##### Table of Contents



POTASH
    CORPORATION OF SASKATCHEWAN INC.
  
 ANNUAL REPORT ON
    FORM 10-K
 FOR THE YEAR ENDED DECEMBER 31,
    2007




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Form 10-K
  ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT
    OF 1934
        Potash
    Corporation of Saskatchewan Inc.
 (Exact name of the registrant as
    specified in its charter)
  Canada(State or other jurisdiction
    of
    incorporation or organization)

N/A(I.R.S. employer
    identification no.)   Suite 500,
    122  1st Avenue
    South
 Saskatoon, Saskatchewan, Canada S7K 7G3
 306-933-8500
 (Address and telephone number of
    the registrants principal executive offices)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of each class

Name of exchange on which
    registeredCommon Shares, No Par Value

New York Stock Exchange     Securities registered pursuant to Section 12(g) of the
    Act:
  Securities Act
 þ o
  Act
 o þ
  Securities Exchange Act of 1934
 þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2 Exchange Act
  þ o
  o o
  Rule 12b-2 Act
 o þ
    DOCUMENTS INCORPORATED BY REFERENCE




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##### 





POTASH
    CORPORATION OF SASKATCHEWAN INC. Form 10-K
    Annual Report
    For the Fiscal Year Ended December 31, 2007
  Table of
    Contents
  FORWARD-LOOKING STATEMENTS


1PART I


3Item 1.

Business


3General


3Potash Operations


4Nitrogen Operations


8Phosphate Operations


10Marketing


14Distribution and Transportation


16Competition


17Employees


18Royalties and Certain Taxes


19Environmental Matters


19Our Executive Officers


24Presentation of Financial
    Information


24Where You Can Find More
    Information


24Item 1A.

Risk Factors


25Item 1B.

Unresolved Staff Comments


28Item 2.

Properties


28Item 3.

Legal Proceedings


28Item 4.

Submission of Matters to a Vote of Security
    Holders


28PART II


29Item 5.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


29Item 6.

Selected Financial Data


29Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


30Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


30Item 8.

Financial Statements and Supplementary Data


30Item 9.

Changes In and Disagreements With Accountants on
    Accounting and Financial Disclosure


30Item 9A.

Controls and Procedures


30Item 9B.

Other Information


30PART III


31Item 10.

Directors, Executive Officers and Corporate
    Governance


31Item 11.

Executive Compensation


31Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


31Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


31Item 14.

Principal Accounting Fees and Services


31PART IV


32Item 15.

Exhibits and Financial Statement Schedules


32List of Documents Filed as Part of
    this Report


32SIGNATURES


37Exhibit 10(n)Exhibit 11Exhibit 12Exhibit 13Exhibit 21Exhibit 23Exhibit 31(a)Exhibit 31(b)Exhibit 32Exhibit 99(a)Exhibit 99(b)     (i)




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##### Table of Contents



Forward-Looking
    Statements
  U.S. Private Securities
    Litigation Reform Act of 1995
    
    variances from our assumptions with respect to foreign exchange
    rates, expected growth, results of operations, performance,
    business prospects and opportunities and effective income tax
    rates;
    fluctuations in supply and demand for fertilizer, including
    fluctuations as a result of economic or political conditions in
    our markets, which, among other things, can cause volatility in
    the prices of our fertilizer products;
    changes in competitive pressures, including pricing pressures;
    the results of negotiations with China and India;
    timing and amount of capital expenditures;
    unexpected or adverse weather conditions, which can impact
    demand for fertilizer and timing of fertilizer sales during the
    year;
    volatility in the price of natural gas, which is the primary raw
    material used for our nitrogen products, and risks associated
    with our continued ability to manage natural gas costs in the
    United States through hedging activities;
    fluctuations in the prices and availability of other raw
    materials, including sulfur, which is a primary input in our
    phosphate operations;
    fluctuations in the cost and availability of transportation and
    distribution for our raw materials and products, including
    railcars and ocean freight;
    unexpected geological conditions, including water inflows;
    imprecision in reserve estimates;
    changes in capital markets and corresponding effects on our
    investments, including our investments in auction rate
    securities, and changes in currency and exchange rates;
    the outcome of legal proceedings;
    strikes or other forms of work stoppage or slowdown;
    changes in, and the effects of, government regulations,
    including environmental regulations and regulations and actions
    affecting our transportation and sale of natural gas, which
    could increase our costs of compliance and otherwise affect our
    business;
    acquisitions we may undertake in the future; and
    earnings, exchange rates and the decisions of taxing
    authorities, all of which could affect our effective tax rates.      FORM
    10-K ï Forward-Looking
    Statements
 Page  1




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FORM
    10-K ï Forward-Looking
    Statements
 Page  2




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##### Table of Contents



Part I
  Item 1.
    Business.  General              st (306) 933-8500.
  History
  Canada Business
    Corporations Act
    
    the New Brunswick potash mine and port facilities and our
    Patience Lake mine in Saskatchewan in 1993;
    PCS Phosphate Company, Inc. (formerly Texasgulf Inc.) and White
    Springs Agricultural Chemicals, Inc., phosphate fertilizer and
    feed producers, in 1995;
    Arcadian Corporation, a producer of nitrogen fertilizer,
    industrial and feed products, in 1997;  FORM
    10-K ï Part
    I
 Page  3




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##### Table of Contents




    PCS Cassidy Lake, a potash mill facility located at Clover Hill,
    New Brunswick, in 1998;
    approximately 9% of the outstanding shares of Israel Chemicals
    Ltd. (ICL) pursuant to a public offering by the
    State of Israel in 1998. In June 2005, we acquired twenty-one
    million additional shares in ICL, increasing our ownership
    interest to 10%;
    PCS Purified Phosphates (formerly a joint venture we had with
    Albright & Wilson Americas Inc.), a phosphoric acid
    joint venture, in 2000;
    20% of the total outstanding equity of Sociedad Química y
    Minera de Chile S.A. (SQM), a Chilean specialty
    fertilizer, iodine and lithium company, in transactions in
    October 2001 and April and May of 2002. In 2004, we sold a
    portion of this investment and subsequently acquired ICLs
    entire indirect interest in SQM, resulting in an indirect
    holding of 24.99% of the outstanding equity of SQM. In October
    and December 2006 and July 2007, we increased our investments in
    SQM to 32% of SQMs outstanding equity;
    26% of the shares of Arab Potash Company (APC) from
    Jordan Investment Corporation, an arm of the Jordanian
    government, in October of 2003. In June 2005, we acquired one
    million additional shares in APC and in April 2006, we acquired
    220,100 additional shares in APC, increasing our ownership
    interest to approximately 28%; and
    9.99% of the shares of Sinofert Holdings Limited
    (Sinofert), a vertically-integrated fertilizer
    company and a subsidiary of Sinochem Corporation, in July 2005.
    In February 2006, we exercised an option to acquire an
    additional 10.01% of the shares of Sinofert, increasing our
    ownership interest to 20%. During July 2007, our ownership
    interest was diluted to approximately 19% due to the issuance of
    shares by Sinofert. In January 2008, we acquired approximately
    194.3 million additional shares of Sinofert, restoring our
    ownership interest to approximately 20%. Potash
    Operations    Properties
        FORM
    10-K ï Part
    I
 Page  4




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##### Table of Contents



Production
    2 2
    FORM
    10-K ï Part
    I
 Page  5




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##### Table of Contents



AnnualCapacity


2007 Production


2006 Production


2005 ProductionFinished








Finished








Finished








FinishedProduct


Ore





Product


Ore





Product


Ore





Product(Millions


(Millions


Grade


(Millions


(Millions


Grade


(Millions


(Millions


Grade


(Millionsof tonnes)


of tonnes)


%
    K2O


of tonnes)


of tonnes)


%
    K2O


of tonnes)


of tonnes)


%
    K2O


of tonnes)Lanigan


3.828



7.201



20.07



1.907



5.416



20.16



1.471



7.439



20.33



2.023Rocanville


3.044



7.657



24.26



2.647



5.675



23.99



1.897



7.519



24.70



2.573Allan


1.885



4.906



25.66



1.744



2.984



25.14



0.992



4.323



24.19



1.431Cory


1.361



2.672



24.20



0.768



2.545



25.12



0.772



2.753



24.90



0.826Patience
    Lake(1)


1.033











0.257











0.190











0.251Esterhazy(2)


1.313











1.043











0.953











0.953New Brunswick


0.785



2.427



22.89



0.793



2.273



23.03



0.743



2.284



23.37



0.759Totals


13.249



24.863







9.159



18.893







7.018



24.318







8.816
  (1)
    Solution mine.(2)
    Product tonnes received at Esterhazy are based on a mining and
    processing agreement with Mosaic.    Reserves
      Mineral Reserves


Average(Millions of
    tonnes


Grade


Years of
    Remainingrecoverable
    ore)(1)(2)(3)


K2O


Mine
    Life(4)Allan


316



25.9%



78Cory


224



25.1%



84Lanigan


513



22.0%



77Rocanville


422



22.5%



61Patience
    Lake(5)










Esterhazy(6)


13



24.5%



4New
    Brunswick(7)


196



24.6%



84
  (1)
    Mineral reserves include proven and probable reserves. There has
    been no third party review of reserve estimates within the last
    three years.(2)
    The extraction ratio of recoverable ore to in-place material for
    each mine is as follows: Allan 0.32, Cory 0.26, Lanigan 0.30,
    Rocanville 0.33 and New Brunswick 0.46.  FORM
    10-K ï Part
    I
 Page  6




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##### Table of Contents



(3)
    The concentration of recoverable ore tonnes to finished product
    (KCl) for each of the divisions is as follows (three-year
    running average): Allan 2.93, Cory 3.37, Lanigan 3.71,
    Rocanville 2.93 and New Brunswick 3.04.(4)
    Estimates are based upon proven and probable reserves and annual
    mining rates (million tonnes of ore hoisted per year) equal to
    the three-year running average for each of the divisions as
    follows: Allan 4.07, Cory 2.66, Lanigan 6.69, Rocanville 6.95
    and New Brunswick 2.33. Mining rates are constrained by the
    equipment and manpower we utilize at each mine so that our
    production capacity at each mine depends, in part, on the ore
    concentration ratio encountered at each mine. Years of remaining
    mine life, in the case of the Saskatchewan mines, do not include
    any announced expansions and, in the case of the New Brunswick
    mines, are based upon applying the current annual mining rate to
    the expanded reserves.(5)
    Given the characteristics of the solution mining method employed
    at the Patience Lake mine, it is not possible to estimate
    reliably the productive capacity of or the recoverable ore
    reserve from this operation. In solution mining, the potash is
    dissolved in warm brine and pumped to the surface for
    processing. Chemical compositions and volumes of brine pumped
    into and out of the underground mineralized zone are known, but
    the precise nature of the solution mining process is not.
    Estimates are made utilizing the surfaces available for
    dissolution in the abandoned mine workings, the concentration of
    the circulated brine recovered from the mine, annual
    crystallization rates in the ponds and the annual volume of KCl
    recovered from the ponds. However, this inability to properly
    describe details of the mining process precludes reporting of an
    ore reserve for Patience Lake. The extent of the Patience Lake
    potash resource is given in the next table. The Patience Lake
    operation accounted for only 2.8% of the Companys potash
    production in 2007.(6)
    At Esterhazy, mine operator Mosaic mines potash for which the
    Company holds mineral rights. Production is carried out under a
    mining and processing agreement with Mosaic. The Esterhazy
    mineral reserve tonnage presented here is the current estimate
    of mineable tonnes remaining in the Companys lands after
    reconciliation of historic tonnes mined and product received
    from Mosaic. Since the tonnage of product to be received by the
    Company is based on an agreement with Mosaic, the entire tonnage
    available is placed in the Mineral Reserves (Millions of
    tonnes recoverable ore) category. The Years of
    Remaining Mine Life reported for Esterhazy assumes that
    the nominated amount for 2008 and the maximum amount of product
    under the agreement for subsequent years will be received by the
    Company.(7)
    At New Brunswick, as a result of additional study and analysis
    in 2007, a portion of the Picadilly potash mineralization,
    reported as a measured mineral resource in previous years, has
    been recategorized as a reserve.  Resources
      
    areas with detailed exploration coverage (drilling, seismic,
    close to underground workings) are reported in the measured
    mineral resource category;
    areas with sparse exploration coverage (usually seismic coverage
    only) and far from underground workings are reported in the
    indicated mineral resource category;
    areas with limited exploration coverage, but still within the
    mining lease, are reported in the inferred mineral resource
    category.      
    areas with many drillhole intersections within a seismically
    defined area and with consistent stratigraphy, mineralogy and
    potash quality are reported in the measured mineral resource
    category;
    areas with few drill intersections within a seismically defined
    area, or with structurally modified (folded) and less consistent
    mineralogy, but still exhibiting good quality potash
    intersections, are reported in the indicated mineral resource
    category;  FORM
    10-K ï Part
    I
 Page  7




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##### Table of Contents




    areas with little or no drilling, complex geology, partial
    seismic coverage
    and/or
    inconsistent potash quality in drill intersections are reported
    in the inferred mineral resource category.      Mineral ResourceMeasured Resource


Indicated
    Resource


Inferred Resource(Millions of
    tonnes


(Millions of
    tonnes


(Millions of
    tonnesin-place)


in-place)


in-place)Allan


1,112







3,977Cory


958



148



3,069Lanigan


1,309



2,183



1,755Rocanville










1,056Patience
    Lake(1)










Esterhazy(2)










New Brunswick






153



319
  (1)
    Given the characteristics of the solution mining method employed
    at the Patience Lake mine as described in footnote 5 in the
    Mineral Reserve table, it is not possible to
    estimate reliably the resource tonnage from this operation at
    present.(2)
    Since mining at Esterhazy is carried out under an agreement with
    mine operator Mosaic, all potash tonnes anticipated from this
    operation are reported in the Mineral Reserve table.
    The Company holds no mineral resource tonnage over and above the
    reported reserve at Esterhazy.  43-101.
    
    reviewing underground potash sample information (boreholes and
    in-mine ore samples);
    reviewing surface geophysical exploration results (3D and 2D
    seismic data);
    cross-checking mined-tonnages reported by minesite technical
    staff with tonnages estimated from mine survey information; and
    cross-checking reserve and resource computations carried out by
    senior mine technologists. Nitrogen
    Operations    FORM
    10-K ï Part
    I
 Page  8




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##### Table of Contents



Properties
    Plant Locations

Nitrogen Products
    ProducedAugusta, Georgia

Ammonia, urea, nitric acid, ammonium nitrate and nitrogen
    solutionsGeismar,
    Louisiana(1)

Ammonia, nitric acid and nitrogen solutionsLima,
    Ohio(2)

Ammonia, urea, nitric acid and nitrogen solutionsPoint Lisas, Trinidad

Ammonia and urea
  (1)
    In June 2003, we suspended production of ammonia and nitrogen
    solutions at Geismar due to high U.S. natural gas costs and
    low product margins. On September 15, 2005, nitrogen
    solutions production in Geismar was restarted.(2)
    INEOS USA LLC operated the Lima facility under an operating
    agreement with the Company which terminated on December 31,
    2007, after which the Company commenced operating the facility.  Production
      Ammonia(1)(Millions of tonnes)Annual


2007


2006


2005Capacity


Production


Production


ProductionTrinidad


2.177



2.077



1.932



1.887Augusta, GA


0.688



0.610



0.633



0.655Lima, OH


0.588



0.531



0.339



0.382Geismar,
    LA(2)


0.483











Total


3.936



3.218



2.904



2.924
  (1)
    A substantial portion is upgraded to value added products.(2)
    Indefinitely shut down production of ammonia and nitrogen
    solutions on June 4, 2003; restarted nitrogen solutions
    production on September 15, 2005 on a demand basis.  Raw
    Materials
    FORM
    10-K ï Part
    I
 Page  9




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##### Table of Contents



Phosphate
    Operations    Properties
  2 5
      
    
    animal feed plants in Marseilles, Illinois; Weeping Water,
    Nebraska; Joplin, Missouri; and Sao Vincente, Brazil;
    a technical and food grade phosphate plant in Cincinnati, Ohio;
    and
    terminal facilities at Morehead City, North Carolina and
    Savannah, Georgia.   FORM
    10-K ï Part
    I
 Page  10




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##### Table of Contents



Plant Locations

Phosphate Products
    ProducedAurora, North Carolina

DAP, MAP, SPA, animal feed, liquid fertilizer, purified acid,
    merchant grade phosphoric acid (MGA), STFWhite Springs,
    Florida(1)

SPA, DAP, MAP,
    MGA(2),
    animal feedCincinnati, Ohio

Blended purified acid productsGeismar,
    Louisiana(3)

MGAMarseilles, Illinois

Animal feedWeeping Water, Nebraska

Animal feedJoplin, Missouri

Animal feedSao Vincente, Brazil

Animal feed




| |     |                                                                                                                                      | 
| | --- | ------------------------------------------------------------------------------------------------------------------------------------ | 
| | (1) | In 2005, production of DFP at this location was suspended
    indefinitely.                                                          | 
| | (2) | All of the MGA is consumed internally in the production of
    downstream products.                                                  | 
| | (3) | In 2006, production of superphosphoric acid and ammonium
    polyphosphate products at this location was suspended
    indefinitely. | 



Production
























FORM
    10-K ï Part
    I


Page  11




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##### Table of Contents



Phosphate Rock(Millions of tonnes)Annual


2007


2006


2005Capacity


Production


%
    P2O5


Production


%
    P2O5


Production


%
    P2O5Aurora, NC


6.0



4.086



27.39



4.577



27.62



4.417



27.68White Springs, FL


3.6



3.226



29.87



3.114



29.79



3.186



30.28Geismar, LA


























Total


9.6



7.312







7.691







7.603
  Phosphoric Acid(Millions of tonnes
    P2O5)Annual


2007


2006


2005Capacity


Production


Production


ProductionAurora, NC


1.202



1.083



1.080



1.048White Springs, FL


0.966



0.925



0.881



0.865Geismar, LA


0.202



0.156



0.147



0.184Total


2.370



2.164



2.108



2.097
  Reserves
  2 5
        FORM
    10-K ï Part
    I
 Page  12




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##### Table of Contents



2 5


Tonnes ofPhosphate Rock


Average Grade(Millions of tonnes)


%
    P2O5Aurora


344



30.7%White Springs


50



30.7%Total


394


20-year
    43-101.
    
    existing reserve areas for ownership status and mining
    parameters;
    drill hole database;
    surveyed areas mined, sterilized, acquired or deleted;
    the calculated area of drill hole influence; and
    the calculation of the in situ tonnes of
    P2O5
    depleted or added as summarized in monthly and annual reports.    
    existing reserve areas for ownership status and mine geometry
    parameters;
    existing and new drill hole data;
    input and output parameters for analysis in geostatistical
    three-dimensional modeling software developed by a third-party
    vendor;
    mined-tonnage reported by mine operations staff with tonnages
    forecast by Mine Planning staff; and
    reserve computations carried out by senior staff geologist.  FORM
    10-K ï Part
    I
 Page  13




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##### Table of Contents



Marketing    2007


2006


2005(millions of dollars)PotashCanada

$
88.0


$
65.7


$
69.3United States


764.7



557.5



576.6Canpotex(1)


782.7



467.1



577.1Other


161.8



137.2



118.1Total

$
1,797.2


$
1,227.5


$
1,341.1NitrogenCanada

$
1.3


$
13.9


$
16.8United States


1,651.0



1,185.2



1,262.1Other


147.6



85.0



89.9Total

$
1,799.9


$
1,284.1


$
1,368.8PhosphatesCanada

$
125.7


$
78.1


$
89.1United States


1,076.2



799.9



754.3PhosChem(1)


264.6



232.2



166.7Other


170.6



144.9



127.2Total

$
1,637.1


$
1,255.1


$
1,137.3
  (1)
    See discussion below for information regarding Canpotex Limited
    (Canpotex) and Phosphate Chemicals Export
    Association, Inc. (PhosChem) sales.      U.S. Webb-Pomerene Act,
  North
    American Marketing
    FORM
    10-K ï Part
    I
 Page  14




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##### Table of Contents



Offshore
    Marketing


2007

2006

2005Asia


69
%


70
%


73
%Latin America


26



22



19Oceania


4



5



6Europe


1



3



2Total


100
%


100
%


100
%


FORM
    10-K ï Part
    I
 Page  15




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##### Table of Contents






2007

2006

2005Asia


62
%


71
%


79
%Latin America


34



23



16Oceania


3



4



4Other


1



2



1Total


100
%


100
%


100
%


Distribution and
    Transportation      Potash
    Products
      FORM
    10-K ï Part
    I
 Page  16




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##### Table of Contents



Nitrogen
    Products
      Phosphate
    Products
       Competition      FORM
    10-K ï Part
    I
 Page  17




---



##### Table of Contents



just-in-time
           Employees      FORM
    10-K ï Part
    I
 Page  18




---



##### Table of Contents



Royalties and
    Certain Taxes  The Mineral Taxation Act, 1983
  The Corporation Capital Tax
    Act of Saskatchewan New Brunswick Income Tax
    Act
      Income
    Taxes
       Environmental
    Matters        FORM
    10-K ï Part
    I
 Page  19




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##### Table of Contents



Environmental
    Requirements, Permits and Regulatory Approvals
    Clean Air Act
    Resource Conservation and Recovery Act
  Clean Water Act,
  FORM
    10-K ï Part
    I
 Page  20




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##### Table of Contents



Asset
    Retirement Obligations
  clean-up
        Site
    Assessment and Remediation
  Comprehensive Environmental
    Response, Compensation and Liability Act of 1980
  FORM
    10-K ï Part
    I
 Page  21




---



##### Table of Contents



clean-up
          FORM
    10-K ï Part
    I
 Page  22




---



##### Table of Contents



f/k/a
  and/or
  Facility
    and Product Security
    FORM
    10-K ï Part
    I
 Page  23




---



##### Table of Contents



Our Executive
    Officers    ServedName

Age


Since


Position HeldWilliam J. Doyle


57



1987


President and Chief Executive OfficerWayne R. Brownlee


55



1988


Executive Vice President, Treasurer and Chief Financial OfficerJames F. Dietz


61



1997


Executive Vice President and Chief Operating OfficerBarbara Jane Irwin


52



2000


Senior Vice President, AdministrationRobert A. Jaspar


49



1997


Senior Vice President, Information TechnologyJoseph A. Podwika


45



1997


Senior Vice President, General Counsel and SecretaryG. David Delaney


47



1997


President, PCS SalesGarth W. Moore


59



1982


President, PCS PotashThomas J. Regan, Jr.


63



1995


President, PCS Phosphate and PCS NitrogenStephen F. Dowdle


57



1999


Senior Vice President, Fertilizer Sales, PCS SalesDaphne J. Arnason


52



1988


Vice President, Internal AuditKaren G. Chasez


54



2000


Vice President, ProcurementJohn R. Hunt


49



1997


Vice President, Safety, Health and EnvironmentDenis A. Sirois


52



1978


Vice President and Corporate Controller
    Name

Dates of Service

Position HeldWayne R. Brownlee

July 1999  December 2005

Senior Vice President, Treasurer and Chief Financial OfficerRobert A. Jaspar

December 2000  June 2003

Vice President, Internal AuditJoseph A. Podwika

January 2005  December 2005

Vice President, General Counsel and SecretaryMarch 2002  December 2004

Senior Counsel, U.S.Thomas J. Regan, Jr.

August 1999  January 2007

President, PCS PhosphateStephen F. Dowdle

July 2000  December 2005

Vice President, Fertilizer Sales, PCS SalesJohn R. Hunt

November 2003  January 2005

Senior Director, Operations DevelopmentMarch 2000  October 2003

General Manager, Memphis Plant
 Presentation of
    Financial Information  Form 10-K.
  Form 10-K,
   Where You Can
    Find More Information  1-800-SEC-0330
  FORM
    10-K ï Part
    I
 Page  24




---



##### Table of Contents



http://www.sec.gov
  http://www.potashcorp.com, Form 10-K, Form 10-Q, Form 8-K, Securities Exchange Act of
    1934 Form 10-K.
 Item 1A. Risk
    Factors.      Global
    demand for our products that differs from expectations could
    adversely affect the results of future operations.
    Inflows
    of water into our potash mines, or potash mines in which we have
    an interest, could result in increased costs and could require
    us to abandon a mine, either of which could adversely affect the
    results of our operations.
    The
    Company may be adversely affected by changing anti-trust laws to
    which it is subject.
    New
    product supply can create a structural market imbalance, which
    could reduce our profits.
    FORM
    10-K ï Part
    I
 Page  25




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##### Table of Contents



Potash
    Nitrogen
    Phosphate
    Cyclicality
    in supply and demand can result in unfavorable market conditions
    and lower profits.
    The
    Company is subject to risks associated with international
    operations, which could negatively affect sales to customers in
    foreign countries as well as the operations and assets in such
    countries.
      FORM
    10-K ï Part
    I
 Page  26




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##### Table of Contents



Inadequate
    transportation and distribution infrastructure and capacity
    could limit our growth and, a shortage of railcars and bulk
    ships and increased transit time could result in customer
    dissatisfaction, loss of sales and higher transportation
    costs.
  just-in-time
    Deliberate,
    malicious acts involving our products or facilities or
    downstream product mishaps may expose employees, contractors or
    the public to extensive injury, cause property damage or affect
    the Companys reputation.
    Strikes
    or other forms of work stoppage or slowdown could disrupt our
    business and lead to increased costs.
    Damage
    to our reputation could negatively affect our
    performance.
    Other
    risks may hurt our operating results.
    FORM
    10-K ï Part
    I
 Page  27




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##### Table of Contents



Item 1B. Unresolved
    Staff Comments.   Item 2. Properties.   Item 3. Legal
    Proceedings.  General
    Environmental
    Proceedings
   Item 4. Submission
    of Matters to a Vote of Security Holders.    FORM
    10-K ï Part
    I
 Page  28




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##### Table of Contents



Part II
  Item 5. Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.    Form 10-K,
    Income Tax
    Act W-9 back-up Income Tax
    Act
  Securities Exchange Act of 1934.
 Item 6. Selected
    Financial Data.    (In millions of US
    dollars, except per-share amounts)U.S. GAAP

2007


2006


2005


2004


2003Net income (loss)


1,061.5



625.8



532.7



290.5



(84.2
)Net income (loss) per share 
    basic(2)


3.36



2.01



1.64



0.90



(0.27
)Total assets


9,483.6



7,038.9



5,841.8



5,202.7



4,520.0Long-term obligations


1,358.3
(1)


1,339.8



1,257.6



1,258.6



1,268.6
   (1)
    Represents long-term debt obligations and does not include
    unamortized costs. (See Note 13 to the Companys
    consolidated financial statements for a description of such
    amounts.)(2)
    Adjusted to reflect three-for-one stock split in May 2007.  FORM
    10-K ï Part
    II
 Page  29




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##### Table of Contents



Item 7. Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.   Item 7A. Quantitative
    and Qualitative Disclosures About Market Risk.   Item 8. Financial
    Statements and Supplementary Data.   Item 9. Changes
    In and Disagreements With Accountants on Accounting and
    Financial Disclosure.   Item 9A. Controls
    and Procedures.  Securities Exchange Act of 1934
   Item 9B. Other
    Information.    FORM
    10-K ï Part
    II
 Page  30




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##### Table of Contents



Part III
  Item 10. Directors,
    Executive Officers and Corporate Governance.    http://www.potashcorp.com,
 Item 11. Executive
    Compensation.   Item 12. Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.   Item 13. Certain
    Relationships and Related Transactions, and Director
    Independence.   Item 14. Principal
    Accounting Fees and Services.    FORM
    10-K ï Part
    III
 Page  31




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##### Table of Contents



Part IV
  Item 15. Exhibits
    and Financial Statement Schedules. List of Documents
    Filed as Part of this Report  1.
    Consolidated
    Financial Statements in Annual Report    Reports of Independent Registered Chartered Accountants


70-71Consolidated Statements of Financial Position


72Consolidated Statements of Operations and Retained Earnings


73Consolidated Statements of Cash Flow


74Notes to the Consolidated Financial Statements


75-111
   2.
    Schedules    REPORT OF
    INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS
      Deloitte &
    Touche LLP
  Independent Registered Chartered Accountants
    FORM
    10-K ï Part
    IV
 Page  32




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##### Table of Contents



Potash Corporation of
    Saskatchewan Inc.Schedule II  Valuation and Qualifying
    Accounts(in millions of US dollars)(audited)AdditionsBalance at


Charged toBeginning of


Costs and





Balance atDescription

Year


Expenses


Deductions


End of YearAllowance for doubtful trade accounts receivable2007


4.7



1.9



0.7



5.92006


5.1



0.7



1.1



4.72005


4.6



0.5







5.1Allowance for inventory valuation2007


8.9



4.7



7.3



6.32006


12.9



2.4



6.4



8.92005


14.5



7.1



8.7



12.9Allowance for deferred income tax assets2007


53.1



0.3



43.0



10.42006


45.5



11.2



3.6



53.12005


29.4



16.1







45.5
  3.
    Exhibits  Incorporated By
    ReferenceExhibit





Filing Date/Number

Description of
    Document

Form

Period End Date3
(a)

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


10-Q



6/30/20023
(b)

Bylaws of the registrant effective May 15, 2002.


10-Q



6/30/20024
(a)

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


10-Q



9/30/20014
(b)

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


10-Q



9/30/20034
(c)

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


8-K



9/21/20044
(d)

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


8-K



9/22/20054
(e)

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


10-Q



9/30/20064
(f)

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


8-K



10/22/20074
(g)

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


8-K



6/18/1997  FORM
    10-K ï Part
    IV
 Page  33




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##### Table of Contents



Incorporated By
    ReferenceExhibit





Filing Date/Number

Description of
    Document

Form

Period End Date4
(h)

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


10-K



12/31/20024
(i)

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


8-K



5/17/20014
(j)

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


8-K



2/28/20034
(k)

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


8-K



11/29/2006     Incorporated By
    ReferenceExhibit





Filing Date/Number

Description of
    Document

Form

Period End Date10
(a)

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

F-1
    (File No.
    33-31303)


9/28/198910
(b)

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

F-1
    (File No.
    33-31303)


9/28/198910
(c)

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

F-1
    (File No.
    33-31303)


9/28/198910
(d)

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

10-K


12/31/199510
(e)

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

10-K


12/31/199510
(f)

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

10-K


12/31/200010
(g)

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

10-Q


6/30/200410
(h)

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

F-1
    (File No.
    33-31303)


9/28/198910
(i)

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

10-K


12/31/199010
(j)

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

10-K


12/31/1998  FORM
    10-K ï Part
    IV
 Page  34




---



##### Table of Contents



Incorporated By
    ReferenceExhibit





Filing Date/Number

Description of
    Document

Form

Period End Date10
(k)

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

10-K


12/31/199810
(l)

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

10-K


12/31/200610
(m)

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

10-K


12/31/200610
(n)

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

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

10-K


12/31/199510
(p)

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

10-Q


6/30/199610
(q)

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

10-Q


9/30/200610
(r)

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

10-K


12/31/200210
(s)

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

10-K


12/31/200610
(t)

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

10-Q


6/30/200210
(u)

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

10-K


12/31/199510
(v)

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

10-K


12/31/199510
(w)

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

10-K


12/31/200010
(x)

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

10-Q


6/30/200410
(y)

Chief Executive Officer Medical and Dental Benefits.

10-K


12/31/200410
(z)

Second Amended and Restated Membership Agreement dated
    January 1, 1995, among Phosphate Chemicals Export
    Association, Inc. and members of such association, including
    Texasgulf Inc.

10-K


12/31/199510
(aa)

International Agency Agreement dated effective December 15,
    2006, between Phosphate Chemicals Export Association, Inc. and
    PCS Sales (USA), Inc.

10-K


12/31/200610
(bb)

Deferred Share Unit Plan for Non-Employee Directors.

S-8
    (File No.
    333-75742)


12/21/2001  FORM
    10-K ï Part
    IV
 Page  35




---



##### Table of Contents



Incorporated By
    ReferenceExhibit





Filing Date/Number

Description of
    Document

Form

Period End Date10
(cc)

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

10-K


12/31/200610
(dd)

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

10-K


12/31/200610
(ee)

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

10-Q


3/31/200710
(ff)

Medium Term Incentive Plan of the registrant effective January
    2006.

10-K


12/31/200511


Statement re Computation of Per Share Earnings.12


Computation of Ratio of Earnings to Fixed Charges.13


2007 Financial Review Annual Report. The 2007 Financial Review
    Annual Report, except for those portions that are expressly
    incorporated by reference, is furnished for the information of
    the Commission and is not to be deemed filed as part
    of or otherwise form part of this filing.21


Subsidiaries of the registrant.23


Consent of Deloitte & Touche LLP.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 2002.99
(a)

2008 Notice of Meeting, Proxy Circular and Form of Proxy. The
    2008 Notice of Meeting, Proxy Circular and Form of Proxy, except
    for those portions thereof that are expressly incorporated by
    reference, are furnished for the information of the Commission
    and are not to be deemed filed as part of or
    otherwise form part of this filing.99
(b)

2007 Summary Annual Report. The 2007 Summary Annual Report is
    furnished for the information of the Commission and is not to be
    deemed filed as part of or otherwise form part of
    this filing.   FORM
    10-K ï Part
    IV
 Page  36




---



##### Table of Contents



Signatures
  Securities Exchange Act of 1934
    By:
    /s/  WILLIAM
    J. DOYLE   President and Chief Executive Officer
   Securities Exchange Act
    of 1934
  Signature

Title

Date/s/  DALLAS
    J. HOWEDallas
    J. Howe

Chair of the Board

February 28, 2008/s/  WAYNE
    R. BROWNLEEWayne
    R. Brownlee

Executive Vice President, Treasurer
    and Chief Financial Officer
    (Principal financial and accounting officer)

February 28, 2008/s/  WILLIAM
    J. DOYLEWilliam
    J. Doyle

President and Chief Executive Officer

February 28, 2008/s/  FREDERICK
    J. BLESIFrederick
    J. Blesi

Director

February 28, 2008/s/  JOHN
    W. ESTEYJohn
    W. Estey

Director

February 28, 2008/s/  WADE
    FETZER IIIWade
    Fetzer III

Director

February 28, 2008/s/  ALICE
    D. LABERGEAlice
    D. Laberge

Director

February 28, 2008/s/  KEITH
    G. MARTELLKeith
    G. Martell

Director

February 28, 2008/s/  JEFFREY
    J. McCAIGJeffrey
    J. McCaig

Director

February 28, 2008  FORM
    10-K ï Signatures
 Page  37




---



##### Table of Contents



Signature

Title

Date/s/  MARY
    MOGFORDMary
    Mogford

Director

February 28, 2008/s/  PAUL
    J. SCHOENHALSPaul
    J. Schoenhals

Director

February 28, 2008/s/  E.
    ROBERT STROMBERG, Q.C.E.
    Robert Stromberg, Q.C.

Director

February 28, 2008/s/  ELENA
    VIYELLA DE PALIZAElena
    Viyella de Paliza

Director

February 28, 2008   FORM
    10-K ï Signatures
 Page  38




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##### Table of Contents



EXHIBIT
    INDEX
  Incorporated By
    ReferenceExhibit





Filing Date/Number

Description of
    Document

Form

Period End Date3
(a)

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


10-Q



6/30/20023
(b)

Bylaws of the registrant effective May 15, 2002.


10-Q



6/30/20024
(a)

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


10-Q



9/30/20014
(b)

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


10-Q



9/30/20034
(c)

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


8-K



9/21/20044
(d)

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


8-K



9/22/20054
(e)

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


10-Q



9/30/20064
(f)

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


8-K



10/22/20074
(g)

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


8-K



6/18/19974
(h)

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


10-K



12/31/20024
(i)

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


8-K



5/17/20014
(j)

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


8-K



2/28/20034
(k)

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


8-K



11/29/2006     Incorporated By
    ReferenceExhibit





Filing Date/Number

Description of
    Document

Form

Period End Date10
(a)

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

F-1
    (File No.
    33-31303)


9/28/198910
(b)

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

F-1
    (File No.
    33-31303)


9/28/1989




---



##### Table of Contents



Incorporated By
    ReferenceExhibit





Filing Date/Number

Description of
    Document

Form

Period End Date10
(c)

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

F-1
    (File No.
    33-31303)


9/28/198910
(d)

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

10-K


12/31/199510
(e)

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

10-K


12/31/199510
(f)

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

10-K


12/31/200010
(g)

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

10-Q


6/30/200410
(h)

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

F-1
    (File No.
    33-31303)


9/28/198910
(i)

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

10-K


12/31/199010
(j)

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

10-K


12/31/199810
(k)

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

10-K


12/31/199810
(l)

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

10-K


12/31/200610
(m)

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

10-K


12/31/200610
(n)

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

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

10-K


12/31/199510
(p)

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

10-Q


6/30/199610
(q)

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

10-Q


9/30/200610
(r)

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

10-K


12/31/200210
(s)

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

10-K


12/31/200610
(t)

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

10-Q


6/30/2002




---



##### Table of Contents



Incorporated By
    ReferenceExhibit





Filing Date/Number

Description of
    Document

Form

Period End Date10
(u)

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

10-K


12/31/199510
(v)

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

10-K


12/31/199510
(w)

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

10-K


12/31/200010
(x)

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

10-Q


6/30/200410
(y)

Chief Executive Officer Medical and Dental Benefits.

10-K


12/31/200410
(z)

Second Amended and Restated Membership Agreement dated
    January 1, 1995, among Phosphate Chemicals Export
    Association, Inc. and members of such association, including
    Texasgulf Inc.

10-K


12/31/199510
(aa)

International Agency Agreement dated effective December 15,
    2006, between Phosphate Chemicals Export Association, Inc. and
    PCS Sales (USA), Inc.

10-K


12/31/200610
(bb)

Deferred Share Unit Plan for Non-Employee Directors.

S-8
    (File No.
    333-75742)


12/21/200110
(cc)

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

10-K


12/31/200610
(dd)

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

10-K


12/31/200610
(ee)

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

10-Q


3/31/200710
(ff)

Medium Term Incentive Plan of the registrant effective January
    2006.

10-K


12/31/200511


Statement re Computation of Per Share Earnings.12


Computation of Ratio of Earnings to Fixed Charges.13


2007 Financial Review Annual Report. The 2007 Financial Review
    Annual Report, except for those portions that are expressly
    incorporated by reference, is furnished for the information of
    the Commission and is not to be deemed filed as part
    of or otherwise form part of this filing.21


Subsidiaries of the registrant.23


Consent of Deloitte & Touche LLP.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 2002.99
(a)

2008 Notice of Meeting, Proxy Circular and Form of Proxy. The
    2008 Notice of Meeting, Proxy Circular and Form of Proxy, except
    for those portions thereof that are expressly incorporated by
    reference, are furnished for the information of the Commission
    and are not to be deemed filed as part of or
    otherwise form part of this filing.99
(b)

2007 Summary Annual Report. The 2007 Summary Annual Report is
    furnished for the information of the Commission and is not to be
    deemed filed as part of or otherwise form part of
    this filing.