Good morning, ladies and gentlemen, and welcome to the Mosaic Company's fiscal 2009 fourth quarter Earnings Call. At this time, all participants have been placed in a listen-only mode. The floor will be open for questions following today's presentation. Your host for today's call is Christine Battist, Director of Investor Relations of the Mosaic Company. Please proceed, Christine.

Thank you, Heather. Welcome to Mosaic's fiscal 2009 fourth quarter earnings conference call. Joining us for the call this morning are Jim Prokopanko, President and Chief Executive Officer; Larry Stranghoener, Executive Vice President and Chief Financial Officer, and other members of the Mosaic senior leadership team. We will be using presentation slides during the conference call today. You may view the slides simultaneously with the audio webcast. The slides are available on our website and may enhance our discussion, but are not a requirement for the call. If you unable to download the slides, please contact me after the call, and I'll send them to you. We will be making forward-looking statements during this conference call. The statements include, but aren't limited to statements about future financial and operating results. They're based upon management's beliefs and expectations as of today's date, July 23, 2009, and are subject to significant risks and uncertainties. Actual results may differ materially from those projected in the forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is included in our press release issued yesterday in our reports filed with the Securities and Exchange Commission. This call is the property of Mosaic. Any distribution, transmission, broadcast or rebroadcast in any form without the expressed written consent of Mosaic is prohibited. Now I'll turn the call to Larry.

Thank you, Christine, good morning, and thank you all for joining us. We know this is a very busy week for all of you, and we'll be efficient with your time this morning. We have completed a challenging and unprecedented year; one, which began with great moment shifted to a period of weak demand and declining prices before ending with encouraging signs of recovery. Through it all, we maintain focus on our strategic priorities, posted record net earnings, and notably strengthened our balance sheet; emerging as a stronger competitor at the end of the year. In a moment, Jim, will review our competitive position, our strategic direction, and the positive long-term outlook for Mosaic in the crop nutrient sector. I will first review highlights of fourth quarter results, and provide guidance for fiscal 2010. Turning to business unit results, as summarized on slide five, our Potash segment delivered healthy profits despite significant production cuts. Though we sold only 650,000 tonnes during the fourth quarter, our gross margin was 57%, producing operating earnings of nearly $200 million. This is a great business for us, and we remain committed to our expansion plans. Our average MOP selling price was $540 per tonne. A decrease of $25 from our third quarter results, but significantly above year-ago levels. Our Phosphates segment posted improved results from the third the quarter, and is demonstrating improving those still low margins now that DAP selling prices have recalibrated and higher costs, finished goods, and raw materials have begun flushing through our system. The average DAP selling price for the quarter was $345 per tonne, compared with $754 a year-ago and $413 last quarter. Phosphates posted modest operating earnings compared with the same period last year. Gross margins turned positive this quarter and were 4% of net sales, up…

Thank you, Larry. Good day, and thank you all for joining us this morning. Fiscal 2009 severely tested Mosaic's strength and resilience. We met and passed the test. We effectively managed the variables in the business that were within management's control. We aligned our production with lower demand, we sold Saskferco a non-core business at an attractive price. We scrutinized costs and focused on production efficiencies. We remained engaged with our customers as they too operated on a highly volatile market environment. Most importantly, we continue to execute our strategy of growing our Potash business, strengthening and growing the value of our Phosphate businesses, aligning our distribution network with North American production units, investing in our people, and building a culture of operational excellence and innovation. We accomplished all of this while further building our financial strength and ending the year with $2.7 billion of cash in the bank. I'm proud of all that the Mosaic team has achieved to-date. I'd like to highlight key points of Mosaic's strategic plan and why we are on the right course. Though many companies have been forced to postpone expansion plans for the foreseeable future, Mosaic is executing on high return growth opportunities. Nowhere is the potential greater than in Potash. Despite near term uncertainties, the long-term Potash outlook remains highly attractive due to robust demand prospects as well as the time and cost required to develop the new capacity to meet demand growth. Established players like Mosaic have a distinct advantage over potential start-ups in the Potash industry. For example, Mosaic owns enough mineral reserves to run our Saskatchewan mines for the next 100 years. We can develop new Brownfield capacity at a substantially lower cost than Greenfield projects. Indeed, we are now executing a multi-billion dollar, multi-phased expansion plan at our…

(Operator Instructions). Your first question is from the line of Don Carson with UBS. Please proceed.

Jim you made reference to, you know, falling orange soy prices. I have a couple of specific questions on that. One was soybeans coming down, the $9 range. We've got roughly $8 breakeven costs from [Montrose] farmers, and any concern about what that might do to Brazilian demand over the next few months? Just wondering what, you know, you can comment on what demand you're seeing out of Brazil on both Potash and Phosphate right now? Just one follow-up on that, and I guess you know, the one surprise, obviously the market thought that a late planting and reducing fertilizer use would have a negative effect on yields, and obviously why they returned favorable, there's a talk in house maybe of record yield just wondering what the implication is for a rebound and consumption in the U.S. market next year?

Two questions, then about Brazil and then what we, just some color on the size of the North American crop and given the nutrient reduction. We're seeing, yes a reduction in the commodity grain and oil seed prices, but that is not impacted planting intentions as far as we see in Brazil, and the fact looking at a 5% increase in acreage and planted bean acres in Brazil, we still see the economics as favorable for both North American and the Brazilian farmers. That is being translated into steady buying activity by Brazilian farmers and optimism by Brazilian dealers. We are looking, to something more like normalized demand in Brazil for their coming planting season, this September and October. The question on what happened, this year with, with what is appearing to be projections for a bumper crop? We've all seen the numbers, there's more corn acres than might first have been thought planted. Second there is, some reports of an above trend line yields and some as high as 160 bushels an acre. What explains that is weather. To grow crop you need good seed, you need crop nutrition, you need sunshine, you need good moisture. They've had great seed, they've got good weather. Although started late, it's recovered well. I think that's testament to the quality of some of the new seed varieties that are being planted, some better farming practices by farmers, and in the case of the reduced crop nutrients, many of these soils had positive balances of nutrients going into the year. It was possible with the right growing conditions that the, there was going to be a good crop. That’s in fact what has happened. That said understand that with, we get a corn crop of 160 bushel per acre corn crop that will have taken off a lot of nutrients. That has to be recharged. In the case of Potash and Phosphate, this just doesn't fall from the sky. Whatever is removed has to be replaced. They will have really extracted a lot of Potash and Phosphate from the soils and throughout North America this year.

I would just add one thing, Don, this crop isn't in the bin, yet. There is more growing to go. There has to be a harvest, can't have an early frost, so there is, we're not across the finish line just yet, but it's looking like a great crop.

Your next question is from the line of Steve Burn with Banc of America/Merrill Lynch. Please proceed.

Jim, was your distribution business in Brazil and your wholesale shipments to other distributors down there, do you see a clearing price, already, in Brazil? Or do you think that it's likely to come out within the next few days or next few weeks? What's your forecast there? Banc of America/Merrill Lynch: Jim, was your distribution business in Brazil and your wholesale shipments to other distributors down there, do you see a clearing price, already, in Brazil? Or do you think that it's likely to come out within the next few days or next few weeks? What's your forecast there?

I'm going to ask our Commercial VP, Rick McLellan who will receive the Brazilian International operations to comment, and the question, as I understood it was what is the clearing price to the farmers in Latin America and Brazil, in the case of Potash?

Steve, were you asking on Potash? Can we clarify that?

Yes, I was talking about Potash. Banc of America/Merrill Lynch: Yes, I was talking about Potash.

On import or on the, at the farmer level?

I was really thinking more at the import level, relative to the contract price with India. Do we have something that is relative to that? Banc of America/Merrill Lynch: I was really thinking more at the import level, relative to the contract price with India. Do we have something that is relative to that?

I think one, the India agreement was just cleared this morning. And so, in the next, in the next few weeks, we'll get clarified clearing price for Potash into Brazil.

Rick, are there shipments of Potash on the water, on their way to Brazil, and has some of it even moved into the channel, but just not yet been priced? Banc of America/Merrill Lynch: Rick, are there shipments of Potash on the water, on their way to Brazil, and has some of it even moved into the channel, but just not yet been priced?

I don't know about pricing, about unpriced shipments, but there has been product move, and if you think about how far they have to where the farmers have to plant. Here we are near the end of July. A large amount of product has to move to restock, to be ready for farmers to use it in October.

Rick, can you just comment on your discussions with your corn belt of customers? How would you characterize those discussions now? Are they showing interest in restocking and are they seeing any interest from their customers, the growers to prepay for the fall? Banc of America/Merrill Lynch: Rick, can you just comment on your discussions with your corn belt of customers? How would you characterize those discussions now? Are they showing interest in restocking and are they seeing any interest from their customers, the growers to prepay for the fall?

I think you've raised a very good question. One, our customers are facing their customers who've seen the decrease in grain prices in the last 30 days and that's caused everyone to pause for a moment. As late at yesterday, in discussions with our customers, they clearly are still expecting a very, a very good fall season because of the futures prices that we're looking at for next year's crop.

Your next question is from the line of Robert Koort with Goldman Sachs. Please proceed.

This is Louisa Herman in for Rob Koort. My first question is just on margins. I know that you didn't give any outlook for Potash volumes or selling prices, but you said you anticipate that margins while they're expected to decline, they're going to remain attractive. Can you just give a little bit more color on that?

We're anticipating a decline and as we're seeing these sales booked in India, and soon expect similar in Brazil, they'll decline from what we experienced this past quarter. At those, even at those levels, we have a very good margin in this business. In terms of being attractive, they are attractive to, versus this time last year. They are attractive versus our cost of production. Potash remains a very good business even at these prices.

If you guys could provide us with anymore color on your talks with Cargill?

There isn't many talks with Cargill. There's we've been very happy with them as an investor, and I've got to believe they are very happy with us as an investment. And beyond that there has been no other kind of discussions.

Your next question is from the line of Vincent Andrews with Morgan Stanley, please proceed.

It's Megan Davis in for Vincent. I just had a couple of quick questions. First, if you could comment on how do you think China is going to play out in terms of Potash negotiation, and also what you're seeing at the retail level in the U.S in terms of rate for both Phosphate and Potash?

I'm sorry; I barely was able to hear your name. I heard the first question about China and the second question, if you can speak up on that one.

Sorry about that, it's Megan Davis. The second question was U.S. retail inventory levels for Phosphate and Potash.

I'll answer the China question; Rick will answer the U.S. phosphate inventory level question. China will buy when China chooses to buy on its Potash. I think there should be a motivating factor. Now that India has booked, they've got more evidence of what the global price of Potash is. I suppose at the extreme, China might not buy this year and might struggle to get to the end of the calendar year and start negotiating for next. However, I think their stocks are getting lower by the day. It's all a matter of time. I don't think it's a matter of volume. If they don't buy now, they're going to have to buy more next year. I think anywhere from the next couple weeks to the next couple months, we should have China back in the Potash market. It's going to be their call when that happens and don't have anymore intelligence about when that might be. Rick, if you would just comment on U.S. phosphate inventories.

At the dealer level, we've seen we've been talking with our customers, we see both Phosphate and Potash inventories being drawn down to lower levels.

Lower than normal for this time of year?

Yes.

Can you explain Potash cogs per tonne? This quarter, it seemed a little bit lower than we would have thought?

Larry, our CFO will take that question.

Potash costs per tonne was lower than in the prior quarter. It was a function, in large part of Canadian resource taxes being lower. It was also a function of unrealized mark-to-market gains we realized in the fourth quarter and of course that number jumps around from plus to minus from quarter-to-quarter.

Would we expect them to go up to a higher level next quarter?

It's possible that cost per tonne would increase in the first quarter of fiscal 2010. Production rates continue to be low creating a continuing fixed cost absorption issue for us, so costs per tonne are higher than normal. Ultimate costs will depend on swing factors such as our resource tax accruals, as well as any mark-to-market gains or losses.

Your next question comes from the line of PJ Juvekar with Citi, please proceed.

PJ. You referenced the Canpotex contract to India. Can you specify again the volume to India this year, and can you refresh our memory as to your shipments last year? Did Canpotex gain or lose share year-over-year?

Yes, we’ve announced this morning, Canpotex is 850,000 tonne shipment. There is option to go upwards about 20% from there. That will take us, if they go to the maximum amount, a million tonnes. Last year it was approximately 1.2 million or 1.25 million tonnes that we shipped to India. Understand, last year's contract was sometime around April. This is much lower, smaller period of time, and so this is for shipments between now and end of March next year. It's down a little bit. I don't think we've lost much market share, if any. I think it's just over a congested period of time, number one. Number two, there's some concerns about the monsoon for the [Roby] season in India this year. It's not a 100% normal monsoon, it’s a little less, but it’s still a good monsoon.

One of your competitors talked about North American Potash applications being down around 40% for the fertilizer year. When you talk about a Potash demand recovery for 2010, I know you haven't given specific guidance, but can you give a rough estimate or a range in terms of how you think volumes will bounce back? Do you see it returning into 2008 a decent baseline?

I think there is two components there. There is the farmer use and the pipeline restocking. So we saw a farmer use that's you know, and maybe, maybe as high as that 40%. That seems a little high, so that's one component. I think it'll get depending on grain prices, of course, but I think we're going to come closer to back to normal rates for the coming year. And the pipeline is very much destocked. We've got to recharge that. Shipments last year were down about 50% or just over, something like 53% from the prior year. You've got those two things and they confuse one another and people it's hard to get a clear picture. Farmer use, and dealer purchasing, and we think the, certainly the farmer use will get up there and call it normalized dealer stocking.

Jim, I would just add that we would not look for anything close to normal selling levels in the first quarter of this fiscal year, but perhaps by the second half of the year, maybe even the final three quarters of the year, we'd be closer to normal levels.

In normal levels, that would be five-year average or 2008, or what's the best kind of benchmark to think about?

Yes, I think closer to those kinds of levels posted in ’06, ’07, ’08.

Your next question comes from the line of Jeff Zekauskas with JPMorgan. Please proceed.

Just a couple of quick questions, you said that you're Potash capacity would be 17 million tonnes by 2020, what will it be by 2012?

Good question that we don't have a crisp answer for you. We’ll have, begin having some of our and can get back to you with a 2012 number. We'll have some current capital expansion projects coming online, as well as we'll have a reversion of the 1.3 million tonnes of tolling agreement. Now call our projection capacity just over 10 million tonnes. We'll get back to you, but I think it's going to be north of 12, 12.5 million tonnes by then.

Secondly, when you look at the, sort of the next three years, could you just compare the supply demand balances in Potash globally versus the supply demand balances in DAP. That is, which should can the better market or the tighter market and why? Will they act similarly or will they act differently? How do you assess these two markets over the next few years?

Jeff, I'm going to ask Dr. Mike Rahm to answer that question.

Without getting into too much detail, you know we see fairly limited new capacity coming on over the next two to three years. And our expectation is that we will see a resumption of growth back in the case of phosphate in that 2% to 2.5% per year range. In the case of Potash probably in that 2.5% to 3.2% per year range, and so the combination of that when we look out over the next you know, 3 to 4 yours, provides a balance to snug outlook for both of these nutrients.

Just lastly, can you talk about what is it about the phosphate market that leads to these much, much tougher margins in comparison to Potash? In Potash, there are all of these producers towards shutting down capacity whereas there doesn't seem to be the same kind of producer discipline in DAP. Is there anything that could happen to the industry overtime that change that or do you see any strategic developments that make the DAP market more resilient?

Jeff, I'll just add a comment and then Mike, Dr. Rahm, again will add some color to that. What we see with the phosphate business is, is very good margins on a through-cycle economic basis. You got components like more raw material costs in Phosphates. I think you have a little more cyclicality and ups and downs in that versus the Potash business that is, doesn't have as much added raw materials. No ammonia, no sulfur and you're not as much energy in that gas pricing that goes into it. You so have a little less variability. We see that in the phosphate, the through cycle economics are very good. In the good times it's very, very good business. We do have dips, but over that cycle, it's very good returns. On the Potash, it's been steadier; we've seen a recalibration here. Just the way the marketplaces is operated in term of limited supplies of the Potash rock and a few companies producing it, both have long lead times to bring on new capacity and both have slightly different economics, but the drivers in both cases, comes down to the world rain and commodity prices. Mike, do you want to add to that?

I don't think there's a whole lot more to add. I think in the case of Phosphate you probably have a few more moving parts. Jim mentioned the purchased raw materials required to produce that product and process the ore. I think you also have a situation where about 1/3 of the Phosphate is produced by non-integrated players. It's different from Potash in that regard. The pricing cost of those purchased raw materials tend to be very volatile and that does whipsaw the market a fair amount.

Your next question comes from the line of Michael Picken with Cleveland Research. Please proceed.

A couple questions for you. Number one, with respect to your Offshore writedowns, did that include the recent recalibration of the Potash market or should we expect next quarter to see another recalibration in light of the fact that really the Potash price didn't really crack until July.

The writedowns taken in the fourth quarter we think accurately anticipated Potash pricing that we're seeing right now.

Okay. We shouldn't expect necessarily assuming Potash prices held with these prices and another round of writedowns.

That's true. That’s correct.

With respect to your own operating rates, can you give us a feel for how much curtailments you've taken in your Potash business since the beginning of the year and where you're currently running at and then same thing for your phosphate business.

I’m going to have Joc O'Rourke who is a, his second time at one of these earnings calls with Mosaic. Joc is our Executive Vice President of Operations, and he'll respond to that.

First in Potash, over the year, we've followed obviously the demand in managing our own inventory. Over the year, I think we curtailed in Potash approximately 1.8 million tonnes as we previously stated. Right now, we're moving up to running about just a little over half capacity right now and obviously expecting that to come up with these new orders. In Phosphates, for the year, we ran a little over 60% and at this stage, with the exception of our Louisiana plant, which is in a normal shutdown turnaround, we're running at almost our full capacity rates.

In terms of kind of the last question, I had as sort of a follow-up, where do you think that globally we are right now in terms of Potash and Phosphate utilization rates around the world?

Mike do you want to address that?

Yes. I would think that in the case of Phosphate, the global industry is it probably running up into the 70% plus range. For Potash, probably closer to the 40% to 50% range.

Your next question comes from the line of Mark Connelly with Sterne, Agee. Please proceed.

Two process questions, Jim. Timing and process. Can you give us a sense of when you expect resolution on the Esterházy issue and what the process is going to look like to get that resolved? A similar question on the mineral resource issue, a different issue, but can you give us a sense of what the mile posts are going to be so that we know what to expect to hear from you over the next year or a couple of years in terms of getting the Florida mineral situation nailed down?

To the question of the tolling agreement, we have an expectation that the tolling agreement comes to an end in August of 2010. Our interpretation of the agreement and the conditions we are bound to, right now, we're having a disagreement with the other party and we're going through efforts to come to a common point of view. I think we're declaring, we're announced in or will at least in the 10-K that this is being going to the Courts for resolution. We expect we'll come to an agreement or come to a resolution in the next, before that period of time. Time will tell. I just can't I just can't say what the how this is going to play out, but it's again, I'll just reinforce that we believe August 2010, where our obligations are concluded.

Can you repeat your second question please?

I was wondering if you could sort of walk us through what your process in Florida for the mineral rights, is in terms of just the process and the milestones that we'll see along the way?

We have the next major mine permitting efforts to conclude is the South Fort Mead mine. I'm going to just let our General Counsel, Rich Mack who is leading our mine, permitting efforts add a comment. That's something we anticipate to have wrapped up early in the new calendar year. We are now before the Army Corp of engineers getting the application and permits completed there and that's well underway, going well, good relations wit the or good communications with the Army Corps. I'll just ask rich now to add some more comments and other permits and what some of those mile posts might be.

Sure. Thanks Jim, and thanks for question, Mark. We've made significant progress in the past year to year and a half really by just stepping up our efforts with respect to our permitting activities in Florida. We're focusing at all levels; we’re focusing at the County level, at the State level, and at the Federal level. We certainly understand that we need to be a good community neighbor to take advantage of the great assets that we have in the state of Florida. Right now, other than our South Fort Mead permit, we really have cleared the decks for the next few years in terms of any of our major permits. So we recently went through a comprehensive strategy in terms of how we're going to go about obtaining the various approvals that we need. Of course, we're working very closely with the local county governments, state officials and federal officials to ensure that our story is heard. We're very happy on that front, Mark.

If all goes well, early next calendar year, we'll have some clarity.

Yes. It's an ongoing; we're always going to have various permits that come up for approval. It's not like there is a one threshold event that you are looking for. Each year or every other year year, there's going to be an incremental approval or permit that is necessary. And what we're looking at is the long-term here and making sure that we have the right processes in place to ensure that we timely receive the approvals and on terms that are acceptable to Mosaic.

Mark, I'd just add for completeness, we have approximately 35 years of proven and probable reserves available, in the Florida area. We normally have six to seven years of permitted lands, and so we're in that six year kind of range of permitted mines still to work through.

Your next question is from the line of Mark Gully with Soleil Securities. Please proceed.

I got a couple of questions, if I may. One with respect to the capacity expansion plans, which you reiterated today. I remain a little bit confused as to with low operating rates still currently, you haven’t elected to take at least a partial deferral or push out of those capacity expansion plans, is your strategy to preempt new players? Or perhaps can you elaborate on your capacity expansion strategy, please?

Mark, these Potash expansions are very long-term undertakings. For us to expand with the capital projects we’ve talked about five million tonnes, it's going to take us ten years. That's going with considerable urgencies to bring those on. To moderate that kind of capital expansion plan based on seasonal variations, we'd never get anything built. In the next good season we have, you just can't go and say let's bring on another million tonnes, that could take you four or five years. The five million tonnes that we have planned and have much of the work underway, that's going to come on in approximate 500,000 tonne bites in the next ten years. We are confident about the long-term fundamentals of this business, it's going to be cyclical, there's going to be great seasons, there is going to be seasons where we can't meet demand. There is going to be seasons where we're going to have more capacity than there might be demand for, but you’ve got to get these things started due to the long-term extended nature of these capital projects.

I’ve got a second question for one of your leaders that deals with the distribution channel in the U.S. on Potash. Do you have any idea whether or not the lower prices that we're talking about today will trigger some lower cost to market writedowns on the part of the distribution chain, the kind of writedowns that really pressured your channel partners last year on Phosphates? Do they face the same thing this year on Potash?

The moderating factor this year is there's much less inventory in the distribution network. Producers should have costs. The inventories valued at cost, which we're nowhere near that. The whole distribution wholesale network has been very cautious about restocking. I'm not sure where they've taken their costs down to or what kind of adjustments they’ve made on the inventory. If there is any, it's going to be on much, much less inventory in those warehouses.

That's helpful. Third and final question is, how should I think about price leadership in the Potash industry globally? It appears as [sold in that] maybe ICL have led the prices down here to the 460 level. How shall I think about the role that Canpotex and BPC play in price leadership if the small players are the ones that seem to be moving the price?

Mark, you should think about it as this is a very efficient market that we're in. The market works. Buyers and sellers, supply and demand all come together. Market leadership, I'm not sure what that term means. There is a lot of competitors, I don’t know from one day to the other what their motivations are, you can anticipate, but it’s the market that sets that and all the drivers that go with it. The energy prices, commodity prices, trade flows, and that's about all I can say.

Thank you.

With that, we're going to conclude our Q&A session today. I'd like to remind you that we continue to have a great deal of confidence in the long-term outlook for this business. The need to produce more food has not abated. The world is not getting less hungry, even during these times of economic stress. Mosaic is playing a significant role in this cause and is best positioned to create value for our shareholders and customers for years to come. Thank you and have a safe day.

Ladies and gentlemen, thank you for your participation in today's conference. This concludes the presentation. You may now disconnect. Have a great day.