may have in these matters.
    The USEPA also has begun an initiative to evaluate compliance
    with the Clean Air Act at sulfuric and nitric acid plants. In
    connection with this industry-wide initiative, the USEPA has
    sent requests for information to numerous facilities, including
    the companys plants in Augusta, Georgia; Aurora, North
    Carolina; Geismar, Louisiana; Lima, Ohio; and White Springs,
    Florida. The USEPA has notified the company of various alleged
    violations of the Clean Air Act at its Geismar and Lima plants.
    The company has met and will continue to meet with
    representatives of the USEPA and the US Department of Justice
    regarding potential resolutions of these matters. At this time,
    the company is unable to evaluate the extent of any exposure
    that it may have in these matters.
    Significant portions of the companys phosphate reserves in
    Aurora, North Carolina are located in wetlands. Under the Clean
    Water Act, the company must obtain a permit from the US Army
    Corps of Engineers (the Corps) before disturbing the
    wetlands. On June 10, 2009, the Corps issued the company a
    permit to mine reserves in excess of thirty years. On
    June 17, 2009, USEPA advised the Corps that USEPA would not
    seek additional review of the permit or invoke its veto
    authority. In a related approval for mining, on March 12,
    2009, four environmental organizations (Pamlico-Tar River
    Foundation, North Carolina 20




---



##### 



Coastal Federation, Environmental Defense Fund, and Sierra Club)
    filed a Petition for a Contested Case Hearing before the North
    Carolina Office of Administrative Hearings challenging the
    Certification issued to the company by the North Carolina
    Department of Environment and Natural Resources Division of
    Water Quality pursuant to Section 401 of the Clean Water
    Act, 33 U.S.C. § 1341 and state rules. The
    company has intervened in this proceeding and, at this time, is
    unable to evaluate the extent of any exposure that it may have
    in this matter.  
    Pursuant to the 1996 Corrective Action Consent Order (the
    Order) executed between PCS Nitrogen Fertilizer,
    L.P., formerly known as Arcadian Fertilizer, L.P. (PCS
    Nitrogen Fertilizer) and Georgia Department of Natural
    Resources, Environmental Protection Division (GEPD)
    in conjunction with PCS Nitrogen Fertilizers purchase of
    real property located in Augusta, Georgia from the entity from
    which PCS Nitrogen Fertilizer previously leased such property,
    PCS Nitrogen Fertilizer agreed to perform certain activities
    including a facility investigation and, if necessary, a
    corrective action. In accordance with the Order, PCS Nitrogen
    Fertilizer has performed an investigation of environmental site
    conditions, has documented its findings in several successive
    facility investigation reports submitted to GEPD, and has
    conducted a pilot study to evaluate the viability of in-situ
    bioremediation of groundwater at the site. Based on these
    findings, the requirements of the Order and the pilot study, in
    May 2009, PCS Nitrogen Fertilizer submitted a Corrective Action
    Plan (CAP) to GEPD proposing to utilize in-situ
    bioremediation of groundwater at the site. In the event GEPD
    approves the CAP, a full-scale bioremediation remedy will be
    implemented.
    In April 2009, the USEPA proposed rules to require greenhouse
    gas emission inventory reporting and proposed to find that
    greenhouse gas emissions from mobile sources endanger public
    health and welfare. In May 2009, the Canadian government
    announced that its new industrial greenhouse gas emissions
    policies will be coordinated with policies that may be
    implemented in the US. It is anticipated that target numbers for
    emissions reductions will not be published until December 2009
    at the earliest. The company is monitoring these policy changes
    and any effect they may have on our operations when they become
    final. In September 2009, the USEPA promulgated rules requiring
    the reporting of greenhouse gas emissions for all sources
    emitting more than 25,000 tons of carbon dioxide equivalents.
    The company does not believe that compliance with this
    regulation will have a material adverse effect on its
    consolidated financial position or results of operations.
    At the direction of the USEPA, the Florida Department of
    Environmental Protection (FDEP) has announced a
    rulemaking to restrict nutrient concentrations in surface waters
    to levels below those currently permitted at the companys
    White Springs, Florida plant. The company is working with FDEP
    on the rulemaking to pursue an acceptable resolution. In
    addition, the company along with other phosphate producers,
    through a trade association, has moved to intervene to challenge
    a consent decree filed in the U.S. District Court for the
    Northern District of Florida which would require the USEPA to
    develop numeric nutrient standards for Florida lakes and flowing
    waters by October 2010. The company is uncertain if any
    resolution will be possible without litigation, or, if
    litigation occurs, what the outcome would be.
    The company, having been unable to agree with Mosaic Potash
    Esterhazy Limited Partnership (Mosaic) on the
    remaining amount of potash that the company is entitled to
    receive from Mosaic pursuant to the mining and processing
    agreement in respect of the companys rights at the
    Esterhazy mine, issued a statement of claim in the Saskatchewan
    Court of Queens Bench against Mosaic on May 27, 2009.
    Under the statement of claim the company has asserted that it
    has the right under the mining and processing agreement to
    receive potash from Mosaic until at least 2012, and seeks an
    order from the Court declaring the amount of potash which the
    company has the right to receive. Mosaic in its statement of
    defense dated June 16, 2009, asserts that at a delivery
    rate of 1.24 million tons of product per year, the
    companys entitlement to receive potash under the mining
    and processing agreement will terminate by August 30, 2010.
    Also, on June 16, 2009 Mosaic commenced a counterclaim
    against the company asserting that the company has breached the
    mining and processing agreement due to its refusal to take
    delivery of potash product under the agreement based on an event
    of force majeure. The company will continue to assert its
    position in these proceedings vigorously and it denies liability
    to Mosaic in connection with its counterclaim. 21




---



##### 




    Between September 11 and October 2, 2008, the company and
    PCS Sales (USA), Inc. were named as defendants in eight very
    similar antitrust complaints filed in federal courts. Other
    potash producers are also defendants in these cases. Each of the
    separate complaints alleges conspiracy to fix potash prices, to
    divide markets, to restrict supply and to fraudulently conceal
    the conspiracy, all in violation of Section 1 of the
    Sherman Act. Five of the eight complaints were brought by
    plaintiffs who claim to have purchased potash directly from at
    least one of the defendants during the period between
    July 1, 2003 and the present (collectively, the
    Direct Purchaser Plaintiffs). All five Direct
    Purchaser Plaintiffs purport to sue on behalf of a class of
    persons who purchased potash in the United States directly from
    a defendant. The Direct Purchaser Plaintiffs, who filed a
    single, consolidated amended complaint on November 13,
    2008, seek unspecified treble damages, injunctive relief,
    attorneys fees, costs and pre- and post-judgment interest.
    The other three complaints were brought by plaintiffs who claim
    to be indirect purchasers of potash (collectively, the
    Indirect Purchaser Plaintiffs). The Indirect
    Purchaser Plaintiffs, who purport to sue on behalf of all
    persons who purchased potash indirectly in the United States,
    filed a single, consolidated amended complaint on
    November 13, 2008. In addition to the Sherman Act claim
    described above, the Indirect Purchaser Plaintiffs also assert
    claims for violation of various state antitrust laws; violations
    of various state consumer protection statutes; and for unjust
    enrichment. The Indirect Purchaser Plaintiffs seek injunctive
    relief, unspecified damages, treble damages where allowed,
    costs, fees and pre- and post-judgment interest. All eight
    lawsuits have been consolidated into a Multidistrict Litigation
    proceeding, or MDL (No. 1996), for coordinated pretrial
    proceedings before Judge Ruben Castillo in the United States
    District Court for the Northern District of Illinois (the
    Court). Two consolidated complaints, one for the
    Direct Purchaser Plaintiffs and one for the Indirect Purchaser
    Plaintiffs, have been filed. In June 2009, the company and PCS
    Sales (USA), Inc., along with the other defendants filed motions
    to dismiss the amended consolidated complaints filed by the
    Direct Purchaser Plaintiffs and the Indirect Purchaser
    Plaintiffs. On November 3, 2009 the court denied the
    defendants motion to dismiss the Direct Purchaser
    Plaintiffs complaints. The Court has granted in part and
    denied in part the defendants motion to dismiss the
    Indirect Purchaser Plaintiffs various causes of action.
    Specifically, the court has denied the defendants motions
    to dismiss the Indirect Purchaser Plaintiffs causes of
    action asserting state law antitrust claims under Michigan and
    Kansas law and an unjust enrichment claim under Iowa law. The
    Court also stated that it will structure discovery proceedings
    to concentrate on the alleged coordinated supply restrictions,
    which must be completed by April 30, 2010, following which the
    defendants may file expedited summary judgment motions. The
    company and PCS Sales (USA), Inc. believe each of these eight
    private antitrust law lawsuits is without merit and intend to
    defend them vigorously.  and/or
       22




---



##### 



17.
    Guarantees               23




---



##### 



18.
    Related
    Party Commitment    19.
    Reconciliation
    of Canadian and United States Generally Accepted Accounting
    Principles    (a) Inventory valuation:
  (b) Long-term investments:
    (c) Property, plant and equipment and goodwill:
  (d) Depreciation and amortization:
  (e) Exploration costs:
  (f) Pension and other post-retirement benefits:
   24




---



##### 



(g) Foreign currency translation adjustment:
  (h) Offsetting of certain amounts:
  (i) Stock-based compensation:
    (j) Stripping costs
  (k) Income taxes related to the above adjustments:
  (l) Income tax consequences of stock-based employee
    compensation:
  (m) Income taxes related to uncertain income tax
    positions:
 25




---



##### 



(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,
    assets and shareholders equity.
  Three Months


Nine MonthsEnded September 30


Ended September 302009


2008


2009


2008Net income as reported  Canadian GAAP

$
248.8


$
1,236.1


$
744.2


$
2,707.2Items increasing (decreasing) reported net incomeInventory valuation (a)


(1.4
)


-



(1.7
)


-Depreciation and amortization (d)


2.1



2.1



6.3



6.3Exploration costs (e)


(0.3
)


-



(0.3
)


(5.9
)Stock-based compensation (i)


(3.6
)


(0.7
)


0.5



2.8Stripping costs (j)


(3.0
)


0.4



(5.8
)


(3.1
)Share of earnings of equity investees (b)


(0.6
)


(0.6
)


(0.6
)


(0.4
)Pension and other post-retirement benefits (f)


0.3



0.1



0.9



0.3Income taxes relating to the above adjustments and US GAAP
    effective tax rate (k, m)


14.3



(0.2
)


15.7



(3.3
)Income taxes related to stock-based compensation (l)


(1.2
)


(3.9
)


(5.6
)


(33.0
)Income taxes related to uncertain income tax positions (m)


(4.5
)


(21.1
)


(8.4
)


(15.0
)Net income  US GAAP

$
250.9


$
1,212.2


$
745.2


$
2,655.9Basic weighted average shares outstanding 
    US GAAP


295,721,000



304,017,000



295,467,000



310,076,000Diluted weighted average shares outstanding 
    US GAAP


303,927,000



314,081,000



303,801,000



320,480,000Basic net income per share  US GAAP

$
0.85


$
3.99


$
2.52


$
8.57Diluted net income per share  US GAAP

$
0.83


$
3.86


$
2.45


$
8.29   September 30,


December 31,2009


2008Assets as reported  Canadian GAAP

$
12,003.6


$
10,248.8Items increasing (decreasing) reported assetsInventory (a)


(1.7
)


-Property, plant and equipment (c)


(86.5
)


(92.8
)Exploration costs (e)


(13.3
)


(13.0
)Stripping costs (j)


(42.5
)


(36.7
)Pension and other post-retirement benefits (f)


(82.7
)


(105.2
)Margin deposits associated with derivative instruments (h)


(89.9
)


(91.1
)Investment in equity investees (b)


(3.3
)


1.3Income tax asset related to uncertain income tax positions (m)


23.8



24.8Goodwill (c)


(46.7
)


(46.7
)Assets  US GAAP

$
11,660.8


$
9,889.4   26




---



##### 



September 30,


December 31,2009


2008Shareholders equity as reported  Canadian GAAP

$
5,854.0


$
4,588.9Items increasing (decreasing) reported shareholders equityAccumulated other comprehensive income, net of related income
    taxes, consisting of:Income taxes related to uncertain income tax positions (m)


(1.2
)


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


(232.6
)


(246.6
)Share of accumulated other comprehensive income of equity
    investees (b)


(1.8
)


-Foreign currency translation adjustment (g)


(20.9
)


(20.9
)Foreign currency translation adjustment (g)


20.9



20.9Provision for asset impairment (c)


(218.0
)


(218.0
)Inventory valuation (a)


(1.7
)


-Depreciation and amortization (d)


84.8



78.5Exploration costs (e)


(13.3
)


(13.0
)Stripping costs (j)


(42.5
)


(36.7
)Pension and other post-retirement benefits (f)


16.7



15.8Stock-based compensation (i)


0.4



-Share of earnings of equity investees (b)


0.7



1.3Income taxes relating to the above adjustments and US GAAP
    effective tax rate (k, m)


(36.5
)


(52.2
)Income taxes related to uncertain income tax positions (m)


78.1



86.5Shareholders equity  US GAAP

$
5,487.1


$
4,203.3   Supplemental
    US GAAP Disclosures
  Fair
    Value Measurement
    Fair Value Measurements Using:Carrying





Quoted Prices inAmount of





Active Markets for


Significant Other


SignificantAsset (Liability)





Identical Assets or


Observable


Unobservableat September 30,


Cash Collateral


Liabilities


Inputs


InputsDescription

2009


Netting


(Level 1)


(Level 2)


(Level 3)Derivative instrument assets

$
22.1


$
-


$
-


$
13.8


$
8.3Derivative instrument liabilities


(73.0
)


89.9
(1)


-



(39.0
)


(123.9
)Available-for-sale securities


2,324.7



-



2,324.7



-



-   (1)
    
    Amount represents the effect of
    legally enforceable master netting arrangements between the
    company and its counterparties and the payable or receivable for
    cash collateral held or placed with the same counterparty.  27




---



##### 



Three Months


Nine MonthsFair Value Measurements Using Significant Unobservable Inputs
    (Level 3)

Ended September 30


Ended September 30For Derivative Instruments

2009


2008


2009


2008Beginning balance

$
(116.7
)

$
381.9


$
(110.8
)

$
127.7Total gains (losses) (realized and unrealized) before income
    taxesIncluded in earnings


(14.2
)


0.3



(37.4
)


18.2Included in other comprehensive income


(4.2
)


(365.1
)


(17.5
)


(103.2
)Purchases, sales, issuances and settlements


19.5



(4.9
)


50.1



(30.5
)Ending balance, September 30

$
(115.6
)

$
12.2


$
(115.6
)

$
12.2Amount of total losses for the period included in earnings
    attributable to the change in unrealized losses relating to
    instruments still held at the reporting date

$
-


$
(6.5
)

$
(0.4
)

$
(9.9
)(Losses) gains (realized and unrealized) included in earnings
    for the period reported in Cost of goods sold

$
(14.2
)

$
0.3


$
(37.4
)

$
18.2   Three Months


Nine MonthsFair Value Measurements Using Significant Unobservable Inputs
    (Level 3)

Ended September 30


Ended September 30For Available-For-Sale Securities

2009


2008


2009


2008Beginning balance

$
-


$
46.9


$
17.2


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


-



(27.5
)


115.3



(71.3
)Included in other comprehensive income


-



15.3



-



50.0Purchases, sales, issuances and settlements


-



-



(132.5
)


-Ending balance, September 30

$
-


$
34.7


$
-


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

$
-


$
(27.5
)

$
-


$
(71.3
)Gains (losses) (realized and unrealized) included in earnings
    for the period reported in Other income

$
-


$
(27.5
)

$
115.3


$
(71.3
)   Recent
    Accounting Pronouncements
  Derivative
    Instruments and Hedging Activities
    Accounting for Derivative Instruments
   28




---



##### 



Cash Flow Hedges
      Derivative Instruments Not Designated as Hedging
    Instruments
   29




---



##### 



Fair Values of Derivative Instruments in the Consolidated
    Statements of Financial Position
  September 30,


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

    Sheet Location

2009


2008Derivatives designated as hedging instrumentsNatural gas contracts

Prepaid expenses and other current assets

$
-


$
0.1Natural gas contracts

Other assets


8.2



11.5Natural gas contracts

Current portion of derivative instrument liabilities


(58.5
)


(50.2
)Natural gas contracts

Derivative instrument liabilities


(104.2
)


(120.4
)Total derivatives designated as hedging instruments

$
(154.5
)

$
(159.0
)Derivatives not designated as hedging instrumentsNatural gas contracts

Prepaid expenses and other current assets

$
0.2


$
-Natural gas contracts

Current portion of derivative instrument liabilities


(0.2
)


-Foreign currency forward contracts

Prepaid expenses and other current assets


13.7



6.3Foreign currency forward contracts

Current portion of derivative instrument liabilities


-



(57.9
)Total derivatives not designated as hedging instruments

$
13.7


$
(51.6
)   (1)
    
    All fair value amounts are gross
    and exclude netted cash collateral balances  The Effect of Derivative Instruments on the Consolidated
    Statements of Operations for the Three Months Ended September
    30
 Location of Loss

Amount of LossAmount of Loss

Recognized in

Recognized inAmount of Loss

Location of Loss

Reclassified from

Income (Ineffective

Income (IneffectiveRecognized

Reclassified

Accumulated OCI

Portion and Amount

Portion and Amountin OCI

from Accumulated

into Income

Excluded from

Excluded fromDerivatives in Cash

(Effective Portion)

OCI into Income

(Effective Portion)

Effectiveness

Effectiveness Testing)Flow Hedging Relationships

2009

2008

(Effective Portion)

2009

2008

Testing)

2009

2008Natural gas contracts

$
(17.9
)

$
(358.3
)

Cost of goods sold

$
(23.4
)

$
(6.7
)

Cost of goods sold

$
-


$
(6.3
)   Derivatives Not Designated



Amount of Gain (Loss) Recognized in Incomeas Hedging Instruments

Location of Gain (Loss) Recognized in Income

2009

2008Foreign currency forward contracts

Foreign exchange gain

$
18.2


$
(7.6
)   The Effect of Derivative Instruments on the Consolidated
    Statements of Operations for the Nine Months Ended September
    30
 Amount of GainLocation of Loss

(Loss) RecognizedAmount of Loss

Recognized in

in IncomeAmount of Loss

Location of Loss

Reclassified from

Income (Ineffective

(Ineffective PortionRecognized

Reclassified

Accumulated OCI

Portion and Amount

and Amountin OCI

from Accumulated

into Income

Excluded from

Excluded fromDerivatives in Cash Flow

(Effective Portion)

OCI into Income

(Effective Portion)

Effectiveness

Effectiveness Testing)Hedging Relationships

2009

2008

(Effective Portion)

2009

2008

Testing)

2009

2008Natural gas contracts

$
(64.0
)

$
(74.8
)

Cost of goods sold

$
(64.0
)

$
(30.3
)

Cost of goods sold

$
0.2


$
(9.9
)   Derivatives Not Designated



Amount of Loss Recognized in Incomeas Hedging Instruments

Location of Loss Recognized in Income

2009

2008Foreign currency forward contracts

Foreign exchange gain

$
(4.3
)

$
(5.1
)  30




---



##### 



Methods and Assumptions
      Contingent Features
    Business
    Combinations
    Noncontrolling
    Interests in Consolidated Financial Statements
   31




---



##### 



Framework
    for Fair Value Measurement
    Pension
    Plan Asset Disclosure
    Fair
    Value Measurement in Inactive Markets and Distressed
    Transactions
    Other
    Than Temporary Impairment on Debt Securities
    Fair
    Value Disclosure
    Subsequent
    Events
   32




---



##### 



Variable
    Interest Entities
    FASB
    Accounting Standards Codification
  FASB Accounting
    Standards
    Codificationtm
 33




---



##### 



ITEM 2.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-K,
  POTASHCORP
    AND OUR BUSINESS ENVIRONMENT
        POTASHCORP
    STRATEGY
        KEY
    PERFORMANCE DRIVERS  PERFORMANCE COMPARED TO
    GOALS
   34




---



##### 



Representative


PerformanceGoal


2009 Annual
    Target


to
    September 30, 2009Achieve no harm to people.


Reduce total site severity injury rate by 25 percent by the
    end of 2011 from 2008 levels.


Total site severity injury rate was 22 percent below the
    2008 annual level for the first nine months of 2009. The total
    site severity injury rate was not tracked in the first nine
    months of 2008.Achieve no damage to the environment.


Reduce total reportable releases, permit excursions and spills
    by 15 percent from 2008 levels.


Reportable release rate on an annualized basis declined
    24 percent, annualized permit excursions were up
    33 percent and annualized spills were up 17 percent
    during the first nine months of 2009 compared to 2008 annual
    levels. Compared to the first nine months of 2008, reportable
    releases and permit excursions were flat while spills were up
    17 percent.Maximize long-term shareholder value.


Exceed total shareholder return for our sector and companies on
    the DAXglobal Agribusiness Index for 2009.


PotashCorps total shareholder return was 24 percent
    in the first nine months of 2009 compared to our sector weighted
    average return of 49 percent and the DAXglobal Agribusiness
    Index weighted average return of 41 percent.   FINANCIAL
    OVERVIEW
  Form 10-Q.
    Earnings
    Guidance  Third Quarter 2009
  Initial Company Guidance

Actual ResultsEarnings per share

$0.80 - $1.20

$0.82Effective tax rate

23% - 25%

24%  35




---



##### 



Overview
    of Actual Results
  Operations
  Three Months Ended September 30


Nine Months Ended September 30Dollars (millions)  except







Dollar


%








Dollar


%per-share amounts

2009


2008


Change


Change


2009


2008


Change


ChangeSales

$
1,099.1


$
3,064.3


$
(1,965.2
)


(64
)

$
2,877.6


$
7,575.9


$
(4,698.3
)


(62
)Freight


53.7



81.4



(27.7
)


(34
)


130.2



287.2



(157.0
)


(55
)Transportation and distribution


36.3



31.6



4.7



15



101.0



97.2



3.8



4Cost of goods sold


662.9



1,210.3



(547.4
)


(45
)


1,900.0



3,157.2



(1,257.2
)


(40
)Gross Margin

$
346.2


$
1,741.0


$
(1,394.8
)


(80
)

$
746.4


$
4,034.3


$
(3,287.9
)


(81
)Operating Income

$
358.4


$
1,714.7


$
(1,356.3
)


(79
)

$
862.6


$
3,759.7


$
(2,897.1
)


(77
)Net Income

$
248.8


$
1,236.1


$
(987.3
)


(80
)

$
744.2


$
2,707.2


$
(1,963.0
)


(73
)Net Income Per Share  Basic

$
0.84


$
4.07


$
(3.23
)


(79
)

$
2.52


$
8.73


$
(6.21
)


(71
)Net Income Per Share  Diluted

$
0.82


$
3.93


$
(3.11
)


(79
)

$
2.45


$
8.45


$
(6.00
)


(71
)Other Comprehensive Income (Loss)

$
123.9


$
(1,638.1
)

$
1,762.0



n/m


$
565.4


$
(479.1
)

$
1,044.5



n/m         36




---



##### 



Balance
    Sheet
   Change in Balances  December 31, 2008 to September
    30, 2009 (in $ millions)
  
       37




---



##### 



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


Tonnes (thousands)


Average per
    Tonne(1)2009


2008


% Change


2009


2008


% Change


2009


2008


% ChangeSales

$
423.4


$
1,145.2



(63
)Freight


16.8



36.0



(53
)Transportation and distribution


9.2



9.9



(7
)Net sales

$
397.4


$
1,099.3



(64
)Manufactured productNet salesNorth American

$
111.0


$
298.0



(63
)


266



530



(50
)

$
417.38


$
561.70



(26
)Offshore


283.7



796.7



(64
)


748



1,325



(44
)

$
379.24


$
601.34



(37
)394.7



1,094.7



(64
)


1,014



1,855



(45
)

$
389.24


$
590.01



(34
)Cost of goods sold


139.1



185.6



(25
)













$
137.17


$
99.93



37Gross margin


255.6



909.1



(72
)













$
252.07


$
490.08



(49
)Other miscellaneous and purchased productNet sales


2.7



4.6



(41
)Cost of goods sold


6.9



4.0



73Gross margin


(4.2
)


0.6



n/mGross Margin

$
251.4


$
909.7



(72
)













$
247.93


$
490.40



(49
)   38




---



##### 



Nine Months Ended September 30Dollars (millions)





Tonnes (thousands)


Average per
    Tonne(1)2009


2008


% Change


2009


2008


% Change


2009


2008


% ChangeSales

$
903.3


$
3,135.9



(71
)Freight


34.1



151.6



(78
)Transportation and distribution


24.4



35.2



(31
)Net sales

$
844.8


$
2,949.1



(71
)Manufactured productNet salesNorth American

$
311.5


$
1,027.1



(70
)


599



2,583



(77
)

$
519.95


$
397.54



31Offshore


522.9



1,909.5



(73
)


1,283



4,527



(72
)

$
407.57


$
421.84



(3
)834.4



2,936.6



(72
)


1,882



7,110



(74
)

$
443.34


$
413.01



7Cost of goods sold


306.3



629.7



(51
)













$
162.73


$
88.55



84Gross margin


528.1



2,306.9



(77
)













$
280.61


$
324.46



(14
)Other miscellaneous and purchased productNet sales


10.4



12.5



(17
)Cost of goods sold


14.3



8.7



64Gross margin


(3.9
)


3.8



n/mGross Margin

$
524.2


$
2,310.7



(77
)













$
278.53


$
324.99



(14
)   (1)
    
    Rounding differences may occur due
    to the use of whole dollars in per-tonne calculations.  n/m = not meaningful
  Potash
    gross margin variance attributable to:
  Three Months Ended September 30



Nine Months Ended September 30Dollars (millions)


2009 vs. 2008



2009 vs. 2008Change in











Change inPrices/Costs











Prices/CostsChange in







Cost of Goods







Change in







Cost of GoodsSales Volumes



Net Sales



Sold



Total



Sales Volumes



Net Sales



Sold



TotalManufactured productNorth American


$
(162.8
)


$
(8.9
)


$
(4.9
)


$
(176.6
)


$
(684.2
)


$
73.3



$
(1.3
)


$
(612.2
)Offshore



(402.6
)



(71.5
)



(2.6
)



(476.7
)



(1,181.6
)



(18.2
)



33.5




(1,166.3
)Change in market mix



(4.2
)



2.0




2.0




(0.2
)



(4.3
)



2.0




2.0




(0.3
)Total manufactured product


$
(569.6
)


$
(78.4
)


$
(5.5
)


$
(653.5
)


$
(1,870.1
)


$
57.1



$
34.2



$
(1,778.8
)Other miscellaneous and purchased product


















(4.8
)


















(7.7
)Total

















$
(658.3
)

















$
(1,786.5
)   
 39




---



##### 



1
  Net Sales Prices

Sales Volumes

Cost of Goods Soldâ Average
    realized offshore price dropped 37 percent as pricing in
    major markets supplied by Canpotex
    Limited2

    declined following the contract settlement with India at prices
    lower than last years pricesá Offshore
    realized prices increased from the trailing quarter due to
    transportation and distribution costs being allocated over fewer
    sales tonnes in the previous quarterâ US
    published list prices declined
    35-40 percent
    during the quarter

â Buyers
    continued to manage cash flow in a difficult economy. Dealers
    and farmers remained on the sidelines, buying just-in-time due
    to their perception of market conditions and risks, including
    higher producer inventories, lack of engagement by the  Chinese
    market and a late US harvestâ Offshore
    volumes fell as customers worldwide, except India, destocked
    inventoriesá India
    began to restock depleted inventories (caused, in part, by the
    absence of a contract with Canpotex in the first half of
    2009) resulting in a 28 percent increase in shipped
    tonnes.â China
    did not sign a contract with Canpotex (settled by second quarter
    in 2008) resulting in a 97 percent drop in volumes in
    that market. Shipments to Brazil were down 73 percent while
    Southeast Asia (except China) took 38 percent less tonnes
    from Canpotex. Brazil had more inventory to work through than
    Southeast Asiaâ Sales
    to our North American customers declined due to very late spring
    plantings consequentially compressing the fall harvest (and
    subsequent application season), poor weather conditions in
    certain parts of Canada and the US hampering harvest progress,
    and perceived potash price risk

â The
    price variance was negative due to increased maintenance costs
    this year (partially deferred in 2008), high royalties (did not
    decline at the same rate as potash prices) and increased labor
    costs (due to new union contracts) partially offset by lower
    brine inflow management costsâ Per
    tonne costs increased as fixed costs were allocated over fewer
    tonnes soldá The
    Canadian dollar weakened relative to the US dollar     1 Direction

    of arrows refer to impact on gross margin
 2 Canpotex

    Limited (Canpotex) is the offshore marketing company
    for Saskatchewan potash producers
 40




---



##### 



1
  Net Sales Prices

Sales Volumes

Cost of Goods Soldâ Price
    increases in Brazil, China and Southeast Asia carried over from
    2008 to the first two quarters of 2009 were more than offset by
    price declines in many markets subsequent to the contract
    settlement with India in the third quarter of 2009á North
    America realized prices up 31 percent as 2008 price
    increases largely carried over into the first two quarters of
    2009 and US list price reductions were only introduced in the
    third quarter of 2009â Weak
    demand in an environment of low volumes pressured pricingâ North
    American prices affected by the high proportion of industrial
    volumes relative to fertilizer

á India
    began restocking large volumes of inventory resulting in that
    country taking more tonnes than any other regionâ Agreement
    not reached with China by September 30, 2009â Worldwide
    volumes were weak. Customers continued to be cautious in the
    wake of the global economic downturn, resulting in an
    unprecedented decline in potash sales volumes. Potash buyers
    operated with caution, working through inventories and reducing
    fertilizer
    applications

á Offshore
    price variance was positive due to reduced brine inflow
    management costs (brine inflow rate was stable) at New Brunswick
    (production mainly sold in the offshore market)â Labor
    costs higher due to three Saskatchewan mines being on strike in
    2008 and increased staffing levels and wages that resulted from
    new union contracts signed at the end of 2008â All
    per tonne costs amplified by fewer production tonnes over which
    to allocate costsá Royalty
    costs lower due to lower production tonnesá The
    Canadian dollar weakened relative to the US dollar  41




---



##### 



Phosphate
  Three Months Ended September 30Dollars (millions)


Tonnes (thousands)


Average per
    Tonne(1)2009


2008


% Change


2009


2008


% Change


2009


2008


% ChangeSales

$
357.4


$
1,080.2



(67
)Freight


24.3



27.3



(11
)Transportation and distribution


13.9



8.8



58Net sales

$
319.2


$
1,044.1



(69
)Manufactured productNet salesFertilizer  liquids

$
68.1


$
335.2



(80
)


255



271



(6
)

$
267.58


$
1,238.35



(78
)Fertilizer  solids


89.6



382.4



(77
)


334



352



(5
)

$
267.71


$
1,084.98



(75
)Feed


60.5



160.7



(62
)


143



155



(8
)

$
424.69


$
1,040.00



(59
)Industrial


95.7



157.7



(39
)


150



191



(21
)

$
640.06


$
825.00



(22
)313.9



1,036.0



(70
)


882



969



(9
)

$
356.24


$
1,069.38



(67
)Cost of goods sold


273.9



531.8



(48
)













$
310.89


$
549.05



(43
)Gross margin


40.0



504.2



(92
)













$
45.35


$
520.33



(91
)Other miscellaneous and purchased productNet sales


5.3



8.1



(35
)Cost of goods sold


1.1



5.1



(78
)Gross margin


4.2



3.0



40Gross Margin

$
44.2


$
507.2



(91
)













$
50.11


$
523.43



(90
)   Nine Months Ended September 30Dollars (millions)


Tonnes (thousands)


Average per
    Tonne(1)2009


2008


% Change


2009


2008


% Change


2009


2008


% ChangeSales

$
1,012.0


$
2,375.4



(57
)Freight


58.3



89.2



(35
)Transportation and distribution


34.8



25.2



38Net sales

$
918.9


$
2,261.0



(59
)Manufactured productNet salesFertilizer  liquids

$
155.8


$
558.9



(72
)


528



720



(27
)

$
295.20


$
776.74



(62
)Fertilizer  solids


262.5



913.7



(71
)


877



989



(11
)

$
299.01


$
923.62



(68
)Feed


201.2



396.1



(49
)


396



552



(28
)

$
508.70


$
717.95



(29
)Industrial


286.5



354.1



(19
)


400



549



(27
)

$
717.47


$
644.71



11906.0



2,222.8



(59
)


2,201



2,810



(22
)

$
411.72


$
791.11



(48
)Cost of goods sold


841.1



1,228.2



(32
)













$
382.23


$
437.16



(13
)Gross margin


64.9



994.6



(93
)













$
29.49


$
353.95



(92
)Other miscellaneous and purchased productNet sales


12.9



38.2



(66
)Cost of goods sold


4.3



28.7



(85
)Gross margin


8.6



9.5



(9
)Gross Margin

$
73.5


$
1,004.1



(93
)













$
33.39


$
357.33



(91
)    (1)
    
    Rounding differences may occur due
    to the use of whole dollars in per-tonne calculations. 42




---



##### 



Phosphate
    gross margin variance attributable to:
  Three Months Ended September 30



Nine Months Ended September 30Dollars (millions)


2009 vs. 2008



2009 vs. 2008Change in











Change inPrices/Costs











Prices/CostsChange in







Cost of Goods







Change in







Cost of GoodsSales Volumes



Net Sales



Sold



Total



Sales Volumes



Net Sales



Sold



TotalManufactured productFertilizer  liquids


$
(45.7
)


$
(205.7
)


$
44.9



$
(206.5
)


$
(92.9
)


$
(254.2
)


$
71.2



$
(275.9
)Fertilizer  solids



(15.3
)



(264.5
)



88.1




(191.7
)



(71.9
)



(544.8
)



94.1




(522.6
)Feed



(4.5
)



(76.1
)



10.6




(70.0
)



(47.0
)



(85.4
)



(40.4
)



(172.8
)Industrial



(17.9
)



(24.7
)



42.5




(0.1
)



(49.9
)



29.1




61.9




41.1Change in market mix



5.7




(5.4
)



3.8




4.1




(19.9
)



20.4




-




0.5Total manufactured product


$
(77.7
)


$
(576.4
)


$
189.9



$
(464.2
)


$
(281.6
)


$
(834.9
)


$
186.8



$
(929.7
)Other miscellaneous and purchased product


















1.2



















(0.9
)Total

















$
(463.0
)

















$
(930.6
)   1
  Net Sales Prices

Sales Volumes

Cost of Goods Soldâ Decrease
    in liquid fertilizer, solid fertilizer and feed products prices
    reflect weaker market conditions and markedly lower prices for
    raw material inputs compared to record highs in 2008â Industrial
    product prices did not fall as significantly as certain
    industrial products are sold based on contracts that contain
    cost-plus or market index provisions that lag current market
    conditions

â Fertilizer
    sales volumes declined due to the delayed harvest, and certain
    offshore markets working through existing inventory levelsâ Industrial
    sales volumes down due to low cost offshore imports and tempered
    US demand associated with the poor economic conditionsâ Lower
    feed sales volumes associated with curbed demand in offshore
    markets

á Decrease
    mainly due to lower costs of sulfur (80 percent) and
    ammonia (29 percent)â The
    price variance for feed was less favorable than other product
    lines due to higher costs associated with White Springs, Florida  43




---



##### 



1
  Net Sales Prices

Sales Volumes

Cost of Goods Soldâ All
    major phosphate product prices, except industrial, decreased due
    to lower demand and input costs throughout 2009á Industrial
    prices increased as a result of certain contracts based on prior
    year input costs which were significantly higher in 2008

â Fertilizer
    sales volumes fell due to customer uncertainty about prices,
    planting decisions, weather delays, and a late fall harvest.
    North American solid and liquid fertilizer dealers managed
    purchases and worked through inventory levels, buying only as
    much as needed in an effort to minimize riskâ Demand
    for feed products declined due to weak economics for the beef,
    pork and poultry industry and increased use of substitutesâ Industrial
    fell due to a slowdown in demand for purified phosphoric acid
    used for food (e.g., soft drinks, vegetable oils, salad
    dressings, etc.) and other commercial purposes (e.g., fire
    retardants, metal finishing, aluminum brightening, etc.)

á Decrease
    due to lower sulfur costs (50 percent) and lower ammonia
    costs (14 percent)â Lower
    input costs were partially offset by fixed costs being allocated
    over fewer tonnes (due to reduced operating rates at both our
    White Springs, Florida and Aurora, North Carolina operations)á All
    product lines benefited from lower sulfur costs but feed had a
    negative price variance due to a higher allocation of fixed
    costs (as a result of liquid fertilizer production volumes
    falling significantly and feed being the highest volume product
    at our White Springs, Florida plant which was shuttered for a
    significant portion of 2009 through September 30) and partially
    offset by a reversal of previously written down finished
    product    44




---



##### 



Nitrogen
  Three Months Ended September 30Dollars (millions)


Tonnes (thousands)


Average per
    Tonne(1)2009


2008


% Change


2009


2008


% Change


2009


2008


% ChangeSales

$
318.3


$
838.9



(62
)Freight


12.6



18.1



(30
)Transportation and distribution


13.2



12.9



2Net sales

$
292.5


$
807.9



(64
)Manufactured productNet salesAmmonia

$
104.2


$
344.4



(70
)


457



494



(7
)

$
228.26


$
697.82



(67
)Urea


100.7



219.7



(54
)


367



280



31


$
274.14


$
783.79



(65
)Nitrogen solutions/Nitric acid/Ammonium nitrate


75.7



193.4



(61
)


553



613



(10
)

$
136.78


$
315.46



(57
)280.6



757.5



(63
)


1,377



1,387



(1
)

$
203.73


$
546.17



(63
)Cost of goods sold


234.3



445.0



(47
)













$
170.11


$
320.86



(47
)Gross margin


46.3



312.5



(85
)













$
33.62


$
225.31



(85
)Other miscellaneous and purchased productNet sales


11.9



50.4



(76
)Cost of goods sold


7.6



38.8



(80
)Gross margin


4.3



11.6



(63
)Gross Margin

$
50.6


$
324.1



(84
)













$
36.75


$
233.67



(84
)   Nine Months Ended September 30Dollars (millions)


Tonnes (thousands)


Average per
    Tonne(1)2009


2008


% Change


2009


2008


% Change


2009


2008


% ChangeSales

$
962.3


$
2,064.6



(53
)Freight


37.8



46.4



(19
)Transportation and distribution


41.8



36.8



14Net sales

$
882.7


$
1,981.4



(55
)Manufactured productNet salesAmmonia

$
319.0


$
823.0



(61
)


1,386



1,400



(1
)

$
230.17


$
588.04



(61
)Urea


315.2



528.5



(40
)


1,092



907



20


$
288.58


$
582.79



(50
)Nitrogen solutions/Nitric acid/Ammonium nitrate


217.9



469.7



(54
)


1,357



1,680



(19
)

$
160.60


$
279.52



(43
)852.1



1,821.2



(53
)


3,835



3,987



(4
)

$
222.19


$
456.81



(51
)Cost of goods sold


712.9



1,127.0



(37
)













$
185.89


$
282.69



(34
)Gross margin


139.2



694.2



(80
)













$
36.30


$
174.12



(79
)Other miscellaneous and purchased productNet sales


30.6



160.2



(81
)Cost of goods sold


21.1



134.9



(84
)Gross margin


9.5



25.3



(62
)Gross Margin

$
148.7


$
719.5



(79
)













$
38.77


$
180.46



(79
)    (1)
    
    Rounding differences may occur due
    to the use of whole dollars in per-tonne calculations. 45




---



##### 



Nitrogen
    gross margin variance attributable to:
  Three Months Ended September 30



Nine Months Ended September 30Dollars (millions)


2009 vs. 2008



2009 vs. 2008Change in











Change inPrices/Costs











Prices/CostsChange in







Cost of Goods







Change in







Cost of GoodsSales Volumes



Net Sales



Sold



Total



Sales Volumes



Net Sales



Sold



TotalManufactured productAmmonia


$
(9.6
)


$
(219.8
)


$
114.5



$
(114.9
)


$
(1.7
)


$
(495.9
)


$
263.4



$
(234.2
)Urea



40.7




(178.6
)



55.5




(82.4
)



65.5




(321.4
)



117.7




(138.2
)Solutions, NA, AN



(16.6
)



(95.6
)



65.8




(46.4
)



(47.6
)



(161.4
)



109.6




(99.4
)Hedge



-




-




(24.2
)



(24.2
)



-




-




(83.4
)



(83.4
)Change in market mix



(28.4
)



28.3




1.8




1.7




(78.9
)



78.9




0.2




0.2Total manufactured product


$
(13.9
)


$
(465.7
)


$
213.4



$
(266.2
)


$
(62.7
)


$
(899.8
)


$
407.5



$
(555.0
)Other miscellaneous and purchased product


















(7.3
)


















(15.8
)Total

















$
(273.5
)

















$
(570.8
)   (PERFORMANCE GRAPH)

(PERFORMANCE GRAPH)  46




---



##### 



1
  Net Sales Prices

Sales Volumes

Cost of Goods Soldâ Sharp
    drop consistent with declining natural gas prices, comparatively
    weak downstream industrial demand for resins, nylons, plastics
    and rubber, and soft ammonia demand for downstream solid
    phosphate fertilizer production

á Fertilizer
    sales tonnes increased 16 percent due to additional
    production capacity this year compared to last year when a
    turnaround and production issues at Trinidad limited
    productionâ Non-fertilizer
    sales tonnes decreased 10 percent, largely a result of
    demand contraction for customers associated with downstream
    housing, automotive, coal and metal mining markets, which have
    weakened considerably with the economic downturnâ Ammonia
    sales were slightly lower due to soft industrial demand and the
    redirection of Trinidad production to higher-margin ureaá Urea
    sales were higher due to additional production capacity that was
    not available in
    2008

á Decreased
    due to lower cost natural gasá Total
    average natural gas cost in production, including hedge, was
    60 percent lowerá Trinidad
    natural gas production cost is primarily indexed to Tampa
    ammonia prices and was 72 percent lowerá US
    spot natural gas production costs fell 65 percent, though
    the impact on cost of goods sold was partially offset by losses
    from US natural gas hedging activities this year, compared to
    gains in 2008á Price
    variance more favorable in ammonia than in other products as
    natural gas is a larger component of ammonia than downstream
    products    47




---



##### 



1
  Net Sales Prices

Sales Volumes

Cost of Goods Soldâ Decrease
    consistent with lower natural gas prices and weak industrial and
    agricultural demand associated with the economic downturn

á Fertilizer
    sales tonnes increased 14 percent due to additional
    production capacity this yearâ Non-fertilizer
    sales tonnes decreased 14 percent, largely a result of
    weakened demand caused by the global economic downturná Urea
    up due to higher shipments to offshore marketsâ Ammonia
    flat as increased exports to high gas cost regions (that had
    curtailed production) were offset by decreased demand from North
    America for direct application and solid phosphate
    fertilizersâ Nitrogen
    solutions sales volumes down 16 percent due to weak
    customer demand caused by late spring and compressed fall
    application seasons. We also curtailed production due to poor
    market conditionsâ Nitric
    acid and ammonium nitrate sales volumes decreased
    31 percent and 7 percent, respectively, due to reduced
    industrial demand in the US as certain of our customers
    facilities operated at substantially lower rates due to the
    effects of the weak economy on consumer goods and durables and
    commercial explosives
    businesses

á Lower
    mainly due to the 53 percent decrease in average natural
    gas costs in production, including hedgeá Our
    natural gas costs in Trinidad production decreased
    67 percent while our US natural gas spot costs in
    production decreased 59 percentâ Losses
    from our US natural gas hedging activities compared to gains in
    2008á Lower
    natural gas costs were offset somewhat by higher turnaround
    costs recognized in 2009 that were not incurred in 2008, and
    additional costs associated with a fire at one of our plants at
    Trinidad in Marchá Ammonia
    had a greater effect on the decrease in cost of goods sold than
    urea and other nitrogen products as a higher proportion of
    natural gas is used in its
    production     Expenses
    and Other Income
  Three Months Ended September 30


Nine Months Ended September 30Dollars (millions)

2009


2008


Dollar Change


% Change


2009


2008


Dollar Change


% ChangeSelling and administrative

$
35.9


$
31.7


$
4.2



13


$
132.7


$
158.6


$
(25.9
)


(16
)Provincial mining and other taxes


2.1



172.0



(169.9
)


(99
)


17.0



434.4



(417.4
)


(96
)Foreign exchange gain


9.0



37.4



(28.4
)


(76
)


1.3



63.2



(61.9
)


(98
)Other income


41.2



140.0



(98.8
)


(71
)


264.6



255.2



9.4



4Interest expense


31.1



15.3



15.8



103



80.8



42.2



38.6



91Income taxes


78.5



463.3



(384.8
)


(83
)


37.6



1,010.3



(972.7
)


(96
)  48




---



##### 



Three Months Ended September 30

Nine Months Ended September 30%







%Dollars (millions)  except percentage amounts

2009

2008

Change

Change

2009

2008

Change

ChangeLong-term debt obligations, including current portionWeighted average outstanding

$
3,266.6

$
1,358.3

$
1,908.3


140

$
2,884.6

$
1,358.4

$
1,526.2


112Weighted average interest rate


4.8%


6.5%


(1.7)%


(26)


4.7%


6.5%


(1.8)%


(28)Short-term debt obligationsWeighted average outstanding

$
694.1

$
672.4

$
21.7


3

$
591.2

$
389.1

$
202.1


52Weighted average interest rate


0.9%


2.8%


(1.9)%


(68)


1.3%


2.9%


(1.6)%


(55)      49




---



##### 



Current
    Market Conditions
          and/or
        LIQUIDITY
    AND CAPITAL RESOURCES
  Cash
    Requirements
   50




---



##### 



Contractual
    Obligations and Other Commitments
  September 30, 2009Dollars (millions)

Changes to Payments Due By PeriodTotal


Within 1 year


1 to 3 years


3 to 5 years


Over 5 yearsLong-term debt obligations

$
2,000.0


$
-


$
-


$
500.0


$
1,500.0Estimated interest payments on long-term debt obligations


824.7



101.9



203.8



203.8



315.2Purchase obligations


145.4



59.1



86.3



-



-Total

$
2,970.1


$
161.0


$
290.1


$
703.8


$
1,815.2       Capital
    Expenditures
      ForecastedRemaining Spending2009 Forecast CDN

Total Forecast CDN



Expected Completion

CDN DollarsPotash Mine

Dollars (millions)

Dollars (millions)

Started

(Description)

(millions)Cory, Saskatchewan

$
515


$
892



2007


2010 (red potash mill)

$
245$
220



2008


2012 (general expansion)New Brunswick

$
438


$
1,600



2008


2011 (mill)
    2012 (mine)
    2014 (ramp up)

$
1,045Rocanville, Saskatchewan

$
331


$
2,800



2007


2013 (shaft and mill)
    2014 (ramp up)

$
2,390Allan, Saskatchewan

$
60


$
550



2008


2012 (general expansion)

$
490  51




---



##### 



Sources
    and Uses of Cash
    Three Months Ended September 30


Nine Months Ended September 30$


%








$


%Dollars (millions)

2009


2008


Change


Change


2009


2008


Change


ChangeCash provided by operating activities

$
320.8


$
913.0


$
(592.2
)


(65
)

$
355.8


$
2,249.9


$
(1,894.1
)


(84
)Cash used in investing activities


(450.0
)


(394.9
)


(55.1
)


14



(1,077.9
)


(1,092.3
)


14.4



(1
)Cash provided by (used in) financing activities


149.1



(288.5
)


437.6



n/m



836.5



(1,377.6
)


2,214.1



n/m       September 30,

December 31,



%Dollars (millions)  except ratio amounts

2009

2008

Change

ChangeCurrent assets

$
2,331.0


$
2,267.2


$
63.8



3Current liabilities

$
(1,252.2
)

$
(2,615.8
)

$
1,363.6



(52
)Working capital

$
1,078.8


$
(348.6
)

$
1,427.4



n/mCurrent ratio


1.86



0.87



0.99



114          52




---



##### 



Principal
    Debt Instruments
  September 30, 2009Total

Amount OutstandingDollars (millions)

Amount

and Committed

Amount AvailableCredit facilities

$
2,780.0
(1)

$
659.2
(1)

$
2,120.8
(1)Line of credit


75.0



32.3
(2)


42.7    (1)
    
    The amount available under the
    $750.0 million commercial paper program is limited to the
    availability of backup funds under the credit facilities.
    Included in the amount outstanding and committed is
    $479.2 million of commercial paper (per the terms of the
    agreements, the commercial paper outstanding and committed, as
    applicable, is based on the US dollar balance or equivalent
    thereof in lawful money of other currencies at the time of
    issue; therefore, subsequent changes in the exchange rate
    applicable to Canadian dollar denominated commercial paper have
    no impact on this balance).(2)
    
    Letters of credit committed.            Outstanding
    Share Data
   53




---



##### 



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


September 30,


June 30,


March 31,


December 31,


September 30,


June 30,


March 31,


December 31,except per-share amounts


2009


2009


2009


2008


2008


2008


2008


2007Sales


$
1,099.1



$
856.0



$
922.5



$
1,870.6



$
3,064.3



$
2,621.0



$
1,890.6



$
1,431.4Gross margin



346.2




170.6




229.6




873.1




1,741.0




1,437.3




856.0




535.0Net income



248.8




187.1




308.3




788.0




1,236.1




905.1




566.0




376.8Net income per share  basic



0.84




0.63




1.04




2.63




4.07




2.91




1.79




1.19Net income per share  diluted



0.82




0.62




1.02




2.56




3.93




2.82




1.74




1.16       RELATED
    PARTY TRANSACTIONS
      CRITICAL
    ACCOUNTING ESTIMATES
  Form 10-Q.
 54




---



##### 



RECENT
    ACCOUNTING CHANGES
  Form 10-Q
  International
    Financial Reporting Standards
    case-by-case
       55




---



##### 



Key Activities


Milestones


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


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


 Accounting policy alternatives are being analyzed and recommendations made as each work stream progresses. Key accounting policy decisions are expected to be approved by senior management and reviewed by the audit committee of the Board of Directors in Q1 2010
 Revisions to accounting and procedures manuals are being drafted as each work stream progressesFinancial statement preparation:
 Prepare financial statements and note disclosures in compliance with IFRSs
 Quantify the effects of converting to IFRSs
 Prepare first-time adoption reconciliations required under IFRS 1


 Senior management approval and audit committee
    review of pro forma financial statements and disclosures by Q1
    2010


 Development of financial statement format is in progress
 Preparation of draft note disclosures is in progress
 The effects of the conversion are being quantified as each work stream progressesTraining and communication:
 Provide topic specific training to key employees involved with implementation
 Develop awareness of the likely impacts of the transition throughout the company
 Provide company specific training on revised policies and procedures to affected personnel
 Provide timely communication of the impacts of converting to IFRSs to our external stakeholders


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


 Key employees involved with implementation have completed topic specific training
 Regular awareness presentations are provided at various forums to prepare personnel for the changeover
 Detailed training requirements are being determined as each work stream progresses. Communication to external stakeholders has been ongoing through our MD&A disclosures. These disclosures will provide further detail on the impacts of the transition once key accounting policy and implementation decisions have been madeBusiness impacts:
 Identify impacts of conversion on contracts including financial covenants and compensation arrangements
 Identify impacts of conversion on taxation


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


 Identification of impacts on contracts is largely complete. Adoption of IFRSs is not expected to have any material impact on the companys contracts
 A specific company resource with experience in taxation and IFRSs has been dedicated to the taxation work stream. The work stream is still in progressIT systems:
 Identify changes required to IT systems and implement solutions
 Determine and implement solution for capturing financial information under Canadian GAAP, US GAAP and IFRSs during the year of transition to IFRSs (for comparative information)


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


 Required changes to IT systems and data collection mechanisms are being identified as each work stream progresses
 IFRSs record keeping has been implemented within the companys financial information system to enable the capturing of financial information under multiple sets of GAAPControl environment:
 For all changes to policies and procedures identified, assess effectiveness of internal controls over financial reporting (ICFR) and disclosure controls and procedures (DC&P) and implement any necessary changes
 Design and implement internal controls over the IFRSs changeover process


 Sign-off by internal controls group on effectiveness of internal controls by Q1 2010
 Internal controls over IFRSs changeover process in place by 2009


 Relevant internal controls are being assessed and signed off as each work stream progresses
 Specific controls have been established and documented in relation to the IFRSs changeover process  56




---



##### 



First-Time
    Adoption of IFRSs
    Area of IFRS


Summary of Exemption AvailableBusiness combinations


The company may elect, on transition to IFRSs, to either restate
    all past business combinations or to apply a more limited
    restatement approach. If the limited restatement approach is
    chosen, specific requirements must be met, such as: maintaining
    the classification of the acquirer and the acquiree, recognizing
    or derecognizing certain acquired assets or liabilities as
    required under IFRSs and remeasuring certain assets and
    liabilities at fair valueProperty, Plant and Equipment


The company may elect to report items of property, plant and
    equipment, in its opening balance sheet on the transition date,
    at a deemed cost instead of the actual cost that would be
    determined under IFRSs. The deemed cost of an item may be either
    its fair value at the date of transition to IFRSs or an amount
    determined by a previous revaluation under Canadian GAAP (as
    long as that amount was close to either its fair value, cost or
    adjusted cost). The exemption can be applied on an
    asset-by-asset basisShare-Based Payments


The company may elect not to apply IFRS 2, Share-Based
    Payments to equity instruments granted on or before
    November 7, 2002 or which vested before the companys date
    of transition to IFRSsEmployee Benefits


The company may elect to recognize all cumulative actuarial
    gains and losses at the date of transition to IFRSs. Actuarial
    gains and losses would have to be recalculated under IFRSs from
    the inception of each of our defined benefit plans if the
    exemption is not taken. The companys choice must be
    applied to all defined benefit plans consistently 57




---



##### 



Area of IFRS


Summary of Exemption AvailableForeign Exchange


On transition, cumulative translation gains or losses in
    accumulated other comprehensive income can be reclassified to
    retained earnings at the companys election. If not
    elected, all cumulative translation differences must be
    recalculated under IFRSs from inceptionDecommissioning Liabilities


In accounting for changes in obligations to dismantle, remove
    and restore items of property, plant and equipment, the guidance
    in IFRSs requires changes in such obligations to be added to or
    deducted from the cost of the asset to which it relates. The
    adjusted depreciable amount of the asset is then depreciated
    prospectively over its remaining useful life. Rather than
    recalculating the effect of all such changes throughout the life
    of the obligation, the company may elect to measure the
    liability and the related depreciation effects at the date of
    transition to IFRSs   Expected
    Areas of Significance
    RISK
    MANAGEMENT
    and/or
   58




---



##### 



Form 10-K.
        OUTLOOK
       59




---



##### 



10-12 percent, 26-27 percent.
    FORWARD-LOOKING
    STATEMENTS
  Form 10-Q, Form 10-Q,
 60




---



##### 



Form 10-K
  ITEM 3.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Form 10-Q.
  ITEM 4.
    CONTROLS
    AND PROCEDURES  Securities
    Exchange Act of 1934
   61




---



##### 



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





Filing Date/

Exhibit NumberNumber

Description of
    Document

Form

Period End Date

(if different)3(a)

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

10-Q

6/30/20023(b)

Bylaws of the registrant effective May 15, 2002.

10-Q

6/30/20024(a)

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

10-Q

9/30/20014(b)

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

10-Q

9/30/20034(c)

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

8-K

9/24/20044(d)

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

8-K

9/22/2005

4(a)4(e)

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

10-Q

9/30/20064(f)

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

8-K

10/22/2007

4(a)4(g)

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

8-K

6/18/1997

4(a)4(h)

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

10-K

12/31/2002

4(c)4(i)

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

8-K

5/17/2001

44(j)

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

8-K

2/28/2003

4 62




---



##### 



Incorporated ByReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of
    Document

Form

Period End Date

(if different)4(k)

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

8-K

11/30/2006

4(a)4(l)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 5.25% Notes due
    May 15, 2014.

8-K

5/1/2009

4(a)4(m)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 6.50% Notes due
    May 15, 2019.

8-K

5/1/2009

4(b)4(n)

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

8-K

9/25/2009

4(a)4(o)

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

8-K

9/25/2009

4(b)4(p)

Amended and Restated Revolving Term Credit Facility Agreement
    between the Bank of Nova Scotia and other financial institutions
    and the registrant dated as of January 21, 2009.

10-Q

6/30/2009

4(n)4(q)

First Amending Agreement to the Amended and Restated Term Credit
    Facility Agreement between the Bank of Nova Scotia and other
    financial institutions and the registrant dated March 5,
    2009.

8-K

3/6/2009

4(a)     Incorporated ByReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of
    Document

Form

Period End Date

(if different)10(a)

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

F-1
    (File No.
    33-31303)

9/28/1989

10(f)10(b)

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

F-1
    (File No.
    33-31303)

9/28/1989

10(g) 63




---



##### 



Incorporated ByReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of
    Document

Form

Period End Date

(if different)10(c)

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

F-1
    (File No.
    33-31303)

9/28/1989

10(h)10(d)

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

10-K

12/31/1995

10(f)10(e)

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

10-K

12/31/1995

10(g)10(f)

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

10-Q

6/30/2004

10(g)10(g)

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

F-1
    (File No.
    33-31303)

9/28/1989

10(e)10(h)

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

10-K

12/31/1990

10(p)10(i)

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

10-K

12/31/1998

10(l)10(j)

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

10-K

12/31/1998

10(m)10(k)

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

10-K

12/31/2006

10(l)10(l)

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

10-K

12/31/2006

10(m)10(m)

Short-Term Incentive Plan of the registrant effective January
    2000, as amended.10(n)

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

10-K

12/31/1995

10(o) 64




---



##### 



Incorporated ByReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of
    Document

Form

Period End Date

(if different)10(o)

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

10-Q

6/30/1996

10(x)10(p)

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

10-Q

9/30/2000

10(mm)10(q)

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

10-K

12/31/2008

10(r)10(r)

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

10-K

12/31/2002

10(cc)10(s)

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

10-K

12/31/200610(t)

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

10-K

12/31/2008

10(u)10(u)

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

10-K

12/31/2008

10(v)10(v)

Amendment, dated February 23, 2009, to the amended and
    restated agreement dated August 2, 2006, between the
    registrant and Wayne R. Brownlee concerning the Supplemental
    Retirement Income Plan.

10-K

12/31/2008

10(w)10(w)

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

10-K

12/31/2008

10(x)10(x)

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

10-Q

6/30/2002

10(aa)10(y)

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

10-K

12/31/2008

10(z)10(z)

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

10-K

12/31/2008

10(aa)10(aa)

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

10-K

12/31/1995

10(p)10(bb)

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

10-K

12/31/1995

10(q) 65




---



##### 



Incorporated ByReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of
    Document

Form

Period End Date

(if different)10(cc)

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

10-K

12/31/2000

10(ii)10(dd)

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

10-Q

6/30/2004

10(ii)10(ee)

Chief Executive Officer Medical and Dental Benefits.

10-K

12/31/2004

10(jj)10(ff)

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

10-Q

3/31/2008

10(bb)10(gg)

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

10-K

12/31/2008

10(jj)10(hh)

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

10-K

12/31/2006

10(cc)10(ii)

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

10-K

12/31/2006

10(dd)10(jj)

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

10-Q

3/31/2007

10(ee)10(kk)

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

10-Q

3/31/2008

10(ff)10(ll)

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

10-Q

3/31/2009

10(mm)10(mm)

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

10-K

12/31/2008

10(qq)11

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

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

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

Certification pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002.  66




---



##### 



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)
 67




---



##### 



EXHIBIT INDEX
  Incorporated ByReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of
    Document

Form

Period End Date

(if different)3(a)

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

10-Q

6/30/20023(b)

Bylaws of the registrant effective May 15, 2002.

10-Q

6/30/20024(a)

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

10-Q

9/30/20014(b)

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

10-Q

9/30/20034(c)

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

8-K

9/24/20044(d)

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

8-K

9/22/2005

4(a)4(e)

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

10-Q

9/30/20064(f)

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

8-K

10/22/2007

4(a)4(g)

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

8-K

6/18/1997

4(a)4(h)

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

10-K

12/31/2002

4(c)4(i)

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

8-K

5/17/2001

44(j)

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

8-K

2/28/2003

4




---



##### 



Incorporated ByReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of
    Document

Form

Period End Date

(if different)4(k)

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

8-K

11/30/2006

4(a)4(l)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 5.25% Notes due
    May 15, 2014.

8-K

5/1/2009

4(a)4(m)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 6.50% Notes due
    May 15, 2019.

8-K

5/1/2009

4(b)4(n)

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

8-K

9/25/2009

4(a)4(o)

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

8-K

9/25/2009

4(b)4(p)

Amended and Restated Revolving Term Credit Facility Agreement
    between the Bank of Nova Scotia and other financial institutions
    and the registrant dated as of January 21, 2009.

10-Q

6/30/2009

4(n)4(q)

First Amending Agreement to the Amended and Restated Term Credit
    Facility Agreement between the Bank of Nova Scotia and other
    financial institutions and the registrant dated March 5,
    2009.

8-K

3/6/2009

4(a)     Incorporated ByReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of
    Document

Form

Period End Date

(if different)10(a)

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

F-1
    (File No.
    33-31303)

9/28/1989

10(f)10(b)

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

F-1
    (File No.
    33-31303)

9/28/1989

10(g)




---



##### 



EXHIBIT
INDEX
 Incorporated ByReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of
    Document

Form

Period End Date

(if different)10(c)

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

F-1
    (File No.
    33-31303)

9/28/1989

10(h)10(d)

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

10-K

12/31/1995

10(f)10(e)

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

10-K

12/31/1995

10(g)10(f)

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

10-Q

6/30/2004

10(g)10(g)

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

F-1
    (File No.
    33-31303)

9/28/1989

10(e)10(h)

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

10-K

12/31/1990

10(p)10(i)

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

10-K

12/31/1998

10(l)10(j)

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

10-K

12/31/1998

10(m)10(k)

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

10-K

12/31/2006

10(l)10(l)

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

10-K

12/31/2006

10(m)10(m)

Short-Term Incentive Plan of the registrant effective January
    2000, as amended.10(n)

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

10-K

12/31/1995

10(o)




---



##### 



Incorporated ByReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of
    Document

Form

Period End Date

(if different)10(o)

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

10-Q

6/30/1996

10(x)10(p)

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

10-Q

9/30/2000

10(mm)10(q)

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

10-K

12/31/2008

10(r)10(r)

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

10-K

12/31/2002

10(cc)10(s)

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

10-K

12/31/200610(t)

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

10-K

12/31/2008

10(u)10(u)

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

10-K

12/31/2008

10(v)10(v)

Amendment, dated February 23, 2009, to the amended and
    restated agreement dated August 2, 2006, between the
    registrant and Wayne R. Brownlee concerning the Supplemental
    Retirement Income Plan.

10-K

12/31/2008

10(w)10(w)

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

10-K

12/31/2008

10(x)10(x)

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

10-Q

6/30/2002

10(aa)10(y)

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

10-K

12/31/2008

10(z)10(z)

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

10-K

12/31/2008

10(aa)10(aa)

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

10-K

12/31/1995

10(p)10(bb)

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

10-K

12/31/1995

10(q)




---



##### 



Incorporated ByReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of
    Document

Form

Period End Date

(if different)10(cc)

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

10-K

12/31/2000

10(ii)10(dd)

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

10-Q

6/30/2004

10(ii)10(ee)

Chief Executive Officer Medical and Dental Benefits.

10-K

12/31/2004

10(jj)10(ff)

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

10-Q

3/31/2008

10(bb)10(gg)

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

10-K

12/31/2008

10(jj)10(hh)

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

10-K

12/31/2006

10(cc)10(ii)

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

10-K

12/31/2006

10(dd)10(jj)

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

10-Q

3/31/2007

10(ee)10(kk)

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

10-Q

3/31/2008

10(ff)10(ll)

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

10-Q

3/31/2009

10(mm)10(mm)

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

10-K

12/31/2008

10(qq)11

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

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

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

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