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Executives

Mike Bennett - President & Chief Executive Officer

Dan Greenwell - Senior Vice President & Chief Financial Officer

Joe Ewing - Vice President of Investor Relation

Analysts

Robert Koort - Goldman Sachs

Steve Burn - Banc of America

David Silver - UBS Securities

Terra Industries Inc. (TRA) Q1 2009 Earnings Call April 21, 2009 3:00 PM ET

Operator

Good day ladies and gentlemen and welcome to the Terra Industries first quarter 2009 earnings conference call. My name is Becky and I will be your coordinator for today. At this time, all participants are in a listen-only mode. We will be facilitating a question-and-answer session towards the end of this conference. (Operator Instructions)

I would now like to turn the presentation over to your host for today’s call, Mr. Joe Ewing, Vice President of Investor Relations. Please proceed.

Joe Ewing

Thank you very much Becky and welcome everyone to Terra’s first quarter conference call. This morning we issued a news release, announcing that for the 2009 fourth quarter, Terra achieved net income of $30 million or $0.30 per diluted share.

At the end of the news release is our Safe Harbor statement. It describes the limitations of forward-looking statements and any other items that are not historical facts, included in the news release. Please note that those same limitations apply to any forward-looking statements that we may make during this call. With me today are Mike Bennett, Terra’s President and CEO and Dan Greenwell, Senior Vice President and CFO.

Regarding recent and upcoming Investor Relations activities, since our last earnings call, we participated in Boston and New York shareholder road show and two equity conferences and coming up later this quarter, we have the BMO Capital Markets 2009, Agriculture, Protein and Fertilizer conference in New York on May 14. The Goldman Sachs Basic Material conference in New York on June 3 and the RBC Capital Markets 2009, Global Mining and Materials conference on June 9 in Toronto. You can get more information about these events from our website or by calling us.

We also always like to welcome visitors if anyone listening today, as interested in coming to tour our Port Neal manufacturing facility and also to meet with our management; we’d be happy to have you and you can call either Kim Mathers or me to make those arrangements.

I’ll now turn the call over to Mike Bennett, so that he can give us his perspective on the first quarter and on the outlook for Terra and the industry in general and upcoming months. Mike.

Mike Bennett

Thank you, Joe. Good afternoon everyone. Our first quarter results clearly reflect that fertilizer buyers have hesitated to add inventory over the past six months, due primarily to unprecedented declines in fertilizing prices and sharp declines in commodity prices overall.

The best illustration of this was lower UAN sales volume in a period when product is typically added to customer inventory, in anticipation of seasonal application in the second quarter. Lower year-on-year import volumes in nitrogen also reflect its behavior. In contrast, we experienced solid early agricultural ammonia sales in the Southern markets were material, was actually being implied in March, consistent with the need to apply nitrogen to achieve optimum crop yields this season.

As we discussed in our February call, Terra reduced production to avoid an imprudent build in inventories. While as a result of these adjustments we incurred idle plant cost during the quarter, our overall nitrogen inventories at the end of the quarter were significantly reduced compared to the same period a year ago and we are well positioned to the bulk of the application season, as buyers return to the market for the balance of their needs.

Delayed purchases could lengthen the nitrogen supply chain for deliveries in the second quarter. We believe however, that we are well positioned with our geographically dispersed production facilities and extensive logistics network to manage potential challenges.

Early April movement has generally been strong or slow conditions have enabled growers to go to the fields, but there are a number of areas where wet conditions have averred early applications. Much of the Cornbelt has received one or more inches of rain over the past week and the best movement to-date has been in Western Iowa, Eastern Nebraska and parts of Kansas . The past two shipping dates have been our strongest this spring with much of it concentrated in these markets.

Our view of the UAN will continue to be an important tool for growers in many areas to complete fertilizer applications, to keep corn planting on schedule. We are encouraged by the USDA prospective plantings report that indicated 85 million corn acres will be planted at this spring and a lot of work remains to be done to achieve this. The combination of reduced imports and curtailed domestic production of nitrogen relative to year ago periods will likely result in a drawdown of supply chain inventory.

Through February of this year, UAN imports were down 52% through the first eight months of the fertilizer year, compared to the preceding period; and urea and ammonia imports were off roughly 20%. In addition to more normalized sales volumes in the second quarter, we expect to realize more fully the benefit of lower natural gas prices as selling prices remained generally stable. This combination will significantly boost our Q2 earnings relative to Q1.

Based on international grains counsel estimates, it appears that global crop reduction will decline from last year, as a result of lower grain prices and the earlier indications of higher crop import costs. At current grain prices incur an import cost; however, there remains a strong economic incentive for crop production that we believe will carry into the next crop year.

This fact coupled with the eventual recovery of industrial demand for nitrogen, takes a more positive picture for Terra and the nitrogen industry as we move forward. We are excited about the growth prospects for environmental technologies business as we’ve laid the foundation for TerraCair to be the leading diesel emissions fluid. We’ve announced several key distribution agreements that will position us extremely will in that new market.

Our stationary NOx-Abatement business continues to enjoy significant growth and on the agricultural side of the business, we look forward to the completion of our Woodward, Oklahoma UAN expansion next year and the margin expansion we anticipate from that project.

At this time, I’d like to turn the call over to Dan Greenwell, so that he can give you some information about our financial position. Dan.

Dan Greenwell

Thank you, Mike and good afternoon to everyone. Mike has outlined the challenging market condition associated with the first quarter results, as well as the improving demand for nitrogen products and lower natural gas costs as we move into the second quarter.

I’d first like to make a few comments on revenues, product selling prices, volumes and about the impact of natural gas costs from the bottom line. Then I’ll follow with additional comments about our operating results and joint venture operations located in the United Kingdom in Trinidad, and provide a summary of our strong liquidity position and working capital management. Finally, I’ll close with a summary view on our outlook for the remainder on 2009.

First quarter net income available to common shareholders was $30 million or $0.30 per share, compared to last year’s $100 million or $0.97 per share. As Mike mentioned, product volumes will constrain due to bio-reluctance in the first quarter. We expect more normalized fertilizer sales volumes in the second quarter and the remainder of the year.

Revenues were $420 million for the first quarter of 2009, decreased by a $155 million as compared to last year. Selling prices decreased revenues by about $55 million, while lower volumes offset revenues by $100 million compared with 2008 results. As we previously noted in our February call, our Woodward and Donaldsonville facilities were idle during December and well into the first quarter.

Additionally, we lowered production rates for certain products that other locations during the quarter. As a result we decreased our ammonia productions by approximately 213,000 tons and UAN by 157,000 tons during the first quarter of 2009. In addition, we performed turnaround at the Yazoo City plant in February.

As a result of these working capital management activities, we incurred approximately $12.3 million of carrying cost. We believe our inventory positions are well placed and at the right levels to meet second quarter anticipated demand.

Our Terra Environmental Technologies demonstrated excellent revenue growth in the first quarter of 2009, as compared to first quarter of 2008. Revenues increased more than 130% from 2008 and represented slightly more than 9% of Terra’s revenues in the first quarter of 2009. We expect Terra will be the leading to this dynamic environmental emissions reduction market in North America.

Natural gas cost included derivative hedge cost of $73 million or approximate $3.24 per MMBtu during the quarter. Excluding these hedged positions, our gas cost was approximately $4.13 per MMBtu during the first quarter.

Our derivative position values of those market that we carry into the second quarter 2009, approximate $31 million and are primarily associated with firm orders taken in 2008, with sales prices higher than current spot markets. The majority of these hedged positions and associated orders will settle and shift during the second quarter of 2009.

The year-over-year increase to first quarter selling, general and administrative expenses was $7.6 million, due primarily to phantom share based compensation and $1.7 million of cost associated with the unsolicited CF exchange offer. The phantom share expense increase of $6.3 million results from the mark-to-market accounting treatment for the phantom share program. In the aggregate, other SG&A cost were inline with the prior year.

Our growth activities associated with Terra Environmental Technologies represent approximately 10% of Terra’s selling, general and administrative expenses. We believe our investments in these market development activities are providing positive traction in this fast growing emission reduction market.

Our United Kingdom joint venture with Europe faced tough market conditions during the first quarter of 2009. United Kingdom customers remained on the sidelines for most of the first quarter. As a result, product sales volumes were down by approximately 60% during the first quarter as compared to last year.

To put the joint venture operations in perspective, the total nitrogen sales of the United Kingdom joint venture in the first quarter of 2009 were approximately $108 million, compared with $267 million in the first quarter of 2008. Exchange rate had a significant impact on the revenue decrease.

United Kingdom gas prices have moderated and we anticipate increased sales volume of fertilizer during the second quarter as compared to the first quarter of 2009. As a result, we anticipate improved results from GrowHow during the second quarter. Despite the challenging quarter, the joint venture returned approximately $5.2 million of cash during the first quarter. We continue to work closely with Europe, in managing this business.

Our North American joint venture operations, consisting primarily of our Trinidad ammonia plant, operated in conjunction with Koch Industries, provided earnings of approximately $3.3 million during the first quarter of 2009.

The Trinidad operation provides Terra with an advantaged gas position for approximately 360,000 tons of ammonia annually that we bring into our Donaldsonville terminal. The advantage gas contract in Trinidad allow for profitable operations in the first quarter despite the very low ammonia prices at Gulf in Tampa.

We received $8.2 million of cash from our North American joint venture operations in the first quarter of 2009. We view earnings associated with Terra’s United Kingdom and Trinidad joint venture arrangements, as part of the overall returned that our operations generate in the contact of our global pure play nitrogen business.

You may have noticed that the formally minority interest amount had now been classified and reported as non-controlling interest. Terra adopted financial accounting standard number 160 non-controlling interest in consolidated financial statements during the first quarter of 2009. The adoption of statement 160 recharacterize minority interest as non-controlling interest and reclassified minority interest as a component of equity on Terra’s financial statements.

No changes were made in the methodology or practices in accounting for the amounts. This was nearly a geography change on the financials. Terra’s effective tax rate after minority interest now refer to its non-controlling interest and United Kingdom equity earnings was 30% for the 2009 first quarter, compared to 37% in the first quarter of 2008.

During the fourth quarter of 2008, we implemented multiple tax strategies to lower the effective tax rate and the amount of cash taxes paid. The key aspect for the optimization strategy included the reorganization of Terra’s subsidiary ownership structure for our international operations. This new structure will provide cash savings benefits in the future and formal lower tax payments.

Net cash tax payments in the first quarter of 2009 were $60 million. We paid $6 million of taxes in the first quarter of 2008. In 2008, we were able to utilize NOLs to offset taxable income. We have fully utilized the prior NOLs and are now a cash tax payer. Our tax planning initiatives completed in 2008 should provide benefit in future periods. As a result, we continue to estimate the 2009 effective annual tax rate between 30% and 32%. We expect to realize these effective tax rates for the next several years.

Our current share buyback program extends through June 2010 and we have 7.4 million shares available to purchase under the authorization. There are no buybacks in the first quarter of 2009. We may make future further buybacks under the repurchase program and would do so at times and in quantities, we believe will generate the best value to our shareholders.

Our cash balances totaled $1 billion at March 31, 2009. Our cash is invested in high quality money funds that remained highly liquid. As mentioned previously, none of our cash balances are invested in illiquid asset classes. Today Terra’s cash balances remained in excess of $1 billion. This cash is equivalent to $10 per share.

We spent approximately $29 million for the Woodward UAN expansion, normal maintenance capital and turnarounds during the first quarter of 2009. In the remainder of 2009 we will undergo turnarounds at Woodward and one half of the Verdigris plant. We will also have a turnaround on the Courtright urea plant in 2009, the Yazoo City plant turnaround was completed in March 2009.

We estimate our 2009 sustaining capital expenditures and turnaround costs will total between $85 million to $90 million. We also estimate our Woodward UAN expansion will require between $105 million to $110 million. In the aggregate, we estimate our 2009 capital and turnaround spending will be in the range of a $190 million to $200 million. Terra declared a $0.10 per common share dividend payable on June 9, 2009 to shareholders of record as of May 20, 2009.

We remain focused on a forward-looking and disciplined capital management approach that will ensure our ability to take advantage of new opportunities in the future. We continue to be strongly committed to returning value to shareholders.

At this time I’d like to turn the call back to Mike Bennett.

Mike Bennett

Okay, thank you Dan. Before we open the call to your questions I would like to briefly comment on recent developments regarding CF Industries unsolicited proposals to combine our companies. I would also like to remind everyone, the purpose of purpose of today’s call to discuss our first quarter results, as well as our outlook for 2009. As such, I would ask that you to limit your questions to those topics.

On March 24, after careful consideration, Terra’s Board of Directors unanimously concluded that the most recent version of CF’s proposal continue to the encounter’s objectives, substantially undervalued Terra both absolutely and relative to CF and we delivered less value to our shareholders that with owning Terra on a standalone basis. Accordingly, we rejected that proposal.

Last week Terra’s Board of Directors amended Terra’s bio-laws to allow the annual stockholders meeting to be held anytime during the calendar year. Terra’s Board believes that the status of agri offer for CF will be a significant factor to be considered by Terra’s stockholders at our Annual Meeting, which is not yet been scheduled.

The Board believes that flexibility provided by the bylaw amendment, we hope to ensure the Terra’s stockholders will have the benefit of all relevant information at its Annual Meeting. As always Terra’s board and management remained committed to enhancing shareholder value, by continuing to execute our strategic plan, which we believe will deliver significantly more value the shareholders and CF’s proposal.

That concludes my prepared remarks on this matter. I would now like to open the call up for your questions. Let me remind you that we are here today to discuss the first quarter and the outlook and I would appreciate your cooperation during the Q-and-A session.

Becky, would you please give the participants instructions for posing questions.

Question-and-Answer Session

Operator

Your first question comes from Robert Koort - Goldman Sachs.

Robert Koort - Goldman Sachs

I got a couple of questions; the first is, you talked about your hedged gap exposure going out. Do you have orders matched up against that and to what extent is there any risk about making sure your counterparties make hole on those prices given that gas is somewhat lower?

Mike Bennett

Well, first of all Bob, if you look at what was reported at the end of the quarter, we typically report the approximate size of that percentage turns to your annual demand and then typically we’ll also disclose how that position is under or over/under water, relative to the market at that date.

So basically when you look at what we disclosed at the end of the Q1, we had somewhere in the neighborhood of about 25% or so of our forward gas requirements for the next 12 months. Those were typically weighted pretty heavily towards the nearby quarter and the majority of those are going to have the forward orders basically fixed against them.

In this case, I think that position was roughly $30 million or so over market, at the end of the quarter, which realistically probably would average out the ballpark of buck in MMBtu or so, on that gas position.

So, first of all the majority of that gas does have orders against it today. We have a very I think rigid risk management policy relative to our counterparties, where we only deal with investment grade counterparties and limit that risk much the same way we would credit rank a customer and so we really feel that that position holds as little if any risk for our shareholders.

Robert Koort - Goldman Sachs

Then second question, sort of a mass balances if you will. You talked about how much imports are down; I think you said down 50% in solutions, your own capacity down; you had a corn crop that’s out there, probably rivaling last years. Where are we going to get enough supply to fill that need or are we actually going to see reduced application rates in nitrogen to match them or what we are seeing in potash and phosphate?

Mike Bennett

Well Bob it’s always a little bit of an inexact science in part, because it’s difficult to measure the amount of inventory that’s actually in the supply chain. Based on what I will call our best guess, we do think that the supply chain on UAN came into the year last July with relatively high inventory levels.

Based on what we believe demand for UAN is likely to be, it looks to us like the combination of production and imports will be in the ballpark of a million tons or slightly more short of expected demand. So we do believe that the supply chain potentially had enough inventory to offset this shortfall, but again our best view at this point is that those levels will be drawn down to extremely low levels by the time we complete our crop applications in Q2.

Operator

Your next question comes from Steve Burn - Banc of America.

Steve Burn - Banc of America

A few questions about pricing; in the first quarter, how much of your ammonia volumes were sold into the Tampa and U.S. Gulf industrial markets?

Dan Greenwell

Well a pretty fair amount Steve, because I don’t have an exact breakdown swift for you, but if you look at our business on an annual basis, probably around 60% of our ammonia volumes are industrial versus Ag and obviously a lot of that industrial ammonia is material that we bring him from Trinidad to Donaldsonville, and Courtright, and currently Woodward are also plants that ship to industrial customers.

So with very little Ag moments actually moving to the ground in January, February and then with a decent run in March in the Southern states, I would guess, just throwing a dart, it’s probably somewhere in the neighborhood of two-thirds or so of that volume in Q1 probably went to industrial accounts.

Steve Burn - Banc of America

Okay and then when you say that was best movement in March, would that have been a spot sale or would that have been part of your forward book that you went into the quarter with?

Mike Bennett

Well, it was probably a combination Steve, but I would guess a chunk of that would have been that the prepaid ammonia that we carried into the year. We’ve been unfortunate that work those prepaid levels down fairly well by now and that’s been primarily a combination of March and first three week in April movement.

Steve Burn - Banc of America

So, even though your natural gas cost position for the quarter was kind of reflective of an earlier October, mid point in those forward orders that was not represented of your ammonia sales in the first quarter, given you had so much industrial and some spot sales is that affair characterization?

Mike Bennett

Well, I think it’s a fair characterization and the difficulty always in trying to match up the gas position and the sales in a given period is that sometimes the sales don’t move on the quarter that products produced and so in these case, I think it was a matter of the low prices we saw at the U.S. goal for January and February, pulling our average selling price down significantly and some of those prepaid orders on the Ag side, not moving until actually Q2.

Steve Burn - Banc of America

Okay, so you could have a lift in that average selling price sequentially?

Mike Bennett

Well, what we’ve seen and I think what we indicated in our release Steve, is that we thought at broadly speaking our prices in Q2 would be roughly equivalent on balance with Q1 and candidly what I think we’ll see is probably an average improvement on the ammonia side and we’ll probably see a little bit of the decrease on the UAN side, but in the aggregate we feel like volume weighted they probably won’t be far off.

Steve Burn - Banc of America

Okay and just one last one on natural gas. Given you consumed so much west of the Mississippi in that Denmark and Panhandle hub, you referenced your gas position, relative to the forward book, which is very often $1 higher per million Btu than those hubs. How do you realize the cost benefit of the lower natural gas costs in those Western locations?

Mike Bennett

Well for example, Steve as I indicated in Bob’s question, when we talk about the position at the end of Q1, we will consume somewhere this quarter probably in the range of 25 to 30 Bcf of natural gas, roughly a 40% of that or so is consumed in the mid-continent.

So one way I’d look at it is your NYMEX number is roughly 40%. So if your gas consumed does have a or has had a favorable basis because of mid-continent pricing and then of course we have to add back the effect of the hedges that there are in place relative to the forward orders.

Steve Burn - Banc of America

So you lock in that basis?

Mike Bennett

Yes, we do and actually well we think it’s a good idea, but we have to do it in anyway for those positions to qualify for hedge accounting.

Operator

(Operator Instructions) Your next question comes from David Silver - UBS Securities.

David Silver - UBS Securities

Mike, I’d maybe like to maybe ask I think it was Bob’s question a different way. You cited kind of the situation out in the field where planning has been delayed for various reasons and yet you have a perspective plantings report that is indicate at almost as many; essentially as many corn and soy acres, but not as year earlier.

We’re all wondering, is it lower application rates or what could you say about the possibility that since the prospective plantings report was done, there’s actually been a shift in farmers, appetite for corn. In other words they are shifting more potential corn acres over to soy and that’s part of the story that is showing up in your lower UAN volumes in first quarter?

Mike Bennett

Well, I guess at this point David, I don’t really have any basis to necessarily believe that lower acreage or even lower application rates are necessarily reflected in the first quarter volumes. I did think the first quarter volume, especially on UAN are pretty indicative of the huge kind of devaluing effect that we saw in the marketplace on virtually all products.

The fact that the price markets being relatively soft with a lot of uncertainty out there in the part of dealers relative to ultimately what price levels they were going to come to terms with the growers, that I don’t think folks really want to be left with much of any inventory this spring if they can help it.

So typically where we would see folks continue to top their tanks off as we went to Q1 to get ready for Q2, we saw a lot more reluctance, I think on the part of buyers to come back and do that; instead our view is that activity will be more kind of hand them out and truckload as we go through the second quarter.

David Silver - UBS Securities

I’m going to ask you a question here about your outlook statements and basically I’m just going to read it, but you said, “In the aggregate second quarter 2009 product prices should be commence throughout with those of the first quarter of 2009.” So, if I look at the newsletters Mike and I look at UAN pricing from January 1 last Friday if I look at UAN pricing and ammonium nitrate pricing. It seems like each of those pricing series has had a negative or downward trend to them pretty much all year.

So, if you were to achieve what you expect; in other words kind of sequentially flattish average pricing. I’m guessing either that there is going to some pickup as we move through the spring or maybe if the timing of your forward purchasing business, in other words, in a market there’s been declining steadily for the newsletters; how do you keep your product pricing flat sequentially?

Mike Bennett

Well, two ways and I think it might have been Steve’s first question, what I mentioned is to David, and that is number one on ammonia, a higher percentage of our second quarter movement will be on the Ag side, with recurring higher values than the industrial material we sold in Q1.

If you go back and look at Tampa pricing from January, February, relative to today, that’s fairly decent pickup and as I indicated in the other question, some of that improvement will be offset we think, by some average lower selling prices on UAN and that in part is due to the fact that the forward book that we have in place will be supplemented with sales, a product on new orders at a bit lower numbers.

In the aggregate when we look at those prices volume related, we feel that you’ll probably end up with a fairly flat results from a financial perspective and our company relative to those two.

David Silver - UBS Securities

Okay and then one last question; I guess in Trinidad there is a startup of a new nitrogen facility, kind of around now and that’s a provider of UAN and I suppose the Gulf has to be a target market for that product. Can you maybe discuss how you think the market’s going to react to that product and is it affecting your order book in anyway or customers seeing that product show up in markets and kind of using that as leverage in negotiating pricing?

Mike Bennett

Well, certainly down road it may turn in to leverage, we’ll see, but I guess our perspective on that particular facility David, is the fact that currently, this year is kind of an aberration or it looks like our imports of UAN are going to be substantially lower. Than what they’ve averaged last few years, probably add or below two million product tons and of course that facility I guess theoretically could supply anywhere from third to a half of the levels import martial that basically we have to come to absorb into this market.

Whether that has an adverse impact on pricing or not, I think at the end of day, we’ll have a lot to do with certainly the behavior of some of the suppliers and martial that has come in the past. Some of those folks are not and as good a competitive position today as they used to be; the Romanian and Bulgarian material, certainly some of the Russian material where it could be squeezed out a bit by that production and yes, we will start if I guess coming out of Algeria.

My thinking is overall that the UAN market is going to continue to grow. We certainly think that the market can accommodate our Woodward project next year very well and we think that Trinidad will likely plant some of the former Soviet Union production that’s been coming into the market here over the last three or four years.

Operator

There are no further questions at this time. I would now like to turn the call back over to Mike Bennett for closing remarks.

Mike Bennett

Alright, well again folks, I’d like to thank you all for your interest in Terra and appreciate you being with us this afternoon. As Joe indicated, if anyone has any follow-up questions, who would like to come out to visit with us, please contact him and we look forward to speaking with you on our Q2 call. Have a great day.

Operator

Thank you for your participation in today’s conference. This concludes the presentation. Have a great day. Thank you.

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