Terry Huch – Senior Director of Investor Relations and Corporate Communications Stephen R. Wilson – Chairman and Chief Executive Officer Tony Nocchiero – Senior Vice President and Chief Financial Officer

Mark Connelly - Stern Agee Steve Byrne - BofA Merrill Lynch David Silver - UBS Edlain Rodriguez - Broadpoint AmTech [Louisa Herman] for Robert Koort - Goldman Sachs Michael Picken - Cleveland Research Company

Good morning and thanks for joining us on this conference call for CF Industries Holdings, Inc. I’m 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.

Yesterday afternoon CF Industries Holdings, Inc. reported its third quarter 2009 results.

The purpose of today’s conference call is to discuss our financial performance for the quarter as well as our outlook for upcoming periods. We are not going to comment or take questions about our proposal for Terra or Agrium’s offer for CF.

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 within the meaning of Federal Securities Laws. All statements in the release and oral statements on this call or other discussions other than those relating to historical information or current condition 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 Chief Executive Officer.

Thanks Terry and thank you all for joining us this morning. First I’d like to take this opportunity to welcome Terry to our team.

Many of you have had a chance to interact with Terry in the last few weeks, and I’m sure those of you who haven’t had that opportunity will have that opportunity in the next weeks ahead. Yesterday afternoon CF Industries reported third quarter 2009 net earnings of $38.5 million or $0.78 per diluted share, down from $47.1 million or $0.82 per share in the third quarter 2008.

Results included the effects of mark-to-market gains on our natural gas derivatives, expenses related to ongoing M&A activity and development costs related to our Peru project. Tony will detail these for you later in the call.

Results last year were impacted by large losses from mark-to-market adjustments, which obviously didn’t repeat this year. We’re pleased with the performance that the CF Industries team turned in this quarter.

The third quarter is traditionally the lowest volume quarter for the fertilizer industry in North America and Europe, yet we were able to accomplish a great deal. Despite weak domestic fertilizer demand, we achieved total sales volume that was within 5,000 tons of our volume in the third quarter of 2008.

This is a direct result of the nimbleness and flexibility that we have built into our production assets, our relationships and the capabilities of our people. We have a unique relationship with our key trade partner that allows us to capitalize on opportunities to ship phosphates to a number of markets, both large and small, around the globe.

We believe that our enhanced international marketing capabilities help us realize stronger margins on these exports than we otherwise would be able to achieve. We’re the only domestic nitrogen producer to export UAN offshore in recent years, which is possible because of our location and our facilities in Donaldsonville.

Our export of urea in the quarter is symbolic of our capabilities to access the best margin opportunities, regardless of where they are found. It’s also indicative of the inherent competitiveness of our nitrogen assets.

And we exported over 150,000 tons of phosphates as an alternative to selling into a weak domestic market. In total we exported over 287,000 tons of fertilizer, which is the largest export volume for the third quarter in CF Industries history as a public company.

And we shipped those exports to four different continents. South America continues to be a strong market for us in both nitrogen and phosphates.

In the third quarter, we shipped products from the U.S. to Brazil, Argentina, Colombia, Ecuador and Peru.

As you know we’re planning to make South America an even more important part of our future through our proposed nitrogen complex in Peru. Earlier this month we took the next major step in that project.

In a ceremony at the national palace in Lima, attended by President Alan Garcia, I signed a long term agreement for the supply of natural gas. By early first quarter 2010 we expect to complete our feed study and the environmental impact assessment and be in a position to make a final decision on the project.

Another area in which we have taken the right tack is in our approach to forward sales. We maintained the shift and focus implemented in the second quarter to deemphasize sales under the pricing program, which enabled us to benefit from increased exposure to spot market prices for natural gas.

We continue to offer product through the FPP at prices that reflect our future expectation for nitrogen prices and margins, but we haven’t found much recent customer interest in committing at those prices. There are divergent views about how natural gas prices will unfold over the next year.

I’ll only say that we’re not rushing out to fix future natural gas purchases at the forward curve we see today unless we compare those purchases with product sales at attractive margins. Again this quarter we made disciplined production and inventory decisions.

We were equipped to reduce operating rates on our phosphate operations in July. We believe our inventories for both phosphate and nitrogen products are appropriate considering the uncertainty around prior behavior this fall.

In general, domestic distributors and retailers have been hesitant to restock their inventories. Our view is that nitrogen and phosphate prices are unlikely to go much lower in the near term and that UAN prices in particular are likely to rise.

But many customers have painful memories of inventory write-downs they took last winter as fertilizer prices were falling. So while we wait for the domestic market to find its direction, we’ll continue to be interested in export opportunities.

Nitrogen price movements have varied widely by product during the third quarter. Global ammonia prices rebounded nicely from recent lows, although this rebound was not entirely reflected in the Midwest and Canada due to high inventories.

Global industry prices for urea rose early in the quarter, but then retreated to finish the quarter below June levels. UAN traded considerably lower at prices that were significantly below nitrogen parity pricing with urea.

Although we’re confident the UAN price eventually will normalize relative to urea, the current situation again proves the value of offering all three nitrogen fertilizer products and of our ability to shift some of our Donaldsonville production between UAN and urea. Despite these tough market conditions, our Nitrogen segment volume declined by only 3%.

Volume in our Phosphate segment rose by 9% because of the sale of purchased potash. In total, we sold 1.7 million tons of fertilizer and achieved net sales of $430 million.

Sales revenue was down 58% from the year earlier quarter due to weaker pricing for all products. You’ll recall that prices were at historically high levels in the third quarter of 2008 although they had started to fall by the end of that quarter.

While making price comparisons to competitors is difficult due to freight and other factors, we have reported higher average prices for the third quarter than any of our public company competitors who have reported to date for ammonia, UAN and DAP. At this point I’ll turn the call over to Tony to review our financial performance in more detail and I’ll come back later to discuss our outlook for agricultural and fertilizer markets.

Thanks Steve and good morning everyone. As Steve pointed out, CF Industries third quarter net earnings were $38.5 million or $0.78 per diluted share compared to $47.1 million or $0.82 per share in the third quarter of 2008.

Third quarter results included $1.9 million in non-cash pretax gains or $0.02 per share after tax from mark-to-market adjustments on natural gas derivatives. In last year’s third quarter, negative mark-to-market adjustments reduced pretax earnings by $251 million or $2.88 per share.

Third quarter results also included pretax cost of $18.7 million or $0.21 per share after tax related to our proposed business combination with Terra and to our response to Agrium’s proposal, as well as Peru project development costs. In the year earlier quarter we had expenses of less than $1 million related to the Peru project.

Net sales of $430 million included nitrogen sales of $276 million and phosphate sales of $154 million, which were down 54% and 63% respectively due to lower prices in the third quarter of 2009 compared to the third quarter of 2008. To put that in perspective, our average selling price for urea in the quarter was $260 per ton compared to almost $600 last year.

For DAP our average price was $281 per ton in the quarter compared to $943 last year. Gross margin was $124 million, up 3% from the year earlier quarter.

But bear in mind that the gross margin in last year’s quarter was affected by the negative mark-to-market adjustments. Nitrogen segment gross margin of $102 million was 37% of sales.

Phosphate segment gross margin of $22 million was 14% of sales. Setting aside potash sales, gross margin in the Phosphate segment would have been a little better at 17%.

For the Nitrogen segment sales under the FPP accounted for 36% of volume compared to 75% in the year earlier quarter. For Phosphate, FPP sales represented 12% of segment volume, down from 52% in the third quarter of 2008.

As the press release mentioned, remaining bookings under the FPP for 2009 and 2010 were 700,000 tons at quarter end compared to 2.6 million tons at the same point last year. As FPP bookings have come down, so has our amount of fixed price natural gas.

The average price of natural gas at Henry Hub in the third quarter of 2009 declined to $3.15 per million BTU’s from $9.02 per million BTU’s in the year earlier quarter. At AECO the average price of natural gas declined in the third quarter of 2009 to $2.68 per million BTU’s from $7.56 per million BTU’s in the third quarter of 2008.

SG&A expenses in the quarter were $15.1 million compared to $16.7 million in the year earlier quarter, primarily because of lower incentive compensation. Other operating expenses of $19.1 million included $15.5 million for Peru development costs and $3.2 million for ongoing business combination activity.

Cash flow from operating activities was $83 million compared to $97 million in the year earlier quarter. Cash inflows from customer advances were a modest for the third quarter at $52 million, which is consistent with what we have said about our FPP strategy.

At September 30, 2009, the company’s cash, cash equivalents and short term investments totaled $703 million, which is down about $218 million from our balance at June 30. The decline was due primarily to our $247 million investment in shares of Terra.

In addition to our cash equivalents, short term investments and investment in Terra stock, we hold about $140 million in auction rate securities. All together our cash and investments totaled more than $1 billion.

So in summary, we produced solid results in a quarter in which our business environment required us to navigate skillfully and we continued to benefit from a strong financial position. Steve?

Thanks Tony. I’d like to spend a few minutes on our thinking for agriculture and fertilizer markets over the upcoming months.

In the near term, there will continue to be a lot of focus on the weather and the Corn Belt. As you know, cold, wet weather delayed planting in the spring, setting the stage for a later than normal harvest.

Cold, wet fall weather now has farmers preoccupied with completing the harvest before turning their attention to decisions around fertilizer application. Corn yields appear likely to disappoint relative to the extremely high expectation that the USDA outlined in its last report and there’s no question that this has provided support to corn prices.

We think that means that we’re headed for a strong spring planting season, with crop economics that support full application of our products. However, the window available for fall application will be shortened by the late harvest.

The season could still be reasonably good if the Midwest doesn’t freeze early, but the chances of a very strong fall seemed to have passed us by. Direct application ammonia is starting to move in a few spots, but it will have to wait in areas where the crop is still in the field.

We can’t be sure how much will get done before the ground freezes, but it will probably be less than we would like to see. Should it become clear that we won’t have a normal fall ammonia season, farmers will start lining up alternatives.

Over the last week, we’ve seen increased interest in UAN reflected in both volume booked and pricing. Again, our strength in all three key nitrogen products means that we’ll be there for our customers, regardless of which product they favor.

The fall is also an important season for phosphates in preparation for the upcoming spring planting. Some customers are taking a wait and see attitude on phosphates for now, but over time there’s no doubt that farmers will need to replenish the phosphate in the soil.

That should lead to more normal domestic demand for DAP and MAP. But until we reach that point, we at CF Industries are likely to be attracted by export opportunities.

We remain optimistic that global demand for coarse grains will continue to be strong and that higher yields will be required to meet demand in coming years. This company is well positioned to take full advantage of that growth trend.

With that, we’ll open the call to your questions about our third quarter performance and outlook. Stacy, please explain the Q&A procedure.

The first question is about profitability of the U.S. versus non-U.S.

phosphate. I don’t really want to talk about the short term.

I mean obviously it’s a tough market no matter where you’re selling and you’re taking advantage of that in what I think is a very good way. But as you think about you know a year out or two years out as that business normalizes, you’ve said that you want to keep those channels open without short-changing your domestic customers.

I was surprised by how long the list was of countries where you’ve sold phosphate and so I’m just trying to get a sense of you know your longer term view of the relative profitability of shipping offshore.

That’s a difficult question because it’s a dynamic marketplace and certainly even the chain is dynamic because we have some producers in parts of the world that don’t produce on a continuous basis because of their cost profile. We are I think flexible enough to recognize opportunities where they occur and redirect product as it seems appropriate.

We want, you know as I mentioned last quarter, we want relationships in many of these countries. And while we have moved product to a lot of countries, some of the volumes are relatively modest and that’s fine with us.

We see niches that we can exploit and we’ll continue to do that. In the short run, even though your question was a longer run question, I don’t think we’ve disappointed domestic customers because the demand certainly isn’t there.

And our core market is likely to continue to be North America. As far as you know as we’re concerned, we really don’t try to predict where the sweet spot’s going to be.

We just want to be ready to take advantage of it when it shows up.

And just a quick question on your outlook for sulfur, you know we’ve obviously seen crude move up an awful lot but we haven’t seen sulfur move up. Just wondering what your outlook is for the next say 6 or 12 months.

Well we haven’t settled yet for the fourth quarter. We’re expecting something in the $10 range as far as an increase in sulfur costs.

Beyond that there’s probably more upside in the pipeline, but we don’t see that being anything to give us heartburn compared to what we experienced in 2008.

Steve, how would you compare your spot margins for each of your products right now on an incremental sale relative to average gross margins in the third quarter?

Steve, we’re not going to comment on our specific pieces of business going on today. This call is about the third quarter.

You know the market is a good market for us. All of our products are profitable based upon our cost profile.

Spot prices have moved recently, particularly for UAN. We’ve seen you know $10, $20 a ton increases in UAN.

We think the momentum there is positive and of course our cost profile on a global basis is pretty good compared to where it was a few years ago. Obviously we’re not where we were a year ago and we’re not where we were back in the second quarter when we had that big forward book that had provided us some buffer in a declining price environment.

But we’re very comfortable with the economics of our business right now.

Speaking of your forward book, what you’ve sold forward in the third quarter was far less than what you had as an FPP position at the end of the second. Do I assume from that that you have some forward sales going back in the second quarter that you could realize maybe next spring?

I’m not sure I understand your question. You know our forward order book right now is a modest 700,000 tons.

That’s a reflection of where we stood at the end of the quarter and what’s rolled out on schedule. We have basically a forward order book that’s pretty much focused on nearby months.

Well that’s the question then. Because you had 800,000 tons at the end of the second quarter and you sold a little over 400,000 in the third in your FPP, so there’s still more to come from you know what you booked forward during the second quarter at what were much better prices.

That’s the question.

Well I don’t have the exact profile of our order book and we do this transaction by transaction. We’re very comfortable with the orders that we’ve booked under FPP.

You said that UAN bookings picked up in the last week. Is it fair to assume that you would expect a recovery of U.S.

prices to recover that freight premium that has historically been there versus maybe imported product from the Black Sea?

You know with respect to imported product, there’s been a significant shortfall of imports coming into this market in the last couple of quarters. So we see the market set up in such a way that it has to attract product between now and the spring.

The fact that we are having the weather pattern that we’re having, if that were to lead and I’m not predicting that it will, but if it were to lead to a reduced application of ammonia it sets up the spring really well for UAN. UAN is a very attractive product for us.

It’s been in the doldrums domestically recently but we see it poised for recovery.

I was hoping you could maybe give us some perspective on the Peru project as you see it at this point. And in particular maybe two or three things.

First of all, do you have a sense of additional expenses you may incur between now and the time that you’re prepared to make a final decision? And then also could you give us your sense, or maybe Tony can give us his sense of prospects for project financing?

And lastly, maybe your thoughts on whether this is a 100% CF owned project or whether local partners or other people with ownership makes the most sense for you here. Thank you.

Okay, I got all three of those David and if you don’t mind I’m going to take the third one and then I’ll turn the other two over to Tony. With respect to partnership, our view on the project is that these are complex projects, they are difficult to put together and we’ve been very comfortable and in fact we’ve desired being in the position of orchestrating the development of the project ourselves.

But from the outset we’ve had an open mind to bringing in partners be they local partners or otherwise. And we are certainly open to that at the appropriate time in the development process.

We would prefer to not go down that path until we have clear definition of the project structure, the cost, the financing and so forth, at which time we may determine that it’s in our best interest to bring in a partner. But we haven’t gotten to that decision point yet.

We’re estimating we’ll spend about $10 or $11 million in the fourth quarter on additional project costs related to Peru development.

And the other question was on project financing.

Yes, we’ve been working on project financing for about six months now. I think we’ve talked about this in the past.

We expect a substantial amount of the financing to come from export credit agency type financing. We’re in the process of putting a memo together to get a better feeling from the banks about what their commitments to this project would be.

But we’ve been in all the markets in Asia, Europe, and certainly in North America and we have a good sense for where the financing could come from. We expect right now that we’ll be able to finance roughly 50% of the project using project finance debt and we’re confident that that process is on track.

I wanted to ask you a question on the marketing side and this would be more of a general question. You know you cited the poor demand and the unusually low pricing for UAN, both on an absolute and a relative basis.

And you know I’ll just stick with UAN but I guess it applies to the other products as well, but UAN to me is a product that frequently sits in tanks in the Midwest for quite a while. And anybody that’s looking at the natural gas strip has to assume that the unusually low or the very low gas costs you enjoyed in the last quarter are not predicted to remain at those levels.

So I’m just asking you as someone who’s watched you know the buying side of this or the marketing side of this over a couple of decades but wouldn’t dealers take advantage of today’s UAN market to fill up their tanks basically, you know relative to kind of just waiting for a market that I think you believe, based on your FPP strategy you know will not remain at these levels?

Good question, David, and I guess a candid answer is we think they probably should take advantage of the situation today and lay in some product. Obviously we always know on a regular basis the price at which they would take product and we will move product at prices that we find acceptable.

And we had a situation recently where we found offshore opportunities that are superior to the domestic opportunities. One of these days we think that demand will pick up and it’s really a question of when and when all the factors come together that are necessary to make those decisions.

What’s the calendar? How much time is left between now and usage?

What is going to be the ultimate mix between nitrogen products and what is it that the farmer’s going to need the most of compared to his supply situation right now? So I don’t see any reason why they shouldn’t be buying but they aren’t right now.

The best explanation I have is that last year’s wounds haven’t healed yet.

This is on UAN prices. What in fact do you believe that the low cost capacity in Trinidad is having on prices and on buyers’ psychology in the near term?

Well, as I understand it that capacity is not yet physically in the market but I think commercially it’s been in the market for quite a while because it’s a project that’s been visible. The fact that we had a slow influx of imports suggests I guess that buyers are not worried about getting their supply.

But you can get so far behind at some point that it’s impossible to make up for the shortfall. I think frankly that one thing that’s happening here probably is that that Trinidad capacity is going to displace eastern European or Russian capacity and so the net available supply actually may not be changing because of this facility.

That could change if the gas cost relationships change but today I think the available supply hasn’t been affected much by that particular facility.

Another question on phosphate, I mean we’re definitely getting mixed signals from some of your competitors in terms of you know is demand returning to near normalized levels in the near term. Prices have been flattish while costs have been going up.

How long can this keep going on before you know we see, do we need to see additional shutdowns in the market or so forth to strengthen DAP prices?

Well I think today that certainly for producers here in North America who have a large part of our business in North America what we’re waiting for is for the crop to get out of the ground and the farmers to begin to focus on next spring and that wake up the supply chain to begin to put orders in for next spring’s usage. That’s the key thing in North America.

In the meantime there has been demand in other places in the world. We have taken advantage of opportunities to move product.

We’ve been pretty aggressive in trying to do [that] and I think we’ve been quite successful. Ultimately the phosphate’s got to go back into the ground and we intend to be part of that supply chain.

My question is actually on volumes for next year. You mentioned that you expect a reasonably good fall application season as opposed to a strong season, which has passed us by.

However with only 20% of the crop harvested versus 30% last year, do you see any chance for increased volumes year-over-year? And I guess what are you seeing now in terms of volumes you know these past few weeks?

Well the ammonia’s been slow and it’s obvious because of the weather. But I was reminded by my own team yesterday that we haven’t gotten to November yet.

It’s unusual to have a strong ammonia movement in October. It’s not unprecedented, but it’s unusual.

November is the key month and if we happen to get good cooperation from the weather man, this could extend into early December. So it’s too early to come to a definitive conclusion about what’s going to happen this fall.

We just had less opportunity than we would typically have because of the late harvest.

I was pleasantly surprised by the amount of urea in particular that you were able to export and I’m just sort of wondering with sort of the rising U.S. natural gas class curve what you anticipate in terms of your ability to compete in terms of some of these export markets in nitrogen going forward.

Are you looking for the nitrogen just to shift back to being more of a domestic market going forward?

Well frankly most of the nitrogen that we shipped in the third quarter was UAN although there was a urea component to that. For us it’s all not a question of what the margin opportunity is.

We certainly did not expect to be given the opportunity that we’ve had in the last quarter or so to export nitrogen. The gas cost relationships have been such that we’re quite competitive and our location is terrific.

We have complete flexibility to move product offshore and you know the gas situation is all about relationships. The absolute value of gas cost here may not be the governing factor.

Just because we have a rising forward curve doesn’t mean we don’t have product to sell at which we could make good margins. So we’re not in the gas forecasting business.

We have a point of view. But we love our position with respect to nitrogen at Donaldsonville and we’ll continue to have our eyes open for possible transactions in the export market like we were able to realize in the third quarter.

Let me try to rephrase that because I guess you know you were saying a minute ago that you thought that maybe you know the new Trinidad plant may displace some of the eastern European. And when you talk about not just the absolute price but the relative relations, in theory that Trinidad plant ought to be significantly lower cost than some of those plants in Eastern Europe.

Would that be a fair assumption to make?

Sure.

And then you know just looking here sort of in the U.S. you know as it relates to your FPP, I mean how much of the fact is that we have this rising natural gas curve playing into the fact that you know your forward book for the spring may not be as high as it was the year ago versus just the overall you know distributor reluctance to hold inventories?

And then also we’ve heard anecdotally that you’ve made some changes to your FPP and is that playing a role as well in terms of you know what you’re charging your customers for storing product over a certain period of time? So if you could sort of talk about maybe how each of those things has played into that, that would be helpful.

Well buyers and sellers make their decisions based upon the combination of all the factors that are relevant economically. Our forward pricing program is a dynamic margin management tool.

And what we offer to our customers is a pricing strip that reflects margins that we believe are either achievable in the marketplace and/or are desirable to us, based upon what we think the economics of the business are today and what we think they will be down the road. We have never had for example a targeted percentage of our sales that we want to do under the FPP.

What we have is margin expectations that frankly change on a regular basis, but we set margin expectations and if we find that those are met by prompt, nearby sales, that’s fine. If we find they’re meet by booking something out in the future, great.

That takes risk out of our business going forward. So it isn’t a surprise to us that we’re in the position that we’re in today.

There’s always a lot of interest in the FPP in a rising market. There’s a natural reduction in that interest in a falling market.

And given last year’s experiences across all fertilizer products in terms of acquisition costs versus what our customers were able to realize when they sold it downstream, it isn’t surprising that locking in supply in the future leads to the possibility of doing that leads to hesitancy on the part of buyers.

If there are no more questions, I’d like to thank all of you for your participation this morning. This of course wasn’t an easy quarter for the industry, but it did give us a chance to show the value of the capabilities we’ve built here at CF Industries.

We look forward to upcoming interactions with you and thanks for your time this morning.