Quarterly Report (10-q)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2017

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-10351

Potash Corporation of Saskatchewan Inc.

(Exact name of registrant as specified in its charter)


Canada		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
122 — 1^st Avenue South Saskatoon, Saskatchewan, Canada		S7K 7G3
(Address of principal executive offices)		(Zip Code)

306-933-8500

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☐ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☑		Accelerated filer	☐
Non-accelerated filer	☐	(Do not check if a smaller reporting company)	Smaller reporting company	☐
			Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).

Yes ☐ No ☑

As at March 31, 2017, Potash Corporation of Saskatchewan Inc. had 840,007,355 Common Shares outstanding.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Statements of Income


Unaudited		In millions of US dollars except as otherwise noted



	Three Months Ended March 31
	2017			2016
Sales (Note 2)	$	1,112		$	1,209
Freight, transportation and distribution		(133	)		(133	)
Cost of goods sold		(711	)		(842	)
Gross Margin		268			234
Selling and administrative expenses		(50	)		(53	)
Provincial mining and other taxes		(34	)		(31	)
Share of earnings of equity-accounted investees		39			19
Dividend income		8			—
Other expenses (Note 3)		(10	)		(10	)
Operating Income		221			159
Finance costs		(59	)		(52	)
Income Before Income Taxes		162			107
Income taxes (Note 4)		(13	)		(32	)
Net Income	$	149		$	75
Net Income per Share
Basic	$	0.18		$	0.09
Diluted	$	0.18		$	0.09
Weighted Average Shares Outstanding
Basic		839,911,000			837,118,000
Diluted		840,211,000			837,811,000

(See Notes to the Condensed Consolidated Financial Statements)



1		PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q

Condensed Consolidated Statements of Comprehensive Income


Unaudited		In millions of US dollars



	Three Months Ended March 31
(Net of related income taxes)	2017			2016
Net Income	$	149		$	75
Other comprehensive income
Items that have been or may be subsequently reclassified to net income:
Available-for-sale investments¹
Net fair value gain during the period		33			1
Cash flow hedges
Net fair value loss during the period ²		(5	)		(6	)
Reclassification to income of net loss ³		8			15
Other		3			1
Other Comprehensive Income		39			11
Comprehensive Income	$	188		$	86

¹ Available-for-sale investments are comprised of shares in Israel Chemicals Ltd., Sinofert Holdings Limited and other.

² Cash flow hedges are comprised of natural gas derivative instruments and treasury lock derivatives and were net of income taxes of $3 (2016 — $3).

³ Net of income taxes of $(5) (2016 — $(8)).

(See Notes to the Condensed Consolidated Financial Statements)

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PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q		2

Condensed Consolidated Statements of Cash Flow


Unaudited		In millions of US dollars


	Three Months Ended March 31
	2017			2016
Operating Activities
Net income	$	149		$	75
Adjustments to reconcile net income to cash provided by operating activities (Note 5)		144			206
Changes in non-cash operating working capital (Note 5)		(70	)		(93	)
Cash provided by operating activities		223			188
Investing Activities
Additions to property, plant and equipment		(133	)		(246	)
Other assets and intangible assets		1			—
Cash used in investing activities		(132	)		(246	)
Financing Activities
Finance costs on long-term debt obligations		(1	)		(2	)
Proceeds from short-term debt obligations		21			336
Dividends		(82	)		(313	)
Issuance of common shares		1			20
Cash (used in) provided by financing activities		(61	)		41
Increase (Decrease) in Cash and Cash Equivalents		30			(17	)
Cash and Cash Equivalents, Beginning of Period		32			91
Cash and Cash Equivalents, End of Period	$	62		$	74
Cash and cash equivalents comprised of:
Cash	$	44		$	16
Short-term investments		18			58
	$	62		$	74

(See Notes to the Condensed Consolidated Financial Statements)

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3		PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q

Condensed Consolidated Statements of Changes in Equity


Unaudited		In millions of US dollars


						Accumulated Other Comprehensive (Loss) Income
	Share Capital		Contributed Surplus			Net unrealized gain on available-for- sale investments		Net (loss) gain on derivatives designated as cash flow hedges			Other			Total Accumulated Other Comprehensive (Loss) Income			Retained Earnings			Total Equity¹
Balance — December 31, 2016	$	1,798	$	222		$	43	$	(60	)	$	(8	)	$	(25	)	$	6,204		$	8,199
Net income		—		—			—		—			—			—			149			149
Other comprehensive income		—		—			33		3			3			39			—			39
Dividends declared		—		—			—		—			—			—			(84	)		(84	)
Effect of share-based compensation including issuance of common shares		2		1			—		—			—			—			—			3
Shares issued for dividend reinvestment plan		2		—			—		—			—			—			—			2
Balance — March 31, 2017	$	1,802	$	223		$	76	$	(57	)	$	(5	)	$	14		$	6,269		$	8,308
Balance — December 31, 2015	$	1,747	$	230		$	77	$	(117	)	$	(10	)	$	(50	)	$	6,455		$	8,382
Net income		—		—			—		—			—			—			75			75
Other comprehensive income		—		—			1		9			1			11			—			11
Dividends declared		—		—			—		—			—			—			(210	)		(210	)
Effect of share-based compensation including issuance of common shares		28		(7	)		—		—			—			—			—			21
Shares issued for dividend reinvestment plan		7		—			—		—			—			—			—			7
Balance — March 31, 2016	$	1,782	$	223		$	78	$	(108	)	$	(9	)	$	(39	)	$	6,320		$	8,286

¹ All equity transactions were attributable to common shareholders.

(See Notes to the Condensed Consolidated Financial Statements)



PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q		4

Condensed Consolidated Statements of Financial Position


Unaudited		In millions of US dollars except as otherwise noted


As at	March 31, 2017		December 31, 2016
Assets
Current assets
Cash and cash equivalents	$	62	$	32
Receivables		530		545
Inventories (Note 6)		824		768
Prepaid expenses and other current assets		54		49
		1,470		1,394
Non-current assets
Property, plant and equipment		13,229		13,318
Investments in equity-accounted investees		1,213		1,173
Available-for-sale investments		973		940
Other assets		251		250
Intangible assets		175		180
Total Assets	$	17,311	$	17,255

(See Notes to the Condensed Consolidated Financial Statements)


	March 31, 2017		December 31, 2016
Liabilities
Current liabilities
Short-term debt and current portion of long-term debt	$	905	$	884
Payables and accrued charges		704		772
Current portion of derivative instrument liabilities		43		41
		1,652		1,697
Non-current liabilities
Long-term debt		3,707		3,707
Derivative instrument liabilities		50		56
Deferred income tax liabilities		2,452		2,463
Pension and other post-retirement benefit liabilities		458		443
Asset retirement obligations and accrued environmental costs		635		643
Other non-current liabilities and deferred credits		49		47
Total Liabilities		9,003		9,056
Shareholders’ Equity
Share capital (Note 7)		1,802		1,798
Contributed surplus		223		222
Accumulated other comprehensive income (loss)		14		(25	)
Retained earnings		6,269		6,204
Total Shareholders’ Equity		8,308		8,199
Total Liabilities and Shareholders’ Equity	$	17,311	$	17,255

(See Notes to the Condensed Consolidated Financial Statements)

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5		PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q

Notes to the Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2017


Unaudited		In millions of US dollars except as otherwise noted

1. Significant Accounting Policies

Basis of Presentation

With its subsidiaries, Potash Corporation of Saskatchewan Inc. (“PCS”) — together known as “PotashCorp” or “the company” except to the extent the context otherwise requires — forms a crop nutrient and related industrial and feed products company. These unaudited interim condensed consolidated financial statements (“interim financial statements”) are based on International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”), and have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting.” The accounting policies and methods of computation used in preparing these interim financial statements are consistent with those used in the preparation of the company’s 2016 annual consolidated financial statements.

These interim financial statements include the accounts of PCS and its subsidiaries; however, they do not include all disclosures normally provided in annual consolidated financial statements and should be read in conjunction with the company’s 2016 annual consolidated financial statements. In management’s opinion, the interim financial statements include all adjustments necessary to fairly present such information. Interim results are not necessarily indicative of the results expected for any other interim period or the fiscal year.

These interim financial statements were authorized by the audit committee of the Board of Directors for issue on May 2, 2017.

Standards, Amendments and Interpretations Effective and Applied

The International Accounting Standards Board (“IASB”) and International Financial Reporting Interpretations Committee (“IFRIC”) have issued the following standards and amendments or interpretations to existing standards that were effective and applied by the company.


Standard	Description	Impact
Amendments to IAS 7, Statement of Cash Flows	Issued to require a reconciliation of the opening and closing liabilities that form part of an entity’s financing activities, including both changes arising from cash flows and non-cash changes.	Adopted prospectively effective January 1, 2017, with required disclosures included in Note 5.
Amendments to IAS 12, Income Taxes	Issued to clarify the requirements on recognition of deferred tax assets for unrealized losses on debt instruments measured at fair value.	Adopted effective January 1, 2017, with no change to the company’s interim financial statements. No changes are expected to the company’s annual consolidated financial statements.



PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q		6

Standards, Amendments and Interpretations Not Yet Effective and Not Applied

The IASB and IFRIC have issued the following standards and amendments or interpretations to existing standards that were not yet effective and not applied as at March 31, 2017. The company does not anticipate early adoption of these standards at this time.


Standard	Description	Expected Impact	Effective Date ¹
IFRS 15, Revenue From Contracts With Customers	Issued to provide guidance on the recognition of revenue from contracts with customers, including multiple-element arrangements and transactions not previously addressed comprehensively, and to enhance disclosures about revenue.	The company is reviewing the standard to determine the potential impact, if any.	January 1, 2018, applied retrospectively with certain practical expedients available.
IFRS 9, Financial Instruments	Issued to replace IAS 39, providing guidance on the classification, measurement and disclosure of financial instruments and introducing a new hedge accounting model.	The company is reviewing the standard to determine the potential impact, if any.	January 1, 2018, applied retrospectively with certain exceptions.
Amendments to IFRS 2, Share-Based Payment	Issued to provide clarification on the classification and measurement of share-based transactions. Specifically, accounting for cash-settled share-based transactions, share-based payment transactions with a net settlement feature and modifications of share-based payment transactions that change classification from cash-settled to equity settled.	The company is reviewing the standard to determine the potential impact, if any.	January 1, 2018, with the option of retrospective or prospective application.
IFRS 16, Leases	Issued to supersede IAS 17, IFRIC 4, SIC-15 and SIC-27, providing the principles for the recognition, measurement, presentation and disclosure of leases. Lessees will be required to recognize assets and liabilities for the rights and obligations created by leases. Lessors will continue to classify leases using a similar approach to that of the superseded standards but with enhanced disclosure to improve information about a lessor’s risk exposure, particularly to residual value risk.	The company is reviewing the standard to determine the potential impact.	January 1, 2019, applied retrospectively with certain practical expedients available.

¹ Effective date for annual periods beginning on or after the stated date.



7		PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q

2. Segment Information

The company has three reportable operating segments: potash, nitrogen and phosphate. These segments are differentiated by the chemical nutrient contained in the products that each produces. The accounting policies of the segments are the same as those described in Note 1 and are measured in a manner consistent with that of the financial statements. Inter-segment sales are made under terms that approximate market value. The company’s operating segments have been determined based on reports reviewed by the Chief Executive Officer (assessed to be the company’s chief operating decision-maker) that are used to make strategic decisions.


	Three Months Ended March 31, 2017
	Potash			Nitrogen			Phosphate			All Others			Consolidated
Sales — third party	$	429		$	375		$	308		$	—		$	1,112
Freight, transportation and distribution — third party		(64	)		(32	)		(37	)		—			(133	)
Net sales — third party		365			343			271			—
Cost of goods sold — third party		(205	)		(257	)		(249	)		—			(711	)
Margin (cost) on inter-segment sales ¹		—			11			(11	)		—			—
Gross margin		160			97			11			—			268

Items included in cost of goods sold or selling and administrative expenses:
Depreciation and amortization		(55	)		(50	)		(58	)		(9	)		(172	)

Assets		9,784			2,510			2,324			2,693			17,311
Cash outflows for additions to property, plant and equipment		45			33			51			4			133

¹ Inter-segment net sales were $22.


	Three Months Ended March 31, 2016
	Potash			Nitrogen			Phosphate			All Others			Consolidated
Sales — third party	$	381		$	428		$	400		$	—		$	1,209
Freight, transportation and distribution — third party		(59	)		(33	)		(41	)		—			(133	)
Net sales — third party		322			395			359			—
Cost of goods sold — third party		(234	)		(298	)		(310	)		—			(842	)
Margin (cost) on inter-segment sales ¹		—			10			(10	)		—			—
Gross margin		88			107			39			—			234

Items included in cost of goods sold or selling and administrative expenses:
Depreciation and amortization		(48	)		(54	)		(57	)		(8	)		(167	)
Termination benefit costs		(32	)		—			—			—			(32	)
Impairment of property, plant and equipment		—			—			(27	)		—			(27	)

Assets		9,865			2,520			2,360			2,765			17,510
Cash outflows for additions to property, plant and equipment		91			69			43			43			246

¹ Inter-segment net sales were $17.



PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q		8

3. Other Expenses


	Three Months Ended March 31
	2017			2016
Foreign exchange gain (loss)	$	1		$	(17	)
Proposed Transaction costs (Note 13)		(9	)		—
Other (expenses) income		(2	)		7
	$	(10	)	$	(10	)

4. Income Taxes

A separate estimated average annual effective tax rate was determined for each taxing jurisdiction and applied individually to the interim period pre-tax income of each jurisdiction.


	Three Months Ended March 31
	2017			2016
Income tax expense	$	13		$	32
Actual effective tax rate on ordinary earnings		11%			26%
Actual effective tax rate including discrete items		8%			30%
Discrete tax adjustments that impacted the tax rate	$	(5	)	$	4

The actual effective tax rate on ordinary earnings for the three months ended March 31, 2017 decreased compared to the same period last year primarily due to significantly lower forecasted annual earnings in the United States.

Tax changes in the province of Saskatchewan, subsequent to March 31, 2017, are expected to result in the company recording a $68 discrete deferred tax recovery in the second quarter of 2017.

Income tax balances within the condensed consolidated statements of financial position were comprised of the following:


Income Tax Assets (Liabilities)	Statements of Financial Position Location	March 31, 2017			December 31, 2016
Current income tax assets
Current	Receivables	$	37		$	41
Non-current	Other assets		61			67
Deferred income tax assets	Other assets		9			10
Total income tax assets		$	107		$	118
Current income tax liabilities
Current	Payables and accrued charges	$	(32	)	$	(25	)
Non-current	Other non-current liabilities and deferred credits		(45	)		(43	)
Deferred income tax liabilities	Deferred income tax liabilities		(2,452	)		(2,463	)
Total income tax liabilities		$	(2,529	)	$	(2,531	)



9		PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q

5. Consolidated Statements of Cash Flow


	Three Months Ended March 31
	2017			2016
Reconciliation of cash provided by operating activities
Net income	$	149		$	75
Adjustments to reconcile net income to cash provided by operating activities
Depreciation and amortization		172			167
Impairment of property, plant and equipment		—			27
Net undistributed earnings of equity-accounted investees		(37	)		(17	)
Share-based compensation		5			2
(Recovery of) provision for deferred income tax		(14	)		6
Pension and other post-retirement benefits		15			15
Asset retirement obligations and accrued environmental costs		(1	)		16
Other long-term liabilities and miscellaneous		4			(10	)
Subtotal of adjustments		144			206
Changes in non-cash operating working capital
Receivables		15			(41	)
Inventories		(49	)		8
Prepaid expenses and other current assets		(5	)		(2	)
Payables and accrued charges		(31	)		(58	)
Subtotal of changes in non-cash operating working capital		(70	)		(93	)
Cash provided by operating activities	$	223		$	188
Supplemental cash flow disclosure
Interest paid	$	29		$	29
Income taxes paid	$	15		$	11

The following is a summary of changes in liabilities arising from financing activities:


	December 31, 2016		Cash Flows ¹		Non-cash Changes		March 31, 2017
Short-term debt and current portion of long-term debt ¹	$	884	$	21	$	—	$	905
Long-term debt		3,707		—		—		3,707
Total liabilities from financing activities	$	4,591	$	21	$	—	$	4,612

¹ Cash inflows and cash outflows arising from short-term debt transactions are presented on a net basis.



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6. Inventories


	March 31, 2017		December 31, 2016
Finished products	$	324	$	269
Intermediate products		183		174
Raw materials		62		75
Materials and supplies		255		250
	$	824	$	768

The following items affected cost of goods sold during the period:


	Three Months Ended March 31
	2017		2016
Expensed inventories before the following items	$	684	$	712
Reserves, reversals and writedowns of inventories		4		(1	)
	$	688	$	711

The carrying amount of inventory recorded at net realizable value was $71 as at March 31, 2017 (December 31, 2016 — $47), with the remaining inventory recorded at cost.

7. Share Capital

Authorized

The company is authorized to issue an unlimited number of common shares without par value and an unlimited number of first preferred shares. The common shares are not redeemable or convertible. The first preferred shares may be issued in one or more series with rights and conditions to be determined by the Board of Directors. No first preferred shares have been issued.

Issued


	Number of Common Shares		Consideration
Balance — December 31, 2016		839,790,379	$	1,798
Issued under option plans		114,900		2
Issued for dividend reinvestment plan		102,076		2
Balance — March 31, 2017		840,007,355	$	1,802

Dividends Declared

During the three months ended March 31, 2017, the company declared dividends per share of $0.10 (2016 — $0.25).

Under the terms of the agreement governing the Proposed Transaction, as described in Note 13, the company is permitted to pay quarterly dividends up to but not in excess of levels existing at the time of signing such agreement.



11		PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q

8. Share-Based Compensation

During the three months ended March 31, 2017, the company issued stock options and performance share units (“PSUs”) to eligible employees under the 2016 Long-Term Incentive Plan (“LTIP”). Information on stock options and PSUs is summarized below:


	LTIP				Expense for all share- based compensation plans
	Units Granted in 2017		Units Outstanding as at March 31, 2017		Three Months Ended March 31
	Units Granted in 2017		Units Outstanding as at March 31, 2017		2017		2016
Stock options		1,482,829		4,543,536	$	3	$	1
Share-settled PSUs		555,918		959,700		1		—
Cash-settled PSUs		855,426		1,541,734		2		2
					$	6	$	3

Grant date fair value per unit for stock options and share-settled PSUs granted during the three months ended March 31, 2017 was $4.36 and $19.93, respectively.

Stock Options

Under the LTIP, stock options generally vest and become exercisable on the third anniversary of the grant date, subject to continuous employment or retirement, and have a maximum term of 10 years. The weighted average fair value of stock options issued during the three months ended March 31, 2017 was estimated as of the date of grant using the Black-Scholes-Merton option-pricing model with the following weighted average assumptions:


Exercise price per option	$	18.71
Expected annual dividend per share	$	0.40
Expected volatility		29%
Risk-free interest rate		1.67%
Expected life of options		5.7 years

Performance Share Units

In 2017, PSUs granted under the LTIP vest based on the achievement of performance metrics, over three years, comprising 1) the relative ranking of the company’s total shareholder return compared with a specified peer group using a Monte Carlo simulation option-pricing model and 2) the outcome of the company’s cash flow return on investment compared with its weighted average cost of capital. Compensation cost is measured based on 1) the grant date fair value of the units, adjusted for the company’s best estimate of the outcome of non-market vesting conditions ¹ at the end of each period for share-settled PSUs and 2) period-end fair value of the awards for cash-settled PSUs. PSUs granted under the LTIP settle in shares for grantees who are subject to the company’s share ownership guidelines and in cash for all other grantees.

¹ The company’s cash flow return on investment compared with its weighted average cost of capital is a non-market vesting condition as performance is not tied to the company’s share price or relative share price.



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9. Financial Instruments

Fair Value

Estimated fair values for financial instruments are designed to approximate amounts for which the instruments could be exchanged in a current arm’s-length transaction between knowledgeable, willing parties. The valuation policies and procedures for financial reporting purposes are determined by the company’s finance department.

Financial instruments included in the unaudited interim condensed consolidated statements of financial position are measured either at fair value or amortized cost. The tables below explain the valuation methods used to determine the fair value of each financial instrument and its associated level in the fair value hierarchy.


Financial Instruments Measured at Fair Value		Fair Value Method
Cash and cash equivalents		Carrying amount (approximation to fair value assumed due to short-term nature).
Available-for-sale investments		Closing bid price of the common shares (Level 1) as at the statements of financial position dates.
Foreign currency derivatives not traded in an active market		Quoted forward exchange rates (Level 2) as at the statements of financial position dates.
Natural gas swaps not traded in an active market		A discounted cash flow model.¹
¹ Inputs included contractual cash flows based on prices for natural gas futures contracts, fixed prices and notional volumes specified by the swap contracts, the time value of money, liquidity risk, the company’s own credit risk (related to instruments in a liability position) and counterparty credit risk (related to instruments in an asset position). Futures contract prices used as inputs in the model were supported by prices quoted in an active market and therefore categorized in Level 2.
Financial Instruments Measured at Amortized Cost		Fair Value Method
Receivables, short-term debt and payables and accrued charges		Carrying amount (approximation to fair value assumed due to short-term nature).
Long-term debt senior notes		Quoted market prices (Level 1 or 2 depending on the market liquidity of the debt).
Other long-term debt instruments		Carrying amount.

Presented below is a comparison of the fair value of the company’s senior notes to their carrying values.


	March 31, 2017				December 31, 2016
	Carrying Amount of Liability ¹		Fair Value of Liability		Carrying Amount of Liability ¹		Fair Value of Liability
Long-term debt senior notes	$	4,203	$	4,439	$	4,202	$	4,384

¹	Includes net unamortized debt issue costs.



13		PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q

The following table presents the company’s fair value hierarchy for financial assets and financial liabilities carried at fair value on a recurring basis:


				Fair Value Measurements at Reporting Dates Using:
	Carrying Amount of Asset (Liability)			Quoted Prices in Active Markets for Identical Assets (Level 1)¹		Significant Other Observable Inputs (Level 2)^1,2
March 31, 2017
Derivative instrument assets
Natural gas derivatives	$	6		$	—	$	6
Available-for-sale investments ³		973			973		—
Derivative instrument liabilities
Natural gas derivatives		(93	)		—		(93	)
December 31, 2016
Derivative instrument assets
Natural gas derivatives	$	6		$	—	$	6
Available-for-sale investments ³		940			940		—
Derivative instrument liabilities
Natural gas derivatives		(97	)		—		(97	)

¹	During the three months ended March 31, 2017 and twelve months ended December 31, 2016, there were no transfers between Level 1 and Level 2. The company’s policy is to recognize transfers at the end of the reporting period.

²	During the three months ended March 31, 2017 and twelve months ended December 31, 2016, there were no amounts categorized as Level 3.

³	Available-for-sale investments are comprised of shares in ICL, Sinofert and other.

10. Seasonality

The company’s sales of fertilizer can be seasonal. Typically, fertilizer sales are highest in the second quarter of the year, due to the Northern Hemisphere’s spring planting season. However, planting conditions and the timing of customer purchases will vary each year, and fertilizer sales can be expected to shift from one quarter to another. Feed and industrial sales are more evenly distributed throughout the year.

11. Contingencies and Other Matters

Canpotex

PCS is a shareholder in Canpotex Limited (“Canpotex”), which markets Canadian potash offshore. Should any operating losses or other liabilities be incurred by Canpotex, the shareholders have contractually agreed to reimburse it for such losses or liabilities in proportion to each shareholder’s productive capacity. Through March 31, 2017, there were no such operating losses or other liabilities.

Mining Risk

The risk of underground water inflows, as with most other underground risks, is currently not insured.

Legal and Other Matters

The company is engaged in ongoing site assessment and/or remediation activities at a number of facilities and sites, and anticipated costs associated with these matters are added to accrued environmental costs in the manner previously described in Note 18 to the company’s 2016 annual consolidated financial statements. This includes matters related to investigation of potential brine migration at certain of the potash sites. The following environmental site assessment and/or remediation matters have uncertainties that may not be fully reflected in the amounts accrued for those matters:

Nitrogen and Phosphate

^·

The US Environmental Protection Agency (“USEPA”) has identified PCS Nitrogen, Inc. (“PCS Nitrogen”) as a potentially responsible party at the Planters Property or Columbia Nitrogen site in Charleston, South Carolina. PCS Nitrogen is subject to a final judgment by the US District Court for the District of South Carolina allocating 30 percent of the liability for response costs at the site to PCS Nitrogen, as well as a proportional share of any costs that cannot be recovered from another responsible party. In December 2013, the USEPA issued an order to PCS Nitrogen and four other respondents requiring them jointly and severally to conduct certain cleanup work at the site and reimburse the USEPA’s costs for overseeing that work. PCS Nitrogen is currently performing the work required by the USEPA order. The USEPA



PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q		14

also has requested reimbursement of approximately $5 of previously incurred response costs. The ultimate amount of liability for PCS Nitrogen depends upon, among other factors, the final outcome of litigation to impose liability on additional parties, the amount needed for remedial activities, the ability of other parties to pay and the availability of insurance.

^·

PCS Phosphate has been identified as a responsible party at the Ward Transformer Superfund Site in Raleigh, North Carolina (“Site”). In the past, PCS Phosphate worked with certain other responsible parties to address PCB soil contamination at the Site pursuant to an agreement with the USEPA. The response actions are nearly complete at an estimated cost of $80, including anticipated remaining work on the Site. The USEPA also sought remediation in certain downstream areas that are referred to as “Operable Unit 1”. PCS Phosphate signed a Consent Decree with USEPA for Operable Unit 1 in September 2016 that is not expected to require PCS Phosphate to incur any additional remediation costs. Certain ongoing litigation for the recovery of previously incurred cleanup costs has been substantially resolved through mediation and is not currently expected to continue.

^·

In 1996, PCS Nitrogen Fertilizer, L.P. (“PCS Nitrogen Fertilizer”), then known as Arcadian Fertilizer, L.P., entered into a Consent Order (the “Order”) with the Georgia Environmental Protection Division (“GEPD”) in conjunction with PCS Nitrogen Fertilizer’s acquisition of real property in Augusta, Georgia. Under the Order, PCS Nitrogen Fertilizer is required to perform certain activities to investigate and, if necessary, implement corrective measures for substances in soil and groundwater. The investigation has proceeded and the results have been presented to GEPD. Two interim corrective measures for substances in groundwater have been proposed by PCS Nitrogen Fertilizer and approved by GEPD. PCS Nitrogen Fertilizer is implementing the approved interim corrective measures, which may be modified by PCS Nitrogen Fertilizer from time to time, but it is unable to estimate with reasonable certainty the total cost of its correction action obligations under the Order at this time.

Based on current information and except for the uncertainties described in the preceding paragraphs, the company does not believe that its future obligations with respect to these facilities and sites are reasonably likely to have a material adverse effect on its consolidated financial statements.

Other legal matters with significant uncertainties include the following:

Nitrogen and Phosphate

^·

The USEPA has an ongoing initiative to evaluate implementation within the phosphate industry of a particular exemption for mineral processing wastes under the hazardous waste program. In connection with this industry-wide initiative, the USEPA conducted inspections at numerous phosphate operations and notified the company of alleged violations of the US Resource Conservation and Recovery Act

(“RCRA”) at its plants in Aurora, North Carolina; Geismar, Louisiana; and White Springs, Florida. The company has entered into RCRA 3013 Administrative Orders on Consent and has performed certain site assessment activities at all of these plants. At this time, the company does not know the scope of action, if any, that may be required. As to the alleged RCRA violations, the company continues to participate in settlement discussions with the USEPA but is uncertain if any resolution will be possible without litigation, or, if litigation occurs, what the outcome would be. The company routinely monitors public information about the impacts of the initiative on other industry members, and it regularly considers this information in establishing the appropriate asset retirement obligations and accruals.

^·

In August 2015, the USEPA finalized amendments to the hazardous air pollutant emission standards for phosphoric acid manufacturing and phosphate fertilizer production (“Final Rule”). The Final Rule includes certain new requirements for monitoring and emissions that are infeasible for the company to satisfy in a timely manner. As a result, in October 2015, the company petitioned the USEPA to reconsider certain aspects of the Final Rule and separately asked the US Court of Appeals for the District of Columbia Circuit to review the Final Rule. Subsequent to these requests, required emissions testing at our Aurora facility in 2016 indicated alleged exceedances of the mercury emission limits that were established by the Final Rule. The company has communicated with the relevant agencies about this issue and supplemented its filings with the USEPA and the court to include reconsideration and review of the mercury emission limits. The facility also entered into an agreed order with the North Carolina Department of Environmental Quality (“NCDEQ”) in November 2016 to resolve the alleged mercury exceedances and provide a plan and schedule for evaluating alternative compliance strategies. In December 2016, the USEPA proposed amendments to the Final Rule to address certain monitoring requirements raised in the company’s request for reconsideration. The company submitted comments on the proposal and will wait for final USEPA action on all petition issues before determining whether to proceed with the court action, which is being held in abeyance pending the outcome of the USEPA reconsideration proceeding. Given the pending legal issues and the company’s evaluation of alternative compliance strategies, the resulting cost of compliance with the various provisions of the Final Rule cannot be predicted with reasonable certainty at this time.

General

^·

The countries where we operate are parties to the Paris Agreement adopted in December 2015 pursuant to the United Nations Framework Convention on Climate Change. Each country that is a party to the Paris Agreement submitted an Intended Nationally Determined Contribution (“INDC”) toward the control of greenhouse gas emissions. The impacts of these INDCs on the company’s operations cannot be determined with any certainty at this time. In October 2016, the Canadian government announced a national plan to put a price on carbon emissions



15		PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q

beginning in 2018 of $10 per tonne and increasing by $10 per tonne each year through 2022, to be implemented either through a carbon tax or a cap and trade program at the election of each province. The province of Saskatchewan is considering various alternative approaches to address the national plan. Other countries where the company operates have not at this time announced regulatory plans that would appear to have a significant impact on company operations. The company is monitoring these developments and their future effect on its operations cannot be determined with certainty at this time.

In addition, various other claims and lawsuits are pending against the company in the ordinary course of business. While it is not possible to determine the ultimate outcome of such actions at this time, and inherent uncertainties exist in predicting such outcomes, it is the company’s belief that the ultimate resolution of such actions is not reasonably likely to have a material adverse effect on its consolidated financial statements.

The breadth of the company’s operations and the global complexity of tax regulations require assessments of uncertainties and judgments in estimating the taxes it will ultimately pay. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions, outcomes of tax litigation and resolution of disputes arising from federal, provincial, state and local tax audits. The resolution of these uncertainties and the associated final taxes may result in adjustments to the company’s tax assets and tax liabilities.

The company owns facilities that have been either permanently or indefinitely shut down. It expects to incur nominal annual expenditures for site security and other maintenance costs at certain of these facilities. Should the facilities be dismantled, certain other shutdown-related costs may be incurred. Such costs are not expected to have a material adverse effect on the company’s consolidated financial statements and would be recognized and recorded in the period in which they are incurred.

12. Related Party Transactions

The company sells potash from its Canadian mines for use outside Canada and the US exclusively to Canpotex. Sales are at prevailing market prices and are settled on normal trade terms. Sales to Canpotex for the three months ended March 31, 2017 were $198 (2016 — $179). At March 31, 2017, $137 (December 31, 2016 — $141) was owing from Canpotex.

13. Proposed Transaction with Agrium Inc.

On September 11, 2016, the company entered into an Arrangement Agreement with Agrium Inc. (“Agrium”) pursuant to which the company and Agrium have agreed to combine their businesses (the “Proposed Transaction”) in a merger of equals transaction to be implemented by way of a plan of arrangement under the Canada Business Corporations Act. On November 3, 2016, the Proposed Transaction was approved by shareholders of both companies. On November 7, 2016, the Ontario Superior Court of Justice issued a final order approving the Proposed Transaction. The Proposed Transaction is currently anticipated to be completed in mid-2017 and is subject to customary closing conditions, including regulatory approvals.

Upon the closing of the Proposed Transaction, the company and Agrium will become indirect, wholly owned subsidiaries of a new parent company. PotashCorp shareholders will own approximately 52 percent of the new parent, and Agrium shareholders will own approximately 48 percent.



PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q		16

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (in US dollars)

The following discussion and analysis is the responsibility of management and is as at May 2, 2017. The Board of Directors (Board) carries out its responsibility for review of this disclosure principally through its audit committee, comprised exclusively of independent directors. The audit committee reviews and, prior to its publication, approves this disclosure, pursuant to the authority delegated to it by the Board. The term “PCS” refers to Potash Corporation of Saskatchewan Inc. and the terms “we,” “us,” “our,” “PotashCorp” and “the company” refer to PCS and, as applicable, PCS and its direct and indirect subsidiaries as a group. Additional information relating to PotashCorp (which, except as otherwise noted, is not incorporated by reference herein), including our Annual Report on Form 10-K for the year ended December 31, 2016 (2016 Form 10-K), can be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. The company is a foreign private issuer under the rules and regulations of the US Securities and Exchange Commission (the SEC); however, it currently files voluntarily on the SEC’s domestic forms.

POTASHCORP AND OUR OPERATING ENVIRONMENT

PotashCorp is the world’s largest crop nutrient company by capacity, producing the three primary crop nutrients: potash (K), nitrogen (N) and phosphate (P) for use in the production of fertilizer, industrial and animal feed products.

Our Canadian potash operations – the primary focus and namesake of our company – represent approximately one-fifth of global capacity. To enhance our global footprint, we also have investments in four potash-related businesses in Latin America, the Middle East and Asia. We complement our potash assets with focused positions in nitrogen and phosphate.

Detailed descriptions of our operating environments can be found on pages 18 and 19 (potash), 20 and 21 (nitrogen) and 22 and 23 (phosphate) in our 2016 Annual Integrated Report (2016 AIR).

GOVERNANCE

In fulfilling its oversight responsibilities, our Board’s commitment to excellence in governance permeates our overall approach to business. Our Board fosters a culture that encourages us to uphold the highest ethical standards and strive for excellence in our business practices in order to build long-term value for all our stakeholders.

There have been no significant changes to how we approach governance from that described in our 2016 AIR (see pages 24 to 27).

STRATEGY AND PERFORMANCE

Creating superior shareholder value is essential to ensure we can make plentiful possible for all our stakeholders. Strong and sustainable earnings growth – coupled with a premium valuation multiple – rewards our shareholders and, at the same time, allows us to focus on our broader social and environmental responsibilities. Our seven strategic priorities determine where we focus our efforts to create long-term value for all those associated with our business. Our long-term objective is to create superior shareholder value by: growing earnings and cash flow while minimizing volatility; protecting and enhancing a premium valuation multiple; and maintaining the trust and support of our stakeholders.

Financially, we prioritize earnings growth and investment opportunities in potash, while complementing that business with other best-in-class assets. Our strategic priorities, depicted below and described in further detail along with key target metrics on pages 30 to 47 in our 2016 AIR, did not change during the first quarter of 2017.

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17		PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q

PENDING MERGER OF EQUALS WITH AGRIUM INC.

During the third quarter of 2016, the company entered into an arrangement agreement (the Arrangement Agreement) with Agrium Inc. (Agrium) to combine their businesses (the Proposed Transaction) in a merger of equals transaction to be implemented by way of a plan of arrangement under the Canada Business Corporations Act. Upon the closing of the Proposed Transaction, which is anticipated mid-2017, the company and Agrium will become indirect, wholly owned subsidiaries of a new parent company (New Parent). PotashCorp shareholders will own approximately 52 percent of New Parent, and Agrium shareholders will own approximately 48 percent. During the fourth quarter of 2016, shareholders of both companies overwhelmingly approved the Proposed Transaction and the Ontario Superior Court of Justice issued a final order approving it. From a regulatory standpoint, we continue to cooperate with the various enforcement agencies in their reviews. We have received clearances in Brazil and Russia, and continue to work on obtaining approval from China, India, Canada and the US.

The creation of the combined company pursuant to the Proposed Transaction is designed to: 1) bring together world-class nutrient production assets and retail distribution, providing an integrated platform with multiple paths for growth; 2) create up to $500 million of annual run-rate operating synergies within 24 months of closing; 3) enhance financial flexibility through the use of a strong balance sheet and improved cash flows, enabling the support of growth initiatives and shareholder returns; and 4) leverage best-in-class leadership and governance through the combination of two experienced teams that are focused on creating long-term value.

For further discussion of the Proposed Transaction, please refer to our Current Reports on Form 8-K and the documents filed therewith, filed with the SEC on September 12, 2016 and on October 6, 2016 and the various filings with Canadian provincial securities commissions including the joint information circular of PCS and Agrium dated October 3, 2016.

RISK

In our 2016 AIR, we provide an overview of our approach to risk (page 28), explain how we use a risk management-ranking methodology to assess the key risks specific to our company (page 49) and provide a description of, management approach to and any significant developments for each key risk (pages 50 to 55).

Our risk-ranking matrix, in terms of residual severity of consequence and likelihood, is displayed below.

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PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q		18

Key risks with rankings unchanged from our 2016 AIR were as follows:


Risk	Risk Ranking	Associated Strategies¹	Risk	Risk Ranking	Associated Strategies¹
Extreme loss	B		Safety, health and security	C
Offshore potash sales and distribution	B		Stakeholder support for our business plans	C
Competitive supply	B		Sustaining growth	C
Global potash demand	B		Trinidad natural gas supply	C
Cyber security	C		Realization of asset values	D
Environment	C		Capital management	D
International operations and non-operated assets	C

¹	Brighter sections indicate the strategic priority (described on page 17 of this Form 10-Q) impacted by the risk. Faded sections mean the strategic priority is not significantly affected by the risk.



19		PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q

KEY PERFORMANCE DRIVERS — PERFORMANCE COMPARED TO TARGETS

Through our integrated value model, we set, evaluate and refine our targets to drive improvements that benefit all those impacted by our business. We demonstrate our accountability by tracking and reporting our performance against targets related to each strategic priority set out on pages 32 to 47 in our 2016 AIR. A summary of our progress against selected strategic priorities and representative annual targets is set out below.


Strategic Priority	Representative 2017 Annual Target	Performance to March 31, 2017
Portfolio & Return Optimization	Exceed total shareholder return (TSR) performance for our sector and the DAXglobal Agribusiness Index.	PotashCorp’s TSR was -5 percent in the first three months of 2017 compared to our sector’s weighted average return based on market capitalization¹ of NIL percent and the DAXglobal Agribusiness Index weighted average return (based on market capitalization) of 4 percent.
Operational Excellence	Achieve a 95 percent ammonia reliability rate for our nitrogen division.	Our ammonia reliability rate was 96 percent for the first three months of 2017.
People Development	Maintain an annual employee turnover rate of 5 percent or less.	Employee turnover rate on an annualized basis for the first three months of 2017 was 4 percent.
Safety & Health Excellence	Achieve zero life-altering injuries at our sites.	There were no life-altering injuries at our sites during the first three months of 2017.

	Reduce total site recordable injury rate to 0.75 (or lower) and total lost-time injury rate to 0.07 (or lower).	During the first three months of 2017, total site recordable injury rate was 0.95 and total lost-time injury rate was 0.05.
Environmental Excellence	By 2018, reduce environmental incidents (releases, permit excursions and spills) by 40 percent from 2014 levels.	Annualized total environmental incidents were down 67 percent during the first three months of 2017 compared to 2014 annual levels. Compared to the first three months of 2016, total reportable incidents were down 78 percent.

¹	TSRs are based on the currencies of the primary exchanges in which the relevant shares are traded.

PERFORMANCE OVERVIEW

This discussion and analysis are based on the company’s unaudited interim condensed consolidated financial statements included in Part I of this Quarterly Report on Form 10-Q (financial statements in this Form 10-Q) based on International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS), unless otherwise stated. All references to per-share amounts pertain to diluted net income per share.

For an understanding of trends, events, uncertainties and the effect of critical accounting estimates on our results and financial condition, this Form 10-Q should be read carefully, together with our 2016 AIR.

REVISED ¹ ANNUAL EARNINGS GUIDANCE AND FIRST QUARTER 2017 RESULTS

Revised ¹
Annual Company

Guidance

First Quarter Actual

Results

Earnings per share

$ 0.45 — $ 0.65

$ 0.18

¹ Effective April 27, 2017.



PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q		20

OVERVIEW OF ACTUAL RESULTS


	Three Months Ended March 31
Dollars (millions), except per-share amounts	2017		2016		Change			% Change
Sales	$	1,112	$	1,209	$	(97	)		(8	)
Gross margin		268		234		34			15
Operating income		221		159		62			39
Net income		149		75		74			99
Net income per share — diluted		0.18		0.09		0.09			100
Other comprehensive income		39		11		28			255

LOGO

Earnings in the first quarter of 2017 were higher than the first quarter of 2016 due primarily to higher gross margin in potash, increased earnings of equity-accounted investees and decreased income taxes more than offsetting lower gross margins in nitrogen and phosphate.

Nutrient affordability and lower inventories led to consistent buyer engagement in potash during the first quarter. Deliveries increased to most major markets and contributed to modest increases in global spot prices from fourth-quarter 2016 levels.

Lower urea exports from China were offset by increased supply from other regions and limited demand from India, leading to a softer pricing environment, especially late in the quarter. Urea prices in the US were further pressured by large offshore imports during the quarter. Ammonia was more resilient as supply issues in key exporting regions supported a more constructive pricing environment.

Phosphate markets were supported by strong demand in much of the Western Hemisphere, supply constraints in key producing regions and rising costs for key inputs. Spot prices for most phosphate fertilizer products strengthened from those realized late in 2016, but remained well below that year’s first quarter. Prices for feed and industrial products continued to trend lower in the first quarter and remained below prior year levels, due primarily to increased supply from offshore producers.

Other comprehensive income for the first quarter of 2017 was primarily the result of increases in the fair value of our investments in Israel Chemicals Ltd. (ICL) and Sinofert Holdings Limited (Sinofert). Other comprehensive income for the first quarter of 2016 was primarily impacted by an increase in the fair value of our investment in ICL and reclassification to income of net losses on natural gas hedging derivatives more than offsetting a decrease in the fair value of our investment in Sinofert.



21		PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q

OPERATING SEGMENT REVIEW

We report our results (including gross margin) in three business segments: potash, nitrogen and phosphate as described in Note 2 to the financial statements in this Form 10-Q. Our reporting structure reflects how we manage our business and how we classify our operations for planning and measuring performance. We include net sales in segment disclosures in the financial statements in this Form 10-Q pursuant to IFRS, which require segmentation based upon our internal organization and reporting of revenue and profit measures. As a component of gross margin, net sales (and the related per-tonne amounts) are the primary revenue measures we use and review in making decisions about operating matters on a business segment basis. These decisions include assessments about potash, nitrogen and phosphate performance and the resources to be allocated to these segments. We also use net sales (and the related per-tonne amounts) for business planning and monthly forecasting. Net sales are calculated as sales revenues less freight, transportation and distribution expenses. Realized prices refer to net sales prices.

Our discussion of segment operating performance is set out below and includes nutrient product and/or market performance results, where applicable, to give further insight into these results.

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PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q		22

POTASH PERFORMANCE

FINANCIAL PERFORMANCE


	Three Months Ended March 31
	Dollars (millions)									Tonnes (thousands)						Average per Tonne¹
	2017			2016			% Change			2017		2016		% Change		2017			2016			% Change
Manufactured product
Net sales
North America	$	163		$	138			18			859		778		10	$	190		$	178			7
Offshore		198			180			10			1,320		1,005		31	$	150		$	179			(16	)
		361			318			14			2,179		1,783		22	$	166		$	178			(7	)
Cost of goods sold		(196	)		(229	)		(14	)							$	(90	)	$	(128	)		(30	)
Gross margin		165			89			85								$	76		$	50			52
Other miscellaneous and purchased product gross margin ²		(5	)		(1	)		400
Gross Margin	$	160		$	88			82								$	73		$	49			49

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

²	Comprised of net sales of $4 million (2016 – $4 million) less cost of goods sold of $9 million (2016 – $5 million).

Potash gross margin variance was attributable to:


	Three Months Ended March 31 2017 vs. 2016
				Change in Prices/Costs
Dollars (millions)	Change in Sales Volumes			Net Sales			Cost of Goods Sold		Total
Manufactured product
North America	$	13		$	10		$	42	$	65
Offshore		32			(38	)		17		11
Change in market mix		(1	)		—			1		—
Total manufactured product	$	44		$	(28	)	$	60	$	76
Other miscellaneous and purchased product										(4	)
Total									$	72



23		PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q

Sales to major offshore markets by Canpotex ¹ were as follows:


	Three Months Ended March 31
	Percentage of Sales Volumes
	2017		2016		% Change
Other Asian markets ²		36		49		(27	)
Latin America		24		28		(14	)
China		20		11		82
India		11		4		175
Other markets		9		8		13
		100		100

¹	Canpotex Limited (Canpotex).

²	All Asian markets except China and India.

The most significant contributors to the change in total gross margin quarter over quarter were as follows (direction of arrows refers to impact on gross margin):

Sales Volumes

Net Sales Prices

Cost of Goods Sold

Sales volumes were higher due primarily to stronger demand in all key markets.

Despite a continued recovery in global spot prices compared to the trailing quarter, our average realized potash price for the first quarter of 2017 was below the amount realized in the first quarter of 2016, as weaker prices in standard-grade markets more than offset higher prices in North America.

Costs were lower in 2017 due to our portfolio optimization and results from our cost reduction strategy.

Costs were also lower in 2017 as the first quarter of 2016 included costs associated with the indefinite suspension of potash operations at Picadilly.

Offshore cost of goods sold variance was positive as a relatively higher percentage of products sold was produced at lower-cost mines.

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PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q		24

NON-FINANCIAL PERFORMANCE

The most significant contributors to the change in our non-financial performance highlights quarter over quarter were as follows:

LOGO

There were no significant changes between 2016 and 2017.

Combined with lower hours worked in 2017, the 13 recordable injuries in 2017 compared to 16 in 2016 resulted in a slightly higher total recordable injury rate.

No lost-time injuries in 2017 compared to two lost-time injuries in 2016 resulted in a lower lost-time injury rate.

There were no significant changes between 2016 and 2017.

In 2017, we experienced no environmental incidents. In 2016, environmental incidents included one potash spill, one brine spill and one water release with high suspended solids.

Waste, as defined in our 2016 AIR, increased quarter over quarter due to the increase in production.



25		PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q

NITROGEN PERFORMANCE

FINANCIAL PERFORMANCE


	Three Months Ended March 31
	Dollars (millions)									Tonnes (thousands)							Average per Tonne ¹
	2017			2016			% Change			2017		2016		% Change			2017			2016			% Change
Manufactured product ²
Net sales
Ammonia	$	159		$	188			(15	)		546		601		(9	)	$	291		$	312			(7	)
Urea		89			86			3			320		306		5		$	279		$	280			—
Solutions, nitric acid, ammonium nitrate		111			133			(17	)		701		757		(7	)	$	158		$	176			(10	)
		359			407			(12	)		1,567		1,664		(6	)	$	229		$	244			(6	)
Cost of goods sold		(266	)		(304	)		(13	)								$	(170	)	$	(182	)		(7	)
Gross margin		93			103			(10	)								$	59		$	62			(5	)
Other miscellaneous and purchased product gross margin ³		4			4			—
Gross Margin	$	97		$	107			(9	)								$	62		$	64			(3	)

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

²	Includes inter-segment ammonia sales, comprised of: net sales $22 million, cost of goods sold $11 million and 55,000 sales tonnes (2016 – net sales $17 million, cost of goods sold $7 million and 40,000 sales tonnes). Inter-segment profits are eliminated on consolidation.

³	Includes third-party net sales of $6 million and cost of goods sold $2 million (2016 – net sales $5 million and cost of goods sold $1 million).

Nitrogen gross margin variance was attributable to:


	Three Months Ended March 31 2017 vs. 2016
				Change in Prices/Costs
Dollars (millions)	Change in Sales Volumes			Net Sales			Cost of Goods Sold			Total
Manufactured product
Ammonia	$	(5	)	$	(12	)	$	15		$	(2	)
Urea		1			—			3			4
Solutions, nitric acid, ammonium nitrate		(3	)		(10	)		(9	)		(22	)
Hedge		—			—			10			10
Change in product mix		—			(2	)		2			—
Total manufactured product	$	(7	)	$	(24	)	$	21		$	(10	)
Other miscellaneous and purchased product											—
Total										$	(10	)



PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q		26


	Three Months Ended March 31
	Sales Tonnes (thousands)				Average Net Sales Price per Tonne
	2017		2016		2017		2016
Fertilizer		620		666	$	230	$	232
Industrial and Feed		947		998	$	228	$	253
		1,567		1,664	$	229	$	244

The most significant contributors to the change in total gross margin quarter over quarter were as follows (direction of arrows refers to impact on gross margin):


Sales Volumes		Net Sales Prices		Cost of Goods Sold
	Sales volumes were down primarily due to ammonia vessel timing, lower industrial demand and seasonal weakness for nitrogen solutions.		Our average realized price was down as increased global supply weighed on benchmark pricing for most products.		Average costs, including our hedge position, for natural gas used as feedstock in production decreased two percent. Costs for natural gas used as feedstock in Trinidad production fell 21 percent (contract price indexed, in part, to Tampa ammonia prices) while our US spot costs for natural gas increased 43 percent. Including losses on our hedge position, our US gas prices increased 19 percent.

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27		PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q

NON-FINANCIAL PERFORMANCE

The most significant contributors to the change in our non-financial performance highlights quarter over quarter were as follows:

LOGO

There were no significant changes between 2016 and 2017.

In 2017, there were four recordable injuries and no lost-time injuries compared to six recordable injuries and two lost-time injuries in 2016.

The annualized employee turnover rate increased as a result of seven departures in 2017 compared to three departures in 2016.

In 2017, we had two environmental incidents, consisting of one ammonia release and one organic nitrogen permit exceedance. In 2016, we had three environmental incidents, consisting of one ammonia gas release, one fluoride air permit exceedance and one urea solution spill.



PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q		28

PHOSPHATE PERFORMANCE

FINANCIAL PERFORMANCE


	Three Months Ended March 31
	Dollars (millions)									Tonnes (thousands)							Average per Tonne ¹
	2017			2016			% Change			2017		2016		% Change			2017			2016			% Change
Manufactured product
Net sales
Fertilizer	$	136		$	191			(29	)		368		437		(16	)	$	369		$	436			(15	)
Feed and Industrial		134			167			(20	)		271		280		(3	)	$	495		$	596			(17	)
		270			358			(25	)		639		717		(11	)	$	423		$	499			(15	)
Cost of goods sold		(260	)		(320	)		(19	)								$	(406	)	$	(446	)		(9	)
Gross margin		10			38			(74	)								$	17		$	53			(68	)
Other miscellaneous and purchased product gross margin ²		1			1			—
Gross Margin	$	11		$	39			(72	)								$	17		$	54			(69	)

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

²	Comprised of net sales of $1 million (2016 – $1 million) less cost of goods sold of $NIL million (2016 – $NIL).

Phosphate gross margin variance was attributable to:


	Three Months Ended March 31 2017 vs. 2016
				Change in Prices/Costs
Dollars (millions)	Change in Sales Volumes			Net Sales			Cost of Goods Sold			Total
Manufactured product
Fertilizer	$	(6	)	$	(25	)	$	(1	)	$	(32	)
Feed and Industrial		(1	)		(28	)		33			4
Change in product mix		(1	)		4			(3	)		—
Total manufactured product	$	(8	)	$	(49	)	$	29		$	(28	)
Other miscellaneous and purchased product											—
Total										$	(28	)



29		PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q

The most significant contributors to the change in total gross margin quarter over quarter were as follows (direction of arrows refers to impact on gross margin):


Sales Volumes		Net Sales Prices		Cost of Goods Sold
	Sales volumes were down largely due to weaker demand for our liquid fertilizer products.		Our average realized price was down, reflecting lower benchmark pricing for all of our products.		In 2016, there was an impairment of property, plant and equipment related to product that the company no longer produces. There was no such impairment in 2017, resulting in a positive cost of goods sold variance in feed and industrial.

					Fertilizer cost of goods sold variance was negative due to start-up costs of a solid fertilizer plant in White Springs more than offsetting lower sulfur costs and decreased provisions for asset retirement obligations (2016 was impacted by lower discount rates).

LOGO



PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q		30

NON-FINANCIAL PERFORMANCE

The most significant contributors to the change in our non-financial performance highlights quarter over quarter were as follows:

LOGO

There were no significant changes between 2016 and 2017.

In 2017, there were three recordable injuries, including one lost-time injury, compared to six recordable injuries and one lost-time injury in 2016.

The annualized employee turnover rate rose due to 16 departures in 2017 compared to nine departures in 2016.

In 2017, we experienced no environmental incidents. In 2016, environmental incidents included a total suspended solids permit exceedance and a mercury permit exceedance.

Water consumption increased as a result of drought conditions at our White Springs facility, which recycles rainwater for use in operations.

OTHER EXPENSES AND INCOME


	Three Months Ended March 31
Dollars (millions), except percentage amounts	2017			2016			Change			% Change
Selling and administrative expenses	$	(50	)	$	(53	)	$	3			(6	)
Provincial mining and other taxes		(34	)		(31	)		(3	)		10
Share of earnings of equity-accounted investees		39			19			20			105
Dividend income		8			—			8			n/m
Other expenses		(10	)		(10	)		—			—
Finance costs		(59	)		(52	)		(7	)		13
Income taxes		(13	)		(32	)		19			(59	)

n/m = not meaningful



31		PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q

The most significant contributors to the change in other expenses and income quarter over quarter were as follows:


Share of Earnings of Equity-Accounted Investees	Share of earnings of equity-accounted investees pertains primarily to SQM and APC. Higher earnings were mainly due to higher earnings at SQM.
Finance Costs	There were no significant changes.


Income Taxes	Income taxes decreased primarily due to significantly lower forecasted annual earnings in the United States. For the first three months of 2017, 162 percent of the effective tax rate on the current year’s ordinary earnings pertained to current income taxes (2016 – 83 percent) and (62) percent related to deferred income taxes (2016 – 17 percent). The decrease in the deferred portion is due to significantly lower forecasted annual earnings in the United States.

	EFFECTIVE TAX RATES AND DISCRETE ITEMS
		Three Months Ended March 31
	Dollars (millions), except percentage amounts	2017			2016
	Actual effective tax rate on ordinary earnings		11	%		26	%
	Actual effective tax rate including discrete items		8	%		30	%
	Discrete tax adjustments that impacted the tax rate	$	5		$	(4	)

OTHER NON-FINANCIAL INFORMATION


	Three Months Ended March 31
Dollars (millions), except percentage amounts	2017		2016		Change		% Change
Taxes and royalties¹	$	94	$	78	$	16		21

¹	Includes tax and royalty amounts on an accrual basis calculated as: current income tax expense less investment tax credits and realized excess tax benefit related to share-based compensation plus potash production tax, resource surcharge, royalties, municipal taxes and other miscellaneous taxes.



PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q		32

The most significant contributors to the change in other non-financial information quarter over quarter were as follows:


Taxes and Royalties		Taxes and royalties increased primarily due to an increase in current income taxes. The increase in current income taxes was due to a decrease in estimated usage of Canadian investment tax credits to reduce cash taxes payable.

FINANCIAL CONDITION REVIEW

STATEMENT OF FINANCIAL POSITION ANALYSIS

LOGO

The most significant contributors to the changes in our statements of financial position were as follows (direction of arrows refers to increase or decrease):


Assets		Liabilities
	Property, plant and equipment decreased as depreciation exceeded additions.		Payables and accrued charges were lower mainly due to lower trade payables.

	Investments were impacted by higher fair values of our available-for-sale investments in Sinofert and ICL and increases in the values of our equity-accounted investments in SQM and APC.
Equity
	Retained earnings were higher as a result of net income (discussed in more detail above) exceeding dividends declared.

As at March 31, 2017, $21 million (December 31, 2016 – $21 million) of our cash and cash equivalents was held in certain foreign subsidiaries. There are no current plans to repatriate the funds at March 31, 2017 in a manner that would result in tax consequences.



33		PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q

LIQUIDITY AND CAPITAL RESOURCES

CASH REQUIREMENTS

CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS

Our contractual obligations and other commitments detailed on page 84 of our 2016 AIR summarize certain of our liquidity and capital resource requirements, excluding obligations that have original maturities of less than one year and planned (but not legally committed) capital expenditures.

SOURCES AND USES OF CASH

The company’s cash flows from operating, investing and financing activities are summarized in the following table:


	Three Months Ended March 31
Dollars (millions), except percentage amounts	2017			2016			Change			% Change
Cash provided by operating activities	$	223		$	188		$	35			19
Cash used in investing activities		(132	)		(246	)		114			(46	)
Cash (used in) provided by financing activities		(61	)		41			(102	)		n/m
Increase (Decrease) in Cash and Cash Equivalents	$	30		$	(17	)	$	47			n/m

n/m = not meaningful

LOGO



PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q		34

The most significant contributors to the changes in cash flows quarter over quarter were as follows:


Cash Provided by Operating Activities		Cash provided by operating activities was impacted by: • Higher net income in 2017; • Higher cash inflows from receivables in 2017; and • Lower cash outflows on inventory in 2017.
Cash Used in Investing Activities		Cash used in investing activities was primarily for additions to property, plant and equipment.
Cash Provided by (Used in) Financing Activities		Cash used in financing activities in 2017 was largely the result of dividends paid more than offsetting proceeds from the issuance of commercial paper. Cash provided by financing activities in 2016 was largely the result of proceeds from the issuance of commercial paper more than offsetting dividends paid.

We believe that internally generated cash flow, supplemented by available borrowings under our existing financing sources if necessary, will be sufficient to meet our anticipated capital expenditures and other cash requirements for at least the next 12 months, inclusive of requirements relating to the Proposed Transaction, but exclusive of any possible acquisitions. At this time, we do not reasonably expect any presently known trend or uncertainty to affect our ability to access our historical sources of liquidity.

LOGO



35		PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q

CAPITAL STRUCTURE AND MANAGEMENT

PRINCIPAL DEBT INSTRUMENTS

LOGO

We use a combination of cash generated from operations and short-term and long-term debt to finance our operations. We typically pay floating rates of interest on our short-term debt and credit facility and fixed rates on our senior notes.

During the first quarter of 2017, there were no significant changes to the nature of our outstanding commercial paper, credit facility, short-term line of credit and uncommitted letter of credit facility described on page 87 in our 2016 AIR. As at March 31, 2017, interest rates on outstanding commercial paper ranged from 1.1 percent to 1.5 percent. (December 31, 2016 – 0.9 percent to 1.1 percent).

The credit facility and line of credit have financial tests and covenants, including consequences of non-compliance, referenced on page 87 of our 2016 AIR, with which we must comply at each quarter-end. We were in compliance with all covenants as at March 31, 2017 and at this time anticipate being in compliance with such covenants through 2017.

The accompanying table summarizes the limits and results of certain covenants:


Debt covenants at March 31 Dollars (millions), except ratio amounts	Limit			2017
Debt-to-capital ratio ¹	£	0.65			0.36
Debt of subsidiaries	< $	1,000		$	-
Net book value of disposed assets	< $	4,314	²	$	-

¹ Debt-to-capital ratio = debt (short-term debt and current portion of long-term debt + long-term debt) / (debt + shareholders’ equity). This non-IFRS financial measure is a requirement of our debt covenants and should not be considered as a substitute for, nor superior to, measures of financial performance prepared in accordance with IFRS.

² Limit is 25 percent of the prior year’s year-end total assets

Our ability to access reasonably priced debt in the capital markets is dependent, in part, on the quality of our credit ratings. We continue to maintain investment-grade credit ratings for our long-term debt. A downgrade of the credit rating of our long-term debt would increase the interest rates applicable to borrowings under our credit facility and our line of credit.

Commercial paper markets are normally a source of same-day cash for the company. Our access to the US commercial paper market primarily depends on maintaining our current short-term credit ratings as well as general conditions in the money markets.


	Long-Term Debt		Short-Term Debt
	Rating (Outlook)		Rating
	March 31 2017	December 31 2016	March 31 2017	December 31 2016
Moody’s	Baa1 (negative)	Baa1 (negative)	P-2	P-2
Standard & Poor’s	BBB+ (stable)	BBB+ (stable)	A-2¹	A-2 ¹

¹	S&P assigned a global commercial paper rating of A-2, but rated our commercial paper A-1 (low) on a Canadian scale.

A security rating is not a recommendation to buy, sell or hold securities. Such rating may be subject to revision or withdrawal at any time by the respective credit rating agency and each rating should be evaluated independently of any other rating.

OUTSTANDING SHARE DATA


	March 31 2017		December 31 2016
Common shares issued and outstanding		840,007,355		839,790,379
Options to purchase common shares outstanding		20,288,369		19,470,014
Share-settled performance share units		959,700		602,740
Number of share-settled compensation plans		10		10

Our $4,250 million of senior notes were issued under US shelf registration statements. If the Proposed Transaction is completed, a downgrade in the company’s credit ratings below investment-grade would trigger a change in control offer under existing debt securities, except for the notes issued in 2016, and the company would be required to make an offer to purchase all, or any part, of the senior notes at 101 percent of the $3,750 million outstanding principal amount of the notes to be repurchased, plus accrued and unpaid interest

For the first three months of 2017, our weighted average cost of capital was 7.0 percent (2016 – 7.6 percent), of which 76 percent represented the cost of equity (2016 – 75 percent).



PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q		36

OFF-BALANCE SHEET ARRANGEMENTS

Off-balance sheet arrangements are described on page 88 of our 2016 AIR. We do not reasonably expect any presently known trend or uncertainty to affect our ability to continue using these arrangements. Refer to Note 11 to the financial statements in this

Form 10-Q for a contingency related to Canpotex. Refer to page 88 of our 2016 AIR for information pertaining to our guarantees and derivative instruments. See “Cash Requirements” on page 34 of this Form 10-Q and our 2016 AIR for obligations related to operating leases and certain of our long-term raw materials agreements that contain fixed price and/or volume components.

QUARTERLY FINANCIAL HIGHLIGHTS


Dollars (millions), except as otherwise noted	March 31, 2017			December 31, 2016		September 30, 2016		June 30, 2016			March 31, 2016		December 31, 2015			September 30, 2015			June 30, 2015
Financial Performance
Sales	$	1,112		$	1,058	$	1,136	$	1,053		$	1,209	$	1,354		$	1,529		$	1,731
Gross margin		268			163		190		243			234		386			505			711
Net income		149			46		81		121			75		201			282			417
Net income per share – basic ¹		0.18			0.05		0.10		0.14			0.09		0.24			0.34			0.50
Net income per share – diluted ¹		0.18			0.05		0.10		0.14			0.09		0.24			0.34			0.50
Non-Financial Performance
Total shareholder return percentage		(5	)		12		2		(3	)		2		(15	)		(33	)		(3	)
Employee turnover rate (annualized percentage)		4			3		3		4			3		3			4			4
Total recordable injury rate		0.95			0.74		0.92		0.69			1.15		0.97			1.29			0.85
Environmental incidents		2			1		5		3			9		8			6			5

¹ Net income per share for each quarter has been computed based on the weighted average number of shares issued and outstanding during the respective quarter, including the dilutive number of shares assumed for the diluted earnings per share computation; therefore, as the number of shares varies each period, quarterly amounts may not add to the annual total.

Refer to Note 10 to the financial statements in this Form 10-Q for information pertaining to sales that can be seasonal.

In the fourth quarter of 2016, earnings were impacted by a $20 million non-cash impairment charge to property, plant and equipment in the phosphate segment. In the second quarter of 2016, earnings were impacted by $33 million in exit costs relating to Canpotex’s Prince Rupert terminal in the potash segment and a $10 million non-cash impairment charge on our available-for-sale investment in Sinofert.



37		PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q

OTHER FINANCIAL INFORMATION

RELATED PARTY TRANSACTIONS

Refer to Note 12 to the financial statements in this Form 10-Q for information pertaining to transactions with related parties.

CRITICAL ACCOUNTING ESTIMATES

There have been no material changes to our critical accounting policies in the first three months of 2017. Certain of these policies, such as long-lived asset impairment, derivative instruments, provisions and contingencies for asset retirement, environmental and other obligations, and capitalization and depreciation of property, plant and equipment, involve critical accounting estimates because they require us to make subjective or complex judgments about matters that are inherently uncertain and because of the likelihood that materially different amounts could be reported under different conditions or using different assumptions, particularly in the current market environment. Information on impairment sensitivities is included on page 89 of our 2016 AIR.

We have discussed the development, selection and application of our key accounting policies, and the critical accounting estimates and assumptions they involve, with the audit committee of the Board, and the committee reviewed the disclosures described in this Form 10-Q.

RECENT ACCOUNTING CHANGES

Refer to Note 1 to the financial statements in this Form 10-Q for information on issued accounting pronouncements that will be effective in future periods and were effective in 2017. Information on the implementation of IFRS 15, Revenue From Contracts With Customers and IFRS 16, Leases is included on page 89 of our 2016 AIR.

OUTLOOK

POTASH MARKET OUTLOOK

Strong demand is expected to continue through the remainder of the year. We maintain our global shipments estimate of 61-64 million tonnes for 2017, above the approximately 60 million tonnes shipped in 2016, and expect supportive market fundamentals through the balance of this year.

In North America, we believe fertilizer affordability and the need to replenish soil nutrients following 2016’s record harvest will contribute to healthy demand at the farm level. We maintain our full-year shipment expectation in the range of 9.3-9.8 million tonnes, consistent with our previous estimate.

In Latin America, we expect the affordability of nutrients to continue to support a positive demand environment. Factoring in robust deliveries during the first quarter, we have increased our estimate of full-year shipments to 11.7-12.2 million tonnes, exceeding 2016’s total.

In China, healthy consumption levels driven by attractive crop prices and strong affordability relative to other nutrients have resulted in a drawdown of inventory levels. We continue to expect demand for the full year in the range of 14.5-15.5 million tonnes, above the approximately 14 million tonnes shipped in 2016.

In India, we have lowered our expected shipment range to 3.8-4.3 million tonnes for the year due to recent potash subsidy changes that are expected to result in higher retail prices for farmers.

In Other Asian markets, we expect improved moisture conditions and favorable economics for key crops such as oil palm to support demand in 2017. We have increased our estimated shipment range to 9.0-9.5 million tonnes for the full year, above 2016’s total of approximately 9 million tonnes.

FINANCIAL OUTLOOK

Taking the above market factors into consideration, we have raised the bottom end of our guidance ranges for potash sales volumes and gross margin to 8.9-9.4 million tonnes and $600-$800 million, respectively.

In nitrogen, we continue to expect that pressure from new US capacity will keep margins below those of the previous year. Similarly, we forecast phosphate profitability to be below 2016 levels as difficult market fundamentals are expected to weigh on realizations for our products. Given these considerations, we maintain our combined nitrogen and phosphate gross margin estimate of $150-$400 million in 2017.

Our effective income tax rate is anticipated to fall to a range of 2-5 percent, primarily due to a non-cash income tax provision recovery relating to provincial tax changes that will be realized in future years.

Selling and administrative expenses have been lowered and are now forecast in the range of $220-$230 million, while finance costs are now expected to be higher, in the range of $225-$235 million.

Additionally, income from equity investments is now anticipated in the range of $150-$170 million, above the previous guidance range.

We have revised our full-year foreign exchange rate assumption to CDN$1.33 per US dollar, slightly higher than previous guidance.

Based on these factors, we have increased our full-year 2017 earnings guidance to $0.45-$0.65 per share, including merger-related costs of $0.05 per share.



PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q		38

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39		PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q

FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q, including, but not limited to, those in the “Outlook” section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, contain “forward-looking statements” (within the meaning of the US Private Securities Litigation Reform Act of 1995 and other US federal securities laws) or “forward-looking information” (within the meaning of applicable Canadian securities legislation) that relate to future events or our future financial performance. These statements can be identified by expressions of belief, expectation or intention, as well as those statements that are not historical fact. These statements often contain words such as “should,” “could,” “expect,” “may,” “anticipate,” “forecast,” “believe,” “intend,” “estimates,” “plans” and similar expressions. These statements are based on certain factors and assumptions as set forth in this Quarterly Report on Form 10-Q, including with respect to: foreign exchange rates, expected growth, results of operations, performance, business prospects and opportunities, including the Proposed Transaction, and effective tax rates. While the company considers these factors and assumptions to be reasonable based on information currently available, they may prove to be incorrect. Forward-looking statements are subject to risks and uncertainties that are difficult to predict. The results or events set forth in forward-looking statements may differ materially from actual results or events. Several factors could cause our actual results or events to differ materially from those expressed in forward-looking statements including, but not limited to, the following: a number of risks and uncertainties relating to the Proposed Transaction, including the failure to satisfy all required conditions, including required regulatory approvals, or to satisfy or obtain waivers with respect to all other closing conditions in a timely manner and on favorable terms or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Arrangement Agreement; certain costs that we may incur in connection with the Proposed Transaction; certain restrictions in the Arrangement Agreement on our ability to take action outside the ordinary course of business without the consent of Agrium; the effect of the announcement of the Proposed Transaction on our ability to retain customers, suppliers and personnel and on our operating future business and operations generally; risks related to diversion of management time from ongoing business operations due to the Proposed Transaction; failure to realize the anticipated benefits of the Proposed Transaction and to successfully integrate Agrium and PotashCorp; the risk that our credit ratings may be downgraded or there may be adverse conditions in the credit markets; any significant impairment of the carrying amount of certain of our assets; variations from our assumptions with respect to

foreign exchange rates, expected growth, results of operations, performance, business prospects and opportunities, and effective tax rates; fluctuations in supply and demand in the fertilizer, sulfur and petrochemical markets; changes in competitive pressures, including pricing pressures; risks and uncertainties related to any operating and workforce changes made in response to our industry and the markets we serve, including mine and inventory shutdowns; adverse or uncertain economic conditions and changes in credit and financial markets; economic and political uncertainty around the world; changes in capital markets; the results of sales contract negotiations within major markets; unexpected or adverse weather conditions; risks related to reputational loss; the occurrence of a major safety incident; inadequate insurance coverage for a significant liability; inability to obtain relevant permits for our operations; catastrophic events or malicious acts, including terrorism; certain complications that may arise in our mining process, including water inflows; risks and uncertainties related to our international operations and assets; our ownership of non-controlling equity interests in other companies; our prospects to reinvest capital in strategic opportunities and acquisitions; risks associated with natural gas and other hedging activities; security risks related to our information technology systems; imprecision in reserve estimates; costs and availability of transportation and distribution for our raw materials and products, including railcars and ocean freight; changes in, and the effects of, government policies and regulations; earnings and the decisions of taxing authorities which could affect our effective tax rates; increases in the price or reduced availability of the raw materials that we use; our ability to attract, develop, engage and retain skilled employees; strikes or other forms of work stoppage or slowdowns; rates of return on, and the risks associated with, our investments and capital expenditures; timing and impact of capital expenditures; the impact of further innovation; adverse developments in pending or future legal proceedings or government investigations; and violations of our governance and compliance policies. These risks and uncertainties and additional risks and uncertainties can be found in our Form 10-K for the year ended December 31, 2016 under the captions “Forward-Looking Statements” and “Item 1A–Risk Factors,” and in our filings with the US Securities and Exchange Commission and Canadian provincial securities commissions. As a result of these and other factors, there is no assurance that any of the events, circumstances or results anticipated by forward-looking statements included or incorporated by reference into this Quarterly Report on Form 10-Q will occur or, if they do, of what impact they will have on our business, our performance, the results of our operations and our financial condition. Forward-looking statements are given only as at the date of this report and the company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.



PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q		40

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the potential for loss from adverse changes in the market value of financial instruments. The level of market risk to which we are exposed varies depending on the composition of our derivative instrument portfolio, as well as current and expected market conditions. A discussion of enterprise-wide risk management can be found in our 2016 AIR, pages 48 to 55.

Price, foreign exchange and interest rate risks faced by the company and how we manage those risks are outlined in Notes 17 and 29 to the 2016 audited annual consolidated financial statements and there were no significant changes as at March 31, 2017.

PRICE RISK

The carrying amount of our investments in ICL and Sinofert was $967 million at March 31, 2017 (December 31, 2016 – $937 million). A 10 percent increase in the prices of these investments would increase other comprehensive income by $97 million, while a 10 percent decrease would reduce other comprehensive income by $97 million. At March 31, 2017, this analysis assumed that price decreases would not represent an impairment.

There were no substantial changes to the price sensitivities related to our natural gas derivatives reported in Note 29 to the 2016 audited annual consolidated financial statements.

As at March 31, 2017, the company’s net exposure to natural gas derivatives in the form of swaps was a notional amount of 41 million MMBtu (December 31, 2016 – swaps was a notional amount of 46 million MMBtu) with maturities in 2017 through 2022.

FOREIGN EXCHANGE RISK

As at March 31, 2017, the company had entered into foreign currency forward contracts to sell US dollars and receive Canadian dollars in the notional amount of $40 million (December 31, 2016–$21 million) at an average exchange rate of 1.3340 (December 31, 2016–1.3490) per US dollar with maturities in 2017. There were no substantial changes to the foreign exchange sensitivities reported in Note 29 to the 2016 audited annual consolidated financial statements.

INTEREST RATE RISK

As at March 31, 2017, the company had no significant exposure to interest rate risk.

Item 4. Controls and Procedures

As of March 31, 2017, we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon that evaluation and as of March 31, 2017, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports the company files and submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported as and when required and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There has been no change in our internal control over financial reporting during the quarter ended March 31, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



41		PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For a description of certain legal and environmental proceedings, see Note 11 to the unaudited interim condensed consolidated financial statements included in Part I of this Quarterly Report on Form 10-Q.

Item 4. Other Information

MINE SAFETY DISCLOSURES

Safety is a fundamental core value and we are committed to providing a healthy and safe work environment for our employees, contractors and all others at our sites to help meet our company-wide goal of achieving no harm to people.

The operations at the company’s Aurora, Weeping Water and White Springs facilities are subject to the Federal Mine Safety and Health Act of 1977, as amended by the

Mine Improvement and New Emergency Response Act of 2006, and the implementing regulations, which impose stringent health and safety standards on numerous aspects of mineral extraction and processing operations, including the training of personnel, operating procedures, operating equipment and other matters. Our senior management is responsible for managing compliance with applicable government regulations, as well as implementing and overseeing the elements of our safety program as outlined in our Safety, Health and Environment Manual.

Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Section 1503(a)) requires us to include certain safety information in the periodic reports we file with the United States Securities and Exchange Commission. The information concerning mine safety violations and other regulatory matters required by Section 1503(a) and Item 104 of Regulation S-K is included in Exhibit 95 to this Quarterly Report on Form 10-Q.



PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q		42

Item 6. Exhibits

(a) Exhibits


		Incorporated By Reference (File No. 001-10351, unless otherwise indicated)

Exhibit Number	Description of Document	Form	Filing Date/Period End Date	Exhibit Number (if different)
2(a)	Arrangement Agreement, dated September 11, 2016, between Potash Corporation of Saskatchewan Inc. and Agrium Inc.	8-K	9/12/2016	2.1

3(a)	Articles of Continuance of the registrant dated May 15, 2002.	10-Q	6/30/2002

3(b)	General By-Law of the registrant, as amended through April 27, 2015.	8-K	4/27/2015	3(a)

4(a)	Indenture dated as of February 27, 2003, between the registrant and U.S. Bank National Association, as successor to The Bank of Nova Scotia Trust Company of New York.	10-K	12/31/2002	4(c)

4(b)	Form of Note relating to the registrant’s $500,000,000 principal amount of 5.875% Notes due December 1, 2036.	8-K	11/30/2006	4(a)

4(c)	Form of Note relating to the registrant’s $500,000,000 principal amount of 6.50% Notes due May 15, 2019.	8-K	5/1/2009	4(b)

4(d)	Form of Note relating to the registrant’s $500,000,000 principal amount of 4.875% Notes due March 30, 2020.	8-K	9/25/2009	4(b)

4(e)	Form of Note relating to the registrant’s $750,000,000 principal amount of 3.625% Notes due March 15, 2024.	8-K	3/7/2014	4(a)

4(f)	Form of Note relating to the registrant’s $500,000,000 principal amount of 3.000% Notes due April 1, 2025.	8-K	3/26/2015	4(a)

4(g)	Revolving Term Credit Facility Agreement between the Bank of Nova Scotia and other financial institutions and the registrant dated December 11, 2009.	8-K	12/15/2009	4(a)

4(h)	Revolving Term Credit Facility First Amending Agreement between the Bank of Nova Scotia and other financial institutions and the registrant dated September 23, 2011.	8-K	9/26/2011	4(a)

4(i)	Revolving Term Credit Facility Second Amending Agreement between the Bank of Nova Scotia and other financial institutions and the registrant dated as of May 24, 2013.	8-K	5/28/2013	4(a)

4(j)	Form of Note relating to the registrant’s $500,000,000 principal amount of 3.25% Notes due December 1, 2017.	8-K	11/29/2010	4(a)

4(k)	Form of Note relating to the registrant’s $500,000,000 principal amount of 5.625% Notes due December 1, 2040.	8-K	11/29/2010	4(b)

4(l)	Agreement of Resignation, Appointment and Acceptance, dated as of June 25, 2013, by and among the registrant, The Bank of Nova Scotia Trust Company of New York and U.S. Bank National Association.	8-K	6/27/2013	4(a)

4(m)	Revolving Term Credit Facility Third Amending Agreement between the Bank of Nova Scotia and other financial institutions and the registrant dated July 8, 2014.	10-Q	7/29/2014

4(n)	Revolving Term Credit Facility Fourth Amending Agreement between The Bank of Nova Scotia and other financial institutions and the registrant dated January 25, 2016.	8-K	1/29/2016	4(a)

4(o)	Extension Agreement between The Bank of Nova Scotia and other financial institutions and the registrant dated June 27, 2016.	10-Q	8/3/2016

4(p)	Form of Note relating to the registrant’s $500,000,000 principal amount of 4.000% Notes due December 15, 2026.	8-K	12/6/2016	4(a)



43		PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q

The registrant hereby undertakes to file with the Securities and Exchange Commission, upon request, copies of any constituent instruments defining the rights of holders of long-term debt of the registrant or its subsidiaries that have not been filed herewith because the amounts represented thereby are less than 10% of the total assets of the registrant and its subsidiaries on a consolidated basis.


		Incorporated By Reference (File No. 001-10351, unless otherwise indicated)

Exhibit Number	Description of Document	Form	Filing Date/Period End Date	Exhibit Number (if different)
10(a)	Consolidated, Restated and Amended Canpotex Shareholders’ Agreement, Eighth Memorandum of Agreement dated January 1, 2014 between Agrium Inc., Mosaic Canada Crop Nutrition, LP, by its general partner, 4379934 Canada Ltd., the registrant and Canpotex Limited.	10-K	12/31/2013

10(b)	Consolidated, Restated and Amended Producer Agreement, Eighth Memorandum of Agreement dated January 1, 2014 between Canpotex Limited, Agrium Inc., Mosaic Canada Crop Nutrition, LP, by its general partner, 4379934 Canada Ltd. and the registrant.	10-K	12/31/2013

10(c)	First Amending Agreement dated January 1, 2016, between Canpotex Limited, Agrium Inc., Mosaic Canada Crop Nutrition, LP, by its general partner, 4379934 Canada Ltd. and the registrant, to the Consolidated, Restated and Amended Producer Agreement Eighth Memorandum of Agreement dated January 1, 2014.	10-Q	9/30/2016

10(d)	Second Amending Agreement dated December 20, 2016, between Canpotex Limited, Agrium Inc., Mosaic Canada Crop Nutrition, LP, by its general partner 4379934 Canada Ltd. and the registrant, to the Consolidated, Restated and Amended Producer Agreement Eighth Memorandum of Agreement dated January 1, 2014.

10(e)	Short-Term Incentive Plan of the registrant effective January 1, 2000, as amended.	8-K	3/13/2012	10(a)

10(f)	Resolution and Forms of Agreement for Supplemental Executive Retirement Income Plan, for officers and key employees of the registrant.	10-K	12/31/1995	10(o)

10(g)	Amending Resolution and revised forms of agreement regarding Supplemental Retirement Income Plan of the registrant.	10-Q	6/30/1996	10(x)

10(h)	Amended and restated Supplemental Executive Retirement Income Plan of the registrant and text of amendment to existing supplemental income plan agreements.	10-Q	9/30/2000	10(mm)

10(i)	Amendment, dated February 23, 2009, to the amended and restated Supplemental Executive Retirement Income Plan.	10-K	12/31/2008	10(r)

10(j)	Amendment, dated December 29, 2010, to the amended and restated Supplemental Executive Retirement Income Plan.	10-K	12/31/2010	10(r)

10(k)	Amended and restated Supplemental Executive Retirement Income Plan of the registrant, dated February 22, 2016.	10-K	12/31/2015	10(i)

10(l)	Form of Letter of amendment to existing supplemental income plan agreements of the registrant.	10-K	12/31/2002	10(cc)

10(m)	Amendment, dated February 23, 2009, to the amended and restated agreement, dated August 2, 1996, between the registrant and Wayne R. Brownlee concerning the Supplemental Executive Retirement Income Plan.	10-K	12/31/2008	10(w)

10(n)	Amendment, dated December 29, 2010, to the amended and restated agreement, dated August 2, 1996, between the registrant and Wayne R. Brownlee concerning the Supplemental Executive Retirement Income Plan.	10-K	12/31/2010	10(z)

10(o)	Supplemental Retirement Agreement dated December 24, 2008, between the registrant and Stephen F. Dowdle.	10-K	12/31/2011	10(bb)

10(p)	PCS Supplemental Retirement Plan for U.S Executives (as amended and restated and in effect as of January 1, 2016).	10-K	12/31/2015	10(n)

10(q)	Forms of Agreement dated December 30, 1994, between the registrant and certain officers of the registrant.	10-K	12/31/1995

10(r)	Form of Agreement of Indemnification dated August 8, 1995, between the registrant and certain officers and directors of the registrant.	10-K	12/31/1995



PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q		44


		Incorporated By Reference (File No. 001-10351, unless otherwise indicated)

Exhibit Number	Description of Document	Form	Filing Date/Period End Date	Exhibit Number (if different)

10(s)	Resolution and Form of Agreement of Indemnification dated January 24, 2001.	10-K	12/31/2000	10(ii)

10(t)	Resolution and Form of Agreement of Indemnification dated July 21, 2004.	10-Q	6/30/2004	10(ii)

10(u)	Potash Corporation of Saskatchewan Inc. Deferred Share Unit Plan for Non-Employee Directors.	10-Q	3/31/2012	10(ll)

10(v)	Potash Corporation of Saskatchewan Inc. 2007 Performance Option Plan and Form of Option Agreement.	10-Q	3/31/2007	10(ee)

10(w)	Potash Corporation of Saskatchewan Inc. 2008 Performance Option Plan and Form of Option Agreement.	10-Q	3/31/2008	10(ff)

10(x)	Potash Corporation of Saskatchewan Inc. 2009 Performance Option Plan and Form of Option Agreement.	10-Q	3/31/2009	10(mm)

10(y)	Potash Corporation of Saskatchewan Inc. 2010 Performance Option Plan and Form of Option Agreement.	8-K	5/7/2010	10.1

10(z)	Potash Corporation of Saskatchewan Inc. 2011 Performance Option Plan and Form of Option Agreement.	8-K	5/13/2011	10(a)

10(aa)	Potash Corporation of Saskatchewan Inc. 2012 Performance Option Plan and Form of Option Agreement.	8-K	5/18/2012	10(a)

10(bb)	Potash Corporation of Saskatchewan Inc. 2013 Performance Option Plan and Form of Option Agreement.	8-K	5/17/2013	10(a)

10(cc)	Potash Corporation of Saskatchewan Inc. 2014 Performance Option Plan and Form of Option Agreement.	8-K	5/16/2014	10(a)

10(dd)	Potash Corporation of Saskatchewan Inc. 2015 Performance Option Plan and Form of Option Agreement.	8-K	5/13/2015	10(a)

10(ee)	Potash Corporation of Saskatchewan Inc. 2016 Long-Term Incentive Plan.	8-K	5/11/2016	10.1

10(ff)	Potash Corporation of Saskatchewan Inc. 2016 Long-Term Incentive Plan — Form of Performance Share Unit Agreement (2016-2018 Phased Grant).	8-K	5/11/2016	10.2

10(gg)	Potash Corporation of Saskatchewan Inc. 2016 Long-Term Incentive Plan — Form of Performance Share Unit Agreement.	8-K	5/11/2016	10.3

10(hh)	Potash Corporation of Saskatchewan Inc. 2016 Long-Term Incentive Plan — Form of Option Agreement.	8-K	5/11/2016	10.4

10(ii)	Executive Employment Agreement, dated July 1, 2014, between registrant and Jochen E. Tilk.	10-K	9/30/2014	10(nn)

10(jj)	PCS Supplemental Executive Retirement Plan for Canadian Executives.	10-K	12/31/2014	10(oo)

10(kk)	CEO Multi-Year Incentive Plan.	10-K	12/31/2014	10(pp)

10(ll)	Letter Agreement, dated January 13, 2016 and revised February 2, 2016, between registrant and G. David Delaney.	10-K	12/31/2015	10(gg)

10(mm)	Short-Term Incentive Plan, dated February 22, 2016.	10-K	12/31/2015	10(hh)

10(nn)	Form of Company Support Agreement.	8-K	9/12/2016	10.1

10oo)	Form of Agrium Support Agreement.	8-K	9/12/2016	10.2

10(pp)	Form of Change in Control Agreement between the registrant and certain Canadian executives.	10-Q	9/30/2016

10(qq)	Form of Change in Control Agreement, between the registrant and certain U.S. executives.	10-Q	9/30/2016

10(rr)	Letter Agreement, dated January 20, 2016 and revised February 2, 2016, between registrant and Paul E. Dekok.	10-K	12/31/2016

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.

95	Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.



45		PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	POTASH CORPORATION OF SASKATCHEWAN INC.

May 2, 2017	By:	/s/ Joseph Podwika
		Joseph Podwika
		Senior Vice President, General Counsel and Secretary

May 2, 2017	By:	/s/ Wayne R. Brownlee
		Wayne R. Brownlee
		Executive Vice President, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer)



PotashCorp 2017 First Quarter Quarterly Report on Form 10-Q		46

EXHIBIT INDEX


		Incorporated By Reference (File No. 001-10351, unless otherwise indicated)

Exhibit Number	Description of Document	Form	Filing Date/Period End Date	Exhibit Number (if different)
2(a)	Arrangement Agreement, dated September 11, 2016, between Potash Corporation of Saskatchewan Inc. and Agrium Inc.	8-K	9/12/2016	2.1

3(a)	Articles of Continuance of the registrant dated May 15, 2002.	10-Q	6/30/2002

3(b)	General By-Law of the registrant, as amended through April 27, 2015.	8-K	4/27/2015	3(a)

4(a)	Indenture dated as of February 27, 2003, between the registrant and U.S. Bank National Association, as successor to The Bank of Nova Scotia Trust Company of New York.	10-K	12/31/2002	4(c)

4(b)	Form of Note relating to the registrant’s $500,000,000 principal amount of 5.875% Notes due December 1, 2036.	8-K	11/30/2006	4(a)

4(c)	Form of Note relating to the registrant’s $500,000,000 principal amount of 6.50% Notes due May 15, 2019.	8-K	5/1/2009	4(b)

4(d)	Form of Note relating to the registrant’s $500,000,000 principal amount of 4.875% Notes due March 30, 2020.	8-K	9/25/2009	4(b)

4(e)	Form of Note relating to the registrant’s $750,000,000 principal amount of 3.625% Notes due March 15, 2024.	8-K	3/7/2014	4(a)

4(f)	Form of Note relating to the registrant’s $500,000,000 principal amount of 3.000% Notes due April 1, 2025.	8-K	3/26/2015	4(a)

4(g)	Revolving Term Credit Facility Agreement between the Bank of Nova Scotia and other financial institutions and the registrant dated December 11, 2009.	8-K	12/15/2009	4(a)

4(h)	Revolving Term Credit Facility First Amending Agreement between the Bank of Nova Scotia and other financial institutions and the registrant dated September 23, 2011.	8-K	9/26/2011	4(a)

4(i)	Revolving Term Credit Facility Second Amending Agreement between the Bank of Nova Scotia and other financial institutions and the registrant dated as of May 24, 2013.	8-K	5/28/2013	4(a)

4(j)	Form of Note relating to the registrant’s $500,000,000 principal amount of 3.25% Notes due December 1, 2017.	8-K	11/29/2010	4(a)

4(k)	Form of Note relating to the registrant’s $500,000,000 principal amount of 5.625% Notes due December 1, 2040.	8-K	11/29/2010	4(b)

4(l)	Agreement of Resignation, Appointment and Acceptance, dated as of June 25, 2013, by and among the registrant, The Bank of Nova Scotia Trust Company of New York and U.S. Bank National Association.	8-K	6/27/2013	4(a)

4(m)	Revolving Term Credit Facility Third Amending Agreement between the Bank of Nova Scotia and other financial institutions and the registrant dated July 8, 2014.	10-Q	7/29/2014

4(n)	Revolving Term Credit Facility Fourth Amending Agreement between The Bank of Nova Scotia and other financial institutions and the registrant dated January 25, 2016.	8-K	1/29/2016	4(a)

4(o)	Extension Agreement between The Bank of Nova Scotia and other financial institutions and the registrant dated June 27, 2016.	10-Q	8/3/2016

4(p)	Form of Note relating to the registrant’s $500,000,000 principal amount of 4.000% Notes due December 15, 2026.	8-K	12/6/2016	4(a)


		Incorporated By Reference (File No. 001-10351, unless otherwise indicated)

Exhibit Number	Description of Document	Form	Filing Date/Period End Date	Exhibit Number (if different)
10(a)	Consolidated, Restated and Amended Canpotex Shareholders’ Agreement, Eighth Memorandum of Agreement dated January 1, 2014 between Agrium Inc., Mosaic Canada Crop Nutrition, LP, by its general partner, 4379934 Canada Ltd., the registrant and Canpotex Limited.	10-K	12/31/2013

10(b)	Consolidated, Restated and Amended Producer Agreement, Eighth Memorandum of Agreement dated January 1, 2014 between Canpotex Limited, Agrium Inc., Mosaic Canada Crop Nutrition, LP, by its general partner, 4379934 Canada Ltd. and the registrant.	10-K	12/31/2013

10(c)	First Amending Agreement dated January 1, 2016, between Canpotex Limited, Agrium Inc., Mosaic Canada Crop Nutrition, LP, by its general partner, 4379934 Canada Ltd. and the registrant, to the Consolidated, Restated and Amended Producer Agreement Eighth Memorandum of Agreement dated January 1, 2014.	10-Q	9/30/2016

10(d)	Second Amending Agreement dated December 20, 2016, between Canpotex Limited, Agrium Inc., Mosaic Canada Crop Nutrition, LP, by its general partner 4379934 Canada Ltd. and the registrant, to the Consolidated, Restated and Amended Producer Agreement Eighth Memorandum of Agreement dated January 1, 2014.

10(e)	Short-Term Incentive Plan of the registrant effective January 1, 2000, as amended.	8-K	3/13/2012	10(a)

10(f)	Resolution and Forms of Agreement for Supplemental Executive Retirement Income Plan, for officers and key employees of the registrant.	10-K	12/31/1995	10(o)

10(g)	Amending Resolution and revised forms of agreement regarding Supplemental Retirement Income Plan of the registrant.	10-Q	6/30/1996	10(x)

10(h)	Amended and restated Supplemental Executive Retirement Income Plan of the registrant and text of amendment to existing supplemental income plan agreements.	10-Q	9/30/2000	10(mm)

10(i)	Amendment, dated February 23, 2009, to the amended and restated Supplemental Executive Retirement Income Plan.	10-K	12/31/2008	10(r)

10(j)	Amendment, dated December 29, 2010, to the amended and restated Supplemental Executive Retirement Income Plan.	10-K	12/31/2010	10(r)

10(k)	Amended and restated Supplemental Executive Retirement Income Plan of the registrant, dated February 22, 2016.	10-K	12/31/2015	10(i)

10(l)	Form of Letter of amendment to existing supplemental income plan agreements of the registrant.	10-K	12/31/2002	10(cc)

10(m)	Amendment, dated February 23, 2009, to the amended and restated agreement, dated August 2, 1996, between the registrant and Wayne R. Brownlee concerning the Supplemental Executive Retirement Income Plan.	10-K	12/31/2008	10(w)

10(n)	Amendment, dated December 29, 2010, to the amended and restated agreement, dated August 2, 1996, between the registrant and Wayne R. Brownlee concerning the Supplemental Executive Retirement Income Plan.	10-K	12/31/2010	10(z)

10(o)	Supplemental Retirement Agreement dated December 24, 2008, between the registrant and Stephen F. Dowdle.	10-K	12/31/2011	10(bb)

10(p)	PCS Supplemental Retirement Plan for U.S Executives (as amended and restated and in effect as of January 1, 2016).	10-K	12/31/2015	10(n)

10(q)	Forms of Agreement dated December 30, 1994, between the registrant and certain officers of the registrant.	10-K	12/31/1995

10(r)	Form of Agreement of Indemnification dated August 8, 1995, between the registrant and certain officers and directors of the registrant.	10-K	12/31/1995


		Incorporated By Reference (File No. 001-10351, unless otherwise indicated)

Exhibit Number	Description of Document	Form	Filing Date/Period End Date	Exhibit Number (if different)

10(s)	Resolution and Form of Agreement of Indemnification dated January 24, 2001.	10-K	12/31/2000	10(ii)

10(t)	Resolution and Form of Agreement of Indemnification dated July 21, 2004.	10-Q	6/30/2004	10(ii)

10(u)	Potash Corporation of Saskatchewan Inc. Deferred Share Unit Plan for Non-Employee Directors.	10-Q	3/31/2012	10(ll)

10(v)	Potash Corporation of Saskatchewan Inc. 2007 Performance Option Plan and Form of Option Agreement.	10-Q	3/31/2007	10(ee)

10(w)	Potash Corporation of Saskatchewan Inc. 2008 Performance Option Plan and Form of Option Agreement.	10-Q	3/31/2008	10(ff)

10(x)	Potash Corporation of Saskatchewan Inc. 2009 Performance Option Plan and Form of Option Agreement.	10-Q	3/31/2009	10(mm)

10(y)	Potash Corporation of Saskatchewan Inc. 2010 Performance Option Plan and Form of Option Agreement.	8-K	5/7/2010	10.1

10(z)	Potash Corporation of Saskatchewan Inc. 2011 Performance Option Plan and Form of Option Agreement.	8-K	5/13/2011	10(a)

10(aa)	Potash Corporation of Saskatchewan Inc. 2012 Performance Option Plan and Form of Option Agreement.	8-K	5/18/2012	10(a)

10(bb)	Potash Corporation of Saskatchewan Inc. 2013 Performance Option Plan and Form of Option Agreement.	8-K	5/17/2013	10(a)

10(cc)	Potash Corporation of Saskatchewan Inc. 2014 Performance Option Plan and Form of Option Agreement.	8-K	5/16/2014	10(a)

10(dd)	Potash Corporation of Saskatchewan Inc. 2015 Performance Option Plan and Form of Option Agreement.	8-K	5/13/2015	10(a)

10(ee)	Potash Corporation of Saskatchewan Inc. 2016 Long-Term Incentive Plan.	8-K	5/11/2016	10.1

10(ff)	Potash Corporation of Saskatchewan Inc. 2016 Long-Term Incentive Plan — Form of Performance Share Unit Agreement (2016-2018 Phased Grant).	8-K	5/11/2016	10.2

10(gg)	Potash Corporation of Saskatchewan Inc. 2016 Long-Term Incentive Plan — Form of Performance Share Unit Agreement.	8-K	5/11/2016	10.3

10(hh)	Potash Corporation of Saskatchewan Inc. 2016 Long-Term Incentive Plan — Form of Option Agreement.	8-K	5/11/2016	10.4

10(ii)	Executive Employment Agreement, dated July 1, 2014, between registrant and Jochen E. Tilk.	10-K	9/30/2014	10(nn)

10(jj)	PCS Supplemental Executive Retirement Plan for Canadian Executives.	10-K	12/31/2014	10(oo)

10(kk)	CEO Multi-Year Incentive Plan.	10-K	12/31/2014	10(pp)

10(ll)	Letter Agreement, dated January 13, 2016 and revised February 2, 2016, between registrant and G. David Delaney.	10-K	12/31/2015	10(gg)

10(mm)	Short-Term Incentive Plan, dated February 22, 2016.	10-K	12/31/2015	10(hh)

10(nn)	Form of Company Support Agreement.	8-K	9/12/2016	10.1

10oo)	Form of Agrium Support Agreement.	8-K	9/12/2016	10.2

10(pp)	Form of Change in Control Agreement between the registrant and certain Canadian executives.	10-Q	9/30/2016

10(qq)	Form of Change in Control Agreement, between the registrant and certain U.S. executives.	10-Q	9/30/2016

10(rr)	Letter Agreement, dated January 20, 2016 and revised February 2, 2016, between registrant and Paul E. Dekok.	10-K	12/31/2016

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.

95	Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Exhibit 10(d)

EXECUTION COPY

This SECOND AMENDING AGREEMENT, made as of and to take effect as of and from December 20, 2016, to the CONSOLIDATED, RESTATED AND AMENDED PRODUCER AGREEMENT EIGHTH MEMORANDUM OF AGREEMENT made as of and to take effect as of and from January 1, 2014, as amended January 1, 2016,

BETWEEN:

CANPOTEX LIMITED

(hereinafter called “Canpotex”)

OF THE FIRST PART

– and –

AGRIUM INC.

OF THE SECOND PART

MOSAIC CANADA CROP NUTRITION, LP, by its general partner, 4379934 CANADA LTD.

OF THE THIRD PART

POTASH CORPORATION OF SASKATCHEWAN INC.

OF THE FOURTH PART

(each of the parties of the Second, Third and Fourth Parts being sometimes individually referred to herein as the “Producer” and all of whom are sometimes collectively referred to herein as the “Producers”)

(each of the parties of the First, Second, Third and Fourth Parts being sometimes individually referred to herein as a “Party” and all of whom are sometimes collectively referred to herein as the “Parties”)

EXECUTION COPY

WHEREAS Canpotex and each of the Producers are parties to the Consolidated, Restated and Amended Producer Agreement Eighth Memorandum of Agreement made as of and to take effect as of and from January 1, 2014, as amended by the First Amending Agreement thereto made as of and to take effect as of and from January 1, 2016 (collectively, the “Producer Agreement”);

AND WHEREAS Article VI of the Producer Agreement sets forth the procedure to determine Productive Capacity Changes resulting from a Major Expansion for the purposes of the Producer Agreement;

AND WHEREAS Productive Capacity Changes resulting from a Major Expansion for the purposes of the Producer Agreement are currently measured through a sustained production run of 90 Operating Days, as more particularly described in the Producer Agreement;

AND WHEREAS the Board of Directors approved at its meeting on December 20, 2016, among other matters, the implementation of an independent engineering audit methodology to measure Productive Capacity Changes resulting from a Major Expansion for the purposes of the Producer Agreement;

AND WHEREAS, in furtherance of the foregoing and in order to reflect certain additional changes to the Producer Agreement in regards to the provisions pertaining to Major Expansions and notices, Canpotex and each of the Producers desire to amend the Producer Agreement as set forth herein, such amendments to take effect as of and from December 20, 2016.

NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter exchanged and contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties hereby agree as follows:

1.	DEFINITIONS

1.01

The meanings indicated for the words and phrases in the Producer Agreement shall apply where used herein, including in the recitals of this Second Amending Agreement to the Producer Agreement (the “Amending Agreement”), except where the context otherwise requires or where same is expressly being amended hereby.

EXECUTION COPY

2.	AMENDMENTS

2.01	From and after December 20, 2016, the Producer Agreement is hereby amended as follows:

(a)

The definition of “Agreement” contained in Section 1.01(d) of the Producer Agreement is hereby deleted in its entirety and replaced with the following:

(d)

“Agreement” means this Consolidated, Restated and Amended Producer Agreement (including the premises and preamble, and any schedules hereto), as amended, as such may be further amended, amended and restated, renewed, superseded, replaced or substituted from time to time, but excludes any Product Supply Agreement;

(b)

The definition of “Canpotex Auditors” contained in Section 1.01(h) of the Producer Agreement is hereby deleted in its entirety and replaced with the following:

(h)

“Canpotex Auditors” means, at any time and from time to time:

(i)

the external auditors of Canpotex; or

(ii)

if agreed to by Canpotex and the Producers, such other independent professional accounting firm that is acceptable to Canpotex and the Producers;

it being acknowledged and agreed to by the parties hereto that, at any time and from time to time, different independent professional accounting firms may be the Canpotex Auditors for different purposes of this Agreement;

(c)

The definition of “Major Expansion” contained in Section 1.01(s) of the Producer Agreement is hereby deleted in its entirety and replaced with the following:

(s)

“Major Expansion” means any Dedicated Capital expansion undertaken by a Producer of an existing Mine, occurring after the Effective Date, provided that such expansion shall:

(i)

involve the expenditure of the Dedicated Capital;

(ii)

be of continuous duration and not be staged; and

EXECUTION COPY

result in an Engineering Audit Post-Expansion Productive Capacity or a Post-Expansion Audit Amount (as applicable) of such Mine of at least 200,000 Product Tonnes more than the greater of (a) the Individual Productive Capacity of the existing Mine, and (b) the Pre-Expansion Audit Amount of the existing Mine;

(d)

The definition of “Measured Level of Product” contained in Section 1.01(t) of the Producer Agreement is hereby deleted in its entirety and replaced with the following:

(t)

“Measured Level of Product” has the meaning assigned thereto in section 6.22 (section 6.08 of the Historical Article VI Provisions);

(e)

The definition of “Notice of Expansion” contained in Section 1.01(z) of the Producer Agreement is hereby deleted in its entirety and replaced with the following:

(z)

“Notice of Expansion” means a notice provided for in section 6.02 hereof (section 6.01 of the Historical Article VI Provisions) which shall be delivered in accordance with section 18.01 hereof and which shall be delivered only after a Major Expansion has become a matter of public record and in any event not more than 90 days nor less than 30 days before the Date of Commencement of the Major Expansion, which notice shall also state the date such Major Expansion shall commence;

(f)

The definition of “Post-Expansion Audit Amount” contained in Section 1.01(gg) of the Producer Agreement is hereby deleted in its entirety and replaced with the following:

(gg)

“Post-Expansion Audit Amount” in the context of a Major Expansion where the Productive Capacity Change is being determined pursuant to the Production Run Procedures means the productive capacity of the expanded Mine as verified by the Canpotex Auditors and based on the Operating Results of such Mine for a demonstration period of 90 Operating Days, chosen by the applicable Producer, and based on 350 Operating Days per year;

EXECUTION COPY

(g)

The definition of “Productive Capacity Change” contained in Section 1.01(pp) of the Producer Agreement is hereby deleted in its entirety and replaced with the following:

(pp)

“Productive Capacity Change” means:

(a)

in the case of a Major Expansion of an existing Mine:

(i)

where the Productive Capacity Change is being determined by way of an Engineering Audit (as defined in Article VI):

(x)

the difference between:

(A)

the Engineering Audit Post-Expansion Productive Capacity (as defined in Article VI) of such Mine and

(B)

(i) the Individual Productive Capacity of such Mine or (ii) the Pre-Expansion Audit Amount of such Mine, whichever is greater; or

(y)

120% of the difference between:

(A)

the Design Post-Expansion Productive Capacity (as defined in Article VI) for such Mine and

(B)

(i) the Individual Productive Capacity for such Mine or (ii) the Pre-Expansion Audit Amount of such Mine, whichever is greater;

whichever is less; and

(ii)

where the Productive Capacity Change is being determined pursuant to the Production Run Procedures (as defined in Article VI), the difference between:

(x)

the Post-Expansion Audit Amount for such Mine and

(y)

(A) the Individual Productive Capacity of such Mine or (B) the Pre-Expansion Audit Amount of such Mine, whichever is greater; and

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(b)

in the case of a Disaster with respect to an existing Mine, the difference between:

(i)

the Post-Plan Audit Amount of such Mine and

(ii)

(A) the Individual Productive Capacity of such Mine or (B) the Pre-Disaster Audit Amount of such Mine, whichever is greater; and

(c)

in the case of a New Mine, the Individual Productive Capacity of the New Mine, as stated in the Post-New Mine Construction Audit Amount for such New Mine;

(h)

Article VI of the Producer Agreement is hereby deleted in its entirety and replaced with the Article VI set forth in the attached Schedule “A”.

(i)

Article XVIII of the Producer Agreement is hereby deleted in its entirety and replaced with the following:

XVIII. NOTICE

18.01

Any notice, demand, request, declaration or communication required or permitted to be made or given hereunder shall be given in writing and shall be given by personal service upon an officer of the party hereto to whom it is intended or shall be mailed by prepaid registered mail or sent by fax or e-mail to the following addresses (which addresses may be changed or revised by each party upon written notification to all other parties hereto in the manner set forth herein):

(a)

To Canpotex Limited:

Canpotex Limited

111 2nd Avenue South

Suite 400

Saskatoon, SK S7K 1K6

CANADA

Attention: President and Chief Executive Officer


Fax No.:		(306) 653-5505
e-mail:		ken.seitz@canpotex.com

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with a copy to:

Canpotex Limited

111 2nd Avenue South

Suite 400

Saskatoon, SK S7K 1K6

CANADA

Attention: Senior Vice President, General Counsel and Secretary


Fax No.:		(306) 653-5505
e-mail:		ted.nieman@canpotex.com

(b)

To Agrium Inc.:

Agrium Inc.

13131 Lake Fraser Drive S.E.

Calgary, AB T2J 7E8

CANADA

Attention: President and Chief Executive Officer


Fax No.:		(403) 225-7600
e-mail:		chuck.magro@agrium.com

with a copy to:

Agrium Inc.

13131 Lake Fraser Drive S.E.

Calgary, AB T2J 7E8

CANADA

Attention: Senior Vice President and Chief Legal Officer


Fax No.:		(403) 225-7610
e-mail:		susan.jones@agrium.com

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(c)

To Mosaic Canada Crop Nutrition, LP,

by its general partner, 4379934 Canada Ltd.:

Mosaic Canada Crop Nutrition, LP

by its general partner, 4379934 Canada Ltd.

c/o PO Box 7500

Regina, SK S4P 4L8

CANADA

Attention: President and Chief Executive Officer, The Mosaic Company


Fax No.:		(763) 577-2989
e-mail:		joc.orourke@mosaicco.com

with a copy to:

The Mosaic Company

3033 Campus Drive

Suite E490

Plymouth, MN 55441

UNITED STATES

Attention: Vice President, Deputy General Counsel and Assistant Corporate Secretary


Fax No.:		(763) 577-2982
e-mail:		phil.bauer@mosaicco.com

(d)

To Potash Corporation of Saskatchewan Inc.:

Potash Corporation of Saskatchewan Inc.

PCS Tower, Suite 500

122 – 1st Avenue South

Saskatoon, SK S7K 7G3

CANADA

Attention: President and Chief Executive Officer


Fax No.:		(306) 933-8888
e-mail:		jochen.tilk@potashcorp.com

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with a copy to:

Potash Corporation of Saskatchewan Inc.

PCS Tower, Suite 500

122 1st Avenue South

Saskatoon, SK S7K 7G3

CANADA

Attention: Senior Vice President, General Counsel and Corporate Secretary


Fax No.:		(306) 933-8877
e-mail:		japodwika@potashcorp.com

For these purposes, such notice, if mailed, shall be mailed by prepaid registered mail addressed to the recipient at the address above set forth or at such other address and/or to the attention of any such person or officer as any of the parties hereto may from time to time or at any time advise by notice in writing to the other parties hereto. The date of receipt of any notice shall be deemed to be the 10^th business day next following the date of such mailing, provided that, if at the date of such mailing interruption in the operation of the postal service in Canada or in the United States has or is likely to delay the mailing and receipt of such notice, the same shall be served personally on an officer or duly authorized representative of the recipient. Notice given in the manner aforesaid shall be effective upon the actual date of receipt or the deemed date of receipt, whichever is the sooner, or upon personal service, as the case may be.

As an alternative to the above, any of the parties hereto may give notice by fax or e-mail to the recipients at the fax number or e-mail address above set forth in which case, if so sent, shall be deemed to have been received on the day next following the date of actual transmission and shall thereby be sufficient notice given hereunder provided that the person providing the notice has no reasonable basis to believe that the intended recipient did not receive same.

3.	CONSENT

3.01	All of the Parties have agreed to enter into these presents in order to evidence their consent hereto and to be bound hereby and to give effect hereto.

4.	FURTHER ASSURANCES

4.01

Each of the Parties hereby covenants and agrees to be bound by, observe, perform and do all things and take all actions, steps, proceedings and execute such further and other assurances, documents and agreements whether under corporate seal or otherwise as are reasonably necessary or required to fully implement and give effect to all of the terms and provisions of this Amending Agreement.

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5.	GOVERNING LAW

5.01	This Amending Agreement shall be construed and interpreted in accordance with the laws of the Province of Saskatchewan and the federal laws of Canada applicable therein.

6.	CONFIRMATION

6.01

Except as hereinabove specifically amended, all other terms and provisions of the Producer Agreement are hereby confirmed and ratified and shall remain in full force and effect in accordance with its terms, and this Amending Agreement and the Producer Agreement shall be read and construed as one and the same instrument.

7.	ENUREMENT

7.01	This Amending Agreement shall be binding upon and enure to the benefit of the Parties, their successors and permitted assigns.

8.	ASSIGNMENT

8.01	The Parties covenant and agree that this Amending Agreement may not be assigned in whole or in part by any of the Parties, except in accordance with the terms and provisions of the Producer Agreement applicable to such assignments.

9.	SEVERABILITY

9.01

It is hereby agreed that, in the event any clause, provision, paragraph, subparagraph or section of this Amending Agreement is held invalid as contrary to any statute or regulation or law in that regard by a court of competent jurisdiction, the invalidity of such shall in no way effect the validity of any other clause, provision, paragraph, subparagraph or section of this Amending Agreement and each and every such clause, provision, paragraph, subparagraph or section of this Amending Agreement shall be severable from each and every other.

10.

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10.01

The Parties hereby covenant and agree that this Amending Agreement may be executed in counterparts each of which shall be deemed to be an original but all of which when taken together shall constitute one and the same instrument. This Amending Agreement, including an executed counterpart of this Amending Agreement, may be delivered by facsimile, email or functionally equivalent electronic transmission.

[Remainder of Page Intentionally Left Blank; Signature Page Follows.]

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IN WITNESS WHEREOF, the Parties have executed this Amending Agreement effective as of December 20, 2016.


CANPOTEX LIMITED

Per:		/s/ K.A. Seitz

Per:		/s/ T.J. Nieman

AGRIUM INC.

Per:		/s/ C.V. Magro

Per:		/s/ H. Deans

MOSAIC CANADA CROP NUTRITION, LP, by its general partner, 4379934 CANADA LTD.

Per:		/s/ J.C. O’Rourke

Per:		/s/ R.N. McLellan

POTASH CORPORATION OF SASKATCHEWAN INC.

Per:		/s/ J. Tilk

Per:		/s/ S. Dowdle

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SCHEDULE “A”

ARTICLE VI OF THE PRODUCER AGREEMENT

VI.

MAJOR EXPANSIONS

PART I – GENERAL

6.01	In this Article VI:

(a)

“Audit Protocol” means the audit protocol describing the procedures and issues required to be addressed by the Engineering Audit Firm in conducting the Engineering Audit, as developed and agreed upon by the Producers in accordance with Section 6.11, as same may be amended from time to time;

(b)

“Consultation Completion Deadline” has the meaning assigned thereto in Section 6.17;

(c)

“Design Documentation” means plans, specifications, blueprints, designs and other materials prepared by the Design Engineers and used by them, the applicable Producer, the EPCM Contractor and other contractors to accomplish and monitor the Major Expansion, such documents to be in an appropriate level of detail prepared at FEL-3 or such other level as the Engineering Audit Firm determines (in the exercise of its professional judgment) is sufficiently rigorous to support its engineering review and analysis as required under the Audit Protocol;

(d)

“Design Engineers” means the principal engineering firm(s) engaged to complete the design engineering for the applicable Major Expansion;

(e)

“Design Post-Expansion Productive Capacity” means the total productive capacity of the applicable Mine following completion of the Major Expansion, as set forth in the Design Documentation, adjusted by the Engineering Audit Firm to reflect 350 Operating Days per year;

(f)

“Electing Producer” has the meaning assigned thereto in Section 6.15(i);

(g)

“Eligible Engineering Firm” has the meaning assigned thereto in Section 6.13(b);

(h)

“Engineering Audit” means an independent engineering audit in regards to a Major Expansion that is conducted by an Engineering Audit Firm in accordance with the provisions of Article VI of this Agreement;

(i)

“Engineering Audit Completion Date” has the meaning assigned thereto in Section 6.16;

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(j)

“Engineering Audit Completion Notice” has the meaning assigned thereto in Section 6.16;

(k)

“Engineering Audit Firm” means the engineering firm selected from the List of Potential Engineering Audit Firms to carry out the Engineering Audit, all in accordance with the provisions of Article VI of this Agreement;

(l)

“Engineering Audit Post-Expansion Consent” has the meaning assigned thereto in Section 6.16;

(m)

“Engineering Audit Post-Expansion Productive Capacity” means the total productive capacity of the applicable Mine based on 350 Operating Days per year as determined by the Engineering Audit Firm pursuant to the Engineering Audit, as set forth in the Engineering Audit Report and the Summary Engineering Audit Report;

(n)

“Engineering Audit Report” means the final report in regards to an Engineering Audit that is prepared and signed by the Engineering Audit Firm and which contains:

(i)

a confirmation of the Engineering Audit Firm that, in the exercise of its professional judgment, the Major Expansion has been completed in all material respects;

(ii)

a confirmation of the Engineering Audit Firm that the Major Expansion being undertaken by the Expanding Producer constitutes a Major Expansion;

(iii)

the results of the Engineering Audit, including, without limitation, the Engineering Audit Post-Expansion Productive Capacity;

(iv)

the Design Post-Expansion Productive Capacity; and

(v)

a confirmation of the Engineering Audit Firm that the Engineering Audit was conducted, and the Engineering Audit Report was prepared, in accordance with:

(A)

the terms and provisions of its formal engagement by Canpotex and the Audit Protocol; and

(B)

standards, practices, methods, techniques and procedures, and the degree of skill and diligence, that would reasonably be expected to be recognized and practiced by an industry leading skilled and experienced engineer providing work and services similar to the Engineering Audit;

(o)

“EPCM Contractor” means the principal contractor engaged by a Producer to complete the engineering, procurement and construction or construction management of a particular Major Expansion;

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(p)

“Exempt Producer” has the meaning assigned thereto in Section 6.10;

(q)

“Expanding Producer” means a Producer having an Engineering Audit conducted in regards to a Major Expansion;

(r)

“FEL-3” means the final phase of front end engineering and design for a Major Expansion as prepared by a Design Engineer, the results of which: (1) advance the design basis memorandum to “approved for design” status for inclusion in the applicable engineering design specification; (2) facilitate planning of detailed engineering, procurement, and construction work for execution of the proposed expansion; and (3) result in an AACE Class 3 forced detailed cost estimate;

(s)

“Historical Article VI Provisions” means the provisions of Article VI of this Agreement and related definitions of this Agreement as they existed immediately prior to the implementation of the Second Amending Agreement;

(t)

“List of Potential Engineering Firms” means the list of engineering firms determined by the Producers to be experienced and qualified in the engineering of potash mines and that could potentially serve as an Engineering Audit Firm, as developed and agreed upon by the Producers (or their designees as provided in Section 6.06) in accordance with Section 6.12, as same may be amended from time to time;

(u)

“Production Run Completion Notice” has the meaning assigned thereto in Section 6.21;

(v)

“Production Run Election Deadline” has the meaning assigned thereto in Section 6.15(i);

(w)

“Production Run Post-Expansion Consent” has the meaning assigned thereto in Section 6.21;

(x)

“Production Run Procedures” means the provisions set forth in Part V of this Article VI;

(y)

“Second Amending Agreement” means the Second Amending Agreement to this Agreement between Canpotex and the Producers, which is made as of and to take effect as of and from December 20, 2016; and

(z)

“Summary Engineering Audit Report” means the summary of the Engineering Audit Report that is prepared and signed by the Engineering Audit Firm and which contains at minimum:

(i)

a confirmation of the Engineering Audit Firm that, in the exercise of its professional judgment, the Major Expansion has been completed in all material respects;

(ii)

a confirmation of the Engineering Audit Firm that the Major Expansion being undertaken by the Expanding Producer constitutes a Major Expansion;

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(iii)

the Engineering Audit Post-Expansion Productive Capacity;

(iv)

the Design Post-Expansion Productive Capacity; and

(v)

a confirmation of the Engineering Audit Firm that the Engineering Audit was conducted, and the Engineering Audit Report was prepared, in accordance with:

(A)

the terms and provisions of its formal engagement by Canpotex and the Audit Protocol; and

(B)

6.02

Any Producer intending to undertake a Major Expansion shall give a Notice of Expansion to Canpotex and contemporaneously to the other Producers to that effect, with such notice to be given in strict compliance with the timing provisions of Section 1.01(z) and not to provide any further information than the fact that such Major Expansion is to commence, that such Producer believes it complies with the definitional requirements of Section 1.01(s), and that such Notice is being given solely for purposes of invoking the provisions of this Article VI.

6.03

Notwithstanding any provision of this or any predecessor Producer Agreements to the contrary, the provisions set forth in this Article VI and the definitions of “Agreement”, “Canpotex Auditors”, “Major Expansion”, “Measured Level of Product”, “Notice of Expansion”, “Post-Expansion Audit Amount” and “Productive Capacity Change” contained in the Second Amending Agreement shall be effective with respect to any Major Expansion for which a Notice of Expansion has been given and for which a Post-Expansion Audit Amount has not been determined on or before December 20, 2016 and shall replace and supersede the Historical Article VI Provisions, except as provided in Section 6.10; provided, however, that for all Major Expansions for which a Notice of Expansion was given prior to January 1, 2014 and for which a Post-Expansion Audit Amount was not determined before January 1, 2014, Dedicated Capital shall be not less than US$25,000,000. In addition, it is acknowledged and agreed that the Notice of Expansion given by Mosaic Potash Esterhazy Limited Partnership prior to January 1, 2014 in respect of its K₃ mine project relates to a proposed Major Expansion of the Mosaic Esterhazy (K₁ and K₂) Mine.

6.04

If the Engineering Audit Post-Expansion Productive Capacity (in the case of an Engineering Audit) or the Post-Expansion Audit Amount (in the case of the Production Run Procedures) is greater than the Individual Productive Capacity of the Mine, but such expansion does not qualify as a Major Expansion, the Individual Productive Capacity of the Mine shall still be increased so that it equals the Engineering Audit Post-Expansion Productive Capacity (in the case of an Engineering Audit) -- provided, however, that the amount of such increase shall in no event exceed the Productive Capacity Change as set forth in Section 1.01 (pp)(a)(i)(y) -- or the Post-Expansion Audit Amount

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(in the case of the Production Run Procedures) for the applicable Mine, as applicable, with such increase being effective at the time indicated in Section 6.16 or Section 6.21, as applicable.

6.05

If any Mine is permanently closed at the end of its production life, such Mine shall be deleted from the listing of Individual Productive Capacities and the Board of Directors shall by unanimous vote determine an appropriate adjustment to the Aggregate Productive Capacity of the Producer owning such Mine.

6.06

From time to time and for the purpose of carrying into effect the provisions of this Article VI, the Board of Directors may establish such committees and working groups, having such powers and authorities as may be approved by the Board of Directors, consisting of representatives of the Producers and Canpotex as the Board of Directors considers necessary or appropriate, including, without limitation, in regards to those matters contemplated by Section 6.07, Section 6.11, Section 6.12, Section 6.13, Section 6.15, Section 6.16 as it relates to the form of Engineering Audit Post-Expansion Consent, Section 6.17, Section 6.19, and Section 6.21 as it relates to the form of Production Run Post-Expansion Consent.

PART II – DETERMINING THE PRE-EXPANSION AUDIT AMOUNT

6.07

(a)

Following the delivery of a Notice of Expansion, the Producer undertaking such Major Expansion shall, as soon as reasonably practicable thereafter, supply the necessary Operating Results to the Canpotex Auditors to enable the Canpotex Auditors to verify the Pre-Expansion Audit Amount.

(b)

The verification of any Pre-Expansion Audit Amount by the Canpotex Auditors shall be deemed to have occurred upon delivery to Canpotex of an independent auditor’s report of the Canpotex Auditors, in such form as agreed to by Canpotex and the Canpotex Auditors, in regards to the Pre-Expansion Audit Amount. Nothing in this Section 6.07(b) shall limit Canpotex and the Producers from agreeing on the manner in which the verification of the Pre-Expansion Audit Amount by the Canpotex Auditors is carried out, completed or depicted (including, without limitation, the form and content of the deliverable provided by the Canpotex Auditors), which may vary from what is contemplated in this section.

6.08	The Pre-Expansion Audit Amount verification by the Canpotex Auditors shall be delivered to Canpotex as soon as reasonably practicable after completion of same, and Canpotex will, in turn, forward same to the other parties to this Agreement.

PART III – ENGINEERING AUDIT REQUIREMENT

6.09

For the purposes of each Major Expansion for which a Notice of Expansion has been given and for which the Productive Capacity Change with respect thereto has not previously been determined, the applicable Producer shall be required to complete an Engineering Audit conducted in accordance with the provisions of this Agreement.

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6.10

Notwithstanding Section 6.09, any Producer that commenced a production run at a Mine prior to December 20, 2016 in accordance with the Historical Article VI Provisions for purposes of demonstrating a Post-Expansion Audit Amount for a Major Expansion (an “Exempt Producer”) may elect not to be subject to Section 6.09 in respect of such Major Expansion, in which case:

(a)

the Production Run Procedures; and

(b)

the Historical Article VI Provisions to the extent so required;

shall apply.

PART IV – ENGINEERING AUDIT PROCEDURES AND RELATED MATTERS

6.11

For purposes of ensuring consistency of all Engineering Audits to be undertaken pursuant to this Article VI, the Producers (or their designees as provided in Section 6.06) shall develop and agree upon an Audit Protocol, which shall be approved by unanimous resolution of the Board of Directors and may be amended from time to time under such procedures as the Board of Directors may by unanimous resolution determine.

6.12	The Producers (or their designees as provided in Section 6.06) shall develop and agree upon a List of Potential Engineering Firms, which may be amended from time to time under such procedures as the Board of Directors may by unanimous resolution determine.

6.13

(a)

The Engineering Audit Firm shall be selected in accordance with this Section 6.13 as soon as reasonably practicable following a request for an Engineering Audit from the Producer to which the Major Expansion relates in order to allow such Engineering Audit to be conducted expeditiously in accordance with the Audit Protocol and shall in the first instance be selected from the List of Potential Engineering Firms; provided, however, that the Engineering Audit Firm shall not be:

(i)

the Design Engineers;

(ii)

the EPCM Contractor; or

(iii)

any other engineering firm that could reasonably be considered, after having made reasonable inquiry, as having a potential conflict of interest, including lacking sufficient independence to carry out the Engineering Audit in an unbiased manner based on the engineering firm’s professional judgment (provided, however, that no such conflict of interest shall be deemed to exist solely because such firm was involved in the Major Expansion in a lesser capacity than the Design Engineers or EPCM Contractor).

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(b)

The Expanding Producer shall identify to Canpotex and the other Producers those engineering firms from the List of Potential Engineering Firms that, in its determination, are eligible to be considered after excluding those which may be disqualified by the provisions of Section 6.13(a) (the “Eligible Engineering Firms”, and each of them, an “Eligible Engineering Firm”); provided, however, that if there is no Eligible Engineering Firm on the List of Potential Engineering Firms the Producers (or their designees as provided in Section 6.06) shall proceed to revise the List of Potential Engineering Firms in order for there to be at least one Eligible Engineering Firm on the List of Potential Engineering Firms.

(c)

Upon the Expanding Producer’s provision of the identification of the Eligible Engineering Firms to Canpotex and the other Producers as contemplated in Section 6.13(b), Canpotex shall, in consultation with the other parties to this Agreement (or their designees as provided in Section 6.06) and after giving due consideration to any concerns as may be raised by the other parties to this Agreement (or their designees as provided in Section 6.06), proceed to prepare and submit to one or more of the Eligible Engineering Firms a request for proposal(s) to undertake the Engineering Audit, in such form as Canpotex and the Producers (or their designees as provided in Section 6.06) shall determine, each acting reasonably.

(d)

Following receipt of a proposal or proposals from one or more Eligible Engineering Firms in response to the request for proposal(s) contemplated by Section 6.13(c), Canpotex shall, in consultation with the Expanding Producer and, if considered necessary or appropriate by Canpotex in its discretion, the other parties to this Agreement (or their designees as provided in Section 6.06), select and engage an Eligible Engineering Firm to carry out the Engineering Audit and serve as the Engineering Audit Firm, executing such forms of agreement as Canpotex and the Expanding Producer agree are appropriate, including (to the extent not previously entered into with the Engineering Audit Firm) confidentiality and non-disclosure agreements to protect and maintain as confidential to Canpotex and the Expanding Producer all data and information confidential or proprietary to Canpotex and such Producer, respectively.

6.14

The costs of the Engineering Audit Firm to carry out the Engineering Audit shall be paid by Canpotex and, upon receipt by the Producer of documentation evidencing payment by Canpotex, reimbursed to Canpotex by the Expanding Producer, and all other costs associated with the Engineering Audit shall be borne by such Producer directly.

6.15	The Engineering Audit shall be conducted in accordance with the following procedures:

(a)

the Engineering Audit Firm shall review the Audit Protocol and advise Canpotex and the Expanding Producer if there are any material amendments to the Audit Protocol that it recommends or requires in connection with the Engineering Audit, in which case the Producer shall, subject to any need to maintain as confidential any proprietary information of the Producer, communicate same to the other Producers for determination as to whether amendment to the Audit Protocol is necessary or appropriate;

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(b)

to the extent the Producers (or their designees as provided in Section 6.06) determine that revisions to the Audit Protocol are necessary or appropriate (each acting reasonably), they shall proceed in accordance with Section 6.11 to amend the Audit Protocol in consultation with the Engineering Audit Firm and with the assistance of Canpotex;

(c)

(i) the Expanding Producer shall provide to the Engineering Audit Firm (x) the necessary Dedicated Capital Documentation and the Design Documentation, and more generally any documentation and information in the Expanding Producer’s possession relating to the Major Expansion that the Engineering Audit Firm requires to complete the Engineering Audit; (y) full access to the applicable Mine/the site of the Major Expansion to complete the Engineering Audit; and (z) any other information and persons related to the Major Expansion to the extent necessary to allow the Engineering Audit Firm to complete the Engineering Audit in accordance with the Audit Protocol and the terms of its formal engagement by Canpotex;

(ii) Canpotex shall provide to the Engineering Audit Firm (x) the Audit Protocol; (y) the Individual Productive Capacity of the Mine subject to the Major Expansion; and (z) the Pre-Expansion Audit Amount;

(d)

the Engineering Audit shall be conducted pursuant to the Audit Protocol;

(e)

subject to compliance with its confidentiality obligations to each of Canpotex and the Expanding Producer, the Engineering Audit Firm shall be entitled to confer with the Design Engineers, the EPCM Contractor and such other persons as the Engineering Audit Firm determines necessary or appropriate to complete the Engineering Audit;

(f)

(i) prior to finalizing its Engineering Audit Report, the Engineering Audit Firm shall deliver to the Expanding Producer a draft of its Engineering Audit Report and the Expanding Producer (and, if elected by the Expanding Producer, the applicable Design Engineers and EPCM Contractor) shall have an opportunity to review and comment on same with the Engineering Audit Firm; provided, however, that the conclusions reached by the Engineering Audit Firm shall at all times be required to reflect the unbiased, independent assessment of the Engineering Audit Firm based on its best professional judgment; and

(ii) prior to finalizing its Summary Engineering Audit Report, the Engineering Audit Firm shall deliver to Canpotex a draft of the Summary Engineering Audit Report to allow Canpotex to review and comment in regards to the proposed form of the Summary Engineering Audit Report with the Engineering Audit Firm; provided, however, that the conclusions reached by the Engineering Audit Firm shall at all times reflect the unbiased, independent assessment of the Engineering Audit Firm based on its best professional judgment;

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(g)

following finalization of the Engineering Audit Report and the Summary Engineering Audit Report after review and comment on the draft Engineering Audit Report and the draft Summary Engineering Audit Report, respectively, as contemplated by Section 6.15(f), the Engineering Audit Firm shall deliver:

(i)

to the Expanding Producer, the Engineering Audit Report, which shall be owned by the Expanding Producer; and

(ii)

to Canpotex, the Summary Engineering Audit Report, which shall be owned by Canpotex, and Canpotex will, in turn, forward the Summary Engineering Audit Report to all of the Producers;

(h)

by no later than the 5^th business day from receipt by Canpotex and the Producers of the Summary Engineering Audit Report as set forth in Section 6.15(g) (or such longer period as Canpotex may determine, up to a maximum of five (5) additional business days, where Canpotex determines, acting reasonably, that there are circumstances warranting such an extension), Canpotex and the Producers (other than the Expanding Producer), or any of them, may make an election to have Canpotex, the Expanding Producer and the other Producers confer with the Engineering Audit Firm to confirm to the reasonable satisfaction of Canpotex, the Expanding Producer and all other Producers (x) that the terms and provisions of the Engineering Audit Firm’s formal engagement by Canpotex and the Audit Protocol were followed in conducting the Engineering Audit and (y) that any procedural issues as may have arisen in the course of the Engineering Audit were reasonably addressed, which consultation shall be confined solely to those questions and shall take place no later than 10 business days from the date any conference is requested pursuant to this Section 6.15(h);

(i)

by no later than the 10^th business day from (x) the date on which the Expanding Producer has received the Engineering Audit Report or (y) the date of the consultation contemplated by Section 6.15(h) (if applicable), whichever is later (the “Production Run Election Deadline”), the Expanding Producer shall either (a) confirm to Canpotex that it accepts the results of the Engineering Audit Report or (b) advise Canpotex that it is electing to apply the Production Run Procedures (an “Electing Producer”). The cost of the accounting audit required to determine the Post-Expansion Audit Amount in regards to the application of the Production Run Procedures, including those of the Canpotex Auditor, shall be the responsibility of the Expanding Producer. If the Expanding Producer fails to either make such confirmation or election by the Production Run Election Deadline as contemplated in this Section 6.15(i), the Producer shall be deemed to have confirmed that it accepts the results of the Engineering Audit Report.

6.16

On the next business day following the Production Run Election Deadline (provided the Producer is not an Electing Producer), or on the next business day following the date on which the Expanding Producer confirms to Canpotex that it accepts the results of the Engineering Audit Report in accordance with the provisions of Section 6.15(i), whichever is earlier (the “Engineering Audit Completion Date”), Canpotex shall proceed to determine, based on the Pre-Expansion Audit Amount, the existing Individual Productive Capacity of the applicable Mine, the Engineering Audit Post-Expansion Productive Capacity (as contained in the Summary Engineering Audit Report) and the Design Post-Expansion Productive Capacity (as contained in the Summary Engineering Audit Report) (in each case, with respect

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to the Major Expansion), whether the Major Expansion has resulted in a Productive Capacity Change. If Canpotex so determines that there has been a Productive Capacity Change, Canpotex shall, within five (5) business days of the Engineering Audit Completion Date, notify the Producers in writing of the proposed revised Aggregate Productive Capacity and Individual Productive Capacity of the applicable Producer and Mine, respectively, (an “Engineering Audit Completion Notice”) whereby:

(a)

the Aggregate Productive Capacity of the applicable Producer shall be proposed to be increased by the amount of the Productive Capacity Change; and

(b)

the Individual Productive Capacity of the applicable Mine shall be proposed to be increased so that it equals the Engineering Audit Post-Expansion Productive Capacity, or 120% of the Design Post-Expansion Productive Capacity, whichever is less.

If, for the sole purpose of determining the Producer’s Basic Entitlement:

(a)

Canpotex has determined that there has been a Productive Capacity Change as a result of a Major Expansion in accordance with the foregoing provisions of this Section 6.16; and

(b)

(i)

the Summary Engineering Audit Report; and

(ii)

the proposed revised Aggregate Productive Capacity and Individual Productive Capacity of the applicable Producer and Mine, respectively, contained in the Engineering Audit Completion Notice;

has been accepted in writing by all of the Producers (the “Engineering Audit Post-Expansion Consent”), which acceptance shall not be unreasonably withheld,

such proposed revised Aggregate Productive Capacity of the applicable Producer shall become that Producer’s Aggregate Productive Capacity and such proposed revised Individual Productive Capacity of the applicable Mine shall become the Individual Productive Capacity for that Mine. Such increases shall be effective from and after:

(a)

January 1 in the immediately following Fiscal Year, provided the Engineering Audit Completion Date occurs on or before December 31 in any year; or

(b)

July 1 in any Fiscal Year, provided the Engineering Audit Completion Date occurs on or before June 30 in such Fiscal Year.

Canpotex and the Producers agree that the Engineering Audit Post-Expansion Consent shall be in such form as is agreed to by Canpotex and the Producers from time to time, each acting reasonably.

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6.17

Notwithstanding Section 6.16, in the event a consultation process conducted in accordance with Section 6.15(h) identifies issues which cannot be resolved within ten (10) business days from the date the consultation takes place (the “Consultation Completion Deadline”), the parties hereto shall confer to determine whether the results of the Engineering Audit should be provisionally accepted pending ultimate resolution, or held in abeyance pending such resolution, considering the materiality of the issue, the magnitude of the adjustment and the anticipated time required to resolve the issues. If the parties hereto cannot reach resolution of these matters, the Expanding Producer, regardless of whether the Expanding Producer previously confirmed (or was deemed to confirm) to Canpotex that it accepted the results of the Engineering Audit Report, may elect to apply the Production Run Procedures (in which case, the Expanding Producer shall be considered an Electing Producer) or, if no such election is made, all questions shall immediately proceed to binding arbitration and resolved no later than one (1) month from the Consultation Completion Deadline with retroactive effect to the date that would otherwise apply pursuant to Section 6.16 (being January 1 or July 1, as applicable). If the Expanding Producer is not satisfied with the results of such arbitration, the Expanding Producer, regardless of whether the Expanding Producer previously confirmed (or was deemed to confirm) to Canpotex that it accepted the results of the Engineering Audit Report, may elect to apply the Production Run Procedures (in which case, the Expanding Producer shall be considered an Electing Producer).

PART V – PRODUCTION RUN PROCEDURES

6.18

This Part V shall apply to a Major Expansion for which there is (i) an Electing Producer or (ii) an Exempt Producer that has elected not to be subject to Section 6.09 pursuant to Section 6.10. Where this Part V applies, the results of any Engineering Audit applicable to the Major Expansion shall not be used to determine, as a result of such Major Expansion, the Productive Capacity Change, the Producer’s Aggregate Productive Capacity or the Individual Productive Capacity of the applicable Mine, but rather, such matters shall be determined in accordance with this Part V.

6.19

(a)

Where this Part V applies, the Producer undertaking the Major Expansion shall, as soon as reasonably practicable, supply to the Canpotex Auditors:

(i)

the necessary Operating Results; and

(ii)

the necessary Dedicated Capital Documentation;

to enable the Canpotex Auditors to verify the Post-Expansion Audit Amount.

(b)

The verification of any Post-Expansion Audit Amount by the Canpotex Auditors shall be deemed to have occurred upon delivery to Canpotex of an independent auditor’s report of the Canpotex Auditors, in such form as agreed to by Canpotex and the Canpotex Auditors, in regards to the Post-Expansion Audit Amount. Nothing in this Section 6.19(b) shall limit Canpotex and the Producers from agreeing on the manner in which the verification of the Post-Expansion Audit Amount by the Canpotex Auditors

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is carried out, completed or depicted (including, without limitation, the form and content of the deliverable provided by the Canpotex Auditors), which may vary from what is contemplated in this section.

6.20

The Post-Expansion Audit Amount verification by the Canpotex Auditors shall be delivered to Canpotex as soon as reasonably practicable after completion of same, and Canpotex will, in turn, forward same to the other parties to this Agreement in connection with the Production Run Completion Notice set forth in Section 6.21. Following verification by the Canpotex Auditors of the Post-Expansion Audit Amount and Canpotex’s receipt of the Production Run Post-Expansion Consent, the applicable Mine expansion in question shall be deemed, for the purposes of this Agreement, to (a) constitute a Major Expansion and (b) have been fully completed by the date of the Post-Expansion Audit Amount verification received from the Canpotex Auditors.

6.21

Following verification by the Canpotex Auditors of the Post-Expansion Audit Amount in respect of a Major Expansion, Canpotex shall proceed to determine, based on the Pre-Expansion Audit Amount, the Post-Expansion Audit Amount and the existing Individual Productive Capacity of the applicable Mine (in each case, with respect to the Major Expansion), whether the Major Expansion has resulted in a Productive Capacity Change. If Canpotex so determines that there has been a Productive Capacity Change, Canpotex shall, within five (5) business days of receiving verification of the Post-Expansion Audit Amount from the Canpotex Auditors, notify the Producers in writing of the proposed revised Aggregate Productive Capacity and Individual Productive Capacity of the applicable Producer and Mine, respectively, (a “Production Run Completion Notice”) whereby:

(a)

the Aggregate Productive Capacity of the applicable Producer shall be proposed to be increased by the amount of the Productive Capacity Change; and

(b)

the Individual Productive Capacity of the applicable Mine shall be proposed to be increased so that it equals the Post-Expansion Audit Amount for that Mine.

If, for the sole purpose of determining the Producer’s Basic Entitlement:

(a)

Canpotex has determined that there has been a Productive Capacity Change in accordance with the foregoing provisions of this Section 6.21; and

(b)

(i)

the verification by the Canpotex Auditors of the Post- Expansion Audit Amount; and

(ii)

the proposed revised Aggregate Productive Capacity and Individual Productive Capacity of the applicable Producer and Mine, respectively, contained in the Production Run Completion Notice;

has been accepted in writing by all of the Producers (the “Production Run Post-Expansion Consent”), which acceptance shall not be unreasonably withheld,

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(a)

January 1 in the immediately following Fiscal Year, provided such Major Expansion has been fully completed and verified by the Canpotex Auditors on or before December 31 in any year; or

(b)

July 1 in any Fiscal Year, provided such Major Expansion has been fully completed and verified by the Canpotex Auditors on or before June 30 in such Fiscal Year.

Canpotex and the Producers agree that the Production Run Post-Expansion Consent shall be in such form as is agreed to by Canpotex and the Producers from time to time, each acting reasonably.

6.22

If the Major Expansion relates to a Solution Mine, then the level of accumulated crystal Potash product (the “Measured Level of Product”) in all crystallization ponds of the Solution Mine shall be measured both within five Operating Days before and within five Operating Days after the demonstration period of 90 Operating Days used for purposes of calculating the applicable Post-Expansion Audit Amount. If the aggregate Measured Level of Product in the ponds is less following the demonstration period than it was prior to the demonstration period, then the Post-Expansion Audit Amount shall be reduced by an amount of Product Tonnes calculated pursuant to the following formula:

R= A(B)

Where:

R equals the number of Product Tonnes by which the Post-Expansion Audit Amount shall be reduced;

A equals the difference in the Measured Levels of Product, expressed in metric tonnes of crystal product; and

B equals a conversion factor of 85%.

[Remainder of Page Intentionally Left Blank.]

Exhibit 31(a)

CERTIFICATION

I, Jochen E. Tilk, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Potash Corporation of Saskatchewan Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 2, 2017


By:		/s/ Jochen E. Tilk
		Jochen E. Tilk
		President and Chief Executive Officer

Exhibit 31(b)

CERTIFICATION

I, Wayne R. Brownlee, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Potash Corporation of Saskatchewan Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 2, 2017


By:		/s/ Wayne R. Brownlee
		Wayne R. Brownlee
		Executive Vice President, Treasurer and Chief Financial Officer

Exhibit 32

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Potash Corporation of Saskatchewan Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that:

The Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (the “Form 10-Q”), of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 2, 2017


By:		/s/ Jochen E. Tilk
		Jochen E. Tilk
		President and Chief Executive Officer

Date: May 2, 2017


By:		/s/ Wayne R. Brownlee
		Wayne R. Brownlee
		Executive Vice President, Treasurer and Chief Financial Officer

The foregoing certification is being furnished as an exhibit to the Form 10-Q pursuant to Item 601(b)(32) of Regulation S-K, Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, is not being filed as part of the Form 10-Q.

Exhibit 95

Information concerning mine safety violations or other regulatory matters required by

Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

The following table reflects citations, orders and notices issued to us by the United States Mine Safety and Health Administration (the “MSHA”) for the quarter ended March 31, 2017 (the “Reporting Period”) and contains certain additional information as required by Section 1503(a) and Item 104 of Regulation S-K of the United States Securities and Exchange Commission, including information regarding mining-related fatalities, proposed assessments from the MSHA and legal actions (“Legal Actions”) before the United States Federal Mine Safety and Health Review Commission (“FMSHRC”), an independent adjudicative agency that provides administrative trial and appellate review of legal disputes arising under the United States Federal Mine Safety and Health Act of 1977, as amended by the Mine Improvement and New Emergency Response Act of 2006 (the “Act”).

Included below is the information required by Section 1503(a) with respect to our facilities at Aurora, North Carolina (MSHA Identification Number 31-00212) (“Aurora”), Weeping Water, Nebraska (MSHA Identification Number 25-00554) (“Weeping Water”) and White Springs, Florida (MSHA Identification Number 08-00798) (“White Springs”) for the Reporting Period:


		Aurora	Weeping Water	White Springs
(a)	the total number of alleged violations of mandatory health or safety standards that could significantly or substantially contribute to the cause and effect of a coal or other mine safety or health hazard under Section 104 of the Act for which a citation was received from the MSHA	0	1	2
(b)	the total number of orders issued under Section 104(b) of the Act	0	0	0
(c)	the total number of citations received and orders issued under Section 104(d) of the Act for alleged unwarrantable failures of the Company to comply with mandatory health or safety standards	0	0	0
(d)	the total number of alleged flagrant violations under Section 110(b)(2) of the Act	0	0	0
(e)	the total number of imminent danger orders issued under Section 107(a) of the Act	0	0	0
(f)	the total value (in dollars) of proposed assessments from the MSHA under the Act	$ 0	$ 704	$ 9,189
(g)	the total number of mining-related fatalities	0	0	0
(h)	received notice from the MSHA of a pattern of violations under Section 104(e) of the Act	No	No	No
(i)	received notice from the MSHA of potential to have a pattern of violations under Section 104(e) of the Act	No	No	No
(j)	the total number of Legal Actions pending as of the last day of the Reporting Period	1	0	0
(k)	Legal Actions initiated during the Reporting Period	0	0	0
(l)	Legal Actions resolved during the Reporting Period	0	0	0