Good afternoon, ladies and gentlemen. Thank you for standing by. Welcome to Potash Corp. fourth quarter and year-end earnings conference call. At this time, all call in participants are any a listen-only mow. Following the presentation, we will conduct a question-and-answer session. (Operator instructions) I would like to remind everyone that this conference call is being recorded on Thursday, January 28th, at 1 p.m. Eastern Time. I will now turn the conference over to Denita Stann, Senior Director, Investor Relations Please go ahead.

Thanks, Bob. Good afternoon everyone. Thank you for joining us and welcome to our fourth quarter and year-end earnings call. In the room today with us, we have Bill Doyle, our President and CEO. Wayne Brownlee, our Executive Vice President and Chief Financial Officer, Jim Dietz, Executive Vice President and Chief Operating Officer, Joe Podwika, Senior Vice President and General Council, Garth Moore, President of PCS Potash, Tom Regan, President of PCS Nitrogen and Phosphate and David Delany, President of PCS Sales. I'd like to welcome the media who are listening in and remind people that we are live on our web site. I would also like to remind everyone that today’s call may include forward-looking statements. Such forward-looking statements are given as of the date of this call and involve risks and uncertainties. A number of factors and assumptions were applied in formulation of such statements and actual results could differ materially. For additional information with respect to forward-looking statements, factors and assumptions, we direct you to our news release and on recent Form 10-K also today's news release which is posted on our website includes a reconciliation of certain non-GAAP financial measure to the most directly comparable GAAP measure. I'll turn the call over to Bill Doyle for some comments and we'll go to questions following that.

All right. Denita, thank you and good afternoon everyone and welcome to this call. We appreciate the opportunity to discuss Potash Corp’s I fourth quarter and 2009 performance and outlook for 2010. We appreciate the opportunity to share our views and a very difficult year which is now behind us and more importantly, on our preparations for new phase of growth for the years ahead. The challenges faced on farmers distributors and fertilizers producers in 2009 have been well-documented. The onset of a global economic crisis late in 2008 brought an overwhelming sense of caution to almost every industry and ours was no exception. Farmers reduced fertilizer applications and distributors worked through their inventories bringing producer sales to a virtual standstill. As a result, our 2009 Potash volumes were the lowest in our 20 years as a public related – public traded company. And averaged realized prices for all nutrients, especially phosphate and nitrogen declined significantly from 2008 levels. Our fourth quarter earnings of $0.80 per share were down from 256 per share in the final quarter of 2008. This brought our full-year earnings to $3.25 per share, considerably lower than the record 11.01 per share earned in 2008, but it was still the third highest total in our history. Our quarterly gross margin $279.6 million was well below the $87301 generated in the fourth quarter 2008. While the full year total of $1 billion was down from a record $4.9 billion for the previous year. Potash remained a key to our gross margin generating 74% of the quarterly totals and 71% for the year. Earnings before interest, taxes, depreciation and amortization and cash flow also declined on a quarterly an annual basis. While we did not meet the expectations established over the previous five consecutive years of record performance,…

Thank you. Ladies and gentlemen, we will now conduct the question and answer session. (Operator instructions) First question today come from Vincent Andrews of Morgan Stanley. Vincent Andrews – Morgan Stanley: Good afternoon you and everyone. Bill, I wonder if you can give us an update on where Kappa tests with China in terms of its negotiations?

All right, Vincent. Kappa tests will have its next meeting with the Chinese next week and – we don't know exactly what the outcome of that will be at this time. I could comment by saying that we believe that the BPC settlement with China was too low in our opinion. To tie in this pricing level for the whole year, would have been a mistake for us. This element definitely came as a surprise to us, because it was way below market and did not reflect the recovery that we see in 2010. If you look at BPC – their history they've proved to be a bit of a panic seller. They are basically inexperienced marketers and, they have panicked in both directions. They pushed the price too high in 2008 and now too low with this settlement. So we didn't think much of that and that's quite obvious with our position. We do see our issues with China being short-term in nature. China's potash consumption will start to recover this year, but it will grow considerably in 2011 and beyond. China will be at least 75% dependent on imports of potash going forward and will need our new capacity to fill their needs in the not too distant future. The International Plant Nutrition Institute, by the way, forecasts China potash consumption to grow from the current normal level of what they say is 10 million tons a year even though that – it's been about half of that the last two years to 26 million tons over the next 15 years, so growth of 16 million tons from a normal consumption year. So part of our strategy, you've heard us talk about it before, just to transition to quarterly pricing in China so that we won't have these annual contracts keeping the world with – really a short breath and we think that this is going to be, much healthier for the market, not distorting the market and we do expect to sell China on this basis this year. So, if you think about it from the BPC and maybe even the ICL the Israeli point of view, I think they'll both come to regret their contracts with China, by the time the second half of the year rolls around.

The next question comes from Bob Koort of Goldman Sachs. Joe Fisher – Goldman Sachs: Hi everyone, it's Joe Fisher sitting in for Bob. If you just help me understand the $288 a ton price on the offshore side and if we've seen prices clear at 385 or 400, in recent weeks and if China was allegedly the floor at 350, can you kind of reconcile that number for me just maybe walk me through? And then just one other comment, if you comment on the inventory situation in the three big countries, Brazil, India, and China, that would be very helpful.

All right. Joe, I'll have David comment on the price first and then I'll talk about inventory.

Joe, the price in the fourth quarter was mainly attributed to a December inventory adjustment price, price adjustment with the new settlement in some of the markets around the world as well as we are underwater on our freight management contracts for the year for about, by about $65 million, so on lower volume, that's about a $20 hit there. In addition, we have with our fixed costs for terminals and rail cars, that probably added – added another $20 to the lower net back realization.

Joe, in terms of inventory, Brazil, empty. They have, they went out of 2009 with 400,000-ton estimate of inventory. Very, very low, as I was on the phone with Brazil this morning and throughout this system, they're continued to be very low and as we said, we think five and a half to six and a half million tons this year imports, so there's a long way to go in Brazil and you're going to see that market heat up here. I should also say that the Real, the weakening of the Real is very favorable for soybean producers so that's also seen as a positive. And the change with Worley [ph] taking over the production assets of Bongi [ph] is seen by the market as positive. That there will be some growth there amongst retailers across the board, so it won't be dominated by one retailer. In India, also extraordinarily low inventory levels. We wouldn't be surprised to see India conclude earlier and even the expiration of their contract in March, that's how tight situation is in India. There's tremendous food pressure in India. I mentioned 15% of food, food inflation, as many much as 50% for some items and the government is very sensitive to this issue because it's life-threatening for a politician, so I think you're going to see a very robust Indian consumption in potash this year and they have the worst N to K ratio in the world and they need to bring up that, that potash application rate so the next few years India is going to be, very strong market for us. China, the inventory levels, we think are somewhere in the range two and a half million tons totally, but that's coming down rapidly as you know. They don't produce during the…

Next question is from Don Carson of UBS. Don Carson – UBS: Yes, thank you. Bill, question on pricing. You know contract prices appear to have bottom with the Chinese settlement, but you've still got some pretty significant premiums in Brazil, and I'm just wondering, how you sort of sustain those premiums given that Brazil is importing as much as or more than China now and China is no longer taking freight risk. What's your sense of sort of the spot versus contract spread as we look forward into 2010?

Don, what I say is China doesn't have their whole order book filled yet. They've had, they've had some problems, as you know. I mean, we haven't done anything with them, and as far as I know, Germany hasn't done anything with them, and the Jordanian haven't done anything with them and even IPC hasn't done anything with them. So they've got two contracts, which are BPC & ICL, but they're going to need a lot more than that. So it's a question of, of how do they get that done. I think the rest of the players, they see it as a market through their eyes. We certainly see the market in a recovery mode in 2010 and you know, as I said, we saw that Chinese price just too low. So we said no. We're not going to – we're not going to supply at those levels. So Brazil is a spot market. And, it's reflective of, of the current supply and demand situation. So, even since BPC, they booked just before Christmas, I got some coal in their stocking I guess, but you know we see the market a month later here, stronger than we saw it even before Christmas and even then our ideas, obviously, were quite different than, than BPC. So, I think those settlements will go down as the low, absolutely the low point, but even then, how much follow through China gets with that, when everybody else sees higher price. Why would you sell at that price when you're getting even now, you know, $60 a ton more than that price that make any sense. So I just think that there's, some ferreting out there, I don't think that Brazil is the anomaly. I think China is the anomaly.

The next question comes from Fai Lee of RBC Capital Markets. Fai Lee – RBC Capital Markets: Thanks Bill. BPC has suggested it wants to move China to a spot mark in 2011 because of growing domestic production makes them less import market and Mosaic offer indicate it doesn't expect China be as influential going forward. You seem to have a different view on China in terms of demand, if you're correct, would that make it more difficult to move China to a spot market in your view?

No, I don't think so. And I don't think that, that Kappa Test, when we talk about China, I don't think any of us disagrees about the long-term importance of China. I think there may be some his misunderstanding of comments made in the short-term. As I said, our issues with China are short-term, because China is going to need us and we're going to need them and when you have 75% of your potash, demand is going to come from imports over the years. That number's going to go from $10 million tons to $26 million tons as I said earlier. They're going to need Canadian Potash. There's just no doubt about that and I just think that, that we all agree that these long-term contracts, as I said on the last conference call, I don't know what kind of contract it is, when the customer doesn't take anything you know for a whole year. I mean, you've got a year contract and they didn't take anything. That's zero performance, that's not much of a contract. So let's try something different and that's why we think spot, when I say spot, I'm talking quarterly pricing much like we do in Brazil. I think it's better for China. I think it will be better for Chinese agricultural production because Chinese farmers have been held up with this type of approach to the market in this, this nonsensical annual negotiation which just leaves everybody exhausted and stupidly so, in terms of what it means for serious issue like global food production. I mean, this is too important to risk and we just think that spot pricing is coming, we think this year in China. And we have no doubt that 2011, China will be a spot market and market just like, all the other markets around the world.

The next question comes from Mark Connelly of Sterne, Agee. Mark Connelly – Sterne, Agee: Thank you. Bill. Following on that, do you expect the structure of the India negotiations to be different? Obviously you're not thrilled with the outcome of BPC, but you've tended to follow BPC, would you think of conducting parallel or leading those negotiations potentially? I'm talking about Canpotex obviously. And secondly do you see when you're saying on the contract versus quarterly applying to India as well.

I do think that India will eventually go to quarterly pricing as well. I just think that you get too many market distortions here for both sides and, I mean again, India, gosh, all mighty they had this terrible monsoon last year. You saw what happened to their sugar crop and their grain production and we're, we get sometimes, we are bureaucrats involved that worry more about ego than they do about taking care of food production in their country and so it really is not the greatest outcome. It hasn't been good. So I think India will make that transition as well. We'll see how soon India comes to the marketplace here. Our guess is they're going to come earlier than normal because the inventory levels are low and there's pressure on food and they're talking about, revamping the subsidy in India but I can guarantee you the politicians are saying look, one thing for sure, don't let us have another bad crop in 2010 because we, were following around for subsidy. I mean that would be suicidal for every one of those politicians. So, I think you're going to see quarterly pricing be the way markets will unfold in the years to come.

The next question comes from Charles Neivert of Dahlman Rose. Charles Neivert – Dahlman Rose: Hi, guys. I had a couple real quick questions. One is, what is the current China split on imports versus produced product and what they do this, this past year for instance and how fast to you expect to get to that 75% level that you're talking about?

Well, if you look at last year, Charlie, the current split was very heavy on domestic because the consumption was so long. They were only consuming 5.5 million tons, so they're so far down for the second year in a row. So you're seeing the domestic production take up more of the total. What we're saying this year is that, if China's going to be 8 to 9 million and we say that there's going to be 4 million tons produced in the country totally and so that means if you've got 9 million, you are going to have 5 million tons import. We might change that balance here in 2010 and then we're going to be quite a different situation going out as demand returns to China and they start to adjust their N to K ratio.

The next question comes from PJ Juvekar of Citigroup. PJ Juvekar – Citigroup: Yeah, hi, Bill. It's increasingly clear that big mining giants are getting into the boss with bally buying assets and BHP buying, I think Athabasca Potash this morning. Now, when you look at that what do you think of the implications on the industry and its oligopoly?

I mean, there's just not sufficient return on investment to make it work. And these are, these are capitalists companies as well, so I know that they're taking a look at that and of course, they haven't made their decisions. I mean, heck current prices barely justified Brownfield expansions. So you can't make Greenfield investment decisions currently. In the case of BHP, they've said, that publicly they will not make an investment decision until November 2011. I know they're hoping for better prices by then to make that decision because their board can't be any different than our board. We took a Greenfield mine to our board today, they said what's the return on this and you say negative. That wouldn't get a whole lot of traction with the board, so I know that they're waiting to see what it looks like in November 2011. But if they made that decision to go ahead then, let's say the economics were favorable. I'm not sure that they will be but let's say that they are, then that would put the start of any meaningful production out of BHP in 2017 at the earliest, at the earliest and if they do decide, I mean if BHP decides to get into the business, they're not going to do it just on the basis of Greenfield. The Greenfield route is too time consuming and expensive. It's an expensive process. You have to have a lot of expertise. The people issues are huge. But even if you read their old proclamations, they say that they would have this chance in project up to 8 million tons by 2026. That's a long time from now. 16 years from now, so I just don't believe that they've, they'd followed just that route and then at the end…

The next question comes from Jacob Bout of CIBC. Jacob Bout – CIBC: Good afternoon. I had a question on your Brownfield expansions and maybe even just help us out on the sensitivity both on demand and pricing. I'm looking at your statement of cash flow here and your free cash flow negative this year. What price or what global potash demand level would you think of not going ahead with some of these projects especially those that require you to sink a shot.

Jacob, all of our potash Brownfield projects will be economically justified at a certain time at the current price.

The next question comes from Edlain Rodriguez of Broadpoint lender. Edlain Rodriguez – Broadpoint: Thank you, guys. Quick question Bill. Just going back to Canpotex and China, can you give us an idea about how long you are willing to wait and also should we be disappointed if you don't succeed? And also just trying to see given that the decline with failing corn prices since January 12th, USDA report are you sensing any change in behavior from the farmer's sense since then.

Let me tackle the first part of your question and I will have David Delaney talk about the second part. I don't know how long it's going to take for Canpotex and China to come to some agreement this year. As I said earlier, the issues that we have with China are short-term. So, this year, might be the second half before we conclude. We did learn to live without China last year. That was (inaudible) and what I tell you also is that I look at the potash supply around the world and you know it's like a balloon. You squeeze it on one side and the air pops up on the other. So BPC and the Israelis are occupied with China low prices. We're going to take the business that they might have taken someplace else in higher prices and I mean, that's just the way it works. And so I don't think there's any disappointment. I think it's send a really strong message as a matter of fact to the marketplace that Canpotex has agreed to that low price. And it's, we see this market a little differently I guess than those two companies that took it but maybe the same as the companies that haven't taken it because it was as much a hot spit deal, these other guys would have jumped on it too and they have not so I think that China may well need us this year. You start to look at the ice conditions in the bolsa [ph] right now. St. Petersburg is full ice. They've got ice clash ships required there. They freight rate has jumped up there. I mean it's got to be really pain full for BPC. We even have ice now in Vince field. We haven't seen that in quite some time. So there's some pressure on the logistics and it's hard to tell exactly what that will mean for China supply. So there's a lot of moving parts here but the issues as I said are short-term issues with China. David's answering the second part.

Yes. I think we were all a little bit surprised by the USDA January 12th report with field coming in at 165-bushels per acre. We here there's still probably 3 to 5 hundred million bushel that have not been harvested yet. That would take total corn production this year up a billion bushels but what people tend not to get is the demand side is also up a billion bushels. So we need a big crop every year and if you look at the next 2 or 3 years we need to plant 88 million to 90 million acres and grow 13 billion bushels just to keep up with demand. Corn prices have still very strong. Farm gate price is 350. We think if you look at the future priest, December is around 393 and the next three years after that. It's well over $400. Net farm income is still a very good averaging around $72 billion this year, and forecasted at 70 million to 80 billion the next four years. If you look at US fertilizer costs as a percentage of corn revenue, it's right in line with the ten-year average right at 18%. And we think the contribution margin for corn this year will average around $300 to $350 and the base is $350 farm [ph] and $400 farm [ph]. We've seen great enthusiasm in the first quarter on our potash order book. The fall application was about 1.6 million tons of potash short of where it needed to be. We think on the first year basis if we ship 4.8 million tons as an industry in the United States here in the next four months that's still leaves this crop frankly short of potash. Now on a calendar year, calendar we think we'll be closer to 995 on a get year, this crop is still going to be short of nutrient after a huge crop this past year.

The next question comes from Jeff Zekauskas of JP Morgan. Jeff Zekauskas – JP Morgan: Hi. My question is, India is now the largest contract buyer in the world. So is it logical to think that their financial term to buy potash would be more favorable than the ones that China received? And secondly, can you talk about how much you're distribution and transportation costs went up per ton in '09 versus '08?

Jeff, I'm going to have David talk about the second one. India's largest contract buyer of two, China and India, obviously we have contracts with Japan, Korea and a couple others that are much smaller and much more traditional. I would say, but when you look at contract buyers around the world that everyone supplies, in past it's been China and India. So in terms of favorable terms, Indians have always been able to get favorable terms. Being a bigger buyer than China, that's a short-term issue too. China will be a much bigger buyer than India long-term. India is going to be a big buyer, but China is going to go much faster. Dave, do you have –

Sure, Jeff, the average T and D cost from a rail car and terminal stand point costs are up $20 year-over-year from a (inaudible) Freight stand point our freight management contracts as I mentioned earlier were under water by $65 million just to give an example. The average market daily higher in '09 was about $17,000 a day. And our contracts were at $31,000 so that's why we're under water. Looking at 2010, we're in much better shape. We're not quiet at market. The average hire is around $17,000. And our contracts are at 20 so we're steel going to be under water but probably only by $5 million in 2010.

What it says is obviously in a very, very lean buying year as we said, it's the lowest year since we've been publicly traded in 20 years, the impact on your distribution costs it cost per ton your laying off a bunch of people. You've got all these shutdown weeks. It's very poor comparison to what happens when we're operating with even one hand tied behind our back. This year we had two of them tied behind our back so you see some of these comparisons don't look so hot.

The next question comes from Elaine Yip of Credit Suisse. Elaine Yip – Credit Suisse: Well. Good afternoon. Lower potash applications in the US seem to have had very little impact on yield. Can you share with you us on what you're seeing with current yields in other reason and why the business impact from lower fertilizer application.

Sure. Hi, Elaine. I would tell you that lower application in US, keep in mind US starts out with a very healthy soil bank. US is the (inaudible) practices in this country are amongst the very best in the world and so what we had in 2009 is that soil bank concept I've always liked because it's a very good metaphor that help people understand fertilizer but in 2009, there were major withdrawals from that soil bank around North America. And what we're seeing in 2010 already just with the order book we have through the first part of January here is they're going to be some pretty big deposits put in because you pulled off 165.2-bushels of corn, you harvested nutrients with every one of those bushels. And these farmers especially with the economics – that David just went through a little while ago are very inventive wise to fertilize and they are domestic customer base, they're optimistic as can be about what's going to happen. Of course, we had a slow fall so we're going to have a big spring here in 2010. So I don't think, I don't think you can go out draw any conclusion from U.S. being down one year is as much as they were because of the nutrient level had going into the year, in terms the rest there were also a different store. There you are go in with poor fertility level in India poor fertility level China, poor fertility level Brazil, poor fertility less. They don't have the history of the economic practice that U.S., Canada the developing, the developed agricultural world has, so they don't have much margin for error because they just don’t have a build up and even this year with what we're forecasting 50 million tones as I said earlier, that doesn't have any inventory restock associated, this is just on a matched consumption and then you're going to have inventory restock for 2011 plus consumption and that's where you really see a move back to trend or above trend 2011.

The next question comes from Michael Picken of Cleveland Research. Michael Picken – Cleveland Research: Hi, good afternoon. I had a question on nitrogen and phosphate shifting gears per second. I saw your guidance they are projecting combine 400 to 500 million in combined gross profit – just looking back at historically it looked like you produce those results in '05 and '06 when corn was closer to $2 a bushel that price has gone up quite a bit and the returns for nitrogen also look pretty favorable. Can you talk a little bit about kind of – why the guidance was – in my opinion a little bit low and that being said I do appreciate, you're giving guidance and understand why you guys might want to be a little bit more conservative. Thanks.

Thank you, Michael. I'm going to ask David to speak to you and then some of the rest of us might pipe in.

Michael, nitrogen prices have improved a little bit in last two weeks, so there could be some upside in our nitrogen forecast. Tampa was just settled at 365, we think world trade for ammonia, you could go from 17.5 million to 19 million tones. Urea prices are strong at 325 and with the low fall application for ammonia here in this country, it's going to probably require more urea and UAN, which could improve that price even more, as we go into spring and if you look at import level on a per year basis today or behind historical levels. So nitrogen is looking a little better you still have the issue of what the gas price is going to be in Ukraine first quarter, Russian gas prices are up a little bit, European gas prices are higher. So again, with low beginning inventories around the world for nitrogen and the need for nitrogen in this crop year basis, low crop year, the Bill just mentioned around the world. I think nitrogen could be a little bit stronger this year and prices are starting to indicate that. Phosphate has moved up a lot in the last 45 days, our DAP/MAP price from the trailing quarter could be up as much as $100 we're seeing improvement there. Some of our industrial contracts have that yearly lag, so we'll not see the improvement there, as we did in '09 that will hurt is a little bit. But we do see our assets prices for example, to India improving and some of our other product lines. We’re turning this a little bit in the forecast to is we’ve been – we've probably been conservative sale for forecast, we have a high sulfur number in there so that's probably pulling our phosphate margin down from what you think it should be.

Michael, I'm just going to – just to underlying that the sulfur point that David made I'm going to ask Tom Regan, who's head of our phosphate and nitrogen business our operations is there to comment on physical may availability to sulfur to the pricing tendency, where you think to thing is going Tom, give us a little more color on that would you?

Okay. Sure. One of the things we can say at the upcoming year is liquid sulfur supply is very tight. We've seen a bit of a change in the U.S. where both drilling and revolving facilities have been added in order to give the liquid sulfur supplier the opportunity and service more than one market. And also with that, as I'm sure most of you know we've seen a fairly dramatic increase in the Tampa reference price for sulfur, currently at $90 tones and that's indicative of this tight supply, that indicatives of choices that typically refine your liquid provider, liquid sulfur had and what they do their product. Now currently, we have a sulfur supply situation that fits our forecast for 2010. If that was move upward then we’ll be after additional supply and there could be increase in pricing. And that's basically where we stand for the upcoming year.

You're seeing sulfur around the world right now. People Chinese, Middle East, people looking for sulfur and that's kept pressures over that Tampa reference price also has transportation in that so you shouldn't just look at it as 90 bucks there's a little bit more to it. So sulfur definitely is taken lack out of the DAP margin, so that's reflected in our overall guidance.

We'll have the time for just one more question.

Thank you. The last question comes from Hari Sambasivam from National Bank Financial. Hari Sambasivam – National Bank Financial: Hi, yes. Thank you. Just a quick question on the valley bungi [ph] acquisition and I'm just wondering in terms of the price that they paid and the EBITDA that they paid for that asset, do you have any comments on what this implies for rock prices going forward for the coming year?

Hari, the price that highly paid for bungi [ph] phosphate assets is very encouraging to us. We clearly realize that we're significantly undervalued. Because it's – I'd say, a fairly robust price I would say, what assets are just going more valuable over time. I mean rock is the whole key and you're just seeing of the much higher bias to rock prices especially, from a quality point of view, this is from depreciation plants, chemical plants, the permitting issues involved in phosphate rock are enormous and growing to the expensive permitting, rock is the whole key to phosphate and you're going to see higher phosphate rock, you're already seeing higher rock reflected in the costs side and we talked about sulfur and ammonia, people you also got to think about phosphate rock. So all the valley price was Dallas [ph] and I will look for us.

Thank you, everybody. If you have any further questions, please don't hesitate to give us a call at the office. Have a great day.

Ladies and gentlemen, this concludes the conference call for today. Thank you for participating. Please disconnect your lines.