Good day, ladies and gentlemen, and welcome to the fourth quarter 2009 CF Industries results conference call. My name is Eva and I will be your operator for today. At this time, all participants are in listen-only mode. We will conduct a question and answer session at the end of the conference. (Operator Instructions). I would now like to turn the call over to Mr. Terry Huch, Senior Director of Investor Relations and Corporate Communications. Please proceed, sir.

Thank you, Eva; good morning, everyone and thanks for joining up on this conference call for the CF Industries Holdings, Inc. earnings release. I am Terry Huch, Senior Director Investor Relations and Corporate Communications, and with me are Steve Wilson, our Chairman and Chief Executive Officer and Tony Nocchiero, our Senior Vice President and Chief Financial Officer. This morning, CF Industries Holdings, Inc. reported its fourth quarter and full-year 2009 results. On this call, we will review those results and discuss our outlook for industry and company performance in 2010. We will hold a question and answer session at the end of the call. As you read our news release posted on the Investor Relations section of our website at www.cfindustries.com, and as you listen to this conference call, please recognize that both contain forward-looking statements as defined by Federal Securities Laws. All statements in the release and on this call, other than those relating to historical information or current conditions, are considered forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control and which could cause actual results to differ materially from such statements. These risks and uncertainties include those spelled out in the Safe Harbor statement included in the news release. Consider all forward-looking statements in light of those and other risks and uncertainties and do not place undue reliance on any forward-looking statements. Now let me introduce Steve Wilson, our Chairman and CEO.

Thanks, Terry; and thank you all for joining us this morning. This morning, CF Industries reported fourth quarter and full-year 2009 earnings. For the fourth quarter of 2009, net earnings totaled $51 million or $1.04 per diluted share, down from a record $190 million or $3.59 per share in the same period last year. This was a solid performance in an environment that was much weaker than 2008 for both demand and pricing. Results included business combination costs, development costs for our Peru project, a gain on the sale of Terra common shares, and the effects of mark-to-market gains on our natural gas derivatives. Tony will go into more detail on these items as well as similar items from the prior year. Through much of the fourth quarter, domestic fertilizer demand was characterized by buyer reluctance to take inventory positions. But demand came to light in late November, as purchasers began to focus on the spring season, which promises to be a strong one. We have been looking forward to the strong market we are now enjoying for some time. Our task in the fourth quarter was to manage the transition from weak domestic demand in most of 2009 to this strong environment. We were able to do that successfully because of our access to export markets and our flexible approach to forward sales. Because of the late harvest, we knew that we would need very good weather in order to have a good fall ammonia application season. Well, we didn't get very good weather, and the result was very weak fall application. Some of you have commented that this sets us up for a strong spring for our nitrogen products, which is true. In fact, this effect started to show up late in the fourth quarter. Despite the weak…

Thanks, Steve; and good morning, everyone. As Steve pointed out, CF’s fourth quarter net earnings were $51 million or $1.04 per diluted share on an after-tax basis, compared to a record $190 million or $3.59 per share in the fourth quarter of 2008. Fourth-quarter results included business combination costs of $0.37 per diluted share after tax, Peru project development costs of $0.21 per share, a gain of $0.15 per share on the sale of Terra shares, and unrealized mark-to-market gains on natural gas derivatives of $0.03 per share. Results for the fourth quarter of 2008 included phosphate and potash inventory write-downs of $0.70 a diluted share after tax, unrealized mark-to-market gains on natural gas derivatives of $0.42 per share, and Peru project development costs of $0.01 per share. Net sales of $507 million included Nitrogen segment sales of $352 million, and Phosphate segment sales of $155 million, which were down 50% and 58% respectively, due to lower prices in the fourth quarter of 2009 compared to the prior year. Nitrogen volume was 1.5 million tons, equal to the volume in the fourth quarter of 2008, with higher urea volumes offsetting lower ammonia volumes. UAN volume was flat in total, with exports to Argentina and France offsetting the lower domestic volumes. Ammonia price realizations, excluding sales to Vitera were 47% lower than in the fourth quarter of 2008, and flat sequentially. Urea price realizations were 43% lower than the fourth quarter of 2008, and slightly higher sequentially. UAN price realizations were 56% lower than the fourth quarter of 2008, and flat sequentially. During the fourth quarter, spot prices for urea and UAN at the Gulf rose by more than 20% and 40% respectively. Most of that increase occurred in December, and should be reflected in our average prices in the first…

Thanks, Tony. In my earlier remarks, I had touched on our bullishness on agriculture and fertilizer market over the up and coming months. I would like to expand on that a bit. Corn futures prices rose quickly in December, but fell back to about $4 per bushel for December 2010, when the WASDE report raised yield estimates for 2009. Nevertheless, corn prices remain in a very favorable range, from which planting corn rather than soybeans is a profitable endeavor, and so is buying corn to produce ethanol. As a result, we expect corn plantings in 2010 to be higher than in 2009. In addition to favorable farm economics, there are other positive factors affecting fertilizer demand specifically. First, distributor and producer inventories are low, and need to be replenished, especially in light of low imports of urea and UAN so far this fertilizer year. Second, the poor fall weather caused under application of nitrogen, which farmers need to make up in the spring. And third, the record crop in 2009 depleted nutrients in the soil. Nitrogen inventories all across the value chain and worldwide are low, with the exception of ammonia in the Midwest. However, we expect carry-over demand from the fall season, combined with improved industrial demand to result in strong ammonia movement this spring, weather-permitting, of course. In the cases of urea and UAN, imports lagged significantly in the first half of the fertilizer year compared to prior years. Urea imports began to flow into the US in January in response to stronger domestic pricing relative to other markets. With strong domestic demand, China’s export tax rate back up to 110% for the next five months, and India's demand still unmet, we expect the domestic supply demand balance for urea to remain tight. Based on our estimates for…

(Operator Instructions) Your first question comes from the line of Edlain Rodriguez with Broadpoint Gleacher. Please proceed, sir. Edlain Rodriguez – Broadpoint Gleacher: Thank you. Good morning, guys.

Good morning, Edlain. Edlain Rodriguez – Broadpoint Gleacher: Quick question. Since the WASDE report of January 12, we have seen the decline in corn prices. Are you seeing or sensing any change in behavior from customers, farmers, distributors, or retailers since then?

Well, we don't deal at the farm and retail level, but certainly, our customers are preparing for a very strong spring season. And we haven't seen any diminution in the appetite for planting corn for the spring. Edlain Rodriguez – Broadpoint Gleacher: And the other question is, you talked about a permanent decline in MAP gas costs in the US. What is your forecast for MAP gas in 2010?

Tony?

Yes, our forecast for 2010 is generally in line with the forecast of leading industry forecasters for the gas market, it is around $5.05 on average for the year. Edlain Rodriguez – Broadpoint Gleacher: Okay, thank you.

Your next question comes from the line of Robert Koort with Goldman Sachs. Please proceed, sir. Joe Fischer – Goldman Sachs: Good morning, gentlemen. This is Joe Fischer filling in for Bob here. I was wondering if you could chat a little bit about obviously demand, it has been much better sequentially. But I was wondering if you could maybe talk about your customers’ positioning levels, if you will, versus the proverbial normal or average year? That is my question. I have one follow-up.

Well, clearly, there has been some reticence on the part of buyers down the chain to position inventory that hasn't already been pre-sold. So they have been slow to commit to purchase and extremely risk-averse. That has changed in the last couple of months, however, because of the realization that there is a pretty strong, that there is a very strong spring ahead of us, and the supply chain, if you will, is shortening, the time window is shortening, and if they don’t get orders on the books now, they may have a problem meeting their own demand. Joe Fischer – Goldman Sachs: And the other thing I wanted to ask you is whether or not we are setting up for any kind of logistical crunch time, so to speak. I had a (inaudible), if the infrastructure is good enough that you can do product investment generally?

Well, you know, widespread logistical challenges is one of those things that is predicted periodically. It is a little bit like predicting urea shortages, and I have commented that we have predicted three out of the last zero urea shortages. There will clearly be bottlenecks as there always are in isolated locations in our great territory, whether it is widespread or not I think is going to be a function of a lot of things, including weather patterns, and the degree to which customers step up and commit to product in the window they have available right now. Joe Fischer – Goldman Sachs: Great, thank you.

Your next question comes from the line of Jeff Zekauskas with J. P. Morgan. Please proceed, sir. Jeff Zekauskas – J. P. Morgan: Hi, good morning.

Good morning, Jeff. Jeff Zekauskas – J. P. Morgan: Do you think the prospective purchase of Terra by Yara is sort of favorable – makes it more difficult for CF to operate in the nitrogen markets in the United States, sort of makes it easier; is this combination beneficial to you or detrimental from your point of view?

Well, this is – Jeff, this is new news that came out yesterday. We are still digesting that news to the extent that we don’t have a comment on that proposed transaction. We will make it if and when we are ready to do so. Jeff Zekauskas – J. P. Morgan: Okay. You spoke of various options to increase your expected returns in Peru. Can you elaborate a little bit more on that?

Sure. This is a very complex project in an area that doesn't have a lot of infrastructure. So, we have got, for example, to construct a port, we have – there is a pipeline project that a third party is involved in and has to be – power brought to the site and so forth. So we are looking at creative approaches to all the components of the project, all of the required infrastructure to see whether there are ways to bring down the capital costs and/or the operating costs. Jeff Zekauskas – J. P. Morgan: Okay. And then lastly, in the $150 million to $200 million you expect to spend on capital in 2010, what are the large components of that number, or what are the big projects in the $150 million to $200 million number?

Jeff, as always, the biggest piece of that spending goes in to CapEx that is largely related to maintaining our existing asset base and building catalyst turnarounds. So that tends to be the biggest piece of the $150 million number. Other projects would be projects that go to expand production or increase efficiency either at our D-ville or our Florida operations. Jeff Zekauskas – J. P. Morgan: Okay, thank you very much.

Your next question comes from the line of Don Carson with UBS Securities. Please proceed, sir. Sandy Klugman – UBS Securities: It is actually Sandy Klugman sitting in for Don. You know, my question is, you obviously had very strong DAP demand in the export markets in 2009. India accounted for the lion’s share of the domestic export. My question is, what do you see in terms of demand from India in 2010, given both the proposed changes to their subsidy system, you know, as well OCP’s recent sale of phos acid, which would seem to make the cost of local production increasingly competitive with the cost of importing the product?

Well, we think India has a substantial need for imported product on the horizon. And we obviously don't know what they will do or when they will do it, but we see robust demand coming from India. Sandy Klugman – UBS Securities: Okay, thank you. And then just a follow-up. In terms of, you know, sulfur supplies are obviously getting very tight. Did you anticipate any constraints or are your sulfur supplies, you know, relatively well provided for in 2010, as far as you can see?

Sandy Klugman – UBS Securities: Okay, thank you.

Your next question comes from the line of Fai Lee with RBC Capital Markets. Please proceed, sir. Fai Lee – RBC Capital Markets: Thank you. It is Fai Lee from RBC. I just wanted to ask you a couple of questions just following on Jeff’s question about Peru. In terms of the price, was it really on the infrastructure or the operating costs, when you say the costs came in higher than expected?

Well, the study that I referred to is the front-end engineering and design study. It is basically capital cost oriented, so the outside supplies was on the capital costs side. Fai Lee – RBC Capital Markets: And was there anything in particular or was it just a wide number of things that came in higher than your application?

Yes, there are a number of factors, not the least of which is the weak dollar. Fai Lee – RBC Capital Markets: Okay. And in terms of the costs, did they provide a total cost number or I think previously in choice somewhere around $1.5 billion to $2 billion, is it above that range?

We are working on getting the capital cost number into a range we are comfortable with and I just assumed that will not go beyond that. Fai Lee – RBC Capital Markets: Okay. And if you can't get the capital costs, would the project still be economic at this point?

Pardon me? Fai Lee – RBC Capital Markets: If you can't get the capital costs down, would it be an economic project?

Well, if the project is economic, we will move forward with it and if it isn't, we will move on to other things. That is the sole purpose of the work we are doing right now. Fai Lee – RBC Capital Markets: Okay, great. And just on the Terra-Yara news, in terms that you mentioned it was a surprise, was the price that Yara offered, was that on the table in part of your negotiations?

The only comment I will make on that is that we have had no interactions with Terra since January 14, when we made our last public announcement and beyond that, I will just go back to my older statement that the merger agreement was just, I believe, posted this morning. We haven't digested it, so we don't have any comment beyond that at this point. Fai Lee – RBC Capital Markets: Okay, thank you.

(Operator Instructions). Your next question comes from the line of David Silver with Bank of America/Merrill Lynch. Please proceed, sir.

Good morning, David. David Silver – Bank of America/Merrill Lynch: Good morning. I have a question I guess about – I guess a general question about raw materials positioning as you head into the spring. You know, you mentioned – you answered a question I guess about sulfur, I am just thinking about natural gas and whatever else is there. With may be a smaller SPP book, you know, kind of by design, is this a period where you would do some incremental natural gas hedging; in other words, kind of, you have a smaller book of business that you hedge off against, but your comments all point to very strong demand into the spring and at least on paper, there are margins to lock in here. So is this a period where you can go against maybe your traditional strategies and try to lock in some gas ahead of when your order book fills up?

David, I will make one comment and then I will ask Tony to chime in, if he would like. This is a – you know, we are in February now, and gas prices today I think are reflecting winter economics. And so the script is not so much in our favor at the moment. We see some downward potential, and if it were to get to a point where it is enticing, we might take some action, we have done that in the past.

Yes, I guess the only thing I would add to that is that we look at the forward strip and we look at the overall supply-demand picture for natural gas virtually every week. And if we thought gas was getting attractive in the out months, we have the authority under the action of the Natural Gas Pricing Policy Committee to take action and we have done that in the past, as we have described on calls like this. So, I wouldn't say we are positioned necessarily to do that, you know, if the forward curve goes into backward (inaudible) or something like that. We certainly might be tempted to pick something off, but generally speaking, we have been very successful buying gas in the cash market and staying sharp. We will continue to do that, but of course, if demand for products in the out months starts to get strong enough to make up for the penalty we pay in buying gas forward, we could end up doing that too, but that all depends on the tone of the markets, because we are always managing the margin. David Silver – Bank of America/Merrill Lynch: Okay, thanks for that. If I could just follow up maybe with a slightly different angle on the Peru question, I mean, it is a project that you have put a lot of effort in over an extended period of time. Is there flexibility – you know, you mentioned it was a complex project. Is there flexibility in terms of negotiating with the government for contributions or some assistance on kind of the infrastructure or surrounding utilities kind of a portion of the overall project, or is it understood that CF in any part, as you bring it in, are fully responsible for the ports and distribution networks and things like that?

Well, David, we have a very good relationship with the government of Peru and we interact with the representatives of the government on a regular basis. The degree of cooperation is quite high. The philosophy that is in place in Peru today is one of encouraging private investment, and trying to have separation between the government and private enterprise, and we generally view that as an admirable position to be in. On the other hand, you know, if we look at the project and you are right, we have put a lot of effort into this and it has a lot of commercial feel. We certainly would not eliminate any course of action in our effort to make this economic, including sitting down with the government and seeing if we have a mutual problem, a mutual opportunity to work on it together to try and solve it. David Silver – Bank of America/Merrill Lynch: Okay. And then last question, you know, in spite of your best efforts, the cash continues – the liquidity on your balance sheet just continues to be at a very high level. Could you kind of walk us through whether you think whether your long-term interests are served by holding onto this cash and if not, whether a buyback or a special dividend, which some of your peers in the industry have chosen or other avenues to kind of make sense that kind of optimize your balance sheet, and kind of will maybe allow the company to focus more on operations and less on what are you going to do with all the cash on your balance sheet?

Well, David, as you rightly pointed out, this is a wonderful problem to have. I would remind you of two things. First is that in November of 2008, we spent $0.5 billion buying our own stock back. I think we bought it back in the mid to high 50’s. That certainly proved to be a great benefit to our stockholders. We also had plans to utilize our cash to acquire Terra. And again, that was going to be the focal point. And so, as we look at our situation going forward, we will continue to evaluate all of our cash needs, we will evaluate opportunities to deploy that cash in various ways, and those ways include the possibility of further distributions of cash in the direction of stockholders, in one form or another, that is part of our ongoing deliberations. David Silver – Bank of America/Merrill Lynch: Thank you very much.

Your next question comes from the line of Charles Neivert with Dahlman Rose. Please proceed, sir. Charles Neivert – Dahlman Rose: Good morning, guys.

Good morning, Charlie. Charles Neivert – Dahlman Rose: Quick question. You had talked about some phosphate capacity I guess globally that is offline. Could you just comment on about how much you see as being offline and when it might show up again or when it might be getting back into the production picture, or is it already?

Production issues in Morocco, and there were some production issues domestically, these are perhaps largely resolved. At this point, we are not sure. You know, it wasn’t a large amount of capacity, but in a tightening market, marginal shortfalls have pretty significant impacts. Charles Neivert – Dahlman Rose: Do you think that now that assuming that they are basically resolved, when do you think the product will get back to the market and will that provide the market with – well, let us say balance, or do you think it is still going to be tight moving forward?

Well, I can't really comment on when a competitor’s product will get back into the market. But certainly, we view the market as being tight enough to be able to absorb the return of that production. Charles Neivert – Dahlman Rose: Okay, thanks very much.

You have a follow-up question from the line of Edlain Rodriguez with Broadpoint Gleacher. Please proceed, sir. Edlain Rodriguez – Broadpoint Gleacher: Tony, just a quick question to help us with modeling purposes. What should we expect to improve development project costs will be in Q1 and for the year?

The major costs I will say to Peru last year were the field study. That was the biggest chunk of that number we disclosed to you in the quarter and the year. The costs we are incurring right now, primarily relate to legal and consulting and internal costs. So, at the moment, those costs would range from $3 million to $5 million. Now, if we make a decision to initiate the project later in the year, that could change, but on the base we are operating right now, it would simply be $3 million or $5 million. Edlain Rodriguez – Broadpoint Gleacher: Okay, thank you.

You have a follow-up question from the line of David Silver with Bank of America/Merrill Lynch. Please proceed, sir. David Silver – Bank of America/Merrill Lynch: I was just going to ask, Steve, if you would mind commenting or giving us your perspective on an aspect of yesterday's announcement with Yara, in that I listened to the Yara webcast and there were several interesting things about it. One, I would say is that they were obviously willing to pay a much higher price and to fund it in a way that cost them some goodwill with their shareholders et cetera. And I was struck by the fact that they cited a lower synergy total than CF cited when you were engaged with Terra. And I was wondering, you know, as someone who has spent decades in the nitrogen industry and knows the markets very well and probably knows Yara very well, what is it in your opinion that they saw that wanted them to pay a significantly higher price for a target when CF, with the geographic and product overlap, probably had a greater synergy opportunities at the same time?

Well, David, I have two responses to that. First of all, I think that was a question best asked of Yara, not of us. But secondly, you know, I made the comment earlier that we are digesting this news, and are not in a position to comment on it this morning. David Silver – Bank of America/Merrill Lynch: Okay, thanks a lot.

Your next question comes from the line of Lequis Marzo [ph] with J. P. Morgan. Please proceed, sir. Sam Sibal – J. P. Morgan:

Sam, we are not going to comment on the Yara-Terra transaction. Sam Sibal – J. P. Morgan: Okay. So, you know, if you didn't get a last look, was it more of a situation about having to pay to play, kind of like with the CF-Agrium situation?

Sam, we are not going to comment on the Yara-Terra announcement. Sam Sibal – J. P. Morgan: All right, thank you.

Your next question comes from the line of Zach Schreiber with Duquesne Capital. Please proceed. Zach Schreiber – Duquesne Capital: Yes, it is Zach Schreiber from Duquesne. Just a quick question. You guys were pretty clear – we are large holders of CF. You were pretty clear a few weeks ago that the price that it would have taken to get a Terra deal done was a price that would have made the transaction dilutive to CF’s long-term shareholders. Has anything changed in the world to make that statement no longer true. I don't understand why you can't be more definitive that you are not going to – that this whole thing is over from your perspective and why you are leaving the door open, even a tiny little bit. Is this thing over, or is it not over? You guys basically said it was over a couple of weeks ago and now we get a little bit remorseful that she slipped away. Can you just sort of clarify what has changed, has anything from a long-time value perspective, if the deal didn't make sense to its reason or whatever it was, why would it make sense today? Thank you.

Zach, we are not going to comment on the Yara-Terra announcement.

With no further questions in the queue, I would now like to turn the call back over to Mr. Huch for closing remarks. You may proceed, sir.

Thanks, Eva. I would just like to thank everybody for joining today’s call, and invite you to contact me with any follow-up questions.

Thank you for your participation in today's conference. This concludes the presentation. You may now disconnect. Have a great day.