Exhibit 99(b)




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truth




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truth
 At PotashCorp, we believe accountability adds value
     Our Vision
  Profile




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02
    
    2009 financial highlights04
    
    Factors that shaped our performance06
    
    CEO letter10
    
    Maximize shareholder value16
    
    Be the supplier of choice20
    
    Build strong relationships with our communities24
    
    Attract and retain top talent28
    
    Achieve no harm to people/environment32
    
    Board of Directors33
    
    Senior management34
    
    Shareholder information




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2
 2009 Financial Performance Highlights
 ($ millions, except per-share data and percentages)
    
    2009
    
    2008
    
    2007
    
    2006
    
    2005Financial PositionCurrent assets
    
    
    2,271.7
    
    
    
    2,267.2
    
    
    
    1,811.3
    
    
    
    1,310.2
    
    
    
    1,110.8Property, plant & equipment
    
    
    6,413.3
    
    
    
    4,812.2
    
    
    
    3,887.4
    
    
    
    3,525.8
    
    
    
    3,262.8Other long-term assets
    
    
    4,237.2
    
    
    
    3,169.4
    
    
    
    4,017.9
    
    
    
    1,381.0
    
    
    
    984.3Total assets
    
    
    12,922.2
    
    
    
    10,248.8
    
    
    
    9,716.6
    
    
    
    6,217.0
    
    
    
    5,357.9Current liabilities
    
    
    1,559.9
    
    
    
    2,615.8
    
    
    
    1,001.9
    
    
    
    1,103.5
    
    
    
    1,096.1Long-term debt
    
    
    3,319.3
    
    
    
    1,739.5
    
    
    
    1,339.4
    
    
    
    1,357.1
    
    
    
    1,257.6Other long-term liabilities
    
    
    1,542.3
    
    
    
    1,304.6
    
    
    
    1,356.6
    
    
    
    976.1
    
    
    
    871.7Shareholders equity
    
    
    6,500.7
    
    
    
    4,588.9
    
    
    
    6,018.7
    
    
    
    2,780.3
    
    
    
    2,132.5Total liabilities & shareholders equity
    
    
    12,922.2
    
    
    
    10,248.8
    
    
    
    9,716.6
    
    
    
    6,217.0
    
    
    
    5,357.9Financial ResultsSales
    
    
    3,976.7
    
    
    
    9,446.5
    
    
    
    5,234.2
    
    
    
    3,766.7
    
    
    
    3,847.2Gross margin  Potash
    
    
    730.4
    
    
    
    3,055.5
    
    
    
    912.3
    
    
    
    561.1
    
    
    
    707.4Gross margin  Phosphate
    
    
    103.8
    
    
    
    1,114.5
    
    
    
    432.8
    
    
    
    125.3
    
    
    
    98.9Gross margin  Nitrogen
    
    
    191.8
    
    
    
    737.4
    
    
    
    536.1
    
    
    
    315.6
    
    
    
    318.7Total gross margin
    
    
    1,026.0
    
    
    
    4,907.4
    
    
    
    1,881.2
    
    
    
    1,002.0
    
    
    
    1,125.0Net income
    
    
    987.8
    
    
    
    3,495.2
    
    
    
    1,103.6
    
    
    
    631.8
    
    
    
    542.9Net income per share  diluted
    
    
    3.25
    
    
    
    11.01
    
    
    
    3.40
    
    
    
    1.98
    
    
    
    1.63Cash provided by operating activities
    
    
    923.9
    
    
    
    3,013.2
    
    
    
    1,688.9
    
    
    
    696.8
    
    
    
    865.1Additions to property, plant & equipment
    
    
    1,763.8
    
    
    
    1,198.3
    
    
    
    607.2
    
    
    
    508.6
    
    
    
    382.7




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3
  (IMAGE)Potash leads gross margin despite historically low sales volumes
Potash continues to drive our results. Even in a year when
volumes declined by 65 percent, potash
accounted for 71 percent of our total gross margin.1.76
$ billionOur continued commitment to growth
In 2009, we spent $1.76 billion on property, plant and equipment,
primarily on our potash capacity
expansion projects. Despite the global credit crisis, we successfully
issued $2 billion of senior notes, demonstrating the value of our
long-term financial strength and providing flexibility for our future
performance.
    

988
$ millionThird-highest net income in year of  severe global economic downturn
PotashCorps 2009 net income was $988 million, our third-strongest
year ever despite significantly
lower potash volumes and reduced margins in all three nutrients.(IMAGE)Steadfastly matching production to market demand
With an unprecedented drop in potash sales volumes in 2009, we
produced at approximately 30 percent
of operational capability  illustrating the depth of our strategic
commitment to matching production to market demand, even in extreme conditions.




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4
 Factors That Shaped Our Performance
 2009
 A cautious start...
  
    
    Grain and fertilizer prices  particularly for
nitrogen and phosphate  declined substantially. These
price  drops prompted farmers and fertilizer distributors to be more
conservative about spending.
    
    Potash use fell by more than 20 percent
as farmers continued to grow crops, mining residual nutrients from
the soil. Phosphate use dropped by about 10
percent. The decline
in nitrogen was less dramatic, as nitrogen is not retained in the
soil and must be replaced each season.
    
    Farmer caution led potash buyers to
withhold purchases, drawing down global distributor
inventories and reducing potash sales to their lowest level in more than
35 years. The reduction
in global demand led the potash industry to operate at roughly 50 percent
of capacity, with
curtailments estimated at more than 25 million tonnes. PotashCorp
produced at approximately 30 percent of
operational capability.
 ...A promising finish




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5
 Future
 Returning to a climate of demand growth




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6
 CEO letter
 
 William J. Doyle




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7
 Focusing on the Future
        Accountable
to All Stakeholders
  5 truths in 2009
 1
    
    Global food consumption continued to grow2
    
    Our long-term capacity expansions continued3
    
    We increased spending in our communities4
    
    We reduced our injury frequency rate5
    
    Our employee engagement levels remained high




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8
 ...our actions in 2009 were consistent with our approach of the past 20 years and will make us
stronger for decades to come. Bill Doyle, CEO
    Building Trust and Support
      
 William J. Doyle




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SETTING GOALS,
MEASURING PERFORMANCE,
BEING ACCOUNTABLE
 Five operating goals drive the strategies of our company:
 1
    
    Maximize long-term shareholder value2
    
    Be the supplier of choice to the markets we serve3
    
    Build strong relationships with and improve the socioeconomic well-being of our communities4
    
    Attract and retain talented, motivated and productive employees who are committed to our
long-term goals5
    
    Achieve no harm to people and no damage to the environment




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10
 1
GOAL
  shareholder value

(IMAGE)

Dean
Lothammer, Mine Training Coordinator at our Lanigan SK potash facility, monitors a conveyor belt




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11
 truth
 Why this goal matters
    Our approach to meeting this goal
 
    
    Enhance our competitive strengths by investing in the people and resources needed to meet our
organizational goals.
    
    Devise and execute strategies that generate future earnings growth and reduce volatility in
earnings across all business segments.
    
    Develop and implement governance practices that minimize risks, maximize management
performance and ensure we operate with integrity and transparency.
 2009 Performance
 
 TARGET
 *
 DID NOT ACHIEVE ¡
 
   
 TARGET
 *
 DID NOT ACHIEVE ¡
 
   
 TARGET
  ACHIEVED l
 
   
 
 *
    
    Sector: Weighted average (based on market capitalization) for Agrium, APC, CF Industries, ICL,
Intrepid, K+S, Mosaic, SQM, Terra, Uralkali and Yara for most recent four fiscal quarters
available.




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12
 Understanding our performance
  Focusing on potash earnings growth
  
    
    Expanding our existing capacity and infrastructure to capture a higher percentage of
anticipated demand growth than competitors, doing so at a lower cost and more quickly than a
greenfield mine; and
    
    Investing in global potash companies  Arab Potash Company (APC), Israel Chemicals Ltd.
(ICL), Sociedad Quimica y Minera de Chile (SQM) and Sinofert Holdings Limited (Sinofert)  to
participate in and develop insights about growing offshore markets.
 (IMAGE)
 Keywords: Our business, Potash




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13
 Growing our value through five-way potash leverage
 
 Price appreciation + volume growth = higher gross margin potential
  331%
 Increase
in market
value * of offshore investments compared to our acquisition costs
 *
  1
    
    Price appreciationDemand growth puts pressure on existing global potash supply, lifting per-tonne prices.2
    
    Volume growthOur ability and commitment to add more brownfield potash capacity than competitors should allow us to capture a
disproportionate share of new demand in the coming years.3
    
    Cost savingsThe operational capability we are adding carries little additional fixed costs so, as volumes
increase, per-tonne fixed costs decrease.4
    
    Tax benefitsSince only the first 5.7 million tonnes of our potash sold from Saskatchewan are subject to
provincial mining taxes, our profitability increases as volumes increase.5
    
    Offshore investmentsAs global potash markets develop and benefit our company, they should also improve the performance
and value of the potash-related companies we have invested in, adding to our bottom line.
 
  Keywords: Financial




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14
 Focusing on strengths in each nutrient that grow earnings with reduced volatility
  Potash 
 Phosphate 
 Nitrogen 
 
   Keywords: Potash, Nitrogen, Phosphate




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15
 Developing governance policies and practices that reward performance and reduce risk




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16
 2
GOAL
 Be the supplier of choice to the markets we serve

(IMAGE)




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17
 truth
 Why this goal matters
   Our approach to meeting this goal
 
    
    Build our potash capability to meet long-term growth in global demand.
    
    Listen and respond to our customers to understand their concerns and better serve their needs.
    
    Establish standards for customer service and product quality that set us apart from our competitors.
 2009 Performance
 TARGET
  ACHIEVED l
   Performance vs Competitors




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18
 
  Understanding our performance
 Building our capabilities




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19
 Upgrading transportation and distribution systems
   Sharing information to build partnerships
    The Need For Potash
 Significantly2009
    →
    RecommendedChina
    
    7.4 mmt
    →
    26.2 mmtIndia
    
    5.2 mmt
    →
    10.5 mmtBrazil
    
    5.1 mmt
    →
    11.5 mmt
   More
Food Requires More Fertilizer  Especially Potash
    Keywords:
Our business, Customers




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20
 3
GOAL
 Build strong relationships with and improve the socioeconomic well-being of our communities

Why this goal matters

Earning the support of people in the communities where we work and live is integral to our success.
We draw upon our communities for talented employees, strong suppliers and business partners and,
above all, for the right to operate our facilities.

Developing relationships helps us understand what matters to our neighbors and keeps our focus
aligned with their expectations. These relationships also help our communities better understand
our core values and operating practices, as well as the benefits our operations bring to the
region.

When our neighbors recognize our commitment to being a responsible corporate citizen, they are
inclined to become advocates for our company, enabling us to operate with confidence and invest in
further growth and development.

(IMAGE)



PotashCorp
 HR Senior Director Lee Knafelc with Principal Darryl Bazylak at St.
Mary Community School in Saskatoon SK, discussing our donation to fund a future community wellness
centre




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21
 truth
 Our approach to meeting this goal
 
    
    Provide support to organizations and events that are important to our communities.
    
    Encourage employees to be actively engaged in our communities through volunteer efforts.
    
    Support economic growth through job creation, local purchasing and taxes.
    
    Conduct surveys to measure perceptions of our performance and identify opportunities for improvement.
 2009 Performance
 TARGET
Invest up to 1 percent of after-tax earnings (on a five-year rolling
average) in communities and other philanthropic programs.
PARTIALLY
ACHIEVED    £

Our annual philanthropic donations were 0.6 percent of the rolling
five-year average of after-tax earnings.
    
    Our community donations were
$7.3 million in 2009, above the
$6.6 million in 2008 but short of our target, which was based on
record earnings over the past five years. Given the dramatic shift in
our operating environment, we balanced our commitment to corporate
giving with the need for caution in all areas of corporate spending.TARGET
Achieve a 10 percent increase in employee participation in the
matching gift program and a 10 percent increase in matching gift
donations from 2008 levels.
ACHIEVED l
Employee participation and matching gift donations exceeded
2008 levels by 10 percent and 25 percent.
    
    Despite the challenging economic climate that affected both
businesses and individuals, more of our employees participated in our
matching gift program and their 2009 donations were well above our
target of a 10 percent increase from 2008 levels.TARGET
Achieve 4 (performing well) out of 5 on community
leaders surveys.ACHIEVEDl
We scored 4 or better on all community surveys.
    
    In 2009 surveys, we earned overall
 ratings (on a 1-5 scale) of 4.3 at
Aurora, 4.1 at Cincinnati and 4.0 at Joplin. As in previous
surveys, respondents assessed our company on our social and
environmental responsibility and the degree to which
we have a positive impact on the community.TARGET
Achieve a local spending level of 60 percent on competitive terms,
excluding purchases for major expansions, energy, transportation
and raw materials.ACHIEVEDl
Local spending was 62 percent, excluding purchases for major
expansions, energy, transportation and raw materials.
    
    By supporting local businesses in the supply chain, PotashCorp
benefits from proximity of supply, contributes to local economies and
helps attract additional investment to the area. All these factors can
contribute to improved support for our operations. Our Purchasing
Policy requires managers to consider accessibility of supply and
potential contribution to the local economy, in addition to price and
quality, when making supplier choices.
 Keywords: Communities




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22
 Understanding our performance
  Investing in Our Communities
    
 Trinidad Model Farm




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23
 Building Networks of Support
    Contributing to Economic Development
    Responding to Stakeholder Feedback
    $3.2 billion
 New GDP in Saskatchewan from potash construction projects




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24
 4
GOAL
 Attract and retain talented, motivated and productive employees who are committed to our long-term goals

Why this goal matters

In a growing business, with some employees nearing retirement and competition for job applicants
rising, the need to secure qualified personnel becomes ever more critical to meeting our company
goals.

Retaining our talent is also key. By supporting and rewarding the people best able to meet the
unique challenges of our business, we motivate employees to perform, preserve the continuity of our
operations and reduce the costs associated with high turnover.

(IMAGE)



Shaft Supervisor Chris Hanson inspects the braking system on a potash ore  hoisting system at our Lanigan SK mine




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25
 truth
 Our approach to meeting this goal
 
    
    Hire candidates who want to grow with the company.
    
    Target key growth positions, looking for candidates with the skills and traits that are likely to result in long-term, productive employment.
    
    Offer competitive compensation and benefits, including incentives that align employee performance
and motivation with corporate goals.
    
    Enable employees to move among departments and facilities to improve skills and maximize
natural aptitudes and talents.
    
    Fill most management positions internally.
    
    Engage employees to learn how we can improve our culture and employee satisfaction.
 2009 Performance
 TARGET
Achieve an average employee engagement score of at least
75 percent on the annual survey.
ACHIEVEDl
The average employee engagement score was 76 percent.
    
    Overall average score at the sites
surveyed is up 10.9 percent since 2007, when they were last polled in
the two-year rotation. Scores of our managers clarity of
communication and feedback rose from 61 percent in 2007 to 65.9
percent in 2009.
In 2007, the lowest score  regarding the extent to which we help
employees learn and grow in their jobs  was 49.6 percent. In 2009,
we scored 65.5 percent, the result of company-wide initiatives that
included efforts to improve bench skills for front-line supervisors.We also developed universal core leadership competencies to bring
consistency to training programs.TARGET
Fill at least 75 percent of senior staff openings with
internal candidates.
ACHIEVEDl
We filled 89 percent of senior staff openings with internal
candidates.
    
    Nearly 90 percent of senior staff openings in 2009 were filled with
people promoted or transferred within the company (since 2006, we
have averaged nearly 80 percent). We try to fill most positions
internally
because it motivates employees to succeed, broadens their knowledge
base and provides continuity for our operations.We also worked to improve our ability to identify and develop high-potential talent by enhancing our succession planning process. This
included discussions with senior management on key talent, critical
positions and development needs and opportunities.TARGET
Fill all staff-level job openings within an average of 30 days.
DID NOT ACHIEVE  ¡
The average time required to fill staff-level job postings was
34 days.
    
    Measuring time to fill staff openings helps reveal the impact of our
recruiting efforts and our desirability as an employer. It also allows
us to monitor potential barriers to recruiting, such as geography or
demographics, and to tailor our efforts accordingly.
 Keywords: Employees




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26
 Understanding our performance
 Cultivating loyalty
    4.5%   Employee turnover in Canada was reduced from 7.8 percent in 2008, despite the need for production shutdowns and record temporary layoffs.
 (IMAGE)
  
  (IMAGE)
  
  (IMAGE)Ann Lang, Engineer,Technical Services Department, Aurora
  
  Stan Langley,Training Coordinator, Rocanville
  
  Ken Tyll,Plant Support Personnel, Lima




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27
 Improving recruitment efforts and opportunities
     
   (IMAGE)
  
  (IMAGE)
  
  (IMAGE)Andre King, Production Foreman,Mill Operations,
Aurora
  
  Robert Hiss, Mechanical IntegrityEngineer, Lima
  
  Amber Grinstead, Buyer Coordinator,White Springs




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28
 5
GOAL
 Achieve no harm to people and no damage to the environment

(IMAGE)

Don Dahlgren, Senior
Environmental Engineer, and his son Kyle walk through the 10-year-old reclamation project at White Springs FL




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29
 truth
 Why this goal matters
    Our approach to meeting this goal
 
    
    Foster a culture of safety awareness and environmental responsibility that works proactively
to reduce at-risk behaviors and hazards, enhance efficiency and minimize the impact of our
operations on the environment.
 
    
    Measure the frequency and severity of workplace injuries to ensure accountability in our
safety program.
 
    
    Closely monitor the environmental impact of our operations, making improvements to equipment
and processes to reduce our environmental footprint.
    
    Align executive and employee compensation with corporate goals by embedding safety and
environmental performance metrics prominently in bonus programs.
 2009 Safety Performance
 TARGET
Reduce total site* severity injury frequency rate** by 25
percent
from 2008 levels by the end of 2011.
ACHIEVEDl
We met our three-year target in 2009, achieving a 25 percent
reduction from 2008.
    
    Through increased training, heightened awareness and the
vigilant application of our peer-based observation system (the
Behavioral Accident Prevention Process, or BAPP), we reached
this three-year target in a single year. We responded by setting a
new three-year target for 2010 with a further 10 percent reduction
by the end of 2012.TARGET
Achieve zero life-altering injuries at our sites.*
DID NOT ACHIEVE  ¡

There was a fatality at one of our potash facilities in 2009.
    
    Sadly, we did not reach this goal. We had a fatality at our New Brunswick facility in
November when an underground pipefitter was struck by a pipe
during installation. We responded by rigorously re-evaluating the
safety commitment of all managers, supervisors, employees and
contractors. We also continue to focus on training, particularly regarding
performing tasks safely and consistently.
 
 *
    
    Total site includes PotashCorp employees, contract employees and all others on site.**
    
    Severity injury frequency rate is the total of lost-time injuries and modified work injuries for every 200,000 hours worked. Keywords: Safety, Environment




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30
 Understanding our performance
   2009 Safety Performance Highlights
 
    
    Established new record lows for PotashCorp in recordable and
lost-time injury (LTI) rates. A 41
percent reduction in the LTI rate was achieved company-wide, along
with a 27 percent decline in the
Occupational Safety and Health Administration (OSHA) recordable rate.
    
    Set new records in LTI and OSHA recordable rates in our phosphate division. Our increasing
emphasis on contractor safety performance also yielded success. Total
site  recordable and LTI injury
rates were down 20 percent and 37 percent, respectively, from 2008.
    
    Achieved 8 million safe work hours at our Trinidad nitrogen facility, and 5 years without a
lost-time injury at our Patience Lake potash facility and our Weeping Water phosphate feed
plant.
    
    Continued to seek ways to proactively assess program weaknesses, align tactics with corporate
goals and share best practices within the company under the guidance of the Senior Safety
Leadership Team.
    
    Added a new position  Manager, Preparedness & Response  to support sites in our emergency
response efforts. The improvements in this area helped our Trinidad emergency response crew
successfully control a difficult hydrogen fire early in 2009.
 41%   Year-over-year reduction in lost-time injury rate
 27%
  Decline in OSHA recordable rate
 Aurora Mining Permit Extension
   .




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31
 2009 Environmental Performance
 TARGET
Reduce company-wide
greenhouse gas emissions
per tonne of
product by 10 percent by
the end of 2012, compared
to 2007.
    
    While monitors establish an emission baseline at these two nitrogen
facilities, we are evaluating the installation of GHG controls there. Further efforts to reduce greenhouse gases await clarification of
legislation in the US, where much of our GHG emissions occur.ACHIEVEDl
On schedule. We have
installed greenhouse gas (GHG)
monitoring
equipment at two of our
nitrogen facilities, and
have plans in place
to meet our 2012 target.TARGET
Reduce total reportable
releases, permit excursions
and spills by
15 percent from 2008 levels.
DID NOT ACHIEVE  ¡

Total reportable releases,
permit excursions and
spills were 16 percent
higher than in 2008.
    
    In the US, the number of Reportable Quantity Releases was down by
14 percent, but permit violations increased in number from four to
seven  primarily as a result of excursions at Cincinnati that were
quickly corrected through installation of new equipment. We had
more spills in our potash division, mostly saltwater spills associated
with disposal of water inflow at New Brunswick that was corrected
through construction of a new pipeline.




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32
 
 
 Board of Directors

Top (L to R) Christopher M. Burley
A,D
Calgary AB 
Corporate Director and former Managing
Director and Vice Chairman, Energy of 
Merrill Lynch Canada Inc. Elena Viyella de Paliza C
Dominican Republic President of
Inter-Quimica, S.A., 
Monte Rio Power Corp and Indescorp, S.A. William J. Doyle
Winnetka IL 
President and CEO of PotashCorp Keith G. Martell B,D
Saskatoon SK 
Chairman and Chief Executive Officer 
of First Nations Bank of Canada
    
    C. Steven Hoffman C,D
Lincolnshire IL
Former senior executive
of IMC Global Inc.Alice D. Laberge A,D
Vancouver BCCorporate Director and former President
and CEO of Fincentric
CorporationBottom (L to R)
Jeffrey J. McCaig B,D
Calgary AB
Chairman and CEO of
Trimac Group of CompaniesMary Mogford A,B
Newcastle ON
Corporate Director and former
Ontario Deputy Minister of
Finance
and of Natural Resources
    
    John W. Estey B,C
Glenview IL
President and CEO of
S&C Electric CompanyDallas J. Howe (Chair) A
Calgary AB
Owner and CEO of DSTC Ltd.E. Robert Stromberg, QC C
Jackfish Lake SK
Formerly associated with the law firm
Robertson Stromberg PedersenPaul J. Schoenhals B,C
Calgary ABRetired President and CEO of Enform
and
Chairman of the PCS Crown Corporation
from 1987 to 1989

Committees:    ACorporate Governance and Nominating    BCompensation    CSafety, Health and
Environment    DAudit

Keywords: Board bios




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33
 
 
 Senior Management

Top (L to R) 
Robert A. Jaspar
Senior Vice President 
Information Technology Barbara Jane Irwin
Senior Vice President 
Administration William J. Doyle
President and 
Chief Executive Officer Daphne J. Arnason
Vice President 
Internal Audit Garth W. Moore
President 
PCS Potash
    
    John R. Hunt
Vice President
Safety, Health and EnvironmentStephen F. Dowdle
Senior Vice President
Fertilizer Sales, PCS SalesBottom (L to R)
G. David Delaney
President
PCS SalesJoseph A. Podwika
Senior Vice President
General Counsel and SecretaryWayne R. Brownlee
Executive Vice President
and Chief Financial Officer
    
    Karen G. Chasez
Vice President
ProcurementThomas J. Regan, Jr.
President
PCS Phosphate and PCS NitrogenDenis A. Sirois
Vice President
and Corporate ControllerJames F. Dietz
Executive Vice President
and Chief Operating OfficerDenita C. Stann
Senior Director
Investor Relations

Keywords:
Mgmt bios




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34
 Shareholder Information

Annual Meeting

The Annual Shareholders Meeting will be held at 10:30 a.m. Central Standard Time May 6, 2010 in the
Grand Salon, TCU Place, 35  22nd Street East, Saskatoon, Saskatchewan.

It will be carried live on the companys website, www.potashcorp.com.

Holders of common shares as of March 11, 2010 are entitled to vote at the meeting and are
encouraged to participate.

Dividends

Dividend amounts paid to shareholders resident in Canada are adjusted by the exchange rate
applicable on the dividend record date. Dividends are normally paid in February, May, August and
November, with record dates normally set approximately three weeks earlier. Future cash dividends
will be paid out of, and are conditioned upon, the companys available earnings. Shareholders who
wish to have their dividends deposited directly to their bank accounts should contact the transfer
agent and registrar, CIBC Mellon Trust Company.

Registered shareholders can have dividends reinvested in newly issued common shares of PotashCorp
at prevailing market rates.

Information for Shareholders Outside Canada

Dividends paid to residents in countries with which Canada has bilateral tax treaties are generally
subject to the 15 percent Canadian non-resident withholding tax. Shareholders in the United States
who have not filed a W-9 are also subject to the backup withholding tax (currently 28 percent).
There is no Canadian tax on gains from the sale of shares (assuming ownership of less than 25
percent) or debt instruments of the company owned by non-residents not carrying on business in
Canada. No government in Canada levies estate taxes or succession duties.

Investor Inquiries

Denita Stann, Senior Director, Investor Relations 
Canada: (800) 667-0403
US: (800) 667-3930 
email: ir@potashcorp.com 
Visit us at www.potashcorp.com

Corporate Offices

Canada:
    
    US:Suite 500, 122  1st Ave S
    
    Suite 400, 1101 Skokie BlvdSaskatoon SK S7K 7G3
    
    Northbrook IL 60062Phone: (306) 933-8500
    
    Phone: (847) 849-4200

(IMAGE)




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35
 Common Share Transfer Agent
 
  Ownership
  
 
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36
 Forward-Looking Statements
  Market and Industry Data Statement
   Sources, Abbreviations and Terms
 APC
    
    Arab Potash Company Ltd. (Amman: ARPT), JordanCanpotex
    
    Canpotex Limited, CanadaFertecon
    
    Fertecon Limited and Fertecon Research Centre Limited, UKICL
    
    Israel Chemicals Ltd. (Tel Aviv: ICL), IsraelIPNI
    
    International Plant Nutrition Institute, USAMT
    
    Metric TonneMMT
    
    Million  TonnesNYSE
    
    New York Stock Exchange, USASinofert
    
    Sinofert Holdings Limited (HKSE, 0297.HK), ChinaSQM
    
    Sociedad Quimica y Minera de Chile S.A. (Santiago
Bolsa de Comercio Exchange, NYSE: SQM), Chile
 * Footnote to ReconciliationPotashCorp uses cash flow and cash flow return as supplemental
measures to evaluate the performance of the companys assets in
terms of the cash flow they have generated. Calculated on the total
cost basis of the companys assets rather than on the depreciated
value, these measures reflect cash returned on the total investment
outlay. The company believes these measures are one of the best
predictors of shareholder value. As such, management believes this
information to be useful to investors. Reconciliation for Cash Flow Return*
 (in millions of US dollars)
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Net income
    
    
    987.8
    
    
    
    3,495.2
    
    
    
    1,103.6
    
    
    
    631.8
    
    
    
    542.9Income taxes
    
    
    83.5
    
    
    
    1,077.1
    
    
    
    416.2
    
    
    
    158.1
    
    
    
    267.4Change in
unrealized (gain) loss  on derivatives included in
net income
    
    
    (56.4
    )
    
    
    68.8
    
    
    
    (16.9
    )
    
    
    
    
    
    
    Interest expense
    
    
    120.9
    
    
    
    62.8
    
    
    
    68.7
    
    
    
    85.6
    
    
    
    82.3Current income taxes
    
    
    119.7
    
    
    
    (994.9
    )
    
    
    (296.6
    )
    
    
    (108.1
    )
    
    
    (227.3
    )Depreciation and amortization
    
    
    312.1
    
    
    
    327.5
    
    
    
    291.3
    
    
    
    242.4
    
    
    
    242.4Cash flow
    
    
    1,567.6
    
    
    
    4,036.5
    
    
    
    1,566.3
    
    
    
    1,009.8
    
    
    
    907.7Total assets
    
    
    12,922.2
    
    
    
    10,248.8
    
    
    
    9,716.6
    
    
    
    6,217.0
    
    
    
    5,357.9Cash and cash equivalents
    
    
    (385.4
    )
    
    
    (276.8
    )
    
    
    (719.5
    )
    
    
    (325.7
    )
    
    
    (93.9
    )Fair value of derivative assets
    
    
    (9.0
    )
    
    
    (17.9
    )
    
    
    (135.0
    )
    
    
    
    
    
    
    Accumulated depreciation of property, plant and equipment
    
    
    2,711.7
    
    
    
    2,526.6
    
    
    
    2,280.7
    
    
    
    2,073.8
    
    
    
    1,927.7Net unrealized gains on available-for-sale securities
    
    
    (1,900.8
    )
    
    
    (885.7
    )
    
    
    (2,284.1
    )
    
    
    
    
    
    
    Accumulated amortization of other assets and intangible assets
    
    
    50.0
    
    
    
    73.4
    
    
    
    59.0
    
    
    
    72.6
    
    
    
    66.4Accumulated amortization of goodwill
    
    
    7.3
    
    
    
    7.3
    
    
    
    7.3
    
    
    
    7.3
    
    
    
    7.3Payables and accrued charges
    
    
    (779.3
    )
    
    
    (1,183.6
    )
    
    
    (911.5
    )
    
    
    (545.2
    )
    
    
    (842.7
    )Adjusted assets
    
    
    12,616.7
    
    
    
    10,492.1
    
    
    
    8,013.5
    
    
    
    7,499.8
    
    
    
    6,422.7Average adjusted assets
    
    
    11,554.4
    
    
    
    9,252.8
    
    
    
    7,756.7
    
    
    
    6,961.3
    
    
    
    6,159.0Cash flow return
    
    
    13.6
    %
    
    
    43.6
    %
    
    
    20.2
    %
    
    
    14.5
    %
    
    
    14.7
    %




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truth
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accountability doesnt end here




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truth