Form 11-K

ANNUAL REPORT PURSUANT
TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Mark One)

þ		ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

OR

o		TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

A.

Full title of the plan and the address of the plan, if different from that of the issuer named below:

PCS U.S. Employees’ Savings Plan

B.

Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Potash Corporation of Saskatchewan Inc.
122 - 1^st Avenue South
Saskatoon, Saskatchewan, Canada S7K 7G3

 

 

PCS U.S. Employees’
Savings Plan

Financial Statements as of December 31, 2009 and 2008,
and for the Year Ended December 31, 2009,
Supplemental Schedule as of and for the Year Ended December 31, 2009,
and Report of Independent Registered Public Accounting Firm

PCS U.S. EMPLOYEES’ SAVINGS PLAN

TABLE OF CONTENTS

		Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of December 31, 2009 and 2008		2
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2009		3
Notes to Financial Statements as of December 31, 2009 and 2008		4-12
SUPPLEMENTAL SCHEDULE:		13
Form 5500, Schedule H, Part IV, Line 4i — Schedule of Assets (Held at End of Year) as of December 31, 2009		14

NOTE:

All other schedules required by Section 29 CFR 2520.103 10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

          To the Plan Administrator and Participants of the PCS U.S. Employees’ Savings Plan:

          We have audited the accompanying statements of net assets available for benefits of the PCS U.S. Employees’ Savings Plan (the “Plan”) as of December 31, 2009 and 2008, and the related statement of changes in net assets available for benefits for the year ended December 31, 2009. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

          We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

          In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2009 and 2008, and the changes in net assets available for benefits for the year ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

          Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2009, is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2009 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

/s/  Deloitte & Touche LLP

Chicago, Illinois

June 18, 2010

PCS U.S. EMPLOYEES’ SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2009 AND 2008

		2009				2008
ASSETS:
Participant-directed investments — at fair value (Note 3)		$	255,038,112			$	197,901,416
Receivables:
Company performance contribution			1,872,065				3,519,160
Unsettled trades			21,942				2,921
Total assets			256,932,119				201,423,497
LIABILITIES — Corrective distributions payable			(33,381	)			(26,441	)
NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE			256,898,738				201,397,056
Adjustment from fair value to contract value for fully benefit-responsive investment contracts			623,260				2,017,500
NET ASSETS AVAILABLE FOR BENEFITS		$	257,521,998			$	203,414,556

See notes to financial statements.

PCS U.S. EMPLOYEES’ SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2009

ADDITIONS:
Company matching contributions		$	3,260,606
Company performance contribution			1,872,065
Participant contributions			10,183,413
Rollover contributions			387,265
Total contributions			15,703,349
Investment income:
Net appreciation in fair value of investments (Note 3)			52,491,744
Interest and dividends			2,877,342
Net investment income			55,369,086
Other additions — net			11,124
Total additions			71,083,559
DEDUCTIONS:
Benefits paid to participants			(16,935,308	)
Administrative expenses			(33,869	)
Corrective distributions			(6,940	)
Total deductions			(16,976,117	)
INCREASE IN NET ASSETS			54,107,442
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year			203,414,556
End of year		$	257,521,998

See notes to financial statements.

PCS U.S. EMPLOYEES’ SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2009 AND 2008 AND FOR THE YEAR ENDED DECEMBER 31, 2009

1. DESCRIPTION OF PLAN

          The following description of the PCS U.S. Employees’ Savings Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan document for more complete information.

          General — The Plan is a defined contribution plan sponsored by PCS Administration (USA), Inc. (the “Company”) covering all eligible employees of the Company; PCS Phosphate Company, Inc.; PCS Sales (USA), Inc.; certain employees of White Springs Agricultural Chemicals, Inc.; and certain employees of PCS Nitrogen, as defined in the Plan document. The Employee Benefits Committee of the Company controls and manages the operation and administration of the Plan. Fidelity Management Trust Company (“Fidelity”) serves as the trustee of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

          In October 2009, Potash Corporation of Saskatchewan announced a reduction of personnel at the White Springs, Florida facility. Severance packages were issued to each of those personnel affected (“2009 White Springs Severance Program”). All employees who were eligible to receive plan benefits under the 2009 White Springs Severance Program were fully vested and eligible to receive a 2009 performance contribution, as provided in the Plan. There were no additional Plan enhancements. The reduction did not have any impact on the benefits disclosed in the Plan’s financial statements.

          Contributions — Participants may contribute up to 50% of base compensation each year, as defined in the Plan document, subject to certain Internal Revenue Code (IRC) limitations. These contributions may be pretax contributions and/or after-tax contributions. Participants who are age 50 and over may also make additional “catch-up” contributions.

          The Plan has an Automatic Enrollment provision, under which new participants are set up with a 3% pretax deferral, unless they formally waive participation or elect a different participation level.

          The Company will match $0.50 for each $1.00 of participant contributions, excluding catch-up contributions, up to 6% of base compensation, subject to certain limitations as described in the Plan agreement and the Internal Revenue Code of 1986, as amended. Participants may also rollover amounts representing distributions from other qualified defined benefit or contribution plans (rollover contributions), which are not eligible for the Company match.

          The Company may also make a discretionary Company performance contribution ranging from 0% to 3% of each eligible participant’s base pay. The 2009 and 2008 Company performance contributions were 1.5% and 3%, respectively, of each eligible participant’s base pay.

          Participant Accounts — Individual accounts are maintained for each Plan participant. Each participant’s account is credited with the participant’s contribution, the Company’s matching contribution, the Company’s performance contribution when applicable, and allocations of Plan earnings, and is charged with withdrawals, allocation of Plan losses and

administrative expenses. Allocations are based on participant earnings or account balances, as defined in the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

          Investments — Participants direct the investment of their account balances and contributions into various investment options offered by the Plan. The Plan currently offers Potash Corporation of Saskatchewan Inc. (PCS) Common Stock, a selection of mutual funds, and one pooled investment stable value fund. The U.S. Government Reserves Fund is used to maintain dividends distributed by a participant’s investment in PCS common stock and is not available as a participant-directed investment option. The PCS stock purchase account is a money market fund that is used in the recordkeeping of the purchases and sales of fractional shares of Company stocks and is not available as a participant-directed investment option. Effective as of October 1, 2008, the investment option Legg Mason Value Trust FI Class was no longer available for new contributions. A new investment option, T. Rowe Price Dividend Growth Fund, was added to the Plan as of October 26, 2009. All existing balances in the Legg Mason Value Trust F1 Class were transferred into the T. Rowe Price Dividend Growth Fund on January 4, 2010.

          Participants who are enrolled in the Plan under the automatic enrollment provision and who have not otherwise directed, will have their contributions and the employer contributions invested in the Plan’s “default fund” which has been designated as the Fidelity Freedom Funds, specifically the Freedom Fund that has a target retirement date closest to the year that the participant might retire, based on the participant’s current age and assuming a normal retirement age of 65.

          Vesting — Participants are immediately vested in their account balances.

          Participant Loans — Participants may borrow from their fund accounts up to a maximum amount equal to the lesser of $50,000 or 50% of the participant contribution portion of their account balance. Loan terms range from one to five years or up to 20 years for the purchase of a primary residence. The loans are secured by the balance in the participant’s account and bear interest at two percentage points above the rate for five-year U.S. Treasury notes on the last day of the preceding calendar quarter in which the funds are borrowed. Loans for the purchase of a primary residence bear interest at the standard lending rate for 20-year fixed rate home mortgage loans. Principal and interest are paid ratably through payroll deductions.

          Payments of Benefits — On termination of service, a participant may elect to receive either a lump-sum amount equal to the value of the participant’s interest in his or her account; or monthly, quarterly, or annual installments over the participant’s estimated life span. Other forms of benefits are also provided to participants whose accounts were transferred from other plans. A participant may elect to receive payment of benefits prior to termination of service, as defined in the Plan. Participants may elect to receive their investment in the PCS Stock Fund in cash or in whole shares of PCS Common Stock. The Plan includes an ESOP feature with a dividend payout program whereby participants may elect to receive dividends paid on their shares of PCS Common Stock in the PCS Stock Fund.

          Plan Amendments — The Plan was amended to comply with the Final Code Section 415 Regulations, the Pension Protection Act of 2006 and subsequent laws and regulations. An amendment was made to memorialize the terms of the 2009 White Springs Severance Program. This amendment identifies participants who are covered under the Plan and the various dates of coverage, defines eligibility for a 2009 Performance Contribution and clarifies how severance pay or additional compensation will be considered in determining any type of contributions or benefits under the Plan for participants who qualify for this program. Loan provisions under the Plan were amended to allow participants to continue to make loan repayments after they are no longer actively employed.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          Basis of Accounting — The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).

          Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Plan management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates.

          Risks and Uncertainties — The Plan utilizes various investment instruments, including mutual funds, a pooled investment stable value fund, and common stock. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.

          Investment Valuation and Income Recognition — The Plan’s investments are stated at fair value in accordance with ASC 820, Fair Value Measurements. Shares of mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end. The PCS common stock is valued at quoted market price. The Fidelity Managed Income Portfolio II (the “Portfolio”) is stated at fair value and then adjusted to contract value as the Portfolio’s investment contracts are fully benefit-responsive. Fair value of the Portfolio is the sum of the fair value of the underlying investments. Contract value of the Portfolio is the sum of participant and Company contributions, plus accrued interest thereon less withdrawals. Participant loans are valued at the outstanding loan balances.

          In accordance with GAAP, the Portfolio is presented at fair value in participant-directed investments on the statements of net assets available for benefits, and an additional line item is presented showing the adjustment from fair value to contract value. The statement of changes in net assets available for benefits is presented on a contract value basis.

          Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

          Management fees and operating expenses charged to the Plan for investments in the mutual funds and pooled fund are deducted from income earned on a daily basis and are not separately charged to an expense. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments.

          The Fidelity Managed Income Portfolio II — The Portfolio is a stable value fund that is a commingled pool of the Fidelity Group Trust for Employee Benefit Plans. The Portfolio may invest in fixed interest insurance company investment contracts, money market funds, corporate and government bonds, mortgage-backed securities, bond funds, and other fixed income securities. Fair value of the Portfolio is the net asset value of its holdings at year-end. Underlying securities for which quotations are readily available are valued at their most recent bid prices or are valued on the basis of information provided by a pricing service. Fair value of the underlying investment contracts is estimated using a discounted cash flow model.

          Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment in the Portfolio at contract value. The crediting interest rates were 1.53% and

3.48% at December 31, 2009 and 2008, respectively, which were based on the interest rates of the underlying portfolio of assets. The average yield for the year ended December 31, 2009 was 2.74%.

          New Accounting Guidance — In June 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) Topic 105, Generally Accepted Accounting Principles (“ASC 105”) (formerly Statement of Financial Accounting Standards (“SFAS”) 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles — A Replacement Of FASB Statement No. 162) which became the source of authoritative GAAP recognized by the FASB, applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (the “SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of ASC 105, the codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature, not included in the codification became non-authoritative. ASC 105 is effective for interim and annual periods ending after September 15, 2009. The adoption of ASC 105 did not have a material impact on the Plan’s financial statements, aside from changing the nomenclature used to reference accounting literature in the notes to the financial statements.

          In May 2009, the FASB issued ASC 855 (originally issued as FASB Statement No. 165, Subsequent Events) to establish general standards of accounting for and disclosing events that occur after the balance sheet date, but prior to the issuance of financial statements. ASC 855 provides guidance on when financial statements should be adjusted for subsequent events and requires companies to evaluate subsequent events through the date the financial statements are issued. ASC 855 is effective for periods ending after June 15, 2009. All subsequent events are disclosed in Note 9.

          In April 2009, FASB Staff Position 157-4, Disclosures Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly, was issued (later codified into ASC 820) which expanded disclosures and requires that major category for debt and equity securities be determined on the basis of the nature and risks of the investments. This guidance was applied prospectively in 2009, and the impact of adoption of this standard was not material to the Plan’s net assets available for benefits.

          In September 2009, the FASB issued ASU No. 2009-12, Fair Value Measurements and Disclosures: Investments in Certain Entities That Calculate Net Asset per Share (or Its Equivalent) (“ASU 2009-12”), which amended ASC Subtopic 820-10, Fair Value Measurements and Disclosures — Overall. ASU No. 2009-12 is effective for the first reporting period ending after December 15, 2009. ASU No. 2009-12 expands the required disclosures for certain investments with a reported net asset value (NAV). ASU No. 2009-12 permits, as a practical expedient, an entity holding investments in certain entities that calculate net asset value per share or its equivalent for which the fair value is not readily determinable, to measure the fair value of such investments on the basis of that net asset value per share or its equivalent without adjustment. The ASU requires enhanced disclosures about the nature and risks of investments within its scope. Such disclosures include the nature of any restrictions on an investor’s ability to redeem its investments at the measurement date, any unfunded commitments, and the investment strategies of the investee. The Plan has adopted ASU No. 2009-12 on a prospective basis for the year ended December 31, 2009. Adoption did not have a material impact on the fair value determination and disclosure of applicable investments. The effect of the adoption of the ASU had no impact on the statements of net assets available for benefits and statement of changes in net assets available for benefits.

          In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures (ASU No. 2010-06), which amends ASC 820, adding new requirements for disclosures for Levels 1 and 2, separate disclosures of purchases, sales, issuances, and settlements relating to Level 3 measurements and clarification of existing fair value disclosures. ASU No. 2010-06 is effective for periods beginning after December 15, 2009, except for the requirement to provide Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will be effective for fiscal years beginning after December 15, 2010. The Plan is currently evaluating the impact of adopting ASU No. 2010-06.

          Administrative Expenses — Administrative expenses of the Plan are paid by the Plan or the Plan Sponsor, as provided in the Plan Document.

          Payment of Benefits — Benefit payments to participants are recorded upon distribution. There were no amounts allocated to accounts of participants who had elected to withdraw from the Plan but had not yet been paid at December 31, 2009 and 2008.

          Corrective Distributions Payable — The Plan is required to return contributions received during the Plan year in excess of the IRC limits.

3. INVESTMENTS

          The Plan’s investments are shown below. Investments that represent 5% or more of the Plan’s net assets available for benefits as of December 31, 2009 and 2008, are marked with an asterisk:

		2009				2008
Fixed income and bond funds:
Fidelity Managed Income Portfolio II		$	49,606,450	*		$	49,716,149	*
Fidelity Retirement Money Market Portfolio			13,026,692	*			12,355,641	*
Fidelity Institutional Short-Intermediate Government Fund			6,649,210				5,903,437
Fidelity U.S. Government Reserves Fund			140				135
Equity funds:
Davis NY Venture A			13,974,819	*			10,467,834	*
Legg Mason Value Trust FI Class			4,601,354				3,619,540
ABF Large Cap Value Inst			811,105				484,925
T. Rowe Price Dividend Growth Fund			66,346
Fidelity Puritan Fund			10,655,832				8,607,553
Fidelity Growth Company			10,459,391				6,800,343
Fidelity Overseas Fund			6,680,810				4,774,748
Fidelity Mid-Cap Stock Fund			4,915,230				2,628,908
Fidelity Small Cap Stock Fund			3,338,126				1,506,006
Fidelity Freedom Income			583,571				268,808
Fidelity Freedom 2000			212,469				182,918
Fidelity Freedom 2005			28,564				25,329
Fidelity Freedom 2010			1,914,235				1,187,338
Fidelity Freedom 2015			1,523,422				1,194,827
Fidelity Freedom 2020			1,788,832				1,326,565
Fidelity Freedom 2025			1,247,000				744,498
Fidelity Freedom 2030			657,499				432,725
Fidelity Freedom 2035			519,114				171,025
Fidelity Freedom 2040			590,612				276,989
Fidelity Freedom 2045			227,214				81,069
Fidelity Freedom 2050			307,838				108,373
Fidelity Spartan US Equity Index Fund			7,734,054				5,331,044
PCS Common Stock			106,771,270	*			73,853,448	*
PCS Stock Purchase Account			1,026				1,836
Participant loans			6,145,887				5,849,405
Total at fair value		$	255,038,112			$	197,901,416

          During 2009, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:

Fixed income and bond funds — Fidelity Institutional Short-Intermediate Government Fund		$	(90,324	)
Equity funds:
Davis NY Venture A			3,273,555
Legg Mason Value Trust FI Class			1,369,866
ABF Large Cap Value Inst			159,634
T. Rowe Price Dividend Growth Fund			505
Fidelity Puritan Fund			1,957,343
Fidelity Growth Company			2,851,298
Fidelity Overseas Fund			1,215,014
Fidelity Mid-Cap Stock Fund			1,499,812
Fidelity Small Cap Stock Fund			1,211,487
Fidelity Freedom Income			51,031
Fidelity Freedom 2000			25,740
Fidelity Freedom 2005			8,350
Fidelity Freedom 2010			251,058
Fidelity Freedom 2015			284,792
Fidelity Freedom 2020			346,549
Fidelity Freedom 2025			227,027
Fidelity Freedom 2030			110,339
Fidelity Freedom 2035			89,839
Fidelity Freedom 2040			119,123
Fidelity Freedom 2045			44,574
Fidelity Freedom 2050			67,233
Fidelity Spartan US Equity Index Fund			1,478,610
PCS Common Stock			35,939,289
Net appreciation of investments		$	52,491,744

          In accordance with ASU No. 2009-12, the Plan expanded its disclosures to include the redemption frequency and redemption notice period for the Portfolio as its fair value is estimated using the net asset value per share as of December 31, 2009. The participants in the Plan are able to redeem from the Portfolio immediately. The Portfolio has no redemption restrictions and there is no redemption notice period required for participants.

4. EXEMPT PARTY-IN-INTEREST TRANSACTIONS

          Certain Plan investments are shares of investment funds managed by Fidelity. Fidelity is the trustee as defined by the Plan and, therefore, these transactions qualify as exempt party-in-interest transactions. Fees paid by the Plan for the investment management services were included as a reduction of the return earned on each fund.

          At December 31, 2009 and 2008, the Plan held approximately 984,067 and 1,008,651 shares, respectively, of common stock of Potash Corporation of Saskatchewan (“Potash Corporation”), the parent company of the Plan sponsor, with a cost basis of $67,852,114 and $69,127,377, respectively. During the year ended December 31, 2009, the Plan recorded dividend income of $399,193.

5. PLAN TERMINATION

          Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the

provisions set forth in ERISA. In the event that the Plan is terminated, participants would become 100% vested in their accounts.

6. FAIR VALUE MEASUREMENTS

          Effective January 1, 2008, the Plan adopted ASC 820. ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:

          Basis of Fair Value Measurement —

          Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

          Level 2 — Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly. Level 2 inputs may also include pricing models whose inputs are observable or derived principally from or corroborated by observable market data;

          Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

          A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

          The following table sets forth by level within the fair value hierarchy the Plan investment assets at fair value, as of December 31, 2009 and 2008. As required by ASC 820, assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

		Investment Assets
		at Fair Value as of December 31, 2009
		Level 1				Level 2				Level 3				Total
PCS Common Stock		$	106,771,270			$	—			$	—			$	106,771,270
Mutual Funds			92,514,505												92,514,505
Common Collective Trust							49,606,450								49,606,450
Participant Loans							6,145,887								6,145,887
Total investment assets at fair value		$	199,285,775			$	55,752,337			$	—			$	255,038,112

		Investment Assets
		at Fair Value as of December 31, 2008
		Level 1				Level 2				Level 3				Total
PCS Common Stock		$	73,853,448			$	—			$	—			$	73,853,448
Mutual Funds			68,482,414												68,482,414
Common Collective Trust							49,716,149								49,716,149
Participant Loans							5,849,405								5,849,405
Total investment assets at fair value		$	142,335,862			$	55,565,554			$	—			$	197,901,416

7. FEDERAL INCOME TAX STATUS

          The Internal Revenue Service has determined and informed the Company by a letter, dated December 19, 2008, that the Plan was designed in accordance with applicable IRC requirements. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

8. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

          A reconciliation of the financial statements to the Form 5500 as of December 31, 2009 and 2008, is as follows:

		2009				2008
Statements of net assets available for benefits:
Net assets available for benefits per the financial statements		$	257,521,998			$	203,414,556
Company performance contribution receivable			(1,872,065	)			(3,519,160	)
Corrective distributions payable at December 31			33,381				26,441
Adjustment from fair value to contract value for fully benefit-responsive investment contracts			(623,260	)			(2,017,500	)
Rounding			(1	)			(1	)
Net assets available for benefits per the Form 5500 — at fair value		$	255,060,053			$	197,904,336
Statement of changes in net assets available for benefits:
Increase in net assets per the financial statements		$	54,107,442
Decrease Company performance contribution receivable			1,647,095
Increase corrective distributions payable at December 31			6,940
Decrease in adjustment from fair value to contract value for fully benefit-responsive investment contracts			1,394,240
Net income per Form 5500		$	57,155,717

9. SUBSEQUENT EVENTS

          All existing balances in the Legg Mason Value Trust F1 Class were transferred into the T. Rowe Price Dividend Growth Fund on January 4, 2010.

          The Fidelity Overseas Fund will be removed as an investment option effective July 1, 2010 and will be replaced by the Harbor International Fund — Investor Class. Existing balances will be moved from the Fidelity Overseas Fund to the Harbor International Fund — Investor Class shortly thereafter.

******

SUPPLEMENTAL SCHEDULE

PCS U.S. EMPLOYEES’ SAVINGS PLAN

FORM 5500, SCHEDULE H, PART IV, LINE 4i — SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
AS OF DECEMBER 31, 2009

Description of Investment,

Including Maturity Date,

Identity of Issue, Borrower,

Rate of Interest, Collateral,

Current

Lessor, or Similar Party

Par, or Maturity Value

Cost**

Value

SHARES OF REGISTERED INVESTMENT COMPANIES:

Davis Selected Advisors, L.P.

Davis NY Venture A

$

—

$

13,974,819

*

Legg Mason Fund Advisor, Inc.

Value Trust FI Class

4,601,354

American Beacon Advisors, Inc.

ABF Large Cap Value Inst

811,105

T. Rowe Price Investment Services, Inc.

TRP Dividend Growth Fund

66,346

*

Fidelity Management Trust Company

Puritan Fund

10,655,832

*

Fidelity Management Trust Company

Growth Company

10,459,391

*

Fidelity Management Trust Company

Overseas Fund

6,680,810

*

Fidelity Management Trust Company

Retirement Money Market Portfolio

13,026,692

*

*

Fidelity Management Trust Company

Mid-Cap Stock Fund

4,915,230

*

Fidelity Management Trust Company

Small Cap Stock Fund

3,338,126

*

Fidelity Management Trust Company

Freedom Income

583,571

*

Fidelity Management Trust Company

Freedom 2000

212,469

*

Fidelity Management Trust Company

Freedom 2005

28,564

*

Fidelity Management Trust Company

Freedom 2010

1,914,235

*

Fidelity Management Trust Company

Freedom 2015

1,523,422

*

Fidelity Management Trust Company

Freedom 2020

1,788,832

*

Fidelity Management Trust Company

Freedom 2025

1,247,000

*

Fidelity Management Trust Company

Freedom 2030

657,499

*

Fidelity Management Trust Company

Freedom 2035

519,114

*

Fidelity Management Trust Company

Freedom 2040

590,612

*

Fidelity Management Trust Company

Freedom 2045

227,214

*

Fidelity Management Trust Company

Freedom 2050

307,838

*

Fidelity Management Trust Company

Spartan US Equity Index Fund

7,734,054

*

Fidelity Management Trust Company

Institutional Short-Intermediate Government Fund

6,649,210

*

Fidelity Management Trust Company

U.S. Government Reserves Fund

140

140

*

COMMINGLED POOL — Fidelity Management Trust Company

Managed Income Portfolio II

49,606,450

*

*

POTASH CORPORATION OF SASKATCHEWAN

PCS Common Stock, 984,067.003 shares

106,771,270

*

*

PCS STOCK PURCHASE ACCOUNT

Money Market

1,026

1,026

*

PARTICIPANT LOANS

Due 2010 through 2029; interest rates 3.5% to 8.25%.

6,145,887

TOTAL ASSETS HELD FOR INVESTMENT

$

255,038,112

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on their behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit Number		Description of Exhibit
23.1		Consent of Deloitte & Touche LLP