##### Table of Contents





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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Quarterly Period Ended September 30,
    2010ORo

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

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

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

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

Accelerated filer o

Non-accelerated filero

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




---





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 IncomeCondensed Consolidated Statements of Accumulated Other Comprehensive IncomeNotes 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 PROCEDURESPART II. OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGSITEM 5. OTHER INFORMATIONITEM 6. EXHIBITSSIGNATURESEXHIBIT INDEXEX-11EX-31.AEX-31.BEX-32    Table of Contents  
  PART I.  FINANCIAL
    INFORMATION
 
  ITEM 1.
    FINANCIAL
    STATEMENTS  Potash
    Corporation of Saskatchewan Inc.

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


December 31,2010


2009(1)AssetsCurrent assetsCash and cash equivalents

$
359.8


$
385.4Receivables (Note 2)


975.1



1,137.9Inventories (Note 3)


507.8



623.5Prepaid expenses and other current assets


132.3



124.91,975.0



2,271.7Property, plant and equipment


7,579.7



6,413.3Investments


4,459.5



3,760.3Other assets


402.3



359.9Intangible assets


18.5



20.0Goodwill


97.0



97.0$
14,532.0


$
12,922.2LiabilitiesCurrent liabilitiesShort-term debt and current portion of long-term debt

$
993.4


$
728.8Payables and accrued charges


1,114.7



796.8Current portion of derivative instrument liabilities


92.1



51.82,200.2



1,577.4Long-term debt (Note 4)


2,721.6



3,319.3Derivative instrument liabilities


223.6



123.2Future income tax liability


967.7



962.4Accrued pension and other post-retirement benefits


295.0



280.8Accrued environmental costs and asset retirement obligations


267.8



215.1Other non-current liabilities and deferred credits


5.6



4.26,681.5



6,482.4Contingencies and Guarantees(Notes 15 and 16,
    respectively)Shareholders Equity(Note 7)Share capital


1,481.6



1,430.3Unlimited authorization of common shares without par value;
    issued and outstanding 297,559,913 and 295,975,550 at
    September 30, 2010 and December 31, 2009, respectivelyUnlimited authorization of first preferred shares; none
    outstandingContributed surplus


160.1



149.5Accumulated other comprehensive income


1,762.9



1,648.8Retained earnings


4,445.9



3,211.27,850.5



6,439.8$
14,532.0


$
12,922.2   (1)
    
    Corrected as described in
    Note 18.   2




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##### Table of Contents



Potash
    Corporation of Saskatchewan Inc.

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


Nine Months EndedSeptember 30


September 302010


2009(1)


2010


2009(1)Sales(Note 6)

$
1,575.0


$
1,099.1


$
4,726.4


$
2,877.6Less: Freight


81.1



53.7



250.4



130.2Transportation
    and distribution


37.9



36.3



122.8



101.0Cost of
    goods sold


892.7



664.4



2,491.2



1,904.5Gross Margin


563.3



344.7



1,862.0



741.9Selling and administrative


75.2



35.9



169.7



132.7Provincial mining and other taxes


16.2



2.1



55.9



17.0Foreign exchange (gain) loss


(1.7
)


(9.0
)


7.2



(1.3
)Other income (Note 9)


(65.6
)


(41.2
)


(241.1
)


(264.6
)24.1



(12.2
)


(8.3
)


(116.2
)Operating Income


539.2



356.9



1,870.3



858.1Interest Expense(Note 10)


16.5



31.1



69.7



80.8Income Before Income Taxes


522.7



325.8



1,800.6



777.3Income Taxes(Note 11)


120.0



77.9



476.7



35.8Net Income

$
402.7


$
247.9



1,323.9



741.5Retained Earnings, Beginning of Period










3,211.2



2,348.5Dividends










(89.2
)


(88.7
)Retained Earnings, End of Period









$
4,445.9


$
3,001.3Net Income Per Share(Note 12)Basic

$
1.36


$
0.84


$
4.47


$
2.51Diluted

$
1.32


$
0.82


$
4.34


$
2.44Dividends Per Share

$
0.10


$
0.10


$
0.30


$
0.30   (1)
    
    Corrected as described in
    Note 18.   3




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##### Table of Contents



Potash
    Corporation of Saskatchewan Inc.

    Condensed Consolidated Statements of Cash Flow(in millions of US dollars)
    (unaudited)
  Three Months Ended


Nine Months EndedSeptember 30


September 302010


2009(1)


2010


2009(1)Operating ActivitiesNet income

$
402.7


$
247.9


$
1,323.9


$
741.5Adjustments to reconcile net income to cash provided by
    operating activitiesDepreciation and amortization


96.4



83.4



297.4



227.5Stock-based compensation


3.0



3.6



21.6



26.2Loss (gain) on disposal of property, plant and equipmentand long-term investments


0.2



7.0



3.5



(106.9
)Foreign exchange on future income tax and miscellaneous items


(0.4
)


1.1



1.7



(1.0
)(Recovery of) provision for future income tax


(10.8
)


140.3



50.0



64.0Undistributed earnings of equity investees


(51.0
)


(32.5
)


(78.5
)


(1.3
)Derivative instruments


(9.3
)


(28.2
)


4.2



(70.0
)Other long-term liabilities


(31.2
)


(62.8
)


6.0



(32.6
)Subtotal of adjustments


(3.1
)


111.9



305.9



105.9Changes in non-cash operating working capitalReceivables


(174.8
)


(139.0
)


174.6



52.9Inventories


146.8



9.4



117.1



70.5Prepaid expenses and other current assets


(12.8
)


44.4



(44.7
)


(9.2
)Payables and accrued charges


145.0



46.2



322.3



(605.8
)Subtotal of changes in non-cash operating working capital


104.2



(39.0
)


569.3



(491.6
)Cash provided by operating activities


503.8



320.8



2,199.1



355.8Investing ActivitiesAdditions to property, plant and equipment


(504.6
)


(424.5
)


(1,394.1
)


(1,190.2
)Purchase of long-term investments


-



-



(422.3
)


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


0.2



0.1



0.5



148.4Other assets and intangible assets


(2.2
)


(25.6
)


(27.7
)


(36.1
)Cash used in investing activities


(506.6
)


(450.0
)


(1,843.6
)


(1,077.9
)Cash before financing activities


(2.8
)


(129.2
)


355.5



(722.1
)Financing ActivitiesProceeds from long-term debt obligations


-



1,478.7



400.0



4,033.7Repayment of and finance costs on long-term debt obligations


-



(1,062.2
)


(400.4
)


(3,291.4
)Proceeds from (repayment of) short-term debt obligations


0.4



(246.2
)


(332.0
)


165.3Dividends


(29.8
)


(29.2
)


(89.0
)


(87.9
)Issuance of common shares


25.3



8.0



40.3



16.8Cash (used in) provided by financing activities


(4.1
)


149.1



(381.1
)


836.5(Decrease) Increase in Cash and Cash Equivalents


(6.9
)


19.9



(25.6
)


114.4Cash and Cash Equivalents, Beginning of Period


366.7



371.3



385.4



276.8Cash and Cash Equivalents, End of Period

$
359.8


$
391.2


$
359.8


$
391.2Cash and cash equivalents comprised of:Cash

$
91.1


$
98.5


$
91.1


$
98.5Short-term investments


268.7



292.7



268.7



292.7$
359.8


$
391.2


$
359.8


$
391.2Supplemental cash flow disclosureInterest paid

$
1.2


$
10.1


$
54.9


$
56.1Income taxes paid (recovered)

$
64.3


$
3.0


$
(76.0
)

$
739.2   (1)
    
    Corrected as described in
    Note 18.   4




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##### Table of Contents



Potash
    Corporation of Saskatchewan Inc.

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


Nine Months EndedSeptember 30


September 30(Net of related income taxes)

2010


2009(1)


2010


2009(1)Net Income

$
402.7


$
247.9


$
1,323.9


$
741.5Other comprehensive incomeNet increase in unrealized gains on
    available-for-sale
    securities(2)


924.1



115.8



202.1



553.4Net losses on derivatives designated as cash flow
    hedges(3)


(60.9
)


(11.1
)


(124.8
)


(39.9
)Reclassification to income of net losses on cash flow
    hedges(4)


12.5



14.5



36.1



39.9Unrealized foreign exchange gains on translation of
    self-sustaining foreign operations


1.5



4.7



0.1



12.0Share of other comprehensive income of equity investees


3.0



-



0.6



-Other Comprehensive Income


880.2



123.9



114.1



565.4Comprehensive Income

$
1,282.9


$
371.8


$
1,438.0


$
1,306.9   (1)
    
    Corrected as described in
    Note 18.(2)
    
    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
    (2009  $NIL) for the three months ended
    September 30, 2010 and $NIL (2009  $26.5) for
    the nine months ended September 30, 2010.(3)
    
    Cash flow hedges are comprised of
    natural gas derivative instruments, and are net of income taxes
    of $(36.8) (2009  $(6.8)) for the three months ended
    September 30, 2010 and $(75.5) (2009  $(24.3))
    for the nine months ended September 30, 2010.(4)
    
    Net of income taxes of $7.5
    (2009  $8.9) for the three months ended
    September 30, 2010 and $21.8 (2009  $24.3) for
    the nine months ended September 30, 2010. 
  Condensed
    Consolidated Statements of Accumulated Other Comprehensive
    Income 
    (in millions of US dollars)
    (unaudited)
  September 30,


December 31,(Net of related income taxes)

2010


2009(1)Unrealized gains on
    available-for-sale
    securities(2)

$
1,952.5


$
1,750.4Net unrealized losses on derivatives designated as cash flow
    hedges(3)


(200.1
)


(111.4
)Unrealized foreign exchange gains on self-sustaining foreign
    operations(4)


9.9



9.8Share of other comprehensive income of equity
    investees(5)


0.6



-Accumulated other comprehensive income


1,762.9



1,648.8Retained earnings


4,445.9



3,211.2Accumulated Other Comprehensive Income and Retained
    Earnings

$
6,208.8


$
4,860.0   (1)
    
    Corrected as described in
    Note 18.(2)
    
    $2,102.9 before income taxes
    (2009  $1,900.8).(3)
    
    $(320.0) before income taxes
    (2009  $(177.6)).(4)
    
    $9.9 before income taxes
    (2009  $9.8).(5)
    
    $0.6 before income taxes
    (2009  $NIL).   5




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##### Table of Contents



Potash
    Corporation of Saskatchewan Inc.

    Notes to the Condensed Consolidated Financial Statements
    For the Three and Nine Months Ended September 30, 2010
    (in millions of US dollars except share, per-share, percentage
    and ratio amounts)
    (unaudited)
  1.
    Significant
    Accounting Policies  Basis
    of Presentation
      Recent
    Accounting Pronouncements
  IFRSs
    2.
    Receivables  September 30,


December 31,2010


2009Trade accounts  Canpotex Limited
    (Canpotex)

$
183.1


$
164.3 Other


502.0



264.4Less allowance for doubtful accounts


(8.4
)


(8.4
)676.7



420.3Margin deposits on derivative instruments


224.1



108.9Income taxes receivable


27.2



287.4Provincial mining and other taxes receivable


-



234.6Other non-trade accounts


47.1



86.7$
975.1


$
1,137.9  6




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##### Table of Contents



3.
    Inventories  September 30,


December 31,2010


2009Finished products

$
184.6


$
303.1Intermediate products


141.9



158.9Raw materials


58.4



50.6Materials and supplies


122.9



110.9$
507.8


$
623.5   Three Months Ended


Nine Months EndedSeptember 30


September 30Items affecting cost of goods
    sold

2010


2009


2010


2009Expensed inventories

$
826.9


$
579.5


$
2,313.3


$
1,581.3Writedowns of finished products


-



5.0



4.5



45.2Writedowns of intermediate products


-



4.7



0.3



4.7Writedowns of raw materials


-



1.4



-



1.4Reserves for obsolete materials and supplies


0.5



0.5



1.5



1.8Reversals of writedowns


(0.4
)


(1.7
)


(2.1
)


(7.3
)$
827.0


$
589.4


$
2,317.5


$
1,627.1     4.
    Long-Term
    Debt      5.
    Capital
    Management      September 30,


December 31,2010


2009Short-term debt and current portion of long-term debt

$
993.4


$
728.8Long-term debt


2,721.6



3,319.3Total debt


3,715.0



4,048.1Less: cash and cash equivalents


359.8



385.4Net debt


3,355.2



3,662.7Shareholders equity


7,850.5



6,439.8Less: accumulated other comprehensive income


1,762.9



1,648.8Adjusted shareholders equity


6,087.6



4,791.0Adjusted
    capital(1)

$
9,442.8


$
8,453.7   (1)
    
    Adjusted capital = (total debt
     cash and cash equivalents) + (shareholders equity
     accumulated other comprehensive income). 7




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##### Table of Contents



12-month
  As At or For the12 Months EndedSeptember 30,


December 31,2010


2009Components of ratiosAdjusted EBITDA (12 months ended)

$
2,575.0


$
1,377.6Net debt

$
3,355.2


$
3,662.7Adjusted interest expense (12 months ended)

$
219.2


$
189.1Adjusted capital

$
9,442.8


$
8,453.7RatiosAdjusted EBITDA to adjusted interest
    expense(1)


11.7



7.3Net debt to adjusted
    EBITDA(2)


1.3



2.7Net debt to adjusted
    capital(3)


35.5%



43.3%   (1)
    
    Adjusted EBITDA to adjusted
    interest expense = adjusted EBITDA (12 months ended) /
    adjusted interest expense (12 months ended).(2)
    
    Net debt to adjusted EBITDA =
    (total debt  cash and cash equivalents) / adjusted EBITDA
    (12 months ended).(3)
    
    Net debt to adjusted capital =
    (total debt  cash and cash equivalents) / (total debt
     cash and cash equivalents + shareholders equity
     accumulated other comprehensive income).        Twelve














TwelveMonths Ended


Three Months Ended


Months EndedSeptember 30,


September 30,


June 30,


March 31,


December 31,


December 31,2010


2010


2010


2010


2009


2009Net income

$
1,563.1


$
402.7


$
472.0


$
449.2


$
239.2


$
980.7Income taxes


520.1



120.0



174.3



182.4



43.4



79.2Interest expense


109.8



16.5



22.7



30.5



40.1



120.9Depreciation and amortization


382.0



96.4



99.9



101.1



84.6



312.1Gain on disposal of auction rate securities


-



-



-



-



-



(115.3
)Adjusted EBITDA

$
2,575.0


$
635.6


$
768.9


$
763.2


$
407.3


$
1,377.6   8




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##### Table of Contents



Twelve














TwelveMonths Ended


Three Months Ended


Months EndedSeptember 30,


September 30,


June 30,


March 31,


December 31,


December 31,2010


2010


2010


2010


2009


2009Interest expense

$
109.8


$
16.5


$
22.7


$
30.5


$
40.1


$
120.9Interest capitalized to property, plant and equipment


109.4



37.0



30.3



20.7



21.4



68.2Adjusted interest expense

$
219.2


$
53.5


$
53.0


$
51.2


$
61.5


$
189.1   6.
    Segment
    Information    Three Months Ended September 30, 2010Potash


Phosphate


Nitrogen


All Others


ConsolidatedSales

$
637.2


$
536.0


$
401.8


$
-


$
1,575.0Freight


40.1



30.6



10.4



-



81.1Transportation and distribution


15.0



13.5



9.4



-



37.9Net sales  third party


582.1



491.9



382.0



-Cost of goods sold


218.6



392.4



281.7



-



892.7Gross margin


363.5



99.5



100.3



-



563.3Depreciation and amortization


26.8



46.1



21.1



2.4



96.4Inter-segment sales


-



-



27.6



-



-   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



276.5



241.9



-



664.4Gross margin


251.4



42.7



50.6



-



344.7Depreciation and amortization


13.2



43.1



25.1



2.0



83.4Inter-segment sales


-



-



23.3



-



-   Nine Months Ended September 30, 2010Potash


Phosphate


Nitrogen


All Others


ConsolidatedSales

$
2,170.4


$
1,300.8


$
1,255.2


$
-


$
4,726.4Freight


142.9



75.2



32.3



-



250.4Transportation and distribution


59.5



31.3



32.0



-



122.8Net sales  third party


1,968.0



1,194.3



1,190.9



-Cost of goods sold


691.5



966.7



833.0



-



2,491.2Gross margin


1,276.5



227.6



357.9



-



1,862.0Depreciation and amortization


84.4



136.5



70.1



6.4



297.4Inter-segment sales


-



-



81.1



-



-   9




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##### Table of Contents



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



849.9



734.0



-



1,904.5Gross margin


524.2



69.0



148.7



-



741.9Depreciation and amortization


26.6



120.0



74.3



6.6



227.5Inter-segment sales


-



-



44.1



-



-   Assets

Potash


Phosphate


Nitrogen


All Others


ConsolidatedAssets at September 30, 2010

$
5,346.9


$
2,479.0


$
1,834.6


$
4,871.5


$
14,532.0Assets at December 31, 2009


4,708.3



2,356.8



1,688.6



4,168.5



12,922.2Change in assets


638.6



122.2



146.0



703.0



1,609.8Additions to property, plant and equipment


1,167.8



138.2



65.7



22.4



1,394.1     7.
    Shareholders
    Equity  Shareholder
    Rights Plan
      Stock-Based
    Compensation
   10




---



##### Table of Contents



Expected dividend

$
0.40Expected volatility


50%Risk-free interest rate


2.61%Expected life of options


5.9 years   8.
    Pension
    and Other Post-Retirement Expenses  Three Months


Nine MonthsEnded September 30


Ended September 30Defined Benefit Pension
    Plans

2010


2009


2010


2009Service cost

$
5.0


$
4.3


$
15.0


$
12.9Interest cost


11.7



11.1



35.1



33.3Expected return on plan assets


(11.6
)


(9.6
)


(34.8
)


(28.8
)Net amortization and change in valuation allowance


6.3



7.2



18.7



21.6Net expense

$
11.4


$
13.0


$
34.0


$
39.0   Three Months


Nine MonthsEnded September 30


Ended September 30Other Post-Retirement
    Plans

2010


2009


2010


2009Service cost

$
1.7


$
1.5


$
5.2


$
4.6Interest cost


4.1



4.1



12.1



12.4Net amortization


(0.6
)


0.2



(1.6
)


0.5Net expense

$
5.2


$
5.8


$
15.7


$
17.5     9.
    Other
    Income  Three Months


Nine MonthsEnded September 30


Ended September 302010


2009


2010


2009Share of earnings of equity investees

$
51.0


$
32.5


$
121.6


$
100.2Dividend income


24.6



11.4



139.0



51.8Gain on disposal of auction rate securities


-



-



-



115.3Other


(10.0
)


(2.7
)


(19.5
)


(2.7
)$
65.6


$
41.2


$
241.1


$
264.6    11




---



##### Table of Contents



and/or
  10.
    Interest
    Expense  Three Months


Nine MonthsEnded September 30


Ended September 302010


2009


2010


2009Interest expense onShort-term debt

$
1.9


$
3.6


$
5.8


$
17.3Long-term debt


52.8



46.0



158.4



119.8Interest capitalized to property, plant and equipment


(37.0
)


(16.8
)


(88.0
)


(46.8
)Interest income


(1.2
)


(1.7
)


(6.5
)


(9.5
)$
16.5


$
31.1


$
69.7


$
80.8   11.
    Income
    Taxes      
    To adjust the 2009 income tax provision to the income tax
    returns filed, an income tax expense of $18.2, $8.5 and $7.3 was
    recorded in the first, second, and third quarters, respectively.
    A future income tax expense of $6.3 as a result of US
    legislative changes to Medicare Part D adopted during the
    first quarter.
    A current income tax expense of $8.2 for international tax
    issues pertaining to transfer pricing during the second quarter.
    A future income tax recovery of $4.1 related to a second-quarter
    functional currency tax election by a subsidiary company for
    Canadian income tax purposes.    
    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, which had a positive impact on cash.
    A future income tax expense of $24.4 related to a second-quarter
    functional currency tax election by the parent company for
    Canadian income tax purposes.
    The benefit of a lower proportion of consolidated income earned
    in the higher-tax jurisdictions.  12.
    Net
    Income Per Share     12




---



##### Table of Contents



period-to-date
  13.
    Financial
    Instruments and Related Risk Management  Financial
    Risks
    Credit
    Risk
    September 30,


December 31,2010


2009Cash and cash equivalents

$
359.8


$
385.4Receivables


947.9



615.9Derivative instrument assets


2.8



9.0     September 30,


December 31,2010


20091  30 days

$
20.4


$
20.131  60 days


-



0.7Greater than 60 days


1.0



0.7$
21.4


$
21.5     As At and For the


As At and For theNine Months Ended


Year EndedSeptember 30,


December 31,2010


2009Balance, beginning of period

$
8.4


$
7.7Provision for receivables impairment


0.1



1.3Receivables written off during the period as uncollectible


(0.1
)


(0.6
)Balance, end of period

$
8.4


$
8.4    13




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##### Table of Contents



Liquidity
    Risk
    September 30, 2010Total


Amount Outstanding


AmountAmount


and Committed


AvailableCredit
    facilities(1)

$
3,250.0


$
394.8


$
2,855.2Line of credit


75.0



35.3
(2)


39.7   (1)
    
    The company increased the amount
    available under its commercial paper program from $750.0 to
    $1,500.0 in the second quarter of 2010. The amount available
    under the commercial paper program is limited to the
    availability of backup funds under the credit facilities.
    Included in the amount outstanding and committed is $394.8 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 atSeptember 30,


Contractual


Within








Over2010


Cash Flows


1 year


1 to 3 years


3 to 5 years


5 yearsShort-term debt
    obligations(1)

$
395.0


$
395.2


$
395.2


$
-


$
-


$
-Payables and accrued
    charges(2)


720.0



720.0



720.0



-



-



-Long-term debt
    obligations(1)


3,357.7



4,948.2



795.6



542.9



1,237.5



2,372.2Foreign currency derivatives


(2.8
)Outflow






100.0



100.0



-



-



-Inflow






(102.8
)


(102.8
)


-



-



-Natural gas derivative
    liabilities(3)


315.7



327.2



91.5



90.0



65.3



80.4$
4,785.6


$
6,387.8


$
1,999.5


$
632.9


$
1,302.8


$
2,452.6   (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, 2010.(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.(3)
    
    Natural gas derivatives are subject
    to master netting agreements. Each counterparty has margin
    requirements that may require the company to post collateral
    against liability balances. 14




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##### Table of Contents



Market
    Risk
    Foreign
    Exchange Risk
    Foreign Exchange Risk5% increase in


5% decrease inCarrying Amount


US$


US$of Asset (Liability)


Income


OCI


Income


OCISeptember 30, 2010Available-for-sale
    investmentsIsrael Chemicals Ltd. (New Israeli shekels)

$
2,490.7


$
-


$
(124.5
)

$
-


$
124.5Sinofert Holdings Limited (Hong Kong dollars)


891.4



-



(44.6
)


-



44.6Short-term debt (CDN)


(20.0
)


1.0



-



(1.0
)


-Payables (CDN)


(144.9
)


7.2



-



(7.2
)


-Foreign currency derivatives


2.8



(5.1
)


-



5.1



-December 31, 2009Available-for-sale
    investmentsIsrael Chemicals Ltd. (New Israeli shekels)


1,895.7



-



(94.8
)


-



94.8Sinofert Holdings Limited (Hong Kong dollars)


864.2



-



(43.2
)


-



43.2Short-term debt (CDN)


(262.5
)


13.1



-



(13.1
)


-Payables (CDN)


(167.2
)


8.4



-



(8.4
)


-Foreign currency derivatives


5.0



(20.4
)


-



20.4



-       Interest
    Rate Risk
   15




---



##### Table of Contents



Price
    Risk
    Price RiskCarrying Amount


Effect of 10% decrease


Effect of 10% increaseof Asset (Liability)


in prices on OCI


in prices on OCISeptember 30,


December 31,


September 30,


December 31,


September 30,


December 31,2010


2009


2010


2009


2010


2009Natural gas derivatives

$
(315.7
)

$
(171.0
)

$
(49.9
)

$
(72.6
)

$
49.9


$
72.8Available-for-sale
    investments


3,382.1



2,759.9



(338.2
)


(276.0
)


338.2



276.0     Fair
    Value
  point-in-time
    September 30, 2010


December 31, 2009Carrying





CarryingAmount


Fair Value


Amount


Fair Valueof Asset


of Asset


of Asset


of Asset(Liability)


(Liability)


(Liability)


(Liability)Derivative instrument assetsNatural gas derivatives

$
-


$
-


$
3.7


$
3.7Foreign currency derivatives


2.8



2.8



5.3



5.3Available-for-sale
    investments


3,382.1



3,382.1



2,759.9



2,759.9Derivative instrument liabilitiesNatural gas derivatives


(315.7
)


(315.7
)


(174.7
)


(174.7
)Foreign currency derivatives


-



-



(0.3
)


(0.3
)Long-term debtSenior notes


(3,350.0
)


(3,583.4
)


(3,350.0
)


(3,505.6
)Other


(7.7
)


(7.7
)


(8.0
)


(8.0
)      16




---



##### Table of Contents



Carrying


Fair Value Measurements at Reporting Date UsingAmount of


Quoted Prices in


Significant Other


SignificantAsset (Liability)


Active Markets for


Observable


Unobservableat September 30,


Identical Assets


Inputs


InputsDescription

2010


(Level 1)


(Level 2)


(Level 3)Derivative instrument assetsForeign currency derivatives

$
2.8


$
-


$
2.8


$
-Available-for-sale
    investments


3,382.1



3,382.1



-



-Derivative instrument liabilitiesNatural gas derivatives


(315.7
)


-



(59.4
)


(256.3
)   Carrying


Fair Value Measurements at Reporting Date UsingAmount of


Quoted Prices in


Significant Other


SignificantAsset (Liability)


Active Markets for


Observable


Unobservableat December 31,


Identical Assets


Inputs


InputsDescription

2009


(Level 1)


(Level 2)


(Level 3)Derivative instrument assetsNatural gas derivatives

$
3.7


$
-


$
1.2


$
2.5Foreign currency derivatives


5.3



-



5.3



-Available-for-sale
    investments


2,759.9



2,759.9



-



-Derivative instrument liabilitiesNatural gas derivatives


(174.7
)


-



(53.2
)


(121.5
)Foreign currency derivatives


(0.3
)


-



(0.3
)


-   Fair
    Value Measurements Using Significant Unobservable Inputs
    (Level 3)
  Natural Gas DerivativesSeptember 30,


December 31,2010


2009Balance, beginning of period

$
(119.0
)

$
(110.8
)Total losses (realized and unrealized) before income taxesIncluded in earnings


(25.1
)


(48.6
)Included in other comprehensive income


(144.4
)


(49.4
)Other


-



-Purchases


-



-Sales


-



-Issues


-



-Settlements


32.2



66.0Transfer out of Level 3


-



23.8Balance, end of period

$
(256.3
)

$
(119.0
)   Nine


TwelveMonths


MonthsEnded


EndedSeptember 30,


December 31,2010


2009Amount of total losses for the period included in earnings
    attributable to the change in unrealized gains or losses
    relating to instruments still held at the reporting date

$
-


$
(0.4
)Losses, realized and unrealized, included in earnings for the
    period, reported in cost of goods sold

$
(25.1
)

$
(48.6
)    17




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##### Table of Contents



14.
    Seasonality    15.
    Contingencies  Canpotex
    Mining
    Risk
    Legal
    and Other Matters
  and/or
  
    The company, along with other parties, has been notified by the
    US Environmental Protection Agency (USEPA) of
    potential liability under the US Comprehensive Environmental
    Response, Compensation and Liability Act of 1980
    (CERCLA) with respect to certain soil and
    groundwater conditions at a PCS Joint Venture blending facility
    in Lakeland, Florida and a certain adjoining former property. A
    Record of Decision (ROD) was issued on
    September 27, 2007 and provides for a remedy that requires
    excavation of impacted soils and interim treatment of
    groundwater. The total remedy cost is estimated in the ROD to be
    $8.5. In September 2010, the USEPA approved the Remedial Design
    Report to address the soil contamination.
    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 approximately $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 seeking a
    declaratory judgment that PCS Nitrogen is liable to pay
    environmental response costs that Ashley II of Charleston,
    L.L.C. alleges it has incurred and will incur in connection with
    response activities at the site. After the Phase II trial,
    the district court allocated 30 percent of the liability
    for response costs at the site to PCS Nitrogen, as well as a
    proportional share of any costs that cannot be recovered from
    another responsible party. PCS has filed a motion for amendment
    of this decision. If that request is denied, the decision may be
    appealed, along with a previous decision imposing successor
    liability on PCS. The ultimate amount of liability for PCS
    depends upon the amount needed for remedial activities, the
    ability of other parties to pay, and on the availability of
    insurance.
    PCS Phosphate has agreed to participate, on a non-joint and
    several basis, with parties to an Administrative Settlement
    Agreement with the USEPA (Settling Parties) in the
    performance of a removal action and the payment of certain other
    costs associated with PCB soil contamination at the Ward
    Superfund Site in Raleigh, North Carolina (Site),
    including reimbursement of the USEPAs past costs. The
    removal activities commenced at the Site in August 2007. The
    cost of performing the removal action at the Site is 18




---



##### Table of Contents



estimated at $70.0. The Settling Parties have initiated CERCLA
    cost recovery litigation against PCS Phosphate and more than 100
    other entities. PCS Phosphate filed crossclaims and
    counterclaims seeking cost recovery. In addition to the removal
    action at the Site, investigation of sediments downstream of the
    Site in what is called Operable Unit 1 has occurred.
    In September 2008, the USEPA issued a final remedy for Operable
    Unit 1, with an estimated cost of $6.1. In response to a special
    notice letter from the USEPA, PCS Phosphate and the Settling
    Parties made a good-faith offer to perform
    and/or pay
    for certain actions described in the special notice letter. At
    this time, the company is unable to evaluate the extent of any
    exposure that it may have for the matters addressed in the
    special notice letter.  
    Pursuant to the 1996 Corrective Action Consent Order (the
    Order) executed between PCS Nitrogen Fertilizer,
    L.P., formerly known as Arcadian Fertilizer, L.P. (PCS
    Nitrogen Fertilizer) and Georgia Department of Natural
    Resources, Environmental Protection Division (GEPD)
    in conjunction with PCS Nitrogen Fertilizers purchase of
    real property located in Augusta, Georgia, PCS Nitrogen
    Fertilizer agreed to perform certain activities including a
    facility investigation and, if necessary, a corrective action.
    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. 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 December 2009, during a routine inspection of a gypsum stack
    at the White Springs, Florida facility a sinkhole was discovered
    that resulted in the loss of approximately 84 million
    gallons of water from the stack. The company is sampling
    production and monitoring wells on its property and drinking
    water wells on neighboring property to assess impacts. The
    company incurred costs of $3.3 to address the sinkhole between
    the time of discovery and the end of the second quarter of 2010.
    The Florida Department of Environmental Protection
    (FDEP) issued a notice to the company stating that
    the release may constitute an unauthorized discharge. The
    company is negotiating an order with the FDEP in an effort to
    address the situation. The company entered into an order on
    consent with the USEPA that requires the company to complete a
    study of available feasible measures to reduce the possibility
    and impacts of any future sinkholes. Depending on the outcome of
    this study, the order will require the implementation of certain
    mitigation measures, although the scope and timing for the
    implementation of any such measures cannot be ascertained at the
    current time. The company is unable at this time to estimate
    with certainty the total costs that may be incurred to address
    this matter.  and/or
    
    The USEPA has notified the company of various alleged violations
    of the US Resource Conservation and Recovery Act
    (RCRA) at its Aurora, North Carolina, White Springs,
    Florida and Geismar, Louisiana plants. The company has entered
    into RCRA 3013 Administrative Orders on Consent and has
    performed 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 has notified the company of various alleged violations
    of the Clean Air Act at its Geismar, Louisiana plant. The
    government has demanded process changes and penalties that would
    cost a total of approximately $27.0, but the company denies that
    it has any liability for the Geismar matter. Although the
    company is proceeding with planning and permitting for the
    process changes demanded by the government, the company is
    uncertain if any resolution will be possible without litigation,
    or, if litigation occurs, what the outcome would be. In July
    2010, without alleging any specific violation of the Clean Air
    Act, the 19




---



##### Table of Contents



USEPA requested that the company meet and demonstrate compliance
    with the Clean Air Act for specified projects undertaken at the
    White Springs sulfuric acid plants. The company
    participated in such meeting but, at this time, is unable to
    evaluate if it has any exposure.  
    Significant portions of the companys phosphate reserves in
    Aurora, North Carolina are located in wetlands. Under the Clean
    Water Act, the company must obtain a permit from the US Army
    Corps of Engineers (the Corps) before mining in the
    wetlands. On January 15, 2009, the Division of Water
    Quality of the North Carolina Department of Natural Resources
    issued a certification under Section 401 of the Clean Water
    Act, that mining of phosphate in excess of thirty years from
    lands owned or controlled by the company, including some
    wetlands, would not degrade water quality. Thereafter, on
    June 10, 2009, the Corps issued the company a permit that
    will allow the company to mine the phosphate deposits identified
    in the 401 certification. USEPA decided not to seek additional
    review of the permit. On March 12, 2009, four environmental
    organizations (Pamlico-Tar River Foundation, North Carolina
    Coastal Federation, Environmental Defense Fund and Sierra Club)
    filed a Petition for a Contested Case Hearing before the North
    Carolina Office of Administrative Hearings (OAH)
    challenging the 401 certification. The company has intervened in
    this proceeding. Petitioners filed a motion for partial summary
    judgment on February 5, 2010 and the company filed a
    response and cross-motion for summary judgment on March 18,
    2010. The Division of Water Quality also filed a response to
    Petitioners motion for partial summary judgment on
    March 18, 2010. In August 2010, the parties argued these
    motions before the OAH. At this time, the company is unable to
    evaluate the extent of any exposure that it may have in this
    matter.
    In May 2009, the Canadian government announced that its new
    industrial greenhouse gas emissions policies will be coordinated
    with policies that may be implemented in the US. In July 2009,
    the Canadian government adopted rules requiring the reporting of
    specified greenhouse gas emissions from sources that emit more
    than 50,000 tons of carbon dioxide equivalents. In September
    2009, the USEPA promulgated rules requiring the reporting of
    greenhouse gas emissions for all fuel combustion sources
    emitting more than 25,000 tons of carbon dioxide equivalents and
    certain other listed sources. The company does not believe that
    compliance with these emission reporting regulations will have a
    material adverse effect on its consolidated financial position.
    In December 2009, the USEPA issued a finding that greenhouse gas
    emissions from mobile sources endanger public health and
    welfare. In 2010, the USEPA issued rules regulating greenhouse
    gas emissions from model year 2012 vehicles sold after
    January 2, 2011. On that date, the USEPA also will begin
    phasing in requirements for all new stationary
    sources, such as power plants, that emit 100,000 tons of
    greenhouse gases per year or modified sources that increase
    emissions by 75,000 tons per year to obtain permits
    incorporating the best available control technology
    for such emissions. The company is not currently aware of any
    projects at its facilities that would be subject to these
    requirements when they become effective. The company is
    monitoring these developments and, except as indicated above,
    their effect on its operations cannot be determined with
    certainty at this time.
    On January 26, 2010, the USEPA proposed nutrient criteria
    for Florida lakes and flowing waters. These criteria are
    currently scheduled to be promulgated in November 2010. The
    criteria will become part of Floridas water quality
    standards sixty days after the final criteria are issued. The
    company, along with other phosphate companies, is participating
    in the USEPA rulemaking process. If the USEPA rule is adopted as
    proposed, projected capital costs resulting from the rule could
    be in excess of $100.0 for the companys White Springs
    plant, and there is no guarantee that controls can be
    implemented that are capable of achieving compliance with the
    proposed rule under all flow conditions. This assumes that the
    rule is adopted as proposed and that none of the site specific
    criteria mechanisms are available to the White Springs plant.
    There has been significant comment on the proposed rule by
    government and industry groups. The prospects for a rule to be
    adopted and become enforceable without significant change from
    the proposal are uncertain. 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.
    In the 20




---



##### Table of Contents




    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. 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.
    On August 20, 2010, BHP commenced the BHP Offer, being an
    unsolicited offer to purchase all of the companys issued
    and outstanding common shares for US$130 per common share. The
    BHP Offer, unless extended, is open for acceptance until
    November 18, 2010. After carefully considering the BHP
    Offer, with the benefit of advice from its independent financial
    and legal advisors, PotashCorps Board of Directors
    unanimously determined that the BHP Offer is not in the best
    interests of the company, its shareholders or other
    stakeholders. The Board of Directors has unanimously recommended
    that shareholders reject the BHP Offer and not tender their
    common shares to the BHP Offer. For more information, see
    PotashCorps Directors Circular and
    Solicitation/Recommendation Statement on
    Schedule 14D-9
    filed with the US Securities and Exchange Commission and
    Canadian provincial securities commissions.        16.
    Guarantees   21




---



##### Table of Contents



back-to-back
           22




---



##### Table of Contents



17.
    Reconciliation
    of Canadian and United States Generally Accepted Accounting
    Principles    (a) Inventory valuation:
  (b) Long-term investments:
    (c) Property, plant and equipment and
    goodwill: first-day-of-the-month
  (d) Depreciation and amortization:
  (e) Exploration costs:
  (f) Pension and other post-retirement
    benefits:
    (g) Foreign currency translation adjustment:
 23




---



##### Table of Contents



(h) Offsetting of certain amounts:
  (i) Stock-based compensation:
    Service Period CommencedPerformance Option Plan Year

Canadian GAAP


US GAAP2007


January 1, 2007



May 3, 20072008


January 1, 2008



May 8, 20082009


January 1, 2009



May 7, 20092010


January 1, 2010



May 6, 2010     (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:
 24




---



##### Table of Contents



(n) Cash flow statements:
  The application of US GAAP, as described above, would have
    had the following effects on net income, net income per share,
    total assets and shareholders equity.
  Three Months


Nine MonthsEnded September 30


Ended September 302010


2009(1)


2010


2009(1)Net income as reported  Canadian GAAP

$
402.7


$
247.9


$
1,323.9


$
741.5Items increasing (decreasing) reported net incomeInventory valuation (a)


-



(1.4
)


1.2



(1.7
)Share of earnings of equity investees (b)


(0.6
)


(0.6
)


(0.3
)


(0.6
)Asset write-down (c)


-



-



(32.8
)


-Depreciation and amortization (d)


2.1



2.1



6.3



6.3Exploration costs (e)


(0.4
)


(0.3
)


(1.0
)


(0.3
)Pension and other post-retirement benefits (f)


-



0.3



-



0.9Stock-based compensation (i)


2.9



(3.6
)


2.2



0.5Stripping costs (j)


(1.5
)


(3.0
)


(16.4
)


(5.8
)Deferred income taxes relating to the above adjustments (k)


(0.6
)


1.4



10.5



2.8Income taxes related to US GAAP effective income tax rate (k, m)


2.6



12.9



4.5



12.9Income taxes related to stock-based compensation (l)


(33.5
)


(1.2
)


(41.5
)


(5.6
)Income taxes related to uncertain income tax positions (m)


(11.2
)


(4.5
)


5.0



(8.4
)Net income  US GAAP

$
362.5


$
250.0


$
1,261.6


$
742.5Basic weighted average shares outstanding 
    US GAAP


296,971,000



295,721,000



296,492,000



295,467,000Diluted weighted average shares outstanding 
    US GAAP (i)


305,219,000



303,927,000



304,803,000



303,801,000Basic net income per share  US GAAP

$
1.22


$
0.85


$
4.26


$
2.51Diluted net income per share  US GAAP

$
1.19


$
0.82


$
4.14


$
2.44   (1)
    
    Corrected as described in
    Note 18.  September 30,


December 31,2010


2009Total assets as reported  Canadian GAAP

$
14,532.0


$
12,922.2Items increasing (decreasing) reported total assetsInventory (a)


(0.5
)


(1.7
)Investment in equity investees (b)


(7.3
)


(4.0
)Property, plant and equipment (c, d)


(110.9
)


(84.4
)Goodwill (c)


(46.7
)


(46.7
)Exploration costs (e)


(14.4
)


(13.4
)Pension and other post-retirement benefits (f)


(165.0
)


(180.9
)Margin deposits associated with derivative instruments (h)


(224.1
)


(108.9
)Stripping costs (j)


(63.5
)


(47.1
)Income tax asset related to uncertain income tax positions (m)


2.0



33.7Total assets  US GAAP

$
13,901.6


$
12,468.8   25




---



##### Table of Contents



September 30,


December 31,2010


2009(1)Total shareholders equity as reported  Canadian
    GAAP

$
7,850.5


$
6,439.8Items increasing (decreasing) reported shareholders equityAccumulated other comprehensive incomeShare of accumulated other comprehensive income of equity
    investees (b)


(2.1
)


(1.9
)Pension and other post-retirement benefits (f)


(218.4
)


(229.7
)Foreign currency translation adjustment (g)


(20.9
)


(20.9
)Income taxes related to uncertain income tax positions (m)


(1.2
)


(1.2
)Inventory valuation (a)


(0.5
)


(1.7
)Share of other comprehensive income of equity investees (b)


(0.2
)


0.1Provision for asset impairment and asset write-down (c)


(250.8
)


(218.0
)Depreciation and amortization (d)


93.2



86.9Exploration costs (e)


(14.4
)


(13.4
)Foreign currency translation adjustment (g)


20.9



20.9Stock-based compensation (i)


4.6



2.4Stripping costs (j)


(63.5
)


(47.1
)Deferred income taxes relating to the above adjustments (k)


49.7



39.2Income taxes related to US GAAP effective income tax rate (k, m)


(55.7
)


(60.2
)Income taxes related to uncertain income tax positions (m)


94.8



89.8Shareholders equity  US GAAP

$
7,486.0


$
6,085.0   (1)
    
    Corrected as described in
    Note 18.  Supplemental
    US GAAP Disclosures
  Disclosures
    About Derivative Instruments and Hedging Activities
  Fair Values of Derivative Instruments in the Consolidated
    Statements of Financial Position
  September 30,


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

Balance Sheet Location

2010


2009Derivatives designated as hedging instrumentsNatural gas derivatives

Prepaid expenses and other current assets

$
-


$
0.5Natural gas derivatives

Other assets


-



3.2Natural gas derivatives

Current portion of derivative instrument liabilities


(92.1
)


(51.5
)Natural gas derivatives

Derivative instrument liabilities


(223.6
)


(123.2
)Total derivatives designated as hedging instruments


(315.7
)


(171.0
)Derivatives not designated as hedging instrumentsForeign currency derivatives

Prepaid expenses and other current assets


2.8



5.3Foreign currency derivatives

Current portion of derivative instrument liabilities


-



(0.3
)Total derivatives not designated as hedging instruments

$
2.8


$
5.0   (1)
    
    All fair value amounts are gross
    and exclude netted cash collateral balances. 26




---



##### Table of Contents



The Effect of Derivative Instruments on the Consolidated
    Statements of Operations for the Three Months Ended September
    30
 Amount of LossRecognized inAmount of Loss




IncomeReclassified from


Location of Loss

(IneffectiveAccumulated


Recognized in

Portion andAmount of Loss


Location of Loss

OCI


Income (Ineffective

AmountRecognized


Reclassified

into Income


Portion and Amount

Excluded fromin OCI


from Accumulated

(Effective


Excluded from

EffectivenessDerivatives in Cash

(Effective Portion)


OCI into Income

Portion)


Effectiveness

Testing)Flow Hedging Relationships

2010


2009


(Effective Portion)

2010


2009


Testing)

2010


2009Natural gas derivatives

$
(97.3
)

$
(17.9
)

Cost of goods sold

$
(19.6
)

$
(23.4
)

Cost of goods sold

$
(0.4
)

$
-   Amount ofGain RecognizedDerivatives Not Designated



in Incomeas Hedging Instruments

Location of Gain Recognized in Income

2010


2009Foreign currency derivatives

Foreign exchange

$
9.4


$
18.2   The Effect of Derivative Instruments on the Consolidated
    Statements of Operations for the Nine Months Ended September
    30
 Amount of LossRecognized inAmount of Loss




IncomeReclassified from


Location of Loss

(IneffectiveAccumulated


Recognized in

Portion andAmount of Loss


Location of Loss

OCI


Income (Ineffective

AmountRecognized


Reclassified

into Income


Portion and Amount

Excluded fromin OCI


from Accumulated

(Effective


Excluded from

EffectivenessDerivatives in Cash

(Effective Portion)


OCI into Income

Portion)


Effectiveness

Testing)Flow Hedging Relationships

2010


2009


(Effective Portion)

2010


2009


Testing)

2010


2009Natural gas derivatives

$
(199.9
)

$
(64.0
)

Cost of goods sold

$
(57.5
)

$
(64.0
)

Cost of goods sold

$
(0.4
)

$
(0.2
)   Amount of Gain(Loss) RecognizedDerivatives Not Designated



in Incomeas Hedging Instruments

Location of Gain (Loss) Recognized in Income

2010


2009Foreign currency derivatives

Foreign exchange

$
0.7


$
(4.3
)Natural gas derivatives

Cost of goods sold


(0.2
)


1.1   Uncertainty
    in Income Taxes
    Recent
    Accounting Pronouncements
  Variable
    Interest Entities
   27




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##### Table of Contents



Fair
    Value Disclosures
    Compensation
    18.
    Comparative
    Figures    2006


2007


2008


2009As








As








As








AsPreviously





As


Previously





As


Previously





As


Previously





AsReported


Adjustment


Corrected


Reported


Adjustment


Corrected


Reported


Adjustment


Corrected


Reported


Adjustment


CorrectedConsolidated Statements of Financial Position and Accumulated
    Other Comprehensive Income and Retained Earnings (as applicable)At December 31:Payables and accrued charges


545.2



-



545.2



911.7



-



911.7



1,183.6



7.6



1,191.2



779.3



17.5



796.8Accrued environmental costs and
    asset retirement obligations


110.3



40.7



151.0



121.0



39.8



160.8



133.4



78.8



212.2



134.8



80.3



215.1Future income tax liability


632.1



(15.8
)


616.3



988.1



(15.3
)


972.8



794.2



(32.6
)


761.6



999.3



(36.9
)


962.4Retained earnings


1,286.4



(24.9
)


1,261.5



2,279.6



(24.5
)


2,255.1



2,402.3



(53.8
)


2,348.5



3,272.1



(60.9
)


3,211.2Accumulated other comprehensive income and retained earnings


n/a



n/a



n/a



4,458.5



(24.5
)


4,434.0



3,060.2



(53.8
)


3,006.4



4,920.9



(60.9
)


4,860.0Consolidated Statements of Operations and Retained Earnings and
    Comprehensive Income (as applicable)For the Year Ended December 31:Cost of goods sold


2,374.8



40.7



2,415.5



2,882.8



(0.9
)


2,881.9



4,081.8



46.6



4,128.4



2,631.6



11.4



2,643.0Income taxes


158.1



(15.8
)


142.3



416.2



0.5



416.7



1,077.1



(17.3
)


1,059.8



83.5



(4.3
)


79.2Net income


631.8



(24.9
)


606.9



1,103.6



0.4



1,104.0



3,495.2



(29.3
)


3,465.9



987.8



(7.1
)


980.7Net income per share  basic


2.03



(0.08
)


1.95



3.50



-



3.50



11.37



(0.10
)


11.27



3.34



(0.02
)


3.32Net income per share  diluted


1.98



(0.08
)


1.90



3.40



-



3.40



11.01



(0.09
)


10.92



3.25



(0.02
)


3.23Comprehensive income


n/a



n/a



n/a



2,413.5



0.4



2,413.9



1,974.2



(29.3
)


1,944.9



1,978.7



(7.1
)


1,971.6Consolidated Statements of Cash FlowFor the Year Ended December 31:Net income


631.8



(24.9
)


606.9



1,103.6



0.4



1,104.0



3,495.2



(29.3
)


3,465.9



987.8



(7.1
)


980.7Provision for future income tax


50.0



(15.8
)


34.2



119.6



0.5



120.1



82.2



(17.3
)


64.9



203.2



(4.3
)


198.9Other long-term liabilities


13.4



40.7



54.1



(57.9
)


(0.9
)


(58.8
)


2.3



46.6



48.9



(8.0
)


11.4



3.4Cash provided by operating activities


696.8



-



696.8



1,688.9



-



1,688.9



3,013.2



-



3,013.2



923.9



-



923.9    n/a = not applicable since the
    company did not begin to report accumulated other comprehensive
    income and comprehensive income for Canadian GAAP purposes until
    2007
   28




---



##### Table of Contents




    Statements of operations and retained earnings: increase cost of
    goods sold by $1.5, reduce income tax expense by $0.6; there was
    no impact on basic or diluted earnings per share.
    Statements of cash flow: reduce net income by $0.9, increase
    adjustments to reconcile net income to cash provided by
    operating activities through reduction in provision for future
    income tax of $0.6 and increase in other long-term liabilities
    of $1.5; there was no net impact on cash flow for the period.
    Statements of comprehensive income: reduce net income and
    comprehensive income by $0.9.    
    Statements of operations and retained earnings: increase cost of
    goods sold by $4.5, reduce income tax expense by $1.8, reduce
    opening retained earnings by $53.8; basic and diluted earnings
    per share were reduced $0.01.
    Statements of cash flow: reduce net income by $2.7, increase
    adjustments to reconcile net income to cash provided by
    operating activities through reduction in provision for future
    income tax of $1.8 and increase in other long-term liabilities
    of $4.5; there was no net impact on cash flow for the period.
    Statements of comprehensive income: reduce net income and
    comprehensive income by $2.7. 29




---



##### Table of Contents



ITEM 2.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-K,
  POTASHCORP
    AND OUR BUSINESS ENVIRONMENT
        CORPORATE
    DEVELOPMENTS
    Schedule 14D-9
    POTASHCORP
    STRATEGY
   30




---



##### Table of Contents



KEY
    PERFORMANCE DRIVERS  PERFORMANCE COMPARED TO
    GOALS
     Representative


PerformanceGoal


2010 Annual
    Target


to
    September 30, 2010Achieve no harm to people.


Reduce total site severity injury rate by 35 percent from
    2008 levels by the end of 2012.


Total site severity injury rate was 61 percent below the
    2008 annual level for the first nine months of 2010. The total
    site severity injury rate was 22 percent below the 2008
    annual level for the first nine months of 2009 and
    25 percent below the 2008 annual level by the end of 2009.Achieve no damage to the environment.


Reduce total reportable releases, permit excursions and spills
    by 30 percent from 2009 levels.


Reportable release rate on an annualized basis decreased
    11 percent, annualized permit excursions were down
    24 percent and annualized spills were down 26 percent
    during the first nine months of 2010 compared to 2009 annual
    levels. There were five spills, four permit excursions and four
    reportable releases in the first nine months of 2010 compared to
    seven spills, four permit excursions and four reportable
    releases for the same period in 2009.Maximize long-term shareholder value.


Exceed total shareholder return for our sector and companies on
    the DAXglobal Agribusiness Index for 2010.


PotashCorps total shareholder return was 33 percent
    in the first nine months of 2010 compared to our sector weighted
    average return (based on market capitalization) of
    8 percent and the DAXglobal Agribusiness Index weighted
    average return (based on market capitalization) of
    4 percent.   FINANCIAL
    OVERVIEW
   31




---



##### Table of Contents



Form 10-Q.
    Earnings
    Guidance  Third Quarter 2010
  Company Guidance

Actual ResultsEarnings per share

$0.80 - $1.20

$1.32Effective tax rate, including discrete items

25%

23%   Overview
    of Actual Results
  Operations
  Three Months Ended September 30


Nine Months Ended September 30%











%Dollars (millions)  except per-share amounts

2010


2009


Change


Change


2010


2009


Change


ChangeSales

$
1,575.0


$
1,099.1


$
475.9



43


$
4,726.4


$
2,877.6


$
1,848.8



64Gross Margin


563.3



344.7



218.6



63



1,862.0



741.9



1,120.1



151Operating Income


539.2



356.9



182.3



51



1,870.3



858.1



1,012.2



118Net Income


402.7



247.9



154.8



62



1,323.9



741.5



582.4



79Net Income Per Share  Diluted


1.32



0.82



0.50



61



4.34



2.44



1.90



78Other Comprehensive Income


880.2



123.9



756.3



610



114.1



565.4



(451.3
)


(80
)      32




---



##### Table of Contents



quarter-over-quarter
    Balance
    Sheet
   Changes in Balances  December 31, 2009 to
    September 30, 2010 (in $ millions)
  
   33




---



##### Table of Contents



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


Tonnes (thousands)


Average per
    Tonne(1)2010


2009


% Change


2010


2009


% Change


2010


2009


% ChangeSales

$
637.2


$
423.4



50Freight


40.1



16.8



139Transportation and distribution


15.0



9.2



63Net sales

$
582.1


$
397.4



46Manufactured productNet salesNorth American

$
251.6


$
111.0



127



710



266



167


$
354.12


$
417.38



(15
)Offshore


328.2



283.7



16



1,187



748



59


$
276.56


$
379.24



(27
)579.8



394.7



47



1,897



1,014



87


$
305.60


$
389.24



(21
)Cost of goods sold


215.6



139.1



55














$
113.61


$
137.17



(17
)Gross margin


364.2



255.6



42














$
191.99


$
252.07



(24
)Other miscellaneous and purchased productNet sales


2.3



2.7



(15
)Cost of goods sold


3.0



6.9



(57
)Gross margin


(0.7
)


(4.2
)


(83
)Gross Margin

$
363.5


$
251.4



45














$
191.62


$
247.93



(23
)   (1)
    
    Rounding differences may occur due
    to the use of whole dollars in per-tonne calculations. 34




---



##### Table of Contents



Nine Months Ended September 30Dollars (millions)


Tonnes (thousands)


Average per
    Tonne(1)2010


2009


% Change


2010


2009


% Change


2010


2009


% ChangeSales

$
2,170.4


$
903.3



140Freight


142.9



34.1



319Transportation and distribution


59.5



24.4



144Net sales

$
1,968.0


$
844.8



133Manufactured productNet salesNorth American

$
913.9


$
311.5



193



2,551



599



326


$
358.19


$
519.95



(31
)Offshore


1,045.4



522.9



100



3,714



1,283



189


$
281.46


$
407.57



(31
)1,959.3



834.4



135



6,265



1,882



233


$
312.70


$
443.34



(29
)Cost of goods sold


688.3



306.3



125














$
109.83


$
162.73



(33
)Gross margin


1,271.0



528.1



141














$
202.87


$
280.61



(28
)Other miscellaneous and purchased productNet sales


8.7



10.4



(16
)Cost of goods sold


3.2



14.3



(78
)Gross margin


5.5



(3.9
)


n/mGross Margin

$
1,276.5


$
524.2



144














$
203.75


$
278.53



(27
)   (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)

2010 vs. 2009



2010 vs. 2009Change in











Change inPrices/Costs











Prices/CostsChange in Sales






Cost of







Change in






Cost ofVolumes



Net Sales


Goods Sold



Total



Sales Volumes



Net Sales


Goods Sold



TotalManufactured productNorth American

$
138.7



$
(44.9
)

$
4.4



$
98.2



$
819.2



$
(412.8
)

$
39.0



$
445.4Offshore


65.4




(55.3
)


0.4




10.5




807.6




(468.4
)


(41.7
)



297.5Change in market mix


(35.9
)



37.3



(1.5
)



(0.1
)



(50.9
)



62.7



(11.8
)



-Total manufactured product

$
168.2



$
(62.9
)

$
3.3



$
108.6



$
1,575.9



$
(818.5
)

$
(14.5
)


$
742.9Other miscellaneous and
    purchased product
















3.5


















9.4Total















$
112.1

















$
752.3   35




---



##### Table of Contents



(PERFORMANCE GRAPH)

(PERFORMANCE GRAPH)   
  (PERFORMANCE GRAPH)

(PERFORMANCE GRAPH)     Three Months Ended September 30


Nine Months Ended September 30%











%2010


2009


Change


Change


2010


2009


Change


ChangeChina


10



1



9



900



12



8



4



50India


16



39



(23
)


(59
)


14



31



(17
)


(55
)Asia (excluding China and India)


28



34



(6
)


(18
)


42



41



1



2Latin America


38



20



18



90



25



14



11



79Oceania, Europe and Other


8



6



2



33



7



6



1



17100



100











100



100  36




---



##### Table of Contents



(1)
  Net Sales Prices

Sales Volumes

Cost of Goods Soldâ Lower
    average realized price for the quarter reflected new pricing
    levels established in major markets following the unprecedented
    decline in potash demand during the global economic downturn in
    2009.

á Farmers
    increased applications and fertilizer dealers increased
    purchases due to supportive crop prices and the need to address
    potash nutrient shortfalls (soil and distribution chain
    inventories fell significantly during 2009 and have not been
    replenished in 2010).á North
    American shipments increased significantly due to rising crop
    prices, low customer potash inventories, renewed farmer/dealer
    confidence and an anticipated strong fall application.á Canpotex
    shipments to offshore markets increased due to supportive crop
    prices and low customer inventories.  Canpotex
    sales to Latin America and China significantly increased (as a
    percentage of total sales) while Canpotex sales to India
    decreased.

á Fewer
    shutdown costs incurred (17 weeks in 2010 compared to 28 in
    2009). Shutdown weeks in 2010 related to expansion activities
    while 2009 shutdown weeks primarily were the result of matching
    supply to demand.á Royalty
    costs lower due to lower average North American listed sales
    prices per tonne.â Personnel
    costs higher due to higher staff levels (anticipating the ramp
    up to expansion levels) and higher wages.â The
    Canadian dollar strengthened relative to the US dollar.       (1) Direction
    of arrows refer to impact on gross margin while
    the  symbol signifies a neutral impact.
 37




---



##### Table of Contents



(1)
  Net Sales Prices

Sales Volumes

Cost of Goods Soldâ  Substantial
    decline in consumption during the 2009 global economic downturn
    pressured pricing and resulted in new lower pricing levels being
    established in 2010.

á Volumes
    were up significantly due to positive global crop prices, the
    need to address potash-depleted soil and favorable conditions in
    Brazil (for spring planting) and the US (for fall
    application).á Canpotex
    reached short-term agreements with major customers in China and
    India throughout the first nine months of 2010 (China did not
    have a contract in 2009 while India did not have a contract in
    the first half of 2009).á Latin
    Americas proportion of total volumes increased more than
    any other market due to low inventories entering 2010 and
    favorable crop economics. India purchased more in 2010 but
    accounted for a larger proportion of Canpotex sales in 2009.  Most
    buyers purchases were for consumption rather than
    inventory restocking.

â Personnel
    costs higher due to higher wages.â The
    Canadian dollar strengthened relative to the US dollar.â Increased
    maintenance costs with higher production levels.á Royalty
    costs declined due to lower average North American listed sales
    prices per tonne.á Fewer
    shutdown costs incurred (35 weeks in 2010 compared to
    117 weeks in 2009).  North
    American cost of goods sold variance was positive as our lowest
    cost mine, Rocanville SK, comprised a larger proportion of
    production while offshore cost of goods sold variance was
    negative due to more of that product coming from our other
    mines.       (1) Direction
    of arrows refer to impact on gross margin while
    the  symbol signifies a neutral impact.
 38




---



##### Table of Contents



Phosphate
  Three Months Ended September 30Dollars (millions)


Tonnes (thousands)


Average per
    Tonne(1)2010


2009


% Change


2010


2009


% Change


2010


2009


% ChangeSales

$
536.0


$
357.4



50Freight


30.6



24.3



26Transportation and distribution


13.5



13.9



(3
)Net sales

$
491.9


$
319.2



54Manufactured productNet salesFertilizer  liquids

$
122.5


$
68.1



80



324



255



27


$
378.20


$
267.58



41Fertilizer  solids


191.4



89.6



114



437



334



31


$
437.34


$
267.71



63Feed


79.5



60.5



31



170



143



19


$
467.30


$
424.69



10Industrial


91.7



95.7



(4
)


157



150



5


$
585.50


$
640.06



(9
)485.1



313.9



55



1,088



882



23


$
445.77


$
356.24



25Cost of goods sold


389.9



275.4



42














$
358.27


$
312.59



15Gross margin


95.2



38.5



147














$
87.50


$
43.65



100Other miscellaneous and purchased productNet sales


6.8



5.3



28Cost of goods sold


2.5



1.1



127Gross margin


4.3



4.2



2Gross Margin

$
99.5


$
42.7



133














$
91.45


$
48.41



89   (1)
    
    Rounding differences may occur due
    to the use of whole dollars in per-tonne calculations.  Nine Months Ended September 30Dollars (millions)


Tonnes (thousands)


Average per
    Tonne(1)2010


2009


% Change


2010


2009


% Change


2010


2009


% ChangeSales

$
1,300.8


$
1,012.0



29Freight


75.2



58.3



29Transportation and distribution


31.3



34.8



(10
)Net sales

$
1,194.3


$
918.9



30Manufactured productNet salesFertilizer  liquids

$
285.4


$
155.8



83



791



528



50


$
360.65


$
295.20



22Fertilizer  solids


414.8



262.5



58



945



877



8


$
438.82


$
299.01



47Feed


218.6



201.2



9



483



396



22


$
452.18


$
508.70



(11
)Industrial


255.8



286.5



(11
)


448



400



12


$
571.89


$
717.47



(20
)1,174.6



906.0



30



2,667



2,201



21


$
440.37


$
411.72



7Cost of goods sold


959.3



845.6



13














$
359.64


$
384.28



(6
)Gross margin


215.3



60.4



256














$
80.73


$
27.44



194Other miscellaneous and purchased productNet sales


19.7



12.9



53Cost of goods sold


7.4



4.3



72Gross margin


12.3



8.6



43Gross Margin

$
227.6


$
69.0



230














$
85.34


$
31.35



172   (1)
    
    Rounding differences may occur due
    to the use of whole dollars in per-tonne calculations. 39




---



##### Table of Contents



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



Nine Months Ended September 30Dollars (millions)

2010 vs. 2009



2010 vs. 2009Change in











Change inPrices/Costs











Prices/CostsChange in Sales






Cost of







Change in Sales






Cost ofVolumes



Net Sales


Goods Sold



Total



Volumes



Net Sales


Goods Sold



TotalManufactured productFertilizer  liquids

$
10.0



$
38.9


$
(14.7
)


$
34.2



$
15.6



$
51.8


$
(9.6
)


$
57.8Fertilizer  solids


11.1




69.4



(45.0
)



35.5




(10.5
)



131.2



2.4




123.1Feed


3.6




9.9



(9.6
)



3.9




23.8




(25.2
)


41.0




39.6Industrial


2.6




(7.2
)


(12.4
)



(17.0
)



24.6




(65.1
)


(25.1
)



(65.6
)Change in market mix


15.6




(15.5
)


-




0.1




16.3




(16.3
)


-




-Total manufactured product

$
42.9



$
95.5


$
(81.7
)


$
56.7



$
69.8



$
76.4


$
8.7



$
154.9Other miscellaneous and purchased product
















0.1


















3.7Total















$
56.8

















$
158.6   (LINE GRAPH)

(BAR CHART)   
 40




---



##### Table of Contents



(1)
  Net Sales Prices

Sales Volumes

Cost of Goods Soldá Positive
    market conditions, higher grain prices and tighter supplies of
    available product resulted in improved liquid and solid
    fertilizer prices.á Feed
    prices were higher as announced price increases in the second
    quarter of 2010 were realized during the third quarter.â Certain
    industrial products are contracted on a cost plus or
    market-index scale and trail current market conditions, which
    resulted in a decline from last years third
    quarter.

á Both
    solid and liquid fertilizers increased in anticipation of a
    strong domestic fall application season. Solid fertilizers were
    affected by offshore vessel delays from the previous quarter
    that carried into the current quarter.á Feed
    volumes increased compared to last years low total as
    customers worked off inventories in 2009.á Industrial
    sales volumes increased due to an improvement in demand for
    purified phosphoric acid used in downstream food and other
    commercial markets.

â Costs
    were higher due to sulfur (up 51 percent), ammonia (up
    34 percent) and higher costs of mining phosphate rock (due
    to a transition to new mining practices at Aurora NC).â Solid
    fertilizer was impacted by a shut down at Lima OH as ammonia had
    to be transported from further away.â Industrial
    variance was also impacted by higher rock costs at Geismar LA
    (demurrage charges incurred due to weather delays at rock
    shipping points which also resulted in production delays) and a
    maintenance turnaround.   (1)
  Net Sales Prices

Sales Volumes

Cost of Goods Soldá Liquid
    and solid fertilizer prices increased due to positive farm
    economics and tightening supply.â Prices
    for feed products, which typically lag solid and liquid
    phosphate fertilizer, did not immediately reflect the sharp
    decline in 2009 prices, resulting in a decrease in 2010.â Industrial
    prices decreased as a result of certain contracts being based on
    prior year input costs which were significantly lower in 2009 as
    compared to being higher in 2008.

á Volumes
    for all major product categories increased due to favorable crop
    commodity prices and low inventories throughout the supply chain
    and improved buyer sentiment.á North
    American liquid fertilizer volumes increased substantially due
    to low carryover of customer inventories at the start of the
    year and a favorable spring application season.á Demand
    for feed products improved due to better economics in the beef,
    pork and poultry industries in 2010 while in 2009 customers
    worked down inventories.

â Drag-line
    moves and a change in mining practice increased costs of mining
    phosphate rock.á Solid
    fertilizer and feed variances were positive due to lower sulfur
    costs (down 3 percent), though solid fertilizer was
    negatively affected by higher ammonia costs (up
    21 percent).â Industrial
    variance was negatively affected by higher rock costs at Geismar
    LA (demurrage charges).     (1) Direction
    of arrows refer to impact on gross margin.
 41




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##### Table of Contents



Nitrogen
  Three Months Ended September 30Dollars (millions)


Tonnes (thousands)


Average per
    Tonne(1)2010


2009


% Change


2010


2009


% Change


2010


2009


% ChangeSales

$
401.8


$
318.3



26Freight


10.4



12.6



(17
)Transportation and distribution


9.4



13.2



(29
)Net sales

$
382.0


$
292.5



31Manufactured productNet salesAmmonia

$
162.5


$
104.2



56



459



457



-


$
354.05


$
228.26



55Urea


91.4



100.7



(9
)


302



367



(18
)

$
302.45


$
274.14



10Nitrogen solutions/Nitric acid/Ammonium nitrate


96.1



75.7



27



528



553



(5
)

$
181.91


$
136.78



33350.0



280.6



25



1,289



1,377



(6
)

$
271.40


$
203.73



33Cost of goods sold


258.0



234.3



10














$
200.03


$
170.11



18Gross margin


92.0



46.3



99














$
71.37


$
33.62



112Other miscellaneous and purchased productNet sales


32.0



11.9



169Cost of goods sold


23.7



7.6



212Gross margin


8.3



4.3



93Gross Margin

$
100.3


$
50.6



98














$
77.81


$
36.75



112   (1)
    
    Rounding differences may occur due
    to the use of whole dollars in per-tonne calculations.  Nine Months Ended September 30Dollars (millions)


Tonnes (thousands)


Average per
    Tonne(1)2010


2009


% Change


2010


2009


% Change


2010


2009


% ChangeSales

$
1,255.2


$
962.3



30Freight


32.3



37.8



(15
)Transportation and distribution


32.0



41.8



(23
)Net sales

$
1,190.9


$
882.7



35Manufactured productNet salesAmmonia

$
486.9


$
319.0



53



1,350



1,386



(3
)

$
360.69


$
230.17



57Urea


312.8



315.2



(1
)


970



1,092



(11
)

$
322.40


$
288.58



12Nitrogen solutions/Nitric acid/Ammonium nitrate


295.6



217.9



36



1,609



1,357



19


$
183.77


$
160.60



141,095.3



852.1



29



3,929



3,835



2


$
278.79


$
222.19



25Cost of goods sold


757.6



712.9



6














$
192.84


$
185.89



4Gross margin


337.7



139.2



143














$
85.95


$
36.30



137Other miscellaneous and purchased productNet sales


95.6



30.6



212Cost of goods sold


75.4



21.1



257Gross margin


20.2



9.5



113Gross Margin

$
357.9


$
148.7



141














$
91.09


$
38.77



135   (1)
    
    Rounding differences may occur due
    to the use of whole dollars in per-tonne calculations. 42




---



##### Table of Contents



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



Nine Months Ended September 30Dollars (millions)

2010 vs. 2009



2010 vs. 2009Change in











Change inPrices/Costs











Prices/CostsChange in Sales






Cost of







Change in






Cost ofVolumes



Net Sales


Goods Sold



Total



Sales Volumes



Net Sales


Goods Sold



TotalManufactured productAmmonia

$
6.0



$
57.7


$
(37.2
)


$
26.5



$
2.4



$
176.2


$
(64.2
)


$
114.4Urea


(5.6
)



9.1



(9.6
)



(6.1
)



(13.2
)



32.8



(7.6
)



12.0Solutions, NA, AN


1.0




29.0



(7.5
)



22.5




22.8




37.3



7.9




68.0Hedge


-




-



2.8




2.8




-




-



4.1




4.1Change in market mix


5.0




(5.0
)


-




-




23.9




(23.9
)


-




-Total manufactured product

$
6.4



$
90.8


$
(51.5
)


$
45.7



$
35.9



$
222.4


$
(59.8
)


$
198.5Other miscellaneous and purchased product
















4.0


















10.7Total















$
49.7

















$
209.2   (LINE GRAPH)

(BAR GRAPH)(BAR GRAPH)

(BAR GRAPH)   Three Months Ended September 30


Nine Months Ended September 30Sales Tonnes








Sales Tonnes(Thousands)


Price per Tonne


(Thousands)


Price per Tonne2010


2009


2010


2009


2010


2009


2010


2009Fertilizer


470



584


$
252.44


$
208.31



1,495



1,638


$
265.36


$
236.82Feed


6



7


$
370.92


$
388.04



20



21


$
392.82


$
403.71Industrial


813



786


$
281.64


$
198.68



2,414



2,176


$
286.19


$
209.381,289



1,377


$
271.40


$
203.73



3,929



3,835


$
278.79


$
222.19  43




---



##### Table of Contents



(1)
  Net Sales Prices

Sales Volumes

Cost of Goods Soldá Ammonia
    and urea increases were the result of recovering demand for both
    industrial and fertilizer products and tighter producer
    supplies.á Nitrogen
    solutions, nitric acid and ammonium nitrate all increased due to
    tighter supply and in the case of ammonium nitrates,
    higher-priced contracts.

  Ammonia
    volumes were flat as increased demand in the US was offset by
    reduced available supply due to an extended turnaround at Lima
    OH.â Urea
    volumes decreased due to a turnaround at Lima OH.â Nitrogen
    solutions volumes decreased due to less production being
    available from Geismar LA.

â Average
    natural gas costs in production, including hedge, increased
    36 percent. Natural gas costs in Trinidad production
    increased 61 percent (contract prices primarily indexed to
    ammonia prices) while our US spot costs for natural gas in
    production increased 36 percent.á Turnarounds
    at Trinidad and Lima OH increased costs of production.   (1)
  Net Sales Prices

Sales Volumes

Cost of Goods Soldá Realized
    prices increased as a result of tight global inventory supplies,
    higher production costs in key exporting regions (the Ukraine
    and Western Europe) and stronger industrial demand in 2010.

â Ammonia
    volumes declined due to higher internal consumption which
    resulted in fewer tonnes being available for external sales.â US
    produced urea volumes decreased due to less supply being
    available for sale (lost production from an interruption at
    Augusta GA, reduced production at Lima in 2010 and lower
    inventories) and offshore urea sales declining in favor of other
    nitrogen products.á Nitrogen
    solutions volumes increased as a result of better planting
    conditions.á Nitric
    acid volumes increased as a result of a stronger US economy and
    improved industrial demand for downstream
    products.

â Average
    natural gas costs in production, including hedge, increased
    32 percent. Natural gas costs in Trinidad production
    increased 67 percent while our US spot costs for natural
    gas in production increased 24 percent.  Ammonia
    and urea cost of goods sold variances were negative while the
    other product lines were positive due to relatively lower-cost
    ammonia (which is purchased or transferred and not produced)
    being used in the other product lines at Geismar LA.     (1) Direction
    of arrows refer to impact on gross margin while
    the   symbol signifies a neutral impact.
 44




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##### Table of Contents



Expenses
    and Other Income
  Three Months Ended September 30


Nine Months Ended September 30%











%Dollars (millions)

2010


2009


Change


Change


2010


2009


Change


ChangeSelling and administrative

$
75.2


$
35.9


$
39.3



109


$
169.7


$
132.7


$
37.0



28Provincial mining and other taxes


16.2



2.1



14.1



671



55.9



17.0



38.9



229Foreign exchange (gain) loss


(1.7
)


(9.0
)


7.3



(81
)


7.2



(1.3
)


8.5



n/mOther income


65.6



41.2



24.4



59



241.1



264.6



(23.5
)


(9
)Interest expense


16.5



31.1



(14.6
)


(47
)


69.7



80.8



(11.1
)


(14
)Income taxes


120.0



77.9



42.1



54



476.7



35.8



440.9



n/m               Three Months Ended September 30


Nine Months Ended September 30Dollars (millions) 










%











%except percentage amounts

2010


2009


Change


Change


2010


2009


Change


ChangeLong-term debt obligations, including current portionWeighted average outstanding

$
3,357.7


$
3,266.6


$
91.1



3


$
3,432.8


$
2,884.6


$
548.2



19Weighted average interest rate


5.7%



4.8%



0.9%



19



5.6%



4.7%



0.9%



19Short-term debt obligationsWeighted average outstanding

$
387.1


$
694.1


$
(307.0)



(44)


$
483.2


$
591.2


$
(108.0)



(18)Weighted average interest rate


0.6%



0.9%



(0.3)%



(33)



0.5%



1.3%



(0.8)%



(62)    45




---



##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
  Cash
    Requirements
    Contractual
    Obligations and Other Commitments
    September 30, 2010Payments Due By PeriodDollars (millions)

Total

Within 1 Year


1 to 3 Years

3 to 5 Years

Over 5 YearsLong-term debt obligations

$
3,357.7

$
601.8


$
255.9

$
1,000.0

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


1,590.5


193.8



287.0


237.5


872.2Operating leases


584.6


85.7



157.0


136.4


205.5Purchase commitments


682.2


255.1



171.0


107.3


148.8Capital commitments


108.4


30.0



52.0


7.6


18.8Other commitments


599.8


390.3



202.7


6.8


-Other long-term liabilities


1,572.4


85.1



105.1


73.8


1,308.4Total

$
8,495.6

$
1,641.8


$
1,230.7

$
1,569.4

$
4,053.7    46




---



##### Table of Contents



and/or
  Capital
    Expenditures
      Expected
    Completion(1)

ForecastedCDN Dollars (millions)

2010 Forecast

Total Forecast

Started

(Description)

Remaining SpendingAllan, Saskatchewan

$
180


$
550



2008


2012 (general expansion)

$
370Cory I, Saskatchewan

$
500


$
1,455



2007


2010 (red potash mill)

$
150Cory II,
    Saskatchewan(2)










2008


2012 (general expansion)Picadilly, New Brunswick

$
420


$
1,660



2007


2012 (mine shaft and mill)

$
780Rocanville, Saskatchewan

$
440


$
2,800



2008


2014 (mine shaft and mill)

$
2,100    (1)
    
    Excludes ramp up time. We expect
    these projects will be fully ramped up by the end of 2015,
    provided market conditions warrant.(2)
    
    2010 forecast, total forecast and
    forecasted remaining spending included in Cory I.    Sources
    and Uses of Cash
    Three Months Ended September 30


Nine Months Ended September 30%











%Dollars (millions)

2010


2009


Change


Change


2010


2009


Change


ChangeCash provided by operating activities

$
503.8


$
320.8


$
183.0



57


$
2,199.1


$
355.8


$
1,843.3



518Cash used in investing activities


(506.6
)


(450.0
)


(56.6
)


13



(1,843.6
)


(1,077.9
)


(765.7
)


71Cash (used in) provided by financing activities


(4.1
)


149.1



(153.2
)


n/m



(381.1
)


836.5



(1,217.6
)


n/m       %Dollars (millions)  except ratio amounts

September 30, 2010

December 31, 2009

Change

ChangeCurrent assets

$
1,975.0


$
2,271.7


$
(296.7
)


(13
)Current liabilities

$
(2,200.2
)

$
(1,577.4
)

$
(622.8
)


39Working capital

$
(225.2
)

$
694.3


$
(919.5
)


n/mCurrent ratio


0.90



1.44



(0.54
)


(38
)      47




---



##### Table of Contents



Principal
    Debt Instruments
  September 30, 2010Total

Amount Outstanding

AmountDollars (millions)

Amount

and Committed

AvailableCredit
    facilities(1)

$
3,250.0


$
394.8


$
2,855.2Line of credit


75.0



35.3
(2)


39.7    (1)
    
    The company increased the amount
    available under its commercial paper program from
    $750.0 million to $1,500.0 million in the second
    quarter of 2010. The amount available under the commercial paper
    program is limited to the availability of backup funds under the
    credit facilities. Included in the amount outstanding and
    committed is $394.8 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.     48




---



##### Table of Contents



A-1(Low)
    Outstanding
    Share Data
    Form 10-Q
  Off-Balance
    Sheet Arrangements
  Form 10-Q
 49




---



##### Table of Contents



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


2010


2010


2010


2009


2009


2009


2009


2008Sales


$
1,575.0



$
1,437.8



$
1,713.6



$
1,099.1



$
1,099.1



$
856.0



$
922.5



$
1,870.6Gross margin



563.3




583.6




715.1




272.7




344.7




169.1




228.1




828.1Net income



402.7




472.0




449.2




239.2




247.9




186.2




307.4




759.8Net income per share  basic



1.36




1.59




1.52




0.81




0.84




0.63




1.04




2.53Net income per share  diluted



1.32




1.55




1.47




0.79




0.82




0.61




1.01




2.47       RELATED
    PARTY TRANSACTIONS
    CRITICAL
    ACCOUNTING ESTIMATES
  Form 10-Q.
      RECENT
    ACCOUNTING CHANGES
  Form 10-Q
  International
    Financial Reporting Standards
   50




---



##### Table of Contents



10-Q
  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
 Revise accounting policy 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


 Certain major accounting policy decisions were preliminarily approved by senior management and reviewed by the audit committee of the Board of Directors in Q1 2010. Some accounting policy choices are still being analyzed and not all decisions have been made where accounting policy choices are available
 Revisions to accounting and procedures manuals are being drafted as work on each area of IFRSs 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 preliminary pro forma financial statements and disclosures by Q1 2010
 Senior management approval and audit committee review of full proforma financial statements prior to changeover


 Preliminary pro forma 2009 financial statements were reviewed by the audit committee in Q1 2010. To prepare for the possible early adoption of IFRSs in 2010, rather than at January 1, 2011, restated MD&A, financial statements and note disclosures for Q1 2010 have been preliminarily drafted and are being reviewed internally
 Draft note disclosures have been prepared for each area of IFRSs
 Effects of the conversion are being quantified as work on each area of IFRSs progresses  see summaries of estimated adjustments at the end of this section 51




---



##### Table of Contents



Key Activities


Milestones


StatusTraining 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


 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 or are in the process of completing topic-specific training
 Regular awareness presentations are provided at various forums to prepare personnel for the changeover
 Training is being conducted using a three-tiered approach with more detailed training provided for practitioners and higher-level training provided for other personnel. Approximately 80 percent of identified detailed training requirements have been completed with the remainder planned to be completed in Q4 2010. Group training content has been developed and is planned to be delivered in December 2010
 Communication to external stakeholders has been ongoing through our MD&A disclosures. Further refinement of expected impacts of the IFRSs conversion will occur in each period up to adoption of IFRSsBusiness 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 prior to changeover


 Identification of impacts on contracts is complete. Adoption of IFRSs is not expected to have any material impact on the companys contracts
 Income tax accounting impacts have been identified, however quantification of all differences has not yet been finalized. Impacts of the IFRSs conversion on the companys tax compliance processes are still being assessedIT 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 have been identified and are being addressed in conjunction with an upgrade to the companys financial information system
 IFRSs record-keeping has been implemented within the companys financial information system to enable the capturing of financial information under multiple sets of accounting principlesControl environment: For all changes to policies and procedures identified, assess effectiveness of internal controls over financial reporting and disclosure controls and procedures 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 prior to changeover
 Internal controls over IFRSs changeover process in place by 2009


 Assessments and sign-offs have been provided for completed work streams and will continue as the remaining work streams progress
 Specific controls have been established and documented in relation to the IFRSs changeover process  52




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##### Table of Contents



First-Time
    Adoption of IFRSs
    Expected
    Areas of Significance
    Form 10-Q
  Accounting Policy
    Area


Impact of Policy
    AdoptionIncome Taxes
    (Quantification
    updated from 2009
    financial review
    annual report)


Differences from existing Canadian GAAP:Under IFRSs,
    unrealized profits resulting from intragroup transactions are
    eliminated from the carrying amount of assets, but no equivalent
    adjustment is made for tax purposes. The difference between the
    tax rates of the two entities will result in an impact on net
    income. This differs from Canadian GAAP, where current tax
    payable in relation to such profits is recorded as a current
    asset until the transaction is realized by the group. As a
    result, 2009 net income will decrease by $0.3 million.
    Equity will increase by $5.4 million in 2009 ($5.7 million in
    2008).Under IFRSs, deferred tax assets recognized in relation to
    share-based payment arrangements (for example, our employee
    stock option plan in the US) are adjusted each period to reflect
    the amount of future tax deductions that the company expects to
    receive based on the current market price of the shares. The
    benefit of such amounts is recognized in contributed surplus,
    and never impacts net income. Under the companys current
    Canadian GAAP policy, tax deductions for the companys
    employee stock option plan in the US are recognized as
    reductions to tax expense, within net income, in the period that
    the deduction is allowed. This difference will result in a
    decrease to net income of $7.1 million in 2009. Equity will
    increase by $105.6 million in 2009 ($57.2 million in 2008).    53




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##### Table of Contents



Standard


Description of ChangeIFRS 9, Financial
    Instruments


In November 2009, the IASB issued guidance relating to the
    classification and measurement of financial assets. Financial
    assets will generally be measured initially at fair value plus
    particular transaction costs. Financial assets will subsequently
    be measured at either amortized cost or fair value. In October
    2010, the IASB issued amendments to IFRS 9 relating to the
    accounting for financial liabilities. Under the new
    requirements, an entity choosing to measure a financial
    liability at fair value will present the portion of any change
    in its fair value due to changes in the entitys own credit
    risk in other comprehensive income, rather than within profit or
    loss. The standard must be applied retrospectively and is
    effective for periods commencing on or after January 1, 2013.
    The company is currently reviewing the standard to determine the
    potential impact on its consolidated financial statements.Amendments to IFRIC
    14, Prepayments of a Minimum
    Funding Requirement


In November 2009, the International Financial Reporting
    Interpretations Committee (IFRIC) issued amendments
    to IFRIC 14 relating to the prepayments of a minimum funding
    requirement for an employee defined benefit plan. The amendments
    apply when an entity is subject to minimum funding requirements
    and makes an early payment of contributions to cover those
    requirements. The amendments permit such an entity to treat the
    benefit of such an early payment as an asset. The amendment must
    be applied from the beginning of the first comparative period
    presented in the first financial statements in which the
    amendment is applied and is effective for periods commencing on
    or after January 1, 2011. The company is currently reviewing the
    amendments to determine the potential impact on its consolidated
    financial statements. 54




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##### Table of Contents



Standard


Description of ChangeAmendments to
    IFRS 3, Business Combinations


In May 2010, the IASB issued amendments to IFRS 3 as part of its
    annual improvements process. The amendments clarified certain
    issues related to business combinations, including: limiting the
    scope of the choice to measure non-controlling interests at fair
    value or at the proportionate share of the acquirees net
    assets; and clarifying the accounting treatment for share-based
    payment transactions that are part of a business combination.
    The amendments must be applied prospectively and are effective
    for periods commencing on or after July 1, 2010. As the company
    intends to make use of the exemption in IFRS 1 to not apply IFRS
    3 to business combinations occurring prior to the date of
    transition to IFRSs, these amendments will not impact accounting
    for any of the companys historical business combinations.Amendments
    to IFRS 7, Financial Instruments: Disclosures


In May 2010, the IASB issued amendments to IFRS 7 as part of its
    annual improvements process. The amendments addressed various
    requirements relating to the disclosure of financial
    instruments. The amendments are effective for periods commencing
    on or after January 1, 2011, with earlier application permitted.
    The company is currently reviewing the amendments to determine
    the potential impact on its consolidated financial statements.Amendments
    to IAS 1, Presentation of Financial
    Statements


In May 2010, the IASB issued amendments to IAS 1 as part of its
    annual improvements process. The amendments clarify that
    entities may present the required reconciliation of changes in
    each component of other comprehensive income either in the
    statement of changes in equity or in the notes to the financial
    statements. The amendments are effective for periods commencing
    on or after January 1, 2011, with earlier application permitted.
    The company is currently reviewing the amendments to determine
    the potential impact on its consolidated financial statements.Transition
    Requirements for Amendments
    Arising as a Result of IAS 27, Consolidated
    and Separate Financial
    Statements


In May 2010, as part of its annual improvements process, the
    IASB issued consequential amendments to IAS 21, The Effects of
    Changes in Foreign Exchange Rates, IAS 28, Investments in
    Associates and IAS 31, Interest in Joint Ventures. The
    amendments provide that certain requirements of these standards
    are to be applied prospectively and are effective for periods
    commencing on or after July 1, 2010, with earlier application
    permitted. The company is currently reviewing the amendments to
    determine the potential impact on its consolidated financial
    statements. 55




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##### Table of Contents



Standard


Description of ChangeAmendments to IAS 34,
    Interim Financial
    Reporting


In May 2010, the IASB issued amendments to IAS 34 as part of its
    annual improvements process. The amendments provided
    clarification of the disclosures required by IAS 34 when
    considered against the disclosure requirements of other IFRSs
    and are effective for periods commencing on or after January 1,
    2011, with earlier application permitted. The company is
    currently reviewing the amendments to determine the potential
    impact on its consolidated financial statements.     Estimated
    Adjustments to Net Income on Adoption of IFRSs
  (Unaudited)In millions of US dollarsFor The Year Ended December 31

2009Net Income Under Canadian GAAP


$987.8IFRSs adjustments to net income (based on differences identified
    to date):Policy choicesEmployee benefits  Actuarial gains and losses


28.6Provisions  Changes in decommissioning liabilities


TBDOtherEmployee benefits  Past service costs


17.3Employee benefits  Canadian GAAP transition amounts


0.2Borrowing costs


(8.4
)Impairment of assets


(1.0
)Share-based payments


2.4Income taxes  Tax effect of above differences


(14.8
)Income tax related GAAP differences  Quantified
    differences


(125.4
) Not yet quantified


TBD      56




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##### Table of Contents



Estimated
    Adjustments to Shareholders Equity on Adoption of
    IFRSs
  (Unaudited)In millions of US dollarsAs at December 31

2009


2008Shareholders Equity Under Canadian GAAP

$
6,500.7


$
4,588.9IFRSs adjustments to shareholders equity (based on
    differences identified to date):Policy choicesEmployee benefits  Actuarial gains and losses


(364.7
)


(369.3
)Provisions  Changes in decommissioning liabilities


TBD



TBDOtherEmployee benefits  Past service costs


14.2



(3.1
)Employee benefits  Canadian GAAP transition amounts


(2.6
)


(2.8
)Borrowing costs


(14.8
)


(6.4
)Impairment of assets


9.4



10.4Share-based payments


2.4



-Income taxes  Tax effect of above differences


130.9



137.4Income tax related GAAP differences  Quantified
    differences


127.5



78.3 Not yet quantified


TBD



TBD       RISK
    MANAGEMENT
    and/or
  Form 10-K.
   57




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##### Table of Contents



OUTLOOK
            10-year
 58




---



##### Table of Contents



2011-2013
          FORWARD-LOOKING
    STATEMENTS
  Form 10-Q,
 59




---



##### Table of Contents



Form 10-Q, 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
   60




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##### Table of Contents



PART II.
    OTHER INFORMATION
 
  ITEM 1.
    LEGAL
    PROCEEDINGS        
    BHPs failure to disclose a material condition to the BHP
    Offer that BHP shareholder approval is reasonably likely to be
    required if BHP increases the offer consideration;
    BHPs misleading and contradictory statements concerning
    its future plans to enter the potash industry as a competitor
    and its plans to run PotashCorp if its acquisition is successful;
    BHPs misleading and inconsistent positions about its plans
    with respect to Canpotex Limited, the offshore marketing company
    for Saskatchewan potash producers; and
    BHPs inconsistent statements about its plans to divest the
    nitrogen and phosphate businesses of PotashCorp.        Schedule 14D-9
    Form 10-Q.
 61




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##### Table of Contents



ITEM 5.
    OTHER
    INFORMATION          ,
  Aurora,


Weeping


WhiteNorth


Water,


Springs,Carolina


Nebraska


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


2



1



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


0



0



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


0



0



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


0



0



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


0



0



0(f)  the total dollar value of proposed assessments
    from the MHSA under the Act;

$
1,967.00


$
263.00



0(g)  the total number of mining-related fatalities; and


0



0



0(h)  the total number of legal actions pending before
    the Federal Mine Safety and Health Review Commission as of
    September 30, 2010.


1



1



3      62




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##### Table of Contents



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

6/30/20094(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

6/30/20094(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

6/30/20094(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 63




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##### Table of Contents



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)

Revolving Term Credit Facility Agreement between the Bank of
    Nova Scotia and other financial institutions and the registrant
    dated December 11, 2009.

8-K

12/15/2009

4(a)4(q)

Shareholder Rights Plan Agreement, dated August 16, 2010,
    between the registrant and CIBC Mellon Trust Company, as Rights
    Agent.

8-K/A

8/23/2010

4.1     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)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) 64




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##### Table of Contents



Incorporated ByReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of
    Document

Form

Period End Date

(if different)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-Q

9/30/200910(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)10(o)

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

10-Q

6/30/1996

10(x) 65




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##### Table of Contents



Incorporated ByReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of
    Document

Form

Period End Date

(if different)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)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) 66




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##### Table of Contents



Incorporated ByReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of
    Document

Form

Period End Date

(if different)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)

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

8-K

5/7/2010

10.110(nn)

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.  67




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##### Table of Contents



SIGNATURES
    
   By:
    /s/  Joseph
    Podwika   Senior Vice President, General Counsel and
 Secretary
    By:
    /s/  Wayne
    R. Brownlee   Executive Vice President, Treasurer and
 Chief Financial Officer
 (Principal Financial and Accounting Officer)
 68




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##### Table of Contents



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

6/30/20094(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

6/30/20094(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

6/30/20094(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




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##### Table of Contents



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)

Revolving Term Credit Facility Agreement between the Bank of
    Nova Scotia and other financial institutions and the registrant
    dated December 11, 2009.

8-K

12/15/2009

4(a)4(q)

Shareholder Rights Plan Agreement, dated August 16, 2010, between
the registrant and CIBC Mellon Trust Company, as Rights Agent.

8-K/A

8/23/2010

4.1     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)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)




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##### Table of Contents



Incorporated ByReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of
    Document

Form

Period End Date

(if different)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-Q

9/30/200910(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)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)




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##### Table of Contents



Incorporated ByReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of
    Document

Form

Period End Date

(if different)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)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)




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##### Table of Contents



Incorporated ByReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of
    Document

Form

Period End Date

(if different)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)

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

8-K

5/7/2010

10.110(nn)

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.