Key Highlights

• Second-quarter earnings of $0.50 per share¹
• Record first-half offshore potash shipments of 3.4 million tonnes
• Full-year 2015 earnings guidance adjusted to $1.75 - $1.95
• Third-quarter earnings guidance set at $0.35 - $0.45 per share
• Proposal to acquire K+S Aktiengesellschaft (K+S)

CEO Commentary

“Our earnings for the quarter hit the midpoint of our guidance range but trailed last year’s total, primarily due to weaker nitrogen prices,” said PotashCorp President and Chief Executive Officer Jochen Tilk. “While we have faced some near-term market headwinds, we are encouraged by the strength of global potash demand, especially in offshore markets. During the first six months of this year, our offshore shipments reached a record total and we believe these conditions will continue to support further growth of our potash business in the years ahead.”

Saskatoon, Saskatchewan – Potash Corporation of Saskatchewan Inc. (PotashCorp) reported second-quarter earnings of $0.50 per share ($417 million), bringing the first-half total to $0.94 per share ($787 million). Earnings for both the quarter and the first six months trailed 2014’s comparable period amounts of $0.56 per share ($472 million) and $0.95 per share ($812 million), respectively.

Improved potash and phosphate contributions were offset by weaker nitrogen earnings, resulting in gross margin of $711 million in this year’s second quarter (down 5 percent) and $1.4 billion for the first half (up 5 percent).

Cash from operating activities of $836 million in the second quarter and $1.4 billion for the first half of 2015 surpassed last year’s comparable totals due to favorable changes in non-cash operating working capital. Earnings before finance costs, income taxes and depreciation and amortization (EBITDA)² of $792 million for the quarter and $1.5 billion for the first six months were below 2014 comparative figures.

Our investments in Arab Potash Company (APC) in Jordan, Israel Chemicals Ltd. (ICL) in Israel, Sociedad Quimica y Minera de Chile S.A. (SQM) in Chile and Sinofert Holdings Limited (Sinofert) in China contributed $64 million to our quarterly earnings. This result exceeded the $55 million earned in the second quarter of 2014 and brought first-half contributions to $97 million, down significantly from last year’s total of $155 million, which included a special dividend from ICL.

Market Conditions

Global potash shipments remained strong during the second quarter, especially to China and India where higher contract volumes supported robust shipments for most producers. Demand in other offshore markets remained at historically high levels, although the impacts of weaker crop economics, currency volatility and credit availability slowed purchases from 2014’s record pace – most notably in Brazil. In North America, a shortened planting season and greater availability of product from offshore suppliers kept domestic producer sales below 2014’s exceptionally strong comparative period.

In nitrogen, prices for most products declined from those realized in second-quarter 2014 as market fundamentals weakened on increased global supply and record Chinese urea exports over the past 12 months. As the quarter progressed, urea prices found support on stronger demand in key import markets and slowing exports from China, while ammonia markets stabilized due to supply constraints in major exporting regions.

In phosphate, solid phosphate fertilizer prices were generally consistent with those in the second quarter of 2014 as improved Indian demand more than offset weakness in Latin America and record Chinese exports. Robust demand for other phosphate products – most notably liquid fertilizers in India and North America – supported improved prices relative to 2014’s second quarter.

Potash

Potash gross margin of $417 million for 2015’s second quarter and $845 million for the first six months reflected improved realizations, with results in both periods exceeding the respective totals of $395 million and $695 million generated in 2014.

While total sales volumes for both the quarter (2.5 million tonnes) and first six months (4.9 million tonnes) were in line with those of 2014, offshore shipments were especially robust, up 18 percent and 17 percent, respectively. Canpotex³ shipments reached record levels for both periods in 2015 due to improved rail logistics and enhanced infrastructure and distribution capabilities. For the quarter, the majority of Canpotex’s shipments were to Latin America (37 percent) and Other Asian countries outside of China and India (30 percent), while China and India accounted for 20 percent and 8 percent, respectively. North American sales volumes declined for both the quarter (down 31 percent) and the first six months (down 25 percent) from the exceptionally strong comparative periods in 2014.

Our average realized potash price of $273 per tonne for the second quarter was up from $263 per tonne in the same period last year. This improvement reflected higher prices in most markets compared to last year’s second quarter when realizations were still recovering from the lows experienced in early 2014.

Per-tonne cost of goods sold for the second quarter was slightly above the same period in 2014. The favorable impact of a weakened Canadian dollar and operational efficiencies was more than offset by fewer tonnes sourced from our lower-cost mines. This was due largely to the Allan Canpotex proving run that we completed in the second quarter of 2014.

Nitrogen

Weaker prices for all nitrogen product categories resulted in gross margin of $222 million for the quarter and $403 million for the first six months, trailing last year’s comparable periods by 27 percent and 26 percent, respectively. Our US operations accounted for 71 percent of our nitrogen gross margin for the quarter, with Trinidad providing the remainder.

Second-quarter sales volumes of 1.6 million tonnes were relatively flat with the same period in 2014. Total first-half sales volumes were 2.9 million tonnes – 11 percent below the same period last year. This reduction was primarily due to first-quarter headwinds, which included market weakness, mechanical challenges at Lima and greater gas curtailments in Trinidad.

Our average realized price of $334 per tonne during the quarter declined from the $393 per tonne in the same period last year. This was largely the result of increased supply in key producing regions, which pressured benchmark prices and realizations for all our products.

Cost of goods sold for the quarter averaged $201 per tonne, down from $213 per tonne in 2014’s second quarter, driven primarily by lower natural gas costs in both the US and Trinidad.

Phosphate

Phosphate gross margin of $72 million for the second quarter (up 50 percent) and $130 million for the first six months of 2015 (up 76 percent) improved significantly from the comparable periods in 2014. The absence of accelerated depreciation charges incurred in 2014 related to the closure that year of our Suwannee River chemical plant – as well as higher average netbacks this year – supported improved margins and more than offset lower sales volumes.

Absence of production from Suwannee River reduced tonnes available for sale. Sales volumes of 0.7 million tonnes for the quarter and 1.3 million tonnes for the first six months trailed comparative periods in 2014 by 20 percent and 18 percent, respectively.

Our average realized phosphate price for the quarter was $553 per tonne, up from $509 per tonne in the same period last year, reflecting a greater proportion of sales from higher-netback feed, industrial and liquid fertilizer products.

Cost of goods sold of $450 per tonne for the second quarter was slightly below the same period in 2014. The absence of accelerated depreciation charges more than offset the negative impact of reduced production.

Financial

Provincial mining and other taxes for the second quarter increased to $90 million from the $69 million recorded in 2014, reflecting the impacts of a weaker Canadian dollar, higher potash prices and changes in the timing of allowable deductions within Saskatchewan’s potash taxation regulations.

Lower total earnings resulted in income tax expense declining to $152 million in the second quarter from $166 million during 2014’s comparable period.

Capital-related cash expenditures totaled $294 million during the quarter, exceeding the total in the same period last year, as we advanced work at our potash expansions in Rocanville and New Brunswick as well as our nitrogen expansion in Lima.

During the quarter, we proposed to acquire K+S for €41 per share. This business combination would bring together complementary assets to create a well-capitalized, more diversified company across products, geographies, distribution and customers. Despite K+S’ initial rejection, we believe that our proposal balances the interests of investors and other stakeholders, including the employees and communities in which the companies operate. As such, we remain focused on engaging with and having constructive discussions with K+S management that would include commitments to secure German locations and employment. Please bear in mind that we have not yet decided to make a formal offer.

Potash Market Outlook

Our expectations of global potash demand remain unchanged as we anticipate 2015 shipments of approximately 60 million tonnes.

In North America, demand for our summer-fill program has been strong. We expect shipments in this market to accelerate through the remainder of the year, although competitive pressures have resulted in lower prices than recognized during the first six months. We now expect total 2015 shipments of 9.0-9.5 million tonnes.

In Latin America, we anticipate strong third-quarter demand ahead of its key planting season. However, reduced credit availability and currency weakness in Brazil could slow purchases compared to the record pace in 2014. For the full year, we now forecast shipments of 10.6-11.1 million tonnes for this region.

In China, strong shipments are expected through the second half as suppliers deliver against significant annual contracted volumes. Rising demand in China for compound fertilizers and bulk blends with higher potassium content is expected to require optional tonnage deliveries and push Canpotex sales volumes above its 1.8 million tonne minimum. Based on this strength – and increased domestic production – we now expect total shipments to reach 14.2-14.7 million tonnes.

In India, potash demand continues to improve without meaningful subsidy change. Robust demand for direct application and compound fertilizers – as well as a later first-half contract settlement – is expected to result in significant Canpotex shipments through the rest of 2015. We maintain our full-year shipment estimate of 4.5-5.0 million tonnes and believe total deliveries could reach the upper end of our range.

In Other Asian countries (outside of China and India), we maintain our estimate for shipments of 8.4-8.8 million tonnes. Significant competitive pressures and currency volatility could weigh on prices in these markets through the balance of the year.

Financial Outlook

With the first half behind us, we have revised our full-year expectations for our potash business. Our full-year sales volumes estimate has been narrowed to 9.3-9.6 million tonnes and – due to a decline in certain spot market prices through the second quarter – we have lowered the upper end of our previous potash gross margin range, now forecast at $1.5-$1.7 billion.

We maintain our combined nitrogen and phosphate gross margin estimate of $1.0-$1.2 billion in 2015. In nitrogen, we expect greater supply will lead to a more subdued market and weaker prices relative to 2014, although lower natural gas prices are expected to keep cost of goods sold below last year’s level. In phosphate, a shift to a more profitable product mix and supportive market fundamentals are expected to keep realizations above those of 2014. Additionally, we expect to benefit from per-tonne costs trending lower through the balance of the year on improved mining conditions at Aurora.

We have increased our estimate of income from offshore equity investments to a range of $190-$210 million due to increased dividend income from ICL in the first half of the year. Selling and administrative expenses are now forecast in the range of $235-$245 million and finance costs are now expected to be in the range of $190-$200 million.

As a result of the noted changes, we have revised our full-year 2015 earnings guidance to $1.75-$1.95 per share. For the third quarter, we forecast a range of $0.35-$0.45 per share.

Other annual guidance numbers – including those noted above – are outlined in the table below.

2015 Guidance
Earnings per share	Annual: $1.75-$1.95 Q3: $0.35-$0.45
Potash sales volumes	9.3-9.6 million tonnes
Potash gross margin	$1.5-$1.7 billion
Nitrogen and phosphate gross margin	$1.0-$1.2 billion
Capital expenditures*	~$1.2 billion
Effective tax rate	26-28 percent
Provincial mining and other taxes**	20-22 percent
Selling and administrative expenses	$235-$245 million
Finance costs	$190-$200 million
Income from offshore equity investments***	$180-$210 million
Annual Foreign Exchange Rate	CDN$1.24 per US$
Annual EPS sensitivity to Foreign Exchange	US$ strengthens vs. CDN$ by $0.02 = +$0.01 EPS
* Does not include capitalized interest ** As a percentage of potash gross margin *** Includes income from dividends and share of equity earnings

Notes

PotashCorp is the world’s largest integrated fertilizer and related industrial and feed products company by capacity and plays an integral role in global food production. PotashCorp is the world’s largest producer, by capacity, of potash and one of the largest producers of nitrogen and phosphate. These three essential nutrients are required to help farmers grow healthier, more abundant crops. With the global population rising and diets improving in developing countries, these nutrients offer a responsible and practical solution to meeting the long-term demand for food. While agriculture is its primary market, the company also produces products for animal feed and industrial uses. Common shares of Potash Corporation of Saskatchewan Inc. are listed on the Toronto Stock Exchange and the New York Stock Exchange.

For further information please contact:

Investors	Media
Denita Stann Vice President, Investor and Public Relations Phone: (306) 933-8521 Fax: (306) 933-8844 E-mail Denita	Randy Burton Director, Public Relations and Communications Phone: (306) 933-8849 Fax: (306) 933-8844 E-mail Randy

This release contains “forward-looking statements" (within the meaning of the US Private Securities Litigation Reform Act of 1995) or “forward-looking information”(within the meaning of appropriate Canadian securities legislation) that relate to future events or our future 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,” “believe,” “intend,” “estimates,” “plans” and similar expressions. These statements are based on certain factors and assumptions as set forth in this document, including with respect to: foreign exchange rates, expected growth, results of operations, performance, business prospects and opportunities, including our proposal to acquire K+S, and effective tax rates. While we consider 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 actual results or events to differ materially from those expressed in forward-looking statements including, but not limited to, the following: 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, transportation and petrochemical markets; changes in competitive pressures, including pricing pressures; costs and availability of transportation and distribution for our raw materials and products, including railcars and ocean freight; risks and uncertainties related to operating and workforce changes made in response to our industry and the markets we serve; risks and uncertainties related to our international operations and assets; failure to prevent or respond to a major safety incident; adverse or uncertain economic conditions and changes in credit and financial markets; the results of sales contract negotiations within major markets; economic and political uncertainty around the world; risks associated with natural gas and other hedging activities; changes in capital markets; unexpected or adverse weather conditions; catastrophic events or malicious acts, including terrorism; changes in currency and exchange rates; imprecision in reserve estimates; adverse developments in new and pending legal proceedings or government investigations; our prospects to reinvest capital in strategic opportunities and acquisitions, including our proposal to acquire K+S; our ownership of non-controlling equity interests in other companies; the impact of further technological innovation; increases in the price or reduced availability of the raw materials that we use; security risks related to our information technology systems; strikes or other forms of work stoppage or slowdowns; timing and impact of capital expenditures; rates of return on, and the risks associated with, our investments and capital expenditures; changes in, and the effects of, government policies and regulations; certain complications that may arise in our mining process, including water inflows; our ability to attract, retain, develop and engage skilled employees; risks related to reputational loss; earnings; and the decisions of taxing authorities, which could affect our effective tax rates. These risks and uncertainties are discussed in more detail under the headings “Risk Factors” and “Management’s Discussion and Analysis of Results and Operations and Financial Condition” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and in other documents and reports subsequently filed by us with the US Securities and Exchange Commission and the Canadian provincial securities commissions. Forward-looking statements are given only as of the date hereof and we disclaim any obligation to update or revise any forward-looking statements in this release, whether as a result of new information, future events or otherwise, except as required by law.