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 ~~June~~September 30, 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 – 1st 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 ~~June~~September 30, 2017, Potash Corporation of Saskatchewan Inc. had 840,~~086~~163,~~574~~998 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 EndedJune 30						Six Months EndedJune 30
	Three Months EndedSeptember 30						Nine Months EndedSeptember 30
	2017			2016			2017			2016
Sales (Note 2)	$	1,~~120~~234		$	1,~~053~~136		$	23,~~232~~466		$	23,~~262~~398
Freight, transportation and distribution		(~~116~~172	)		(~~118~~154	)		(~~249~~421	)		(~~251~~405	)
Cost of goods sold		(~~749~~832	)		(~~692~~792	)		(12,~~460~~292	)		(12,~~534~~326	)
Gross Margin		~~255~~230			~~243~~190			~~523~~753			~~477~~667
Selling and administrative expenses		(4856	)		(5559	)		(98154	)		(~~108~~167	)
Provincial mining and other taxes		(4447	)		(2631	)		(78125	)		(5788	)
Share of earnings of equity-accounted investees		4933			3025			88121			4974
Dividend income		45			168			1217			1624
Impairment of available-for-sale investment		–			~~(10~~–	)		–			(10	)
Other (expenses) income (Note 3)		(1630	)		15			(2656	)		(94	)
Operating Income		~~200~~135			~~199~~138			~~421~~556			~~358~~496
Finance costs		(6160	)		(5455	)		(~~120~~180	)		(~~106~~161	)
Income Before Income Taxes		~~139~~75			~~145~~83			~~301~~376			~~252~~335
Income taxes (Note 4)		62			(24	)		49			(56	)
Income tax (expense) recovery (Note 4)		(22	)		(2	)		27			(58	)
Net Income	$	~~201~~53		$	~~121~~81		$	~~350~~403		$	~~196~~277
Net Income per Share
Basic	$	0.2406		$	0.1410		$	0.4248		$	0.2333
Diluted	$	0.2406		$	0.1410		$	0.4248		$	0.2333
Weighted Average Shares Outstanding
Basic		840,~~060~~137,000			839,~~285~~570,000			~~839~~840,~~959~~037,000			838,~~202~~661,000
Diluted		840,~~124~~301,000			~~839~~840,~~786~~045,000			840,~~111~~202,000			839,~~028~~376,000

(See Notes to the Condensed Consolidated Financial Statements)

1 PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q

Condensed Consolidated Statements of Comprehensive Income ~~(Loss)~~


Unaudited		In millions of US dollars

	Three Months Ended June 30						Six Months Ended June 30
	Three Months Ended September 30						Nine Months Ended September 30
(Net of related income taxes)	2017			2016			2017			2016
Net Income	$	~~201~~53		$	~~121~~81		$	~~350~~403		$	~~196~~277
Other comprehensive income (loss)
Items that will not be reclassified to net income:
Net actuarial loss on defined benefit plans 1		–			~~(103~~–	)		–			(103	)
Items that have been or may be subsequently reclassified to net income:
Available-for-sale investments 2
Net fair value gain (loss) during the period		6035			~~(104~~15	)		93128			(~~103~~88	)
Cash flow hedges
Net fair value (loss) gain during the period 3		(2	)		9			(7	)		3
Net fair value loss during the period 3		(1	)		(5	)		(8	)		(2	)
Reclassification to income of net loss 4		119			1311			1928			2839
Other		–(1	)		1–			32			2
Other Comprehensive Income (Loss)		6942			~~(184~~21	)		~~108~~150			(~~173~~152	)
Comprehensive Income (Loss)	$	270		$	(63	)	$	458		$	23
Comprehensive Income	$	95		$	102		$	553		$	125

1 Net of income taxes of $NIL (2016 – $60NIL) for the three months ended September 30, 2017 and ~~six~~$NIL (2016 – $60) for the nine months ended ~~June~~September 30, 2017.

² Available-for-sale investments are comprised of shares in Israel Chemicals Ltd. (“ICL”), Sinofert Holdings Limited (“Sinofert”) and other.

3 Cash flow hedges are comprised of natural gas derivative instruments and treasury lock derivatives and were net of income taxes of $1NIL (2016 – $(52)) for the three months ended ~~June~~September 30, 2017 and $4 (2016 – $(2NIL)) for the ~~six~~nine months ended ~~June~~September 30, 2017.

4 Net of income taxes of $(64) (2016 – $(86)) for the three months ended ~~June~~September 30, 2017 and $(1115) (2016 – $(1622)) for the ~~six~~nine months ended ~~June~~September 30, 2017.

(See Notes to the Condensed Consolidated Financial Statements)

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PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q 2

Condensed Consolidated Statements of Cash Flow


Unaudited		In millions of US dollars

	Three Months Ended June 30						Six Months Ended June 30
	Three Months Ended September 30						Nine Months Ended September 30
	2017			2016			2017			2016
Operating Activities
Net income	$	~~201~~53		$	~~121~~81		$	~~350~~403		$	~~196~~277
Adjustments to reconcile net income to cash provided by operating activities (Note 5)		~~151~~237			~~259~~166			~~295~~532			~~465~~631
Changes in non-cash operating working capital (Note 5)		~~(24~~3	)		4448			(9491	)		(491	)
Cash provided by operating activities		~~328~~293			~~424~~295			~~551~~844			~~612~~907
Investing Activities
Additions to property, plant and equipment		(~~128~~170	)		(~~211~~191	)		(~~261~~431	)		(~~457~~648	)
Other assets and intangible assets		(2–	)		(91	)		(1	)		(910	)
Cash used in investing activities		(~~130~~170	)		(~~220~~192	)		(~~262~~432	)		(~~466~~658	)
Financing Activities
Finance costs on long-term debt obligations		–			(2–	)		(1	)		(4	)
(Repayment of) proceeds from short-term debt obligations		(8139	)		68115			(6099	)		~~404~~519
Dividends		(8284	)		(~~206~~208	)		(~~164~~248	)		(~~519~~727	)
Issuance of common shares		–			5–			1			25
Cash used in financing activities		(~~163~~123	)		(~~135~~93	)		(~~224~~347	)		(94187	)
Increase in Cash and Cash Equivalents		35–			6910			65			5262
Cash and Cash Equivalents, Beginning of Period		6297			74143			32			91
Cash and Cash Equivalents, End of Period	$	97		$	~~143~~153		$	97		$	~~143~~153
Cash and cash equivalents comprised of:
Cash	$	2831		$	3148		$	2831		$	3148
Short-term investments		6966			~~112~~105			6966			~~112~~105
	$	97		$	~~143~~153		$	97		$	~~143~~153

(See Notes to the Condensed Consolidated Financial Statements)

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3 PotashCorp 2017 ~~Second~~Third 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		ContributedSurplus			Net unrealized gain (loss) onavailable-for- sale investments			Net (loss) gain on derivatives designated as cash flow hedges			Net actuarial loss on defined benefit plans			Other			Total Accumulated Other Comprehensive (Loss)Income			RetainedEarnings			TotalEquity 1
Balance – December 31, 2016	$	1,798	$	222		$	43		$	(60	)	$	–	2	$	(8	)	$	(25	)	$	6,204		$	8,199
Net income		–		–			–			–			–			–			–			~~350~~403			~~350~~403
Other comprehensive income		–		–			93128			1220			–			32			~~108~~150			–			~~108~~150
Dividends declared		–		–			–			–			–			–			–			(~~167~~252	)		(~~167~~252	)
Effect of share-based compensationincluding issuance of common shares		2		3			–			–			–			–			–			–			5
Effect of share-based compensation including issuance of common shares		2		6			–			–			–			–			–			–			8
Shares issued for dividend reinvestment plan		35		–			–			–			–			–			–			–			35
Balance – June 30, 2017	$	1,803	$	225		$	136		$	(48	)	$	–	2	$	(5	)	$	83		$	6,387		$	8,498
Balance – September 30, 2017	$	1,805	$	228		$	171		$	(40	)	$	–	2	$	(6	)	$	125		$	6,355		$	8,513
Balance – December 31, 2015	$	1,747	$	230		$	77		$	(117	)	$	–	2	$	(10	)	$	(50	)	$	6,455		$	8,382
Net income		–		–			–			–			–			–			–			~~196~~277			~~196~~277
Other comprehensive (loss) income		–		–			(~~103~~88	)		3137			(103	)		2			(~~173~~152	)		–			(~~173~~152	)
Dividends declared		–		–			–			–			–			–			–			(~~421~~506	)		(~~421~~506	)
Effect of share-based compensationincluding issuance of common shares		35		(5	)		–			–			–			–			–			–			30
Effect of share-based compensation including issuance of common shares		35		(1	)		–			–			–			–			–			–			34
Shares issued for dividend reinvestment plan		1013		–			–			–			–			–			–			–			1013
Transfer of net actuarial losson defined benefit plans		–		–			–			–			103			–			103			(103	)		–
Transfer of net actuarial loss on defined benefit plans		–		–			–			–			103			–			103			(103	)		–
Balance – June 30, 2016	$	1,792	$	225		$	(26	)	$	(86	)	$	–	2	$	(8	)	$	(120	)	$	6,127		$	8,024
Balance – September 30, 2016	$	1,795	$	229		$	(11	)	$	(80	)	$	–	2	$	(8	)	$	(99	)	$	6,123		$	8,048

¹ All equity transactions were attributable to common shareholders.

² Any amounts incurred during a period are closed out to retained earnings at each period-end. Therefore, no balance exists at the beginning or end of period.

(See Notes to the Condensed Consolidated Financial Statements)

PotashCorp 2017 ~~Second~~Third 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	~~June~~September 30,2017		December 31,2016
Assets
Current assets
Cash and cash equivalents	$	97	$	32
Receivables		~~499~~617		545
Inventories (Note 6)		~~845~~753		768
Prepaid expenses and other current assets		6555		49
		1,506		1,394
		1,522		1,394
Non-current assets
Property, plant and equipment		13,~~190~~179		13,318
Investments in equity-accounted investees		1,~~178~~176		1,173
Available-for-sale investments		1,~~033~~068		940
Other assets		~~239~~237		250
Intangible assets		~~173~~169		180
Total Assets	$	17,~~319~~351	$	17,255

(See Notes to the Condensed Consolidated Financial Statements)

	June 30,2017		December 31,2016
	September 30,2017		December 31,2016
Liabilities
Current liabilities
Short-term debt and current portion of long-term debt	$	~~824~~785	$	884
Payables and accrued charges		~~664~~715		772
Current portion of derivative instrument liabilities		4235		41
		1,530		1,697
		1,535		1,697
Non-current liabilities
Long-term debt		3,~~708~~709		3,707
Derivative instrument liabilities		4238		56
Deferred income tax liabilities		2,375		2,463
Pension and other post-retirement benefit liabilities		~~475~~492		443
Asset retirement obligations and accrued environmental costs		~~640~~632		643
Other non-current liabilities and deferred credits		5157		47
Total Liabilities		8,~~821~~838		9,056
Shareholders’ Equity
Share capital (Note 7)		1,~~803~~805		1,798
Contributed surplus		~~225~~228		222
Accumulated other comprehensive income (loss)		83125		(25	)
Retained earnings		6,~~387~~355		6,204
Total Shareholders’ Equity		8,~~498~~513		8,199
Total Liabilities and Shareholders’ Equity	$	17,~~319~~351	$	17,255

(See Notes to the Condensed Consolidated Financial Statements)

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5 PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q

Notes to the Condensed Consolidated Financial Statements

For the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 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 ~~August 2~~October 31, 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 ~~Second~~Third 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 ~~June~~September 30, 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~~Based on the company’s ispreliminary ~~reviewing~~assessment, the impact of the standard on the amount of revenue recognized in a year is not expected to ~~determine~~be significant. While the ~~potential~~financial impact of the standard continues to be assessed, ifthe ~~any~~company anticipates additional disclosures, including remaining performance obligations and anticipated timing of revenue recognition.	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.
IFRIC 23, Uncertainty Over Income Tax Treatments	Issued to provide guidance on recognition and measurement of uncertain income tax treatments.	The company is reviewing the standard to determine the potential impact, if any.	January 1, 2019, applied retrospectively with certain practical expedients available.
IFRS 17, Insurance Contracts	Issued to replace IFRS 4, providing guidance for the recognition, measurement, presentation and disclosure of insurance contracts giving consideration to: substantive rights and obligations arising from a contract, law or regulation; enforceable rights and obligations in a contract; and whether contracts are written, oral or implied by customary business practices.	Although the company does not underwrite insurance contracts, all significant contracts will be reviewed under the scope of the standard to determine the potential impact, if any.	January 1, 2021, applied retrospectively with certain practical expedients available.

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

7 PotashCorp 2017 ~~Second~~Third 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, used to make strategic decisions, that are reviewed by the Chief Executive Officer, assessed to be the company’s chief operating decision-maker.

	Three Months Ended June 30, 2017
	Three Months Ended September 30, 2017
	Potash			Nitrogen			Phosphate			All Others			Consolidated
Sales – third party	$	~~461~~595		$	~~384~~288		$	~~275~~351		$	–		$	1,~~120~~234
Freight, transportation and distribution – third party		(5085	)		(3233	)		(3454	)		–			(~~116~~172	)
Net sales – third party		~~411~~510			~~352~~255			~~241~~297			–
Cost of goods sold – third party		(~~198~~256	)		(~~292~~240	)		(~~259~~336	)		–			(~~749~~832	)
Margin (cost) on inter-segment sales 1		–			86			(86	)		–			–
Gross margin		~~213~~254			6821			(2645	)		–			~~255~~230
Items included in cost of goods sold, selling and administrative expenses or other expenses:
Depreciation and amortization		(5672	)		(47	)		(5652	)		(9	)		(~~168~~180	)
Assets		9,787			2,466			2,265			2,801			17,319
Impairment of property, plant and equipment		–			–			(29	)		–			(29	)
Cash outflows for additions to property, plant and equipment		36			40			51			1			128
Assets		9,811			2,502			2,250			2,788			17,351
Cash outflows for additions to property, plant and equipment		56			70			43			1			170

1 Inter-segment net sales were $1715.

	Three Months Ended June 30, 2016
	Three Months Ended September 30, 2016
	Potash			Nitrogen			Phosphate			All Others			Consolidated
Sales – third party	$	~~393~~453		$	~~383~~333		$	~~277~~350		$	–		$	1,~~053~~136
Freight, transportation and distribution – third party		(6473	)		(2728	)		(2753	)		–			(~~118~~154	)
Net sales – third party		~~329~~380			~~356~~305			~~250~~297			–
Cost of goods sold – third party		(~~206~~274	)		(~~236~~243	)		(~~250~~275	)		–			(~~692~~792	)
Margin (cost) on inter-segment sales 1		–			107			(107	)		–			–
Gross margin		~~123~~106			~~130~~69			~~(10~~15	)		–			~~243~~190
Items included in cost of goods sold, selling and administrative expenses or other expenses:
Depreciation and amortization		(5259	)		(5253	)		(5553	)		(918	)		(~~168~~183	)
Share of Canpotex’s 2 Prince Rupert project exit costs		(33	)		–			–			–			(33	)
Assets		9,752			2,496			2,350			2,753			17,351
Assets		9,780			2,509			2,323			2,714			17,326
Cash outflows for additions to property, plant and equipment		94			44			54			(1	)		191
Cash outflows for additions to property, plant and equipment		74			65			45			27			211

1 Inter-segment net sales were $1714.



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

Nine Months Ended September 30, 2017

Potash

Nitrogen

Phosphate

All Others

Consolidated

Sales – third party

1,485

1,047

934

–

3,466

Freight, transportation and distribution – third party

(199

)

(97

)

(125

)

–

(421

)

Net sales – third party

1,286

950

809

–

Cost of goods sold – third party

(659

)

(789

)

(844

)

–

(2,292

)

Margin (cost) on inter-segment sales ¹

–

(25

)

–

Gross margin

627

186

(60

)

–

753

Items included in cost of goods sold, selling and administrative expenses or other expenses:

Depreciation and amortization

(183

)

(144

)

(166

)

(27

)

(520

)

Impairment of property, plant and equipment

–

(29

)

–

(29

)

Assets

9,811

2,502

2,250

2,788

17,351

Cash outflows for additions to property, plant and equipment

137

143

145

431

¹Inter-segment net sales were $54.


	Nine Months Ended September 30, 2016
	Potash			Nitrogen			Phosphate			All Others			Consolidated
Sales – third party	$	1,227		$	1,144		$	1,027		$	–		$	3,398
Freight, transportation and distribution – third party		(196	)		(88	)		(121	)		–			(405	)
Net sales – third party		1,031			1,056			906			–
Cost of goods sold – third party		(714	)		(777	)		(835	)		–			(2,326	)
Margin (cost) on inter-segment sales ¹		–			27			(27	)		–			–
Gross margin		317			306			44			–			667

Items included in cost of goods sold, selling and administrative expenses or other expenses:
Depreciation and amortization		(159	)		(159	)		(165	)		(35	)		(518	)
Share of Canpotex’s ² Prince Rupert project exit costs		(33	)		–			–			–			(33	)
Termination benefit costs		(32	)		–			–			–			(32	)
Impairment of property, plant and equipment		–			–			(27	)		–			(27	)

Assets		9,752			2,496			2,350			2,753			17,351
Cash outflows for additions to property, plant and equipment		259			178			142			69			648

¹Inter-segment net sales were $48.

²Canpotex Limited (“Canpotex”).

9 PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q 8

	Six Months Ended June 30, 2017
	Potash			Nitrogen			Phosphate			All Others			Consolidated
Sales – third party	$	890		$	759		$	583		$	–		$	2,232
Freight, transportation and distribution – third party		(114	)		(64	)		(71	)		–			(249	)
Net sales – third party		776			695			512			–
Cost of goods sold – third party		(403	)		(549	)		(508	)		–			(1,460	)
Margin (cost) on inter-segment sales 1		–			19			(19	)		–			–
Gross margin		373			165			(15	)		–			523
Items included in cost of goods sold, selling and administrative expenses or other expenses:
Depreciation and amortization		(111	)		(97	)		(114	)		(18	)		(340	)
Assets		9,787			2,466			2,265			2,801			17,319
Cash outflows for additions to property, plant and equipment		81			73			102			5			261

1 Inter-segment net sales were $39.

	Six Months Ended June 30, 2016
	Potash			Nitrogen			Phosphate			All Others			Consolidated
Sales – third party	$	774		$	811		$	677		$	–		$	2,262
Freight, transportation and distribution – third party		(123	)		(60	)		(68	)		–			(251	)
Net sales – third party		651			751			609			–
Cost of goods sold – third party		(440	)		(534	)		(560	)		–			(1,534	)
Margin (cost) on inter-segment sales 1		–			20			(20	)		–			–
Gross margin		211			237			29			–			477
Items included in cost of goods sold, selling and administrative expenses or other expenses:
Depreciation and amortization		(100	)		(106	)		(112	)		(17	)		(335	)
Share of Canpotex’s Prince Rupert project exit costs		(33	)		–			–			–			(33	)
Termination benefit costs		(32	)		–			–			–			(32	)
Impairment of property, plant and equipment		–			–			(27	)		–			(27	)
Assets		9,780			2,509			2,323			2,714			17,326
Cash outflows for additions to property, plant and equipment		165			134			88			70			457

1 Inter-segment net sales were $34.

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

3. Other (Expenses) Income

	Three Months Ended June 30						Six Months Ended June 30
	Three Months Ended September 30						Nine Months Ended September 30
	2017			2016			2017			2016
Foreign exchange loss	$	(9	)	$	(2	)	$	(8	)	$	(19	)
Foreign exchange (loss) gain	$	(14	)	$	5		$	(22	)	$	(14	)
Proposed Transaction costs (Note 13)		(1410	)		–			(2333	)		–
Other income		7			3			5			10
Other (expenses) income		(6	)		–			(1	)		10
	$	(1630	)	$	15		$	(2656	)	$	(94	)

4. Income ~~Taxes~~Tax (Expense) Recovery

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 June 30						Six Months Ended June 30
	Three Months Ended September 30						Nine Months Ended September 30
	2017			2016			2017			2016
Income tax (recovery) expense	$	(62	)	$	24		$	(49	)	$	56
Income tax (expense) recovery	$	(22	)	$	(2	)	$	27		$	(58	)
Actual effective tax rate on ordinary earnings		717%			1716%			910%			2120%
Actual effective tax rate including discrete items		~~(44~~29%	)		162%			(167%	)		2217%
Discrete tax adjustments that impacted the tax rate	$	(719	)	$	(411	)	$	~~(76~~67	)	$	–11

Significant items to note include the following:

· The actual effective tax rate on ordinary earnings decreased for the ~~three~~nine ~~and six~~ months ended ~~June~~September 30, 2017 ~~decreased~~ compared to the same ~~periods~~period last year ~~primarily~~ due to ~~significantly~~different ~~lower~~weightings ~~forecasted~~between ~~annual~~jurisdictions, ~~earnings~~most notably a decline in the United States partially offset by an increase in Canada.

· In the second quarter of 2017, a discrete deferred tax recovery of $68 was recorded as a result of a Saskatchewan income tax rate decrease. This decreased the actual effective tax rate including discrete items for the nine months ended September 30, 2017 by 18 percentage points.

^·

In the second quarter of 2016, a $10 discrete non-tax deductible impairment of the company’s available-for-sale investment in Sinofert was recorded. This increased the actual effective tax rate including discrete items for the nine months ended September 30, 2016 by one percentage point.

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	~~June~~September 30, 2017			December 31, 2016
Current income tax assets
Current	Receivables	$	4329		$	41
Non-current	Other assets		6059			67
Deferred income tax assets	Other assets		10			10
Total income tax assets		$	~~113~~98		$	118
Current income tax liabilities
Current	Payables and accrued charges	$	(72	)	$	(25	)
Non-current	Other non-current liabilities and deferred credits		(4748	)		(43	)
Deferred income tax liabilities	Deferred income tax liabilities		(2,375	)		(2,463	)
Total income tax liabilities		$	(2,~~429~~425	)	$	(2,531	)

PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q 10

5. Consolidated Statements of Cash Flow

	Three Months Ended June 30						Six Months Ended June 30
	Three Months Ended September 30						Nine Months Ended September 30
	2017			2016			2017			2016
Reconciliation of cash provided by operating activities
Net income	$	~~201~~53		$	~~121~~81		$	~~350~~403		$	~~196~~277
Adjustments to reconcile net income to cash provided by operating activities
Depreciation and amortization		~~168~~180			~~168~~183			~~340~~520			~~335~~518
Impairment of property, plant and equipment		–29			–			–29			27
Net distributed (undistributed) earnings of equity-accounted investees		351			61(23	)		(21	)		4421
Impairment of available-for-sale investment		–			10–			–			10
Share-based compensation		2			3			79			58
Recovery of deferred income tax		(82	)		(7	)		(96	)		(1	)
(Recovery of) provision for deferred income tax		(3	)		6			(99	)		5
Pension and other post-retirement benefits		1817			138			3350			2836
Asset retirement obligations and accrued environmental costs		31			9(12	)		23			2513
Other long-term liabilities and miscellaneous		710			21			1121			(87	)
Subtotal of adjustments		~~151~~237			~~259~~166			~~295~~532			~~465~~631
Changes in non-cash operating working capital
Receivables		23(126	)		~~186~~(66	)		38(88	)		~~145~~79
Inventories		(972	)		~~(51~~63	)		~~(58~~14	)		~~(43~~20	)
Prepaid expenses and other current assets		(911	)		56			(143	)		39
Payables and accrued charges		~~(29~~46	)		~~(96~~45	)		(6014	)		(~~154~~109	)
Subtotal of changes in non-cash operating working capital		~~(24~~3	)		4448			(9491	)		(491	)
Cash provided by operating activities	$	~~328~~293		$	~~424~~295		$	~~551~~844		$	~~612~~907
Supplemental cash flow disclosure
Interest paid	$	7430		$	6431		$	~~103~~133		$	93124
Income taxes paid	$	38		$	35		$	53		$	46
Income taxes paid (recovered)	$	14		$	(3	)	$	67		$	43

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

	December 31,2016		Cash Flows 1			Non-cashChanges		~~June~~September 30,2017
Short-term debt and current portion of long-term debt 1	$	884	$	(6099	)	$	–	$	~~824~~785
Long-term debt		3,707		(1	)		23		3,~~708~~709
Total liabilities from financing activities	$	4,591	$	(61100	)	$	23	$	4,~~532~~494

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

11 PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q

6. Inventories

	June 30,2017		December 31,2016
	September 30,2017		December 31,2016
Finished products	$	~~320~~217	$	269
Intermediate products		~~200~~201		174
Raw materials		6873		75
Materials and supplies		~~257~~262		250
	$	~~845~~753	$	768

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

	Three Months Ended June 30				Six Months Ended June 30
	Three Months Ended September 30				Nine Months Ended September 30
	2017		2016		2017		2016
Expensed inventories before the following items	$	~~661~~756	$	~~587~~739	$	12,~~345~~101	$	12,~~299~~038
Reserves, reversals and writedowns of inventories		2911		202		3344		1921
	$	~~690~~767	$	~~607~~741	$	12,~~378~~145	$	12,~~318~~059

The carrying amount of inventory recorded at net realizable value was $~~118~~79 as at ~~June~~September 30, 2017 (December 31, 2016 – $47), ~~with~~ 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		~~181~~258,~~295~~719		35
Balance – June 30, 2017		840,086,574	$	1,803
Balance – September 30, 2017		840,163,998	$	1,805

Dividends Declared

The company declared dividends per share of $0.10 (2016 – $0.2510) during the three months ended ~~June~~September 30, 2017 and $0.2030 (2016 – $0.5060) during the ~~six~~nine months ended ~~June~~September 30, 2017.

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.

PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q 12

8. Share-Based Compensation

During the three and ~~six~~nine months ended ~~June~~September 30, 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 employee share-based compensation plans
	UnitsGranted in 2017		UnitsOutstandingas ~~atJune~~atSeptember 30, 2017		Three Months ~~Ended~~EndedSeptember ~~June~~ 30				~~Six~~Nine Months ~~Ended~~EndedSeptember ~~June~~ 30
					2017		2016		2017		2016
Stock options		1,482,829		4,~~511~~503,~~906~~104	$	21	$	52	$	56	$	68
Share-settled PSUs		555,918		~~959~~935,~~700~~570		12		21		24		23
Cash-settled PSUs		~~857~~858,~~774~~684		1,~~538~~561,~~826~~678		–6		23		28		47
					$	39	$	96	$	918	$	1218

~~Grant~~Weighted average grant date fair value per unit for stock options and share-settled PSUs granted during ~~the first quarter of~~ 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 granted 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

PSUs granted under the LTIP in 2017 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.

13 PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q

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.

June 30, 2017

December 31, 2016

September 30, 2017

December 31, 2016

Carrying Amount ofLiability 1

Fair Value ofLiability

Carrying Amount ofLiability 1

Fair Value ofLiability

Long-term debt senior notes

4,~~204~~205

4,~~547~~530

4,202

4,384

¹	Includes net unamortized debt issue costs.

PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q 14

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 atReporting Dates Using:
	Carrying Amount ofAsset (Liability)			Quoted Prices in Active Markets for Identical Assets (Level 1) 1		Significant Other Observable Inputs (Level 2) 1,2
	CarryingAmount ofAsset (Liability)			Quoted Pricesin ActiveMarkets forIdentical Assets(Level 1) 1		SignificantOtherObservable Inputs(Level 2) 1,2
June 30, 2017
September 30, 2017
Derivative instrument assets
Natural gas derivatives	$	78		$	–	$	78
Available-for-sale investments 3		1,~~033~~068			1,~~033~~068		–
Derivative instrument liabilities
Natural gas derivatives		(8473	)		–		(8473	)
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 ~~six~~nine months ended ~~June~~September 30, 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 ~~six~~nine months ended ~~June~~September 30, 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 ~~June~~September 30, 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 (the “Charleston Site”). 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~~Charleston 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~~Charleston 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~~

15 PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q

the work required by the USEPA order. The USEPA also has requested reimbursement of approximately $53 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 (the “Raleigh Site”). In the past, PCS Phosphate worked with certain other responsible parties to address PCB soil contamination at the Raleigh 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 Raleigh 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 the USEPA for Operable Unit 1 in September 2016 that is not expected to require PCS Phosphate to incur any additional remediation costs. Litigation for the recovery of incurred cleanup costs was resolved through mediation and entry of the Consent Decree.

· 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 the GEPD. Two interim corrective measures for substances in groundwater have been proposed by PCS Nitrogen Fertilizer and approved by the 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~~

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~~September ~~2016~~2017, the USEPA ~~proposed~~issued amendments to the Final Rule to address certain monitoring requirements raised in the company’s request for reconsideration. The company ~~submitted~~is ~~comments~~evaluating on the ~~proposal~~amendments, ~~and~~which ~~will~~do ~~wait~~not ~~for~~address ~~final~~the ~~USEPA~~mercury ~~action~~emission onlimits, ~~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~~

PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q 16

~~beginning~~government inannounced ~~2018~~a national plan to put a price of $10 per tonne on carbon emissions beginning in 2018 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~~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 similar 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 ~~June~~September 30, 2017 ~~were~~ were $~~276~~289 (2016 – $~~159~~221) and the ~~six~~nine months ended ~~June~~September 30, 2017 were $~~474~~763 (2016 – $~~338~~559). At ~~June~~September 30, 2017, $~~161~~150 (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 overwhelmingly 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 companies have since received unconditional regulatory clearance in Canada, Brazil and Russia and conditional approval from India requiring PotashCorp’s commitment to divest its minority shareholdings in Arab Potash Company (“APC”), ICL and Sociedad Quimica y Minera de Chile S.A. (“SQM”) within a period of 18 months from October 18, 2017. The regulatory review and approval process continues in the U.S. and China. Upon the closing of the Proposed Transaction, the new parent company will be named Nutrien Ltd. (“Nutrien”). The Proposed Transaction is currently anticipated to be completed by ~~late~~the inend of the ~~third~~fourth quarter of 2017 and is subject to customary closing conditions, including remaining regulatory approvals.

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

17 PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q

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 ~~August~~October 231, 2017. The Board of Directors (Board) carries out its ~~responsibility~~ 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~~ 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~~through the ~~second~~third quarter of 2017.

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PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q 18

PENDING MERGER OF EQUALS WITH AGRIUM INC.

During the third quarter of 2016, PotashCorp entered into an ~~arrangement~~Arrangement ~~agreement~~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~~During the ~~closing of the Proposed Transaction, which, subject to customary closing conditions, including receipt of remaining regulatory approvals, is currently anticipated to occur late in the~~ third quarter of 2017, the ~~company~~Canadian ~~and~~Competition ~~Agrium~~Bureau ~~will~~approved ~~become~~the ~~indirect, wholly owned subsidiaries of a new parent company to be called Nutrien Ltd.~~Proposed ~~(Nutrien)~~Transaction. ~~PotashCorp~~In ~~shareholders~~October ~~will own approximately 52 percent of Nutrien~~2017, ~~and~~a ~~Agrium~~conditional ~~shareholders~~approval ~~will~~was ~~own~~obtained ~~approximately~~from ~~48 percent.~~India ~~During~~requiring the ~~fourth quarter of 2016, shareholders of both~~ companies’ ~~overwhelmingly~~commitment ~~approved~~to ~~the Proposed~~divest ~~Transaction~~three ~~and the Ontario Superior Court~~ of ~~Justice~~PotashCorp’s ~~issued~~minority ~~a final order approving it~~shareholdings. From a regulatory standpoint, we continue to cooperate with the various enforcement agencies in their reviews. We have received unconditional regulatory clearances in Canada, Brazil and Russia, and a conditional approval from India. We continue to work on obtaining approval from China, ~~India, Canada~~ and the US.

The creation of Nutrien Ltd. (Nutrien) pursuant to the Proposed Transaction is designed to: 1) bring together world-class ~~nutrient~~ 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~~Note 13 of the financial statements in this Form 10-Q, 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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19 PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q

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

Risk	Risk Ranking	Associated Strategies 1	Risk	Risk Ranking	Associated Strategies 1
Extreme loss	B		~~Safety,~~International ~~health~~operations and ~~security~~non-operated investments	C
Offshore potash sales and distribution	B		~~Stakeholder~~Safety, ~~support~~health ~~for~~and ~~our business plans~~security	C
Competitive supply	B		~~Sustaining~~Stakeholder ~~growth~~support for our business plans	C
Global potash demand	B		~~Trinidad~~Sustaining ~~natural gas supply~~growth	C
Cyber security	C		~~Realization~~Trinidad ofnatural ~~asset~~gas ~~values~~supply	DC
Environment	C		Capital management	D
International operations and non-operated assets	C

Key risk with ranking that has changed since our 2016 AIR is as follows:

Risk

Ranking

Associated

Strategies¹

Developments

Realization of asset values

The overall risk ranking has increased from D to C. We expect to perform an assessment of certain aspects of our operations in the fourth quarter of 2017, the outcome of which could result in us not being able to recover all or a portion of our investment in certain assets.

¹ Brighter sections indicate the strategic priority (described on page 18 of this Form 10-Q) impacted by the risk. Faded sections mean the strategic priority is not significantly affected by the risk.

PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q 20

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 ~~June~~September 30, 2017
Portfolio & Return Optimization	Exceed total shareholder return (TSR) performance for our sector and the DAXglobal Agribusiness Index.	PotashCorp’s TSR was -89 percent in the first ~~six~~nine months of 2017 compared to our sector’s weighted average return based on market capitalization1 of -418 percent and the DAXglobal Agribusiness Index weighted average return (based on market capitalization) of 411 percent.
Operational Excellence	Achieve a 95 percent ammonia reliability rate for our nitrogen division.	Our ammonia reliability rate was 9394 percent for the first ~~six~~nine 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 ~~six~~nine 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 ~~six~~nine 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 ~~six~~nine months of 2017, total site recordable injury rate was 0.9085 and total lost-time injury rate was 0.0712.
Environmental Excellence	By 2018, reduce environmental incidents (releases, permit excursions and spills) by 40 percent from 2014 levels.	Annualized total environmental incidents were down 5867 percent through the first ~~six~~nine months of 2017 compared to 2014 annual levels. Compared to the first ~~six~~nine months of 2016, total reportable incidents were down 5865 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 ANNUAL EARNINGS GUIDANCE 1 AND FIRST ~~SIX~~NINE MONTHS 2017 RESULTS

	Revised Annual Company Guidance	First Six Months Actual Results
	Revised Annual Guidance 1	First Nine MonthsActual Results
Earnings per share	$ 0.4548 – $ 0.6554	$ 0.4248

1 Revised ~~effective April 27, 2017, and maintained~~ on ~~July 27~~October 26, 2017.

21 PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q

OVERVIEW OF ACTUAL RESULTS

	Three Months Ended June 30											Six Months Ended June 30
	Three Months Ended September 30											Nine Months Ended September 30
Dollars (millions), except per-share amounts	2017		2016			Change			% Change			2017		2016			Change			% Change
Sales	$	1,~~120~~234	$	1,~~053~~136		$	6798			69		$	23,~~232~~466	$	23,~~262~~398		$	~~(30~~68	)		(12	)
Gross margin		~~255~~230		~~243~~190			1240			521			~~523~~753		~~477~~667			4686			1013
Operating income		~~200~~135		~~199~~138			1(3	)		1(2	)		~~421~~556		~~358~~496			6360			1812
Net income		~~201~~53		~~121~~81			80(28	)		66(35	)		~~350~~403		~~196~~277			~~154~~126			7945
Net income per share – diluted		0.2406		0.1410			(0.1004	)		71(40	)		0.4248		0.2333			0.1915			8345
Other comprehensive income (loss)		6942		~~(184~~21	)		~~253~~21			~~n/m~~100			~~108~~150		(~~173~~152	)		~~281~~302			n/m

n/m = not meaningful

Earnings in the ~~second~~third quarter of 2017 were lower than the same period of 2016 due primarily to higher gross margin in potash being more than offset by lower gross margins in nitrogen and phosphate, higher income tax expense and other expenses (other income in 2016). Earnings in the first ~~half~~nine months of 2017 were higher than the same ~~periods~~period of 2016 due primarily to ~~higher~~ higher gross margin in potash and income tax ~~recoveries~~recovery in 2017, compared to income tax expenses in 2016, which more than ~~offsetting~~offset lower gross margins in nitrogen and phosphate and higher other expenses relating to the Proposed Transaction.

Global potash ~~markets~~prices ~~continued~~improved tofor ~~improve through~~ the ~~second~~fifth consecutive quarter as agronomic need and affordability ~~supported~~led ~~demand,~~to ~~especially~~strong ~~offshore,~~demand ~~and~~in ~~contributed~~all ~~to modestly~~major ~~higher prices~~markets. InShipments ~~North~~to ~~America,~~China aand India ~~good~~accelerated ~~spring~~following ~~application~~contract ~~season~~settlements ~~led~~early toin ~~healthy shipment levels – although below~~ the ~~particularly~~third ~~robust second~~ quarter ofwhile ~~2016~~deliveries –to ~~and~~Latin ~~reduced~~America ~~inventory~~continued ~~throughout~~at ~~the~~a ~~supply~~record ~~chain~~pace. ~~Offshore~~In ~~imports to~~North ~~the~~America, USdealers ~~reached~~worked ~~record~~to ~~levels~~position ~~through~~product ~~the~~in ~~first~~anticipation ~~half,~~of ~~resulting~~a instrong ~~lower~~fall ~~domestic~~application ~~producer~~season, leading ~~sales~~to ~~volumes~~elevated shipment levels.

In nitrogen, ~~the~~tighter ~~startup of new global capacity had a negative impact on~~ market fundamentals ~~during~~late in the quarter. ~~Notwithstanding~~supported ~~strong~~a ~~consumption~~recovery in ~~most~~prices ~~key~~from ~~regions,~~multi-year ~~new~~lows. ~~supply~~This ~~outpaced~~was ~~growth~~most evident in ~~demand~~urea ~~and pressured prices. As this supply transition unfolded~~markets, USwhere ~~urea~~seasonally ~~prices~~strong ~~fell~~demand ~~to multi-year lows while ammonia~~ and ~~UAN~~lower ~~were~~Chinese ~~pushed~~exports led to ~~their~~higher ~~lowest~~ prices. ofAmmonia ~~the~~and ~~year.~~UAN

~~Despite~~ prices ~~strong~~also ~~demand in Latin America~~strengthened, ~~global~~but ~~phosphate~~remained ~~markets~~volatile ~~remained~~and ~~subdued~~well inbelow ~~the~~2016’s ~~second~~third quarter levels, ~~largely~~as ~~due~~new ~~to increased~~expansions ~~supply~~began ~~and lower shipments~~ to ~~India.~~ramp ~~In this environment~~up, ~~prices for~~ most ~~phosphate~~notably ~~fertilizer products declined slightly. While prices for feed and industrial products were modestly higher than~~ in the ~~first quarter, they remained well below prior-year levels, due primarily to increased supply from offshore producers~~US.

~~Other~~Phosphate ~~comprehensive~~fertilizer ~~income~~markets ~~for~~witnessed ~~the~~moderate ~~second~~appreciation ~~quarter~~during ~~and~~the ~~first~~quarter, ~~half~~supported ofby ~~2017~~stronger ~~was primarily~~engagement ~~the~~from ~~result~~India ofand anweather-related ~~increase~~supply inoutages that offset the ~~fair~~impact ~~value~~ of ~~our~~competition ~~investment~~from inincreased ~~Israel~~Chinese ~~Chemicals Ltd~~exports. ~~(ICL)~~While ~~more~~prices ~~than~~for ~~offsetting~~industrial aproducts ~~decrease~~were inrelatively ~~the~~flat ~~fair~~during ~~value of Sinofert Holdings Limited (Sinofert). Other comprehensive loss for~~ the ~~second~~ quarter, ~~and first~~feed ~~half~~prices ofremained ~~2016~~under ~~was~~pressure ~~primarily~~due ~~impacted~~to ~~by decreases in~~ the ~~fair~~impact ~~value~~ of ~~our~~increased ~~investments~~supply ~~in ICL and Sinofert and a net actuarial loss resulting~~ from aoffshore ~~remeasurement~~producers, ofkeeping them ~~our~~well ~~defined~~below ~~benefit~~prior-year ~~plans~~levels.

~~PotashCorp~~Other comprehensive income for the third quarter of 2017 ~~Second~~was ~~Quarter~~primarily ~~Quarterly~~the ~~Report~~result onof ~~Form~~an ~~10-Q~~increase 22in the fair value of our investment in Sinofert Holdings Limited (Sinofert) more than offsetting a decrease in the fair value of our investment in Israel Chemicals Ltd. (ICL). Other comprehensive income for the first nine months of 2017 was primarily the result of increases in the fair values of our investments in ICL and Sinofert. Other comprehensive income for the third quarter of 2016 was primarily the result of increases in the fair value of our investments in ICL and Sinofert. Other comprehensive loss for the first nine months of 2016 was primarily impacted by a net actuarial loss resulting from a remeasurement of our defined benefit plans and decreases in the fair value of our investments in ICL and Sinofert.



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

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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23 PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q

POTASH PERFORMANCE

FINANCIAL PERFORMANCE

	Three Months Ended June 30
	Three Months Ended September 30
	Dollars (millions)									Tonnes (thousands)							Average per Tonne 1
	2017			2016			% Change			2017		2016		% Change			2017			2016			% Change
Manufactured product
Net sales
North America	$	~~135~~220		$	~~167~~158			~~(19~~39	)		~~651~~1,123		~~850~~1,019		~~(23~~10	)	$	~~208~~195		$	~~196~~155			626
Offshore		~~276~~290			~~160~~221			7331			1,~~709~~727		1,~~272~~511		3414		$	~~161~~168		$	~~125~~146			2915
		411			327			26			2,360		2,122		11		$	174		$	154			13
		510			379			35			2,850		2,530		13		$	179		$	150			19
Cost of goods sold		(~~193~~252	)		(~~192~~269	)		1(6	)								$	(8289	)	$	(91106	)		(1016	)
Gross margin		~~218~~258			~~135~~110			61135									$	9290		$	6344			46105
Other miscellaneous and purchased product gross margin 2		(54	)		(124	)		~~(58~~–	)
Gross Margin	$	~~213~~254		$	~~123~~106			73140									$	9089		$	5842			55112

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

2 Comprised of net sales $NIL ~~million~~ (2016 – $21 million) less cost of goods sold $54 million (2016 – $145 million).

	Six Months Ended June 30
	Nine Months Ended September 30
	Dollars (millions)									Tonnes (thousands)							Average per Tonne 1
	2017			2016			% Change			2017		2016		% Change			2017			2016			% Change
Manufactured product
Net sales
North America	$	~~298~~518		$	~~305~~463			(212	)		12,~~510~~633		12,~~628~~647		(71	)	$	~~198~~197		$	~~187~~175			613
Offshore		~~474~~764			~~340~~561			3936			34,~~029~~756		23,~~277~~788		3326		$	~~156~~161		$	~~149~~148			59
		772			645			20			4,539		3,905		16		$	170		$	165			3
		1,282			1,024			25			7,389		6,435		15		$	173		$	159			9
Cost of goods sold		(~~389~~641	)		(~~421~~690	)		(87	)								$	(8687	)	$	(~~108~~107	)		(2019	)
Gross margin		~~383~~641			~~224~~334			7192									$	8486		$	5752			4765
Other miscellaneous and purchased product gross margin 2		(1014	)		(1317	)		(2318	)
Gross Margin	$	~~373~~627		$	~~211~~317			7798									$	8285		$	5449			5273

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

2 Comprised of net sales $4 million (2016 – $67 million) less cost of goods sold $1418 million (2016 – $1924 million).

PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q 24

Potash gross margin variance was attributable to:

	Three Months Ended June 30 2017 vs. 2016											Six Months Ended June 30 2017 vs. 2016
	Three Months Ended September 30 2017 vs. 2016											Nine Months Ended September 30 2017 vs. 2016
				Change in Prices/Costs											Change in Prices/Costs
Dollars (millions)	Change inSales Volumes			Net Sales			Cost ofGoods Sold		Total			Change ininSales ~~Sales~~ Volumes			Net Sales			Cost ofofGoods ~~Goods~~ Sold		Total
Manufactured product
North America	$	~~(22~~8	)	$	542		$	1226	$	(576	)	$	(91	)	$	1557		$	5480	$	60136
Offshore		199			6038			925		8872			5160			2260			2651		99171
Change in market mix		11(3	)		~~(14~~3	)		3–		–			107			(1411	)		4		–
Total manufactured product	$	814		$	5183		$	2451	$	83148		$	5266		$	23106		$	84135	$	~~159~~307
Other miscellaneous and purchased product										7–											3
Total									$	90148										$	~~162~~310

Sales to major offshore markets by Canpotex¹ were as follows:

	Three Months Ended June 30							Six Months Ended June 30
	Three Months Ended September 30							Nine Months Ended September 30
	Percentage of Sales Volumes							Percentage of Sales Volumes
	2017		2016		% Change			2017		2016		% Change
Other Asian markets 2		4026		3732		8(19	)		3834		4238		(1011	)
Latin America		4030		4735		(1514	)		3332		3937		(1514	)
India		10		–		n/m			11		2		450
China		23		11		109			15		10		50
China		3		7		(57	)		10		8		25
India		14		19		(26	)		12		9		33
Other markets		7		93		~~(22~~133	)		87		96		~~(11~~17	)
		100		100					100		100

¹	Canpotex Limited (Canpotex).

²	All Asian markets except China and India.

~~n/m~~25 =PotashCorp ~~not~~2017 ~~meaningful~~Third Quarter Quarterly Report on Form 10-Q

25The ~~PotashCorp~~most ~~2017~~significant ~~Second~~contributors ~~Quarter~~to ~~Quarterly~~the ~~Report~~change in total gross margin were as follows (direction of arrows refers to impact on ~~Form~~gross ~~10-Q~~margin while ● symbol is neutral):

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

Sales Volumes

Net Sales Prices

Cost of Goods Sold

Quarter over Quarter

LOGO

Record sales volumes were driven by an anticipated strong fall application season in North America and strong offshore shipments were led by increased demand in all key markets.

LOGO

Our average realized price increased as prices in all markets continued to strengthen due to strong demand.

LOGO

Costs were lower in 2017 due to improvements in our portfolio optimization effort, including a greater share of production coming from our lower-cost mines, particularly Rocanville.

Costs were also lower in 2017 due to annual maintenance at Allan being completed in the second quarter of 2017 compared to the third quarter in 2016 and due to a shorter shutdown at Rocanville than in 2016.

Year over Year

LOGO

●

Offshore volumes were higher as strong affordability and agronomic need supported stronger demand in all key markets.

North American volumes were flat as demand remained strong similar to 2016.

LOGO

Prices were higher due to strong demand supporting a continued recovery in most global markets.

Offshore prices were also higher due to 2016 results reflecting the impact of our share of Canpotex’s project exit costs following its decision not to proceed with development of an export terminal in Prince Rupert, British Columbia.

LOGO

Costs were lower in 2017 due to improvements in our portfolio optimization effort, including a greater share of production coming from our lower-cost mines, particularly Rocanville.

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 less positive than North America as a relatively higher percentage of products sold was produced at higher-cost mines.

LOGO

Sales Volumes

Net Sales Prices

Cost of Goods Sold

Quarter over Quarter

North American volumes were lower than the historically strong second quarter of 2016.

Our average realized price reflected a continued recovery in global spot prices.

Costs were lower in 2017 due to our portfolio optimization, including a greater share of production from our lower-cost mines, particularly Rocanville.

Offshore shipments increased, led by strong demand in Brazil.

Offshore prices were also higher due to the impact of our share of Canpotex’s project exit costs following its decision not to proceed with development of an export terminal in Prince Rupert, British Columbia impacting the second quarter of 2016.

Offshore cost of goods sold variance was less positive than North America as a relatively higher percentage of products sold was produced at higher-cost mines.

Year over Year

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

Prices were higher mainly due to a continued recovery in most global spot markets.

Costs were lower in 2017 due to our portfolio optimization, including a greater share of production from our lower-cost mines, particularly Rocanville.

North American volumes were slightly lower despite strong demand compared to the historically strong second quarter of 2016.

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



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

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

NON-FINANCIAL PERFORMANCE

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

QUARTER OVER QUARTER

LOGO

Production increased as a ~~response~~result toof stronger demand, ~~and due to~~ the completion of the Rocanville expansion and ramp up., and an increase in our Canpotex sales entitlement.

The 14eight recordable injuries in 2017, compared to ~~nine~~13 in 2016, resulted in a ~~higher~~lower total recordable injury rate.

There were two lost-time injuries in 2017, compared to none in 2016.

~~The~~There ~~annualized~~were ~~employee~~no ~~turnover~~significant ~~rate~~changes ~~increased~~between as2016 aand ~~result of 27 departures in~~ 2017 ~~compared to 25 departures in 2016~~.

In 2017, we experienced ~~two~~no environmental incidents,. ~~consisting~~In of2016, ~~two~~we ~~potash~~experienced ~~spills.~~one Inrelease ~~2016,~~of ~~the~~oil/grease ~~only~~into ~~environmental~~a containment ~~incident~~pond ~~was~~and aone ~~potash~~wetland ~~spill~~permit exceedance for topsoil.

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

27 PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q

YEAR OVER YEAR

LOGO

Production increased as a ~~response~~result toof stronger demand, ~~and due to~~ the completion of the Rocanville expansion and ramp up., and an increase in our Canpotex sales entitlement.

~~Combined~~There ~~with~~were ~~lower~~no ~~hours~~significant ~~worked~~changes into ~~2017,~~ the 27total recordable ~~injuries~~injury inrate ~~2017,~~between ~~compared to 25 in~~ 2016, ~~resulted~~and ~~in a higher total recordable injury rate~~2017.

There were nofour ~~significant~~lost-time ~~changes~~injuries in ~~the~~2017, ~~total~~compared ~~lost-time~~to ~~injury~~two ~~rate~~in ~~between~~ 2016 ~~and 2017~~.

There were no significant changes between 2016 and 2017.

In 2017, we experienced two environmental incidents, consisting of two potash spills. In 2016, we experienced ~~four~~six environmental incidents: two potash spills, one brine spill, ~~and~~ one water release with high suspended solids, one oil/grease spill and one wetland permit exceedance for topsoil.

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

PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q 28

NITROGEN PERFORMANCE

FINANCIAL PERFORMANCE

	Three Months Ended June 30
	Three Months Ended September 30
	Dollars (millions)									Tonnes (thousands)							Average per Tonne 1
	2017			2016			% Change			2017		2016		% Change			2017			2016			% Change
Manufactured product 2
Net sales
Ammonia	$	~~181~~108		$	~~177~~145			2(26	)		~~602~~552		~~543~~576		11(4	)	$	~~302~~195		$	~~325~~252			(723	)
Urea		6962			7166			(36	)		~~293~~270		~~261~~290		12(7	)	$	~~236~~230		$	~~274~~226			~~(14~~2	)
Solutions, nitric acid, ammonium nitrate		~~105~~95			~~119~~103			(128	)		~~699~~751		~~703~~700		(17	)	$	~~150~~127		$	~~169~~148			(1114	)
		355			367			(3	)		1,594		1,507		6		$	223		$	244			(9	)
		265			314			(16	)		1,573		1,566		–		$	168		$	200			(16	)
Cost of goods sold		(~~290~~247	)		(~~242~~248	)		20–									$	(~~182~~157	)	$	(~~160~~158	)		14(1	)
Gross margin		6518			~~125~~66			(4873	)								$	4111		$	8442			(5174	)
Other miscellaneous and purchased product gross margin 3		3			53			~~(40~~–	)
Gross Margin	$	6821		$	~~130~~69			(4870	)								$	4313		$	8644			(5070	)

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 $1715 million, cost of goods sold $9 million and 4046,000 sales tonnes (2016 – net sales $1713 million, cost of goods sold $7 million and 3937,000 sales tonnes). Inter-segment profits are eliminated on consolidation.

3 ~~Including~~Comprised of third-party and inter-segment sales, including: third-party net sales $145 million and cost of goods sold $112 million (2016 – net sales $64 million and cost of goods sold $2 million) and inter-segment sales $NIL and cost of goods sold $NIL (2016 – net sales $1 million and cost of goods sold $NIL). Inter-segment sales are eliminated on consolidation.

	Six Months Ended June 30
	Nine Months Ended September 30
	Dollars (millions)									Tonnes (thousands)							Average per Tonne 1
	2017			2016			% Change			2017		2016		% Change			2017			2016			% Change
Manufactured product 2
Net sales
Ammonia	$	~~340~~448		$	~~365~~510			(712	)		1,~~148~~700		1,~~144~~720		–(1	)	$	~~297~~264		$	~~318~~296			(711	)
Urea		~~158~~220			~~157~~223			(1	)		~~613~~883		~~567~~857		83		$	~~258~~250		$	~~278~~260			(74	)
Solutions, nitric acid, ammonium nitrate		~~216~~311			~~252~~355			(1412	)		12,~~400~~151		12,~~460~~160		(4–	)	$	~~154~~144		$	~~173~~165			(1113	)
		714			774			(8	)		3,161		3,171		–		$	226		$	244			(7	)
		979			1,088			(10	)		4,734		4,737		–		$	207		$	230			(10	)
Cost of goods sold		(~~556~~803	)		(~~546~~794	)		21									$	(~~176~~170	)	$	(~~172~~168	)		21
Gross margin		~~158~~176			~~228~~294			(3140	)								$	5037		$	7262			(3140	)
Other miscellaneous and purchased product gross margin 3		710			912			(2217	)
Gross Margin	$	~~165~~186		$	~~237~~306			(3039	)								$	5239		$	7565			(3140	)

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 $3954 million, cost of goods sold $2029 million and 95141,000 sales tonnes (2016 – net sales $3447 million, cost of goods sold $1421 million and 79116,000 sales tonnes). Inter-segment profits are eliminated on consolidation.

3 ~~Including~~Comprised of third-party and inter-segment sales, including: third-party net sales of $2025 million and cost of goods sold $1315 million (2016 – net sales $1115 million and cost of goods sold $24 million) and inter-segment net sales of $NIL and cost of goods sold $NIL (2016 – net sales $1 million and cost of goods sold $NIL). Inter-segment sales are eliminated on consolidation.

29 PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q

Nitrogen gross margin variance was attributable to:

	Three Months Ended June 302017 vs. 2016												Six Months Ended June 302017 vs. 2016
	Three Months Ended September 30 2017 vs. 2016												Nine Months Ended September 30 2017 vs. 2016
				Change inPrices/Costs												Change inPrices/Costs
				Change in Prices/Costs												Change in Prices/Costs
Dollars (millions)	Change inSales Volumes			Net Sales			Cost ofGoods Sold			Total			Change inSales Volumes			Net Sales			Cost ofGoods Sold			Total
Manufactured product
Ammonia	$	5(2	)	$	(1330	)	$	(37	)	$	(1125	)	$	–(2	)	$	(2555	)	$	1219		$	(1338	)
Urea		(2	)		~~(12~~3	)		(53	)		(152	)		31			(129	)		(25	)		(1113	)
Solutions, nitric acid, ammonium nitrate		(15	)		(1320	)		(2210	)		(3625	)		(41	)		(2343	)		(3141	)		(5883	)
Hedge		–			–			24			24			–			–			1216			1216
Change in product mix		–(1	)		5(3	)		(54	)		–			–(1	)		3–			(31	)		–
Total manufactured product	$	6–		$	(3350	)	$	~~(33~~2	)	$	(6048	)	$	(1	)	$	(57107	)	$	(1210	)	$	(70118	)
Other miscellaneous and purchased product											(2–	)											(2	)
Total										$	(6248	)										$	(72120	)

	Three Months Ended June 30								Six Months Ended June 30
	Three Months Ended September 30								Nine Months Ended September 30
	Sales Tonnes(thousands)				Average Net Sales Priceper Tonne				Sales Tonnes(thousands)				Average Net Sales Priceper Tonne
	Sales Tonnes (thousands)				Average Net Sales Price per Tonne				Sales Tonnes (thousands)				Average Net Sales Price per Tonne
	2017		2016		2017		2016		2017		2016		2017		2016
Fertilizer		~~672~~605		~~547~~542	$	~~236~~176	$	~~267~~187		1,~~292~~897		1,~~213~~755	$	~~233~~215	$	~~248~~229
Industrial and Feed		~~922~~968		~~960~~1,024	$	~~214~~164	$	~~230~~208		12,~~869~~837		12,~~958~~982	$	~~221~~202	$	~~242~~230
		1,594		1,507	$	223	$	244		3,161		3,171	$	226	$	244
		1,573		1,566	$	168	$	200		4,734		4,737	$	207	$	230

The most significant contributors to the change in total gross margin were as follows (direction of arrows refers to impact on gross margin while ● symbol is neutral):

Sales Volumes

Net Sales Prices

Cost of Goods Sold

Quarter over Quarter

●

~~Volumes~~There were ~~higher,~~no ~~largely~~significant ~~due to stronger fertilizer demand~~changes.

Our average realized price declined asdue ~~increased~~to ~~global~~lower ~~supply weighed on benchmark pricing, pulling down~~ realizations for ~~nearly~~ammonia ~~all~~and ~~our~~nitrogen ~~products~~solutions.

Average costs, including our hedge position, for natural gas used as feedstock in production ~~increased~~decreased 10 percent. Costs for natural gas used as feedstock in Trinidad production fell ~~four~~20 percent (contract price indexed, in part, to Tampa ammonia prices) while our US spot costs for natural gas increased 565 percent. Including losses on our hedge position, our US gas prices ~~increased~~were ~~28 percent~~flat.

Prices for urea were up due to seasonally strong demand and lower Chinese exports.

PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q 30

Sales Volumes

Net Sales Prices

Cost of Goods Sold

Year over Year

●

There were no significant changes.

~~Weaker~~Our average realized price was impacted by lower benchmark pricing ~~lowered~~as ~~our~~a ~~average~~result ~~realized~~of ~~price~~increased ~~during~~global ~~the~~supply. ~~first~~Pricing ~~half~~for ofurea ~~2017~~did not fall as much as with other products mainly due to tighter supply and demand fundamentals relative to the other products.

Average costs, including our hedge position, for natural gas used as feedstock in production increased ~~eight~~2 percent. Costs for natural gas used as feedstock in Trinidad production fell ~~six~~10 percent (contract price indexed, in part, to Tampa ammonia prices) while our US spot costs for natural gas increased 5334 percent. Including losses on our hedge position, our US gas prices increased 2414 percent.

Ammonia cost of goods sold variance was positive due to lower natural gas costs in Trinidad more than offsetting higher natural gas costs in the US.

LOGO

31 PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q

NON-FINANCIAL PERFORMANCE

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

QUARTER OVER QUARTER

LOGO

~~Production~~There ~~and~~were ~~the~~no ~~ammonia~~significant ~~operating~~changes ~~rate decreased~~ between 2016 and 2017 ~~due to unplanned downtime for repairs at our Geismar and Lima facilities~~.

InThere ~~2017,~~were ~~there was one recordable injury and~~ no ~~lost-time~~significant ~~injuries~~changes ~~compared~~ to nothe total recordable ~~injuries~~injury ~~and~~rate nobetween ~~lost-time injuries~~2016 inand ~~2016~~2017.

~~The~~There ~~annualized~~was ~~employee~~one ~~turnover~~lost-time ~~rate~~injury ~~increased as a result of seven departures~~ in 2017, compared to ~~four~~none ~~departures~~ in 2016.

InThe ~~both~~annualized ~~2016~~employee ~~and~~turnover ~~2017,~~rate weincreased ~~had~~as ~~one~~a ~~environmental~~result ~~incident,~~of ~~consisting~~10 ofdepartures anin ~~ammonia~~2017 ~~release.~~compared to seven departures in 2016.

~~Greenhouse~~In ~~gas~~2017, ~~emissions~~we ~~were~~had ~~higher~~one inenvironmental ~~2017~~incident, ~~due~~consisting toof ~~higher~~one ~~emissions~~ammonia atrelease. ~~our~~In 2016, we had two environmental incidents, consisting of one ammonia release and one NOx/nitric acid ~~plants~~release event.

PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q 32

YEAR OVER YEAR

LOGO

There were no significant changes between 2016 and 2017.

InThere ~~2017, there~~ were ~~five recordable injuries with~~ no ~~lost-time~~significant ~~injuries~~changes ~~compared~~between to2016 ~~six~~and ~~recordable injuries including two lost-time injuries in 2016~~2017.

The annualized employee turnover rate increased as a result of 1424 departures in 2017 compared to ~~seven~~14 departures in 2016.

In 2017, we had ~~three~~four environmental incidents, consisting of ~~two~~three ammonia releases and one organic nitrogen permit exceedance. In 2016, we had ~~four~~six environmental incidents, consisting of ~~two~~three ammonia gas releases, one fluoride air permit exceedance, ~~and~~ one urea solution spill and one NOx/nitric acid release event.

33 PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q

PHOSPHATE PERFORMANCE

FINANCIAL PERFORMANCE

	Three Months Ended June 30
	Three Months Ended September 30
	Dollars (millions)									Tonnes (thousands)						Average per Tonne 1
	2017			2016			% Change			2017		2016		% Change		2017			2016			% Change
Manufactured product
Net sales
Fertilizer	$	~~117~~174		$	~~108~~168			84			~~348~~559		~~274~~537		274	$	~~337~~311		$	~~397~~313			(151	)
Feed and Industrial		~~123~~121			~~140~~128			(125	)		~~242~~250		~~238~~232		28	$	~~507~~486		$	~~587~~554			(1412	)
		240			248			(3	)		590		512		15	$	407		$	485			(16	)
		295			296			–			809		769		5	$	365		$	385			(5	)
Cost of goods sold		(~~266~~340	)		(~~259~~281	)		321								$	(~~452~~420	)	$	(~~506~~366	)		~~(11~~15	)
Gross margin		(2645	)		~~(11~~15	)		~~136~~n/m								$	(4555	)	$	~~(21~~19	)		~~114~~n/m
Other miscellaneous and purchased product gross margin 2		–			1–			~~(100~~n/m	)
Gross Margin	$	(2645	)	$	~~(10~~15	)		~~160~~n/m								$	(4456	)	$	(20	)		~~120~~n/m

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

2 Comprised of net sales $12 million (2016 – $21 million) less cost of goods sold $12 million (2016 – $1 million).

	Six Months Ended June 30
	Dollars (millions)									Tonnes (thousands)							Average per Tonne 1
	2017			2016			% Change			2017		2016		% Change			2017			2016			% Change
Manufactured product
Net sales
Fertilizer	$	253		$	299			(15	)		716		711		1		$	354		$	421			(16	)
Feed and Industrial		257			307			(16	)		513		518		(1	)	$	501		$	592			(15	)
		510			606			(16	)		1,229		1,229		–		$	415		$	493			(16	)
Cost of goods sold		(526	)		(579	)		(9	)								$	(428	)	$	(471	)		(9	)
Gross margin		(16	)		27			n/m									$	(13	)	$	22			n/m
Other miscellaneous and purchased product gross margin 2		1			2			(50	)
Gross Margin	$	(15	)	$	29			n/m									$	(12	)	$	24			n/m

n/m = not meaningful


	Nine Months Ended September 30
	Dollars (millions)									Tonnes (thousands)						Average per Tonne ¹
	2017			2016			% Change			2017		2016		% Change		2017			2016			% Change
Manufactured product
Net sales
Fertilizer	$	427		$	467			(9	)		1,275		1,248		2	$	335		$	374			(10	)
Feed and Industrial		378			435			(13	)		763		750		2	$	496		$	580			(14	)
		805			902			(11	)		2,038		1,998		2	$	395		$	451			(12	)
Cost of goods sold		(866	)		(860	)		1								$	(425	)	$	(430	)		(1	)
Gross margin		(61	)		42			n/m								$	(30	)	$	21			n/m
Other miscellaneous and purchased product gross margin ²		1			2			(50	)
Gross Margin	$	(60	)	$	44			n/m								$	(29	)	$	22			n/m

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

2 Comprised of net sales $24 million (2016 – $34 million) less cost of goods sold $13 million (2016 – $12 million).

n/m = not meaningful

PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q 34

Phosphate gross margin variance was attributable to:

	Three Months Ended June 30 2017 vs. 2016												Six Months Ended June 30 2017 vs. 2016
	Three Months Ended September 302017 vs. 2016												Nine Months Ended September 302017 vs. 2016
				Change inPrices/Costs												Change ~~inPrices~~in Prices/Costs
Dollars (millions)	Change inSales Volumes			Net Sales			Cost ofGoods Sold			Total			Change inSales Volumes			Net Sales			Cost ofGoods Sold			Total
Manufactured product
Fertilizer	$	61		$	(232	)	$	5(18	)	$	(1219	)	$	–1		$	(4850	)	$	4(14	)	$	(4463	)
Feed and Industrial		–2			(1917	)		16(26	)		(341	)		(1	)		(4764	)		4923			1(40	)
Change in product mix		2(1	)		(51	)		3–			–			1–			(1–	)		–			–
Total manufactured product	$	82		$	(4718	)	$	24(44	)	$	(1560	)	$	–2		$	(96114	)	$	539		$	(43103	)
Other miscellaneous and purchased product											(1–	)											(1	)
Total										$	(1660	)										$	(44104	)

The most significant contributors to the change in total gross margin were as follows (direction of arrows refers to impact on gross margin while ● symbol is neutral):

Sales Volumes

Net Sales Prices

Cost of Goods Sold

Quarter over Quarter

~~Sales~~Higher volumes ~~were~~of ~~higher~~solid ~~mainly~~phosphate ~~due~~fertilizer tofrom ~~stronger~~increased ~~agriculture~~availability, ~~demand~~more inthan ~~North~~offset ~~America~~lower volumes of liquid fertilizer.

Our average realized price was down, asprimarily due to lower prices for ~~nearly~~feed ~~all~~and industrial products ~~decreased,~~which ~~most~~were ~~notably~~impacted ~~liquid~~by ~~fertilizers~~increased supply from offshore producers.

Feed and industrial ~~was~~cost ~~positive~~of asgoods ~~the~~sold ~~increase~~variance inwas ~~asset~~negative ~~retirement~~due ~~obligations~~to an impairment of property, ~~primarily~~plant ~~due~~and equipment related to ~~discount~~a ~~rate~~feed ~~reductions,~~product ~~was~~that ~~lower~~we ~~than~~will inno ~~2016~~longer produce.

Sulfur costs were down eight percent, decreasing our cost of goods sold.

Fertilizer cost of goods sold variance was negative mainly due to increased rock costs.

Favorable adjustments to our asset retirement obligations in 2016, primarily due to an increase in the relevant discount rates, did not recur in 2017.

35 PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q

Sales Volumes

Net Sales Prices

Cost of Goods Sold

Year over Year

●

There were no significant changes.

Our average realized price was down, ~~reflecting~~due ~~lower~~to ~~benchmark~~increased ~~pricing~~competitive ~~for~~supply ~~all~~and oflower ~~our~~input ~~products~~costs.

InSulfur ~~2016,~~costs ~~there~~were ~~was~~down an9 ~~impairment of property~~percent, ~~plant~~decreasing ~~and~~our ~~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~~.

Feed and industrial was positive as the increase in asset retirement obligations due to discount rate adjustments was lower than in 2016.

Sulfur costs were down 14 percent, decreasing our cost of goods sold.

Fertilizer cost of goods sold variance was negative mainly due to increased rock costs.

Impairment of property, plant and equipment in 2017 (discussed on prior page) was slightly higher than the 2016 impairment of property, plant and equipment related to an industrial product we no longer produce.

LOGO

PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q 36

NON-FINANCIAL PERFORMANCE

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

QUARTER OVER QUARTER

LOGO

There were no significant changes between 2016 and 2017.

InThere ~~2017, there~~ were ~~five recordable injuries, and~~ no ~~lost-time~~significant ~~injuries,~~changes ~~compared~~in tothe ~~eight~~total recordable ~~injuries~~injury ~~including one~~rate ~~lost-time~~between ~~injury~~2016 inand ~~2016~~2017.

~~There~~In 2017, there were notwo ~~significant~~lost-time ~~changes~~injuries, ~~between~~compared ~~2016~~to ~~and~~no ~~2017~~lost-time injuries in 2016.

InThe ~~2017,~~annualized weemployee ~~experienced~~turnover norate ~~environmental~~increased ~~incidents.~~due Into ~~2016~~13 ~~there~~departures ~~was~~in ~~one~~2017 ~~ammonia-~~compared to~~-air~~ ~~release.~~11 departures in 2016.

In 2017, ~~metered~~we ~~water~~experienced ~~consumption~~no ~~decreased~~environmental ~~due to increased rainfall at our White Springs facility compared to 2016 and a new water recycling project~~incidents. ~~Metered~~In ~~water consumption in~~ 2016 there was ~~also~~one ~~higher~~incident asinvolving ~~certain~~a ~~processes~~slightly atlow-pH ~~our White Springs facility continued to need~~ water ~~even when product was not being manufactured~~release.

37In ~~PotashCorp~~ 2017 ~~Second~~water ~~Quarter~~consumption ~~Quarterly~~decreased ~~Report~~due onto ~~Form~~increased ~~10-Q~~rainfall at our White Springs facility compared to 2016 and a new water recycling project. Water consumption in 2016 was also higher as certain processes at our White Springs facility continued to need water even when product was not being manufactured.



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

YEAR OVER YEAR

LOGO

There were no significant changes between 2016 and 2017.

In 2017, there were ~~eight~~15 recordable injuries, including ~~one~~three lost-time ~~injury~~injuries, compared to 14 21 recordable injuries and ~~two~~ two lost-time injuries in 2016.

The annualized employee turnover rate ~~rose~~increased due to 2639 departures in 2017 compared to 20 30 departures in 2016.

In 2017, we experienced no environmental incidents. In 2016, weincidents ~~had~~were ~~three~~related ~~environmental~~to ~~incidents,~~a ~~consisting~~release of ahigher ~~total~~ suspended solids in ~~permit~~waste ~~exceedance~~water, a release of ammonia to air, ~~and~~one apermit exceedance for mercury ~~permit~~and ~~exceedance~~one slightly low-pH water release.

There were no significant changes in water consumption between 2016 and 2017.

OTHER EXPENSES AND INCOME

	Three Months Ended June 30												Six Months Ended June 30
	Three Months Ended September 30												Nine Months Ended September 30
Dollars (millions), except percentage amounts	2017			2016			Change			% Change			2017			2016			Change			% Change
Selling and administrative expenses	$	(4856	)	$	(5559	)	$	73			(135	)	$	(98154	)	$	(~~108~~167	)	$	1013			(98	)
Provincial mining and other taxes		(4447	)		(2631	)		(1816	)		6952			(78125	)		(5788	)		(2137	)		3742
Share of earnings of equity-accounted investees		4933			3025			198			6332			88121			4974			3947			8064
Dividend income		45			168			(123	)		(7538	)		1217			1624			(47	)		(2529	)
Impairment of available-for-sale investment		–			~~(10~~–	)		10–			~~(100~~–	)		–			(10	)		10			(100	)
Other (expense) income		(16	)		1			(17	)		n/m			(26	)		(9	)		(17	)		189
Other (expenses) income		(30	)		5			(35	)		n/m			(56	)		(4	)		(52	)		n/m
Finance costs		(6160	)		(5455	)		(75	)		139			(~~120~~180	)		(~~106~~161	)		(1419	)		1312
Income taxes		62			(24	)		86			n/m			49			(56	)		105			n/m
Income tax (expense) recovery		(22	)		(2	)		(20	)		n/m			27			(58	)		85			n/m

n/m = not meaningful

PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q 38

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

	Quarter over Quarter	Year over Year
Provincial Mining and Other Taxes	Provincial mining and other taxes increased primarily due to stronger potash prices and a higher proportion of forecasted annual gross margin earned as compared to the same periods in 2016.
Share of Earnings of Equity-Accounted Investees	~~Share~~The higher share of earnings of equity-accounted investees pertains primarily to SQM and APC. ~~Higher earnings were mainly due to higher earnings at SQM.~~	Share of earnings of equity-accounted investees pertains primarily to SQM and APC. The increase was mainly due to higher earnings at SQM.
Finance Costs	There were no significant changes.
Other (Expenses) Income	Other expenses in 2017 were primarily due to a foreign exchange loss and costs related to the Proposed Transaction. Other income in 2016 related to a foreign exchange gain.	Other expenses increased primarily due to costs related to the Proposed Transaction.
Income Taxes	Income taxes decreased primarily due to a discrete $68 million deferred tax recovery recorded in the second quarter of 2017 as a result of a Saskatchewan income tax rate decrease. As well, significantly lower forecasted annual earnings in the United States contributed to the reduction. For the first six months of 2017, 163 percent of the effective tax rate on the current year’s ordinary earnings pertained to current income taxes (2016 – 89 percent) and (63) percent related to deferred income taxes (2016 – 11 percent). The decrease in the deferred portion is due to significantly lower forecasted annual earnings in the United States.
Finance Costs	Interest rates on short-term debt have increased over the comparative periods due to increases in benchmark interest rates.
	EFFECTIVE TAX RATES AND DISCRETE ITEMS
Income Tax (Expense) Recovery	Income tax expense increased from the same period in 2016 primarily due to the change in discrete tax adjustments.	The change in income tax was primarily due to a discrete $68 million deferred tax recovery recorded in the second quarter of 2017 as a result of a Saskatchewan income tax rate decrease. For the first nine months of 2017, 141 percent of the effective tax rate on the current year’s ordinary earnings pertained to current income taxes (2016 –89 percent) and (41) percent related to deferred income taxes (2016 – 11 percent). The decrease in the deferred portion is due to significantly lower forecasted annual earnings in the United States partially offset by higher earnings in Canada.
		Three Months Ended June 30						Six Months Ended June 30
	Dollars (millions), except percentage amounts	2017			2016			2017			2016
	Actual effective tax rate on ordinary earnings		7	%		17	%		9	%		21	%
	Actual effective tax rate including discrete items		(44	%)		16	%		(16	%)		22	%
	Discrete tax adjustments that impacted the tax rate	$	71		$	4		$	76		$	–


EFFECTIVE TAX RATES AND DISCRETE ITEMS
	Three Months Ended September 30				Nine Months Ended September 30
Dollars (millions), except percentage amounts	2017		2016		2017		2016
Actual effective tax rate on ordinary earnings		17%		16%		10%		20%
Actual effective tax rate including discrete items		29%		2%		(7%)		17%
Discrete tax adjustments that impacted the tax rate	$	(9)	$	11	$	67	$	11



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

OTHER NON-FINANCIAL INFORMATION

	Three Months Ended June 30										Six Months Ended June 30
	Three Months Ended September 30										Nine Months Ended September 30
Dollars (millions), except percentage amounts	2017		2016		Change			% Change			2017		2016		Change		% Change
Taxes and royalties 1	$	8092	$	8140	$	(152	)		(1130	)	$	~~174~~266	$	~~159~~199	$	1567		934

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.

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

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

Quarter over Quarter Year over Year Taxes and Royalties There were no significant changes. Taxes and royalties increased primarily due to higher provincial mining and other taxes as a result of stronger potash prices. This was partially offset by lower current income taxes as a result of significantly lower forecasted annual earnings in the United States.


	Quarter over Quarter	Year over Year
Taxes and Royalties	Taxes and royalties increased primarily due to higher current income tax expense caused by discrete current tax adjustments that resulted in an expense of $13 million in the third quarter of 2017 compared to a recovery of $15 million in the same period in 2016. In addition, provincial mining and other taxes increased as a result of stronger potash prices and a higher proportion of forecasted annual gross margin earned as compared to the same period in 2016.	Taxes and royalties increased primarily due to higher provincial mining and other taxes as a result of stronger potash prices and a higher proportion of forecasted annual gross margin earned as compared to the same period in 2016. In addition, current income tax expense increased as a result of discrete current tax adjustments that resulted in an expense of $17 million in the first nine months of 2017 compared to a recovery of $8 million in the same period in 2016.

FINANCIAL CONDITION REVIEW

STATEMENT OF FINANCIAL POSITION ANALYSIS

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PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q 40

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
	Inventory was higher mainly due to an increase in potash and phosphate finished goods inventory.		Payables and accrued charges were lower mainly due to lower trade payables.
	Receivables increased primarily due to higher trade accounts receivable.		Short-term debt decreased due to a decrease in our outstanding commercial paper.
	Property, plant and equipment decreased primarily as depreciation exceeded additions.		Deferred income tax liabilities have decreased primarily due to a discrete deferred tax recovery as a result of a Saskatchewan income tax rate decrease.
	Property, plant and equipment decreased as impairment charges related to phosphate assets and depreciation exceeded additions.		Deferred income tax liabilities have decreased primarily due to a discrete deferred tax recovery as a result of a Saskatchewan income tax rate decrease.
	Investments were impacted by higher fair value of our available-for-sale investment in ICL more than offsetting a decrease in the fair value of our available-for-sale investment in Sinofert and an increase in the value of our equity-accounted investment in SQM more than offsetting a decrease in the value of APC.
	Investments were impacted primarily by higher fair values of our available-for-sale investments in ICL and Sinofert.
Equity
	Retained earnings were higher as a result of net income (discussed in more detail on page 22) exceeding dividends declared.
	Accumulated other comprehensive loss changed to accumulated other comprehensive income, primarily as a result of the net change in fair value of our available-for-sale investments noted above.
	Accumulated other comprehensive loss changed to accumulated other comprehensive income primarily as a result of the net change in fair value of our available-for-sale investments noted above.

As at ~~June~~September 30, 2017, $7367 million (December 31, 2016 – $21 million) of our cash and cash equivalents was held in ~~certain~~ certain foreign subsidiaries. There are no current plans to repatriate the funds at ~~June~~September 30, 2017 in a manner that would result in tax consequences.

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. There have been no significant changes to these contractual obligations and other commitments or to our planned capital expenditures during the first ~~six~~nine months of 2017.

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 June 30												Six Months Ended June 30
	Three Months Ended September 30												Nine Months Ended September 30
Dollars (millions), except percentage amounts	2017			2016			Change			% Change			2017			2016			Change			% Change
Cash provided by operating activities	$	~~328~~293		$	~~424~~295		$	(962	)		(231	)	$	~~551~~844		$	~~612~~907		$	(6163	)		(107	)
Cash used in investing activities		(~~130~~170	)		(~~220~~192	)		9022			(4111	)		(~~262~~432	)		(~~466~~658	)		~~204~~226			(4434	)
Cash used in financing activities		(~~163~~123	)		(~~135~~93	)		(2830	)		2132			(~~224~~347	)		(94187	)		(~~130~~160	)		~~138~~86
Increase in Cash and Cash Equivalents	$	35–		$	6910		$	(3410	)	$	(49100	)	$	65		$	5262		$	133		$	255

41 PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q

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PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q 42

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

	Quarter over Quarter	Year over Year
Cash Provided by Operating Activities	Cash provided by operating activities was impacted by: •~~Higher~~ Lower net income in 2017; •~~Lower~~ ~~cash~~Earnings ~~inflows~~ from ~~receivables~~equity-accounted investees in 2017 compared to a loss in 2016; •~~Higher~~ ~~recovery~~A ofnon-cash ~~deferred~~impairment ~~income~~charge ~~tax~~to property, plant and equipment; and •~~Lower~~ Higher cash outflows onfrom ~~payables~~receivables ~~and accrued charges~~ in 2017.	Cash provided by operating activities was impacted by: • Higher net income in 2017; •~~Lower~~ ~~cash~~A ~~inflows~~deferred ~~from~~income ~~receivables~~tax recovery in 2017 compared to a provision in 2016; •~~Higher~~ ~~recovery~~Cash ofoutflows ~~deferred~~from ~~income~~receivables ~~tax~~in 2017 compared to inflows in 2016; and • Lower cash outflows onfrom payables and accrued charges in 2017.
Cash Used in Investing Activities	Cash used in investing activities was primarily for additions to property, plant and equipment.
Cash Used in Financing Activities	Cash used in financing activities in 2017 was largely the result of repayment of commercial paper and dividends paid. Cash used in financing activities in 2016 was largely the result of dividends paid more than offsetting proceeds from the issuance of commercial paper.	Cash used in financing activities in 2017 was largely the result of repayment of commercial paper and dividends paid. Cash used in financing activities in 2016 was largely the result of dividends paid more than offsetting proceeds from the issuance of commercial paper.

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 and our working capital deficiency, 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 potential sources of liquidity.

LOGO

43 PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q

CAPITAL STRUCTURE AND MANAGEMENT

PRINCIPAL DEBT INSTRUMENTS

LOGO

The authorized aggregate amount under the company’s commercial paper programs in Canada and the US is $2,500 million. The amounts available under the commercial paper programs are limited to the availability of backup funds under the credit facility. Included in the amount outstanding and committed is $290 million of commercial paper.

²	Letters of credit committed. We also have an uncommitted $100 million letter of credit facility against which $43 million was issued at September 30, 2017.

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~~third ~~half~~quarter of 2017, ~~there~~we extended the maturity on our $75 million short-term line of credit to August 2018 (from August 2017). There were no other 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 ~~June~~September 30, 2017, interest rates on outstanding commercial paper ranged from 1.34 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 ~~June~~September 30, 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 June 30 Dollars (millions), except ratio amounts	Limit			2017
Debt covenants at September 30 Dollars (millions), except ratio amounts	Limit			2017
Debt-to-capital ratio 1	£	0.65			0.35
Debt of subsidiaries	< $	1,000		$	–
Net book value of disposed assets	< $	4,314	2	$	12

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
	June 302017	December 312016	June 302017	December 312016
	September 302017	December 312016	September 302017	December 312016
Moody’s	Baa1 (negative)	Baa1 (negative)	P-2	P-2
Standard & Poor’s	BBB+ (~~stable~~negative) 2	BBB+ (stable)	A-2 1	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.

2 Subsequent to June 30, 2017, S&P revised its outlook from stable to negative.

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.

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 senior 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 senior notes to be repurchased, plus accrued and unpaid interest.

For the first ~~six~~nine months of 2017, our weighted average cost of capital was 6.87 percent (2016 – 7.4 percent), of which 75 percent represented the cost of equity (2016 – 75 percent).

OUTSTANDING SHARE DATA

	June 302017		December 312016
	September 302017		December 312016
Common shares issued and outstanding		840,~~086~~163,~~574~~998		839,790,379
Options to purchase common shares outstanding		17,~~540~~266,~~468~~382		19,470,014
Share-settled performance share units		~~959~~935,~~700~~570		602,740
Number of share-settled compensation plans		9		10

PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q 44

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 41 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	~~June~~September 30,2017			~~March~~June 3130,2017			~~December~~March 31, ~~2016~~2017			~~September~~December 3031,2016		~~June~~September 30,2016			~~March~~June 3130,2016			~~December~~March 31,~~2015~~2016			~~September~~December 3031,2015
Financial Performance
Sales	$	1,~~120~~234		$	1,~~112~~120		$	1,~~058~~112		$	1,~~136~~058	$	1,~~053~~136		$	1,~~209~~053		$	1,~~354~~209		$	1,~~529~~354
Gross margin		~~255~~230			~~268~~255			~~163~~268			~~190~~163		~~243~~190			~~234~~243			~~386~~234			~~505~~386
Net income		~~201~~53			~~149~~201			46149			8146		~~121~~81			75121			~~201~~75			~~282~~201
Net income per share – basic 1		0.2406			0.1824			0.0518			0.1005		0.1410			0.0914			0.2409			0.3424
Net income per share – diluted 1		0.2406			0.1824			0.0518			0.1005		0.1410			0.0914			0.2409			0.3424
Non-Financial Performance
Total shareholder return percentage		(419	)		(54	)		12(5	)		212		(32	)		2(3	)		~~(15~~2	)		(3315	)
Employee turnover rate (annualized percentage)		4			4			34			3		43			34			3			43
Total recordable injury rate		0.8577			0.9585			0.7495			0.9274		0.6992			10.1569			01.9715			10.2997
Environmental incidents		31			23			12			51		35			93			89			68

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~~ first quarter of 2016, earnings were impacted by a $27 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 related 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. 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.

45 PotashCorp 2017 ~~Second~~Third 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 ~~six~~ nine 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. We expect to perform an assessment of certain aspects of our operations in the fourth quarter of 2017, the outcome of which could result in us not being able to recover all or a portion of our investment in certain assets disclosed in Notes 13 and 19 of our 2016 AIR. See page 35 of this Form 10-Q for a discussion of an impairment of specialized phosphate assets. Impairment sensitivities relating to cash-generating units in our phosphate segment are described 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 are described on page 89 of our 2016 AIR.

OUTLOOK

POTASH MARKET OUTLOOK

We ~~expect~~continue ~~strong~~to ~~potash~~see ~~demand~~strong tocustomer ~~continue~~engagement in ~~the~~all ~~second~~key ~~half~~potash ofmarkets ~~2017~~ and expect robust demand to continue into 2018. We have ~~increased~~maintained our anticipated global shipment range tofor 2017 at 62-65 million tonnes ~~for 2017~~and, ~~well~~with ~~above~~Canpotex now fully committed for the 60remainder ~~million~~of ~~tonnes~~the ~~shipped~~year, ~~last~~we expect this year’s demand to eclipse the previous record.

In North America, wedemand ~~had~~continues ato ~~very~~be ~~successful~~robust ~~summer~~as ~~fill~~growers ~~program~~address ~~and~~nutrient ~~are~~needs ~~now~~and ~~fully~~capitalize ~~committed~~on ~~through~~strong ~~the end of September~~affordability. We ~~believe~~expect ~~supportive~~total ~~crop~~shipments ~~prices~~to ~~and~~this ~~the~~market ~~need~~ to ~~replenish~~approach ~~soil nutrients will support consumption through~~ the ~~remainder~~upper ofend ~~the year and continue to anticipate total demand to this market~~ of our 9.3-9.8 million tonnes, ~~similar to 2016~~range.

InWith ~~Latin~~its ~~America,~~substantial ~~supportive~~agronomic ~~crop~~need and favorable crop economics, ~~are~~we ~~expected~~anticipate deliveries to ~~maintain~~Latin ~~a positive~~America ~~demand~~will ~~environment~~remain ~~for~~on ~~the~~pace ~~remainder~~to surpass those of ~~2017.~~2016, ~~Following~~with ~~robust~~our ~~first~~full-~~half~~year ~~deliveries,~~ shipment total unchanged at 12.0-12.5 million tonnes.

weIn ~~now~~China, we expect ~~record~~nutrient ~~full-year~~affordability ~~shipments~~will continue to drive strong consumption. We maintain our 2017 shipment estimate in the range of 1215.05-1216.5 million tonnes, a potential record for this market.

~~With~~We ~~recently~~continue ~~settled~~to ~~contracts~~see inan ~~China –~~improving ~~including~~demand ~~those~~environment ~~with~~in ~~Canpotex~~India, –supported weby ~~expect~~significant ~~strong~~agronomic ~~deliveries~~need, inhigher ~~the~~minimum ~~second~~support ~~half~~prices and ofa ~~2017~~favorable monsoon. We now ~~estimate~~expect ~~demand~~deliveries for 2017 near the ~~full~~upper ~~year~~end inof ~~the~~our guidance range of 154.50-164.5 million tonnes, ~~above~~an ~~2016~~increase ~~levels,~~from as2016 ~~nutrient affordability and a move to balanced fertility continue to drive robust consumption~~levels.

In ~~India~~Other Asian markets, we ~~anticipate~~expect ~~that~~supportive apalm ~~good~~oil ~~monsoon,~~prices ~~agronomic need~~ and ~~increased~~improved ~~acreage~~moisture conditions will ~~offset~~support demand for the ~~impact~~remainder of ~~lower~~ ~~subsidies.~~the ~~Following~~year ~~strong~~and ~~first-half~~are ~~shipments,~~maintaining weour estimated ~~now~~shipment ~~expect~~range ~~deliveries~~ of 49.0-49.5 million tonnes for the full year, above the 2016 ~~levels~~total.

In Other Asian markets, we expect healthy palm oil prices, improved moisture conditions and favorable economics for other key crops to support demand for the remainder of 2017. We maintain our estimated shipment range of 9.0-9.5 million tonnes for the full year, higher than last year’s total.

FINANCIAL OUTLOOK

~~Taking~~With ~~the~~greater ~~above~~clarity ~~market~~on ~~factors into~~potash ~~consideration,~~markets wethrough ~~have~~the ~~raised~~balance of the ~~bottom~~year, ~~end~~we ofhave narrowed our guidance range for potash sales volumes, (to 9.01-9.43 million tonnes), and ~~increased the range~~ for ~~potash~~ gross margin, (to $~~650~~750-$~~850~~800 million). ~~Our estimates include the benefit of the Rocanville capacity audit results, which increased our Canpotex sales entitlement to approximately 55 percent for the second half of 2017.~~

In nitrogen, we expect ~~recent capacity~~markets ~~additions~~ to ~~continue~~remain tovolatile ~~pressure~~in ~~prices~~the fourth quarter and ~~alter~~anticipate ~~trade~~full-year ~~flows,~~gross ~~keeping~~margin ~~margins~~will ~~below~~be significantly ~~those~~weaker ofthan in 2016. In phosphate, we ~~anticipate~~expect ~~that~~ challenging market fundamentals will continue to ~~impact~~weigh ~~prices~~on ~~and~~ our ~~profitability~~realizations. ~~Given~~With these ~~considerations~~ factors in mind, weand ~~have~~taking ~~lowered~~into consideration the ~~top~~third-quarter ~~end~~phosphate ofimpairment charge, we have lowered our combined nitrogen and phosphate gross margin range and now estimate $~~150~~140-$~~300~~190 million in 2017, trailing last year’s combined total.

~~With~~We ~~lower annual earnings forecast in the US, we~~ now anticipate ~~an income tax recovery and have adjusted~~ our effective income tax rate to be in a negative range of 32-64 percent, primarily due to discrete tax adjustments.

We ~~now~~have lowered the upper end of our ~~expect~~estimates ~~higher~~for provincial mining and other taxes inand ~~the~~now expect a range of 19-2221 percent of potash gross margin for 2017. Further, ~~primarily~~we ~~due~~have lowered our range for selling and administrative expenses to an$215-$225 ~~increased~~million ~~profit~~and ~~tax~~increased ~~forecast~~our ~~resulting~~range ~~from~~for finance ~~lower~~costs ~~estimated~~to ~~capital~~$230-$240 ~~depreciation~~million.

~~Income~~PotashCorp ~~from~~2017 ~~equity~~Third ~~investments~~Quarter isQuarterly ~~now~~Report ~~anticipated~~on inForm ~~the range of $170~~10-~~$190~~Q ~~million, above the previous guidance range, largely due to the strength of SQM earnings.~~ 46

~~Due~~We tohave raised the ~~recent~~bottom ~~strength~~end of ~~the~~our ~~Canadian~~range ~~dollar,~~for weincome ~~have~~from ~~revised~~equity ~~our~~investments ~~full-year~~and ~~foreign~~now ~~exchange~~expect ~~rate~~$180-$190 ~~assumption~~million, primarily due to ~~CDN$1.32~~the ~~per~~strength USof ~~dollar~~SQM earnings.

~~Based~~Due onto ~~these~~the ~~factors~~recent strength of the Canadian dollar, we have ~~maintained~~revised our full-year ~~2017~~foreign ~~earnings~~exchange ~~guidance~~rate ofassumption ~~$0.45-$0.65 per share, including merger-related costs now expected~~ to beCDN $01.~~06 per~~30 ~~share~~per US dollar.

~~PotashCorp~~Based on these factors, we have narrowed our full-year 2017 ~~Second~~earnings ~~Quarter~~guidance ~~Quarterly~~and ~~Report~~now onestimate ~~Form~~$0.48-$0.54 10per share. Merger-Qrelated 46costs are now anticipated to be $0.08 per share, with $0.05 per share expected in the fourth quarter.

LOGO

47 PotashCorp 2017 ~~Second~~Third 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~~pendency 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~~ 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~~ 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~~A discussion of these risks and uncertainties and additional risks and uncertainties can be found in our 2016 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~~ 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 ~~Second~~Third Quarter Quarterly Report on Form 10-Q 48

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 ~~June~~September 30, 2017.

PRICE RISK

The carrying amount of our investments in ICL and Sinofert was $1,~~028~~063 million at ~~June~~September 30, 2017 (December 31, 2016 – $937 million). A 10 percent increase in the prices of these investments would increase other comprehensive income by $~~103~~106 million, while a 10 percent decrease would reduce other comprehensive income by $91106 million ~~and an impairment of $12 million for our investment in Sinofert would be recognized in net income~~. At ~~June~~September 30, 2017, this analysis assumed that price decreases ~~related to the company’s investment in ICL~~ would not represent an impairment, and price decreases related to the company’s investment in Sinofert below the carrying amount at the impairment measurement date of June 30, 2016 ($190 million) would represent an impairment and all other variables remain constant.

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 ~~June~~September 30, 2017, the company’s net exposure to natural gas derivatives in the form of swaps was a notional amount of 3631 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 ~~June~~ September 30, 2017, the company had entered into foreign currency forward contracts to sell US dollars and receive Canadian dollars in the notional amount of ~~$15 million (December 31, 2016–$21 million) at an average exchange rate of 1.3354~~ (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.

$25 million (December 31, 2016 – $21 million) at an average exchange rate of 1.2302 (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 ~~June~~September 30, 2017, the company had no significant exposure to interest rate risk.

Item 4. Controls and Procedures

As of ~~June~~September 30, 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~~ effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon that evaluation and as of ~~June~~September 30, 2017, the Chief Executive Officer and Chief Financial Officer concluded that ~~the~~ 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~~ 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 ~~June~~September 30, 2017 that has materially affected, or is ~~reasonably~~ reasonably likely to materially affect, our internal control over financial reporting.

49 PotashCorp 2017 ~~Second~~Third 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 ~~Second~~Third Quarter Quarterly Report on Form 10-Q 50

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)

51 PotashCorp 2017 ~~Second~~Third 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)
ExhibitNumber	Description of Document	Form	Filing Date/PeriodEnd 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 ~~Eight~~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-Q	3/31/2017
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. (P)	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)

PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q 52

		Incorporated By Reference (File No. 001-10351, unless otherwise indicated)
ExhibitNumber	Description of Document	Form	Filing Date/PeriodEnd Date	Exhibit Number(if different)
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. (P)	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. (P)	10-K	12/31/1995
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
10(oo)	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(ll)

53 PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q

		Incorporated By Reference (File No. 001-10351, unless otherwise indicated)
ExhibitNumber	Description of Document	Form	Filing Date/PeriodEnd Date	Exhibit Number(if different)
10(qq)	Form of Change in Control Agreement, between the registrant and certain U.S. executives.	10-Q	9/30/2016	10(mm)
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.
(P)	Paper exhibits

PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q 54

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.
August 2, 2017	By:	/s/ Joseph Podwika
October 31, 2017	By:	/s/ Joseph Podwika
		Joseph Podwika
		Senior Vice President, General Counsel and Secretary
August 2, 2017	By:	/s/ Wayne R. Brownlee
October 31, 2017	By:	/s/ Wayne R. Brownlee
		Wayne R. Brownlee
		Executive Vice President, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer)

55 PotashCorp 2017 ~~Second~~Third Quarter Quarterly Report on Form 10-Q

EXHIBIT INDEX

		Incorporated By Reference (File No. 001-10351, unless otherwise indicated)
ExhibitNumber	Description of Document	Form	Filing Date/PeriodEnd 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)
ExhibitNumber	Description of Document	Form	Filing Date/PeriodEnd 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 Eight 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-Q	3/31/2017
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)

		Incorporated By Reference (File No. 001-10351, unless otherwise indicated)
ExhibitNumber	Description of Document	Form	Filing Date/PeriodEnd Date	Exhibit Number(if different)
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
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
10(oo)	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

		Incorporated By Reference (File No. 001-10351, unless otherwise indicated)
ExhibitNumber	Description of Document	Form	Filing Date/PeriodEnd Date	Exhibit Number(if different)
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.

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