425

Filed by Agrium Inc.

(Commission File No. 001-14460)

Pursuant to Rule 425 under the Securities Act of 1933

Subject Company:

CF Industries Holdings, Inc.

(Commission File No. 001-32597)

*****

On February 25, 2009, Agrium hosted a conference call and webcast for the investment community. Agrium will also webcast the call and a replay of the webcast will be available to all interested parties on its website, www.agrium.com. A copy of the slides presented on the conference call follows.

*****


growing across the value chain
February 2009
Agrium and CF:
Growing Across the Value Chain


2
growing across the value chain
Important Information
This
presentation
does
not
constitute
an
offer
to
sell
or
the
solicitation
of
an
offer
to
buy
any
securities
or
a
solicitation
of
any
vote
or
approval.
This
presentation
relates
to
a
business
combination
transaction
with
CF
Industries
Holdings
Inc.
(“CF”)
proposed
by
Agrium
Inc.
(“Agrium”),
which
may
become
the
subject
of
a
registration
statement
filed
with
the
Securities
and
Exchange
Commission
(the
“SEC”).
This
material
is
not
a
substitute
for
the
prospectus/proxy
statement
Agrium
would
file
with
the
SEC
regarding
the
proposed
transaction
if
such
a
negotiated
transaction
with
CF
is
reached
or
for
any
other
document
which
Agrium
may
file
with
the
SEC
and
send
to
Agrium
or
CF
stockholders
in
connection
with
the
proposed
transaction. 
INVESTORS
AND
SECURITY
HOLDERS
OF
AGRIUM
AND
CF
ARE
URGED
TO
READ
ANY
SUCH
DOCUMENTS
FILED
WITH
THE
SEC
CAREFULLY
IN
THEIR
ENTIRETY
IF
AND
WHEN
THEY
BECOME
AVAILABLE
BECAUSE
THEY
WILL
CONTAIN
IMPORTANT
INFORMATION
ABOUT
THE
PROPOSED
TRANSACTION.
Such
documents
would
be
available
free
of
charge
through
the
web
site
maintained
by
the
SEC
at
www.sec.gov,
by
calling
the
SEC
at
telephone
number
800-SEC-0330
or
by
directing
a
request
to
the
Agrium
Investor
Relations/Media
Department,
Agrium
Inc.,
13131
Lake
Fraser
Drive
S.E.,
Calgary,
Alberta,
Canada T2J 7E8.
Agrium
and
its
directors
and
executive
officers
and
other
persons
may
be
deemed
to
be
participants
in
any
solicitation
of
proxies
from
CF’s
stockholders
in
respect
of
the
proposed
transaction
with
CF.
Information
regarding
Agrium’s
directors
and
executive
officers
is
available
in
its
management
proxy
circular
dated
March
17,
2008
relating
to
the
annual
general
meeting
of
its
shareholders
held
on
May
7,
2008.
Other
information
regarding
potential
participants
in
such
proxy
solicitation
and
a
description
of
their
direct
and
indirect
interests,
by
security
holdings
or
otherwise,
will
be
contained
in
any
proxy
statement
or
tender
offer
statement
filed
in
connection with the proposed transaction.
All
information
in
this
presentation
concerning
CF,
including
its
business,
operations
and
financial
results
was
obtained
from
public
sources.
While
Agrium
has
no
knowledge
that
any
such
information
is
inaccurate
or
incomplete,
Agrium
has
not
had
the
opportunity
to
verify
any
of
that
information.


3
growing across the value chain
Forward-Looking Statements
Certain statements and other information included in this presentation constitute “forward-looking statements”
within
the
meaning
of
the
U.S.
federal
securities
laws
or
“forward-looking
information”
within
the
meaning
of
applicable Canadian securities legislation (together, “forward-looking statements”).  All statements in this
presentation, other than those relating to historical information or current condition, are forward-looking
statements, including, but not limited to, estimates, forecasts and statements as to management’s
expectations with respect to, among other things, business and financial prospects, financial multiples and
accretion estimates, future trends, plans, strategies, objectives and expectations, including with respect to
future operations following the proposed acquisition of CF. These forward-looking statements are subject to a
number of risks and uncertainties, many of which are beyond our control, which could cause actual results to
differ materially from such forward-looking statements.  Events or circumstances that could cause actual
results to differ materially from those in the forward-looking statements, include, but are not limited to, CF’s
failure to accept Agrium’s proposal and enter into a definitive agreement to effect the transaction, Agrium
common
shares
issued
in
connection
with
the
proposed
acquisition
may
have
a
market
value
lower
than
expected, the businesses of Agrium and CF, or any other recent business acquisitions, may not be integrated
successfully or such integration may be more difficult, time-consuming or costly than expected, the expected
combination benefits and synergies and costs savings from the Agrium/CF transaction may not be fully
realized or not realized within the expected time frame, the possible delay in the completion of the steps
required to be taken for the eventual combination of the two companies, including the possibility that
approvals or clearances required to be obtained from regulatory and other agencies and bodies will not be
obtained in a timely manner, disruption from the proposed transaction making it more difficult to maintain
relationships with customers, employees and suppliers, general business and economic conditions, interest
rates, exchange rates and tax rates, weather conditions, crop prices, the supply, demand and  price level for
our major products, gas prices and gas availability, operating rates and production costs, domestic fertilizer
consumption and any changes in government policy in key agriculture markets, including the application of
price controls and tariffs on fertilizers and the availability of subsidies or changes in their amounts, changes in
development plans, construction progress, political risks, including civil unrest, actions by armed groups or
conflict, governmental and regulatory requirements and actions by governmental authorities, including
changes in government policy, changes in environmental, tax and other laws or regulations and the
interpretation
thereof
and
other
risk
factors
detailed
from
time
to
time
in
Agrium
and
CF’s
reports
filed
with
the
SEC.  Agrium disclaims any intention or obligation to update or revise any forward-looking statements in this
presentation as a result of new information or future events, except as may be required under applicable U.S.
federal securities laws or applicable Canadian securities legislation.


4
growing across the value chain
Forward-Looking Statements
These
forward-looking
statements
are
based
on
certain
assumptions
and
analyses
made
by us in light of our experience and perception of historical trends, current conditions and
expected
future
developments
as
well
as
other
factors
we
believe
are
appropriate
in
the
circumstances. Expected future developments are based, in part, upon assumptions
respecting our ability to successfully integrate the businesses of Agrium and CF, or any
other recent acquisitions.
All of the forward-looking statements contained herein are qualified by these cautionary
statements
and
by
the
assumptions
that
are
stated
or
inherent
in
such
forward-looking
statements. Although we believe these assumptions are reasonable, undue reliance
should not be placed on these assumptions and such forward-looking statements. The
key assumptions that have been made in connection with the forward-looking statements
include, but are not limited to, CF’s acceptance of Agrium’s proposal and the entering
into of a definitive agreement to effect the proposed transaction, the market value of
Agrium common shares issued in connection with the proposed acquisition, our ability to
successfully integrate within expected time frames and costs, and realize the expected
combination benefits and synergies and costs savings from the combination of the
businesses of Agrium and CF, or any other recent business acquisitions, and our ability
to maintain relationships with customers, employees and suppliers during the course of
the proposed transaction.


5
growing across the value chain
Transaction Summary
30% to CF closing price on February 24, 2009 and 42% to the 30-day
VWAP
Premium:
76% Agrium and 24% CF
Pro Forma Ownership:
US$72.00 per CF share
Offer Price:
Committed debt facilities from Royal Bank of Canada and Bank of Nova
Scotia
Financing:
Negotiation of definitive merger agreement
CF offer for Terra terminated
Receipt of regulatory and other customary approvals
Absence of any material adverse changes to CF or its business
Our ability to conduct limited confirmatory due diligence
Key Conditions:
Aggregate consideration of US$1.6 billion cash and 50.2 million shares
CF shareholders to receive US$31.70 in cash and 1 Agrium share for
each CF share
CF shareholders to elect cash or shares, subject to pro-ration
Allocation:
Agrium is proposing to acquire CF in a cash and stock deal
Offer:


6
growing across the value chain
Attractive Premium to CF Shareholders
CF shareholders receive an attractive premium from Agrium, rather than pay
a substantial premium to Terra shareholders
42%
$50.60
30 day VWAP
43%
$50.47
60 day VWAP
34%
$53.63
10 day VWAP
30%
$55.58
Feb. 24, 2009
34%
$53.75
5 day VWAP
Premium
30
40
50
60
70
$80
2-Jan-09
14-Jan-09
27-Jan-09
6-Feb-09
19-Feb-09
$72.00 Offer Price


7
growing across the value chain
Investment Highlights
Generates compelling value for Agrium and CF
shareholders
Accretive transaction with strong strategic fit
Creates a global leader in nutrient production and
distribution, building on our leadership position in
Retail and Agrium Advanced Technologies
Strong track record of successful acquisitions,
integration and synergy achievement


8
growing across the value chain
* 2008 actual results include UAP contributions from date of acquisition (May 5, 2008)
Distribution
& Storage
Growers
Agrium Retail:
$5.5-billion sales*
Advanced
Technologies:
Leader in Specialty
Fertilizers
$350-million sales
Growers
Turf,
Home,
Garden
Agrium
Wholesale:
$4.7-billion sales
Nitrogen, Potash, 
Phosphate & Sulphate
Distribution
& Storage
Industrial
Customers
Retail Customers
Purchase
for
Resale
Potash expansion
CMF distribution
MOPCO investment
Royster, ConAgra,
ADM retail, and
UAP
Hanfeng, Pursell,
NuGro, ESN
CF Acquisition
Continues Agrium’s Growth Across the Value Chain


9
growing across the value chain
Continues Agrium’s Growth Across the Value Chain
* Agrium amounts reported in Canadian GAAP, and CF amounts reported in U.S. GAAP,      
EBITDA for Wholesale products allocated proportionately based on gross profit
CF shareholders benefit from greater leverage to a larger more diverse
wholesale business, including access to high margin potash business
Provides CF with the stability of Agrium’s Retail and Advanced Technology
businesses


10
growing across the value chain
Invested approximately $3.4B in past 5 years and achieved synergies greater 
than announced and earlier than expected
Agrium has completed 9 acquisitions in 4 years and other growth initiatives
across the value chain
Strong Record of Growth & Successful
Integration of Acquisitions
(1) 2008 Combined results include full year revenue for AGU and UAP by segment
0
3,000
6,000
9,000
12,000
15,000
18,000
AGU
CF
AGU with
Royster
CF
AGU
CF
AGU with
UAP
CF
AGU with
UAP and
CF
CF
2005
2006
2007
Wholesale
AAT
Retail
2008
Combined
2008
(1)
(1)
Expanded base business


11
growing across the value chain
Agrium Wholesale Production and Distribution
Potash
Production
Phosphate Mine
Phosphate
Production
Nitrogen Production
Granulation
Production
Storage
Magellan Pipeline
South America
Africa/Middle East
North America
* Profertil S.A. is 50 percent owned by Agrium Inc. and 50 percent owned by Repsol YPF, S.A. in Argentina
** 26 percent interest in MISR Oil Processing Company, S.A.E. (MOPCO) in Egypt.
*** 70 percent equity position in Common Market  Fertilizers S.A. (CMF) in Europe.
Damietta
Egypt
(MOPCO)**
Bahia Blanca,
Argentina
(Profertil S.A.) *
San Nicolas
Import Terminal
(Profertil S.A.)*
Agrium
Europe
Common Market Fertilizers S.A.
(CMF)***


12
growing across the value chain
Agrium and CF Production and Distribution
Potash
Production
Phosphate Mine
Phosphate
Production
Nitrogen Production
Granulation
Production
Storage
Magellan Pipeline
Phosphate Mine
Phosphate
Production
Nitrogen Production
Storage
Valero Pipeline
South America
Africa/Middle East
North America
Damietta
Egypt
(MOPCO)**
Bahia Blanca,
Argentina
(Profertil S.A.) *
San Nicolas
Import Terminal
(Profertil S.A.)*
Agrium
CF
Europe
Common Market Fertilizers S.A.
(CMF)***
* Profertil S.A. is 50 percent owned by Agrium Inc. and 50 percent owned by Repsol YPF, S.A. in Argentina
** 26 percent interest in MISR Oil Processing Company, S.A.E. (MOPCO) in Egypt.
*** 70 percent equity position in Common Market  Fertilizers S.A. (CMF) in Europe.


13
growing across the value chain
Creates a Global Nitrogen Leader
6.7
6.4
3.4
3.4
3.4
3.0
2.3
0.0
1.0
2.0
3.0
4.0
5.0
6.0
7.0
8.0
Yara
Combined
Agrium/CF
PCS
Terra
Agrium
CF
Koch
Global Nitrogen Capacity
Source: British Sulphur and IFDC


14
growing across the value chain
0
50
100
150
200
250
300
350
400
450
W. Canada
NOLA (US Gulf)
Ukraine
W. Europe
Natural Gas
Other Cash Costs
Freight to Port
Ocean Freight
Attractive Economics for North American Producers
Source: Fertecon, Clarkson Research, Agrium
Lower gas prices in NA and higher prices elsewhere, combined with firm
nitrogen demand, result in strong NA nitrogen margins
NOLA Granular Price = $335/MT
$8/
mmBtu
$12/
mmBtu
$4/
mmBtu
$3/
mmBtu


15
growing across the value chain
Phosphate Advantages
4,307
2,370
1,673
953
775
720
376
0
500
1,000
1,500
2,000
2,500
3,000
3,500
4,000
4,500
5,000
Mosaic
PCS
Combined
Agrium/CF
CF
J.R. Simplot
Co.
Agrium
Mississippi
Phos Corp.
North American Phosphate Nutrient Capacity
Source: IFDC Worldwide Phosphoric Acid Capacity Listing by Plant, June 2008


16
growing across the value chain
Competitive Phosphate Position
Agrium has an in-market advantage in the PNW and Western Canada
CF has a world class, low-cost operation in Florida
0
100
200
300
400
500
600
700
Production Costs
Tampa MAP Price
PNW MAP Price
PNW/W.Canada
$500/tonne
Florida price $365/tonne
Source: British Sulphur, Blue, Johnson & Associates, Agrium, costs as of February 24, 2009


17
growing across the value chain
Agrium & CF: Compelling Economics
Anticipate annual synergies of approximately
$150-million from Agrium/CF combination
Phased realization over three years
Synergies expected through:
SG&A reductions
Procurement of plant materials, equipment and logistics
services
Efficiencies in sales, marketing and distribution
Expected to be accretive to both earnings and cash
flow in 2010, significantly accretive in subsequent
years


18
growing across the value chain
Strength, Breadth and Scale to Realize Future
Growth
Larger company with significantly greater trading liquidity
Agrium
has
trading
volumes
nearly
double
those
of
CF
(1)
28.1
16.0
11.5
9.8
3.0
2.4
1.9
1.5
8.5
11.5
7.6
2.1
0
5
10
15
20
25
$30
Potash
Corp
Mosaic
Israel
Chemicals
Combined
Agrium /
CF
Yara
Agrium
K+S
Incitec
Pivot
Uralkali
CF
Terra
Intrepid
(3)
(1)
Based on total volume traded on the NYSE and TSX over the last twelve months
(2)
Enterprise value = market capitalization + preferred equity + net debt + minority interest. Values calculated using closing prices as of
February 24, 2009, and latest available balance sheet figures
(3)
Enterprise value includes purchase premium offered for CF shares


19
growing across the value chain
Combined Capital Structure Remains Strong
Cash consideration supported by $1.4 billion in committed financing
Credit metrics for combined company remain in line with investment grade
rating
Expected strong future cash flow from combined entity would allow for future
additional growth and/or share buy-backs or increased dividends
Current Agrium
(1)
Combined Agrium/CF
(1,2)
Total Debt
36%
Shareholder
Equity
61%
Minority
Interest
3%
0%
20%
40%
60%
80%
100%
Current Agrium
Total Debt
35%
Shareholder
Equity
62%
Minority
Interest
3%
0%
20%
40%
60%
80%
100%
Combined Agrium/CF
(1)
Based on December 31, 2008 balance sheet
(2)
Assumes $72 purchase price funded 56% with equity and remainder by cash
and debt


20
growing across the value chain
Compelling Value for Shareholders of Both Companies
Most Attractive Option for CF Shareholders:
CF shareholders receive an attractive premium from
Agrium, rather than pay a premium to Terra shareholders
Attractive cash component of US$ 31.70 per share and
24 percent of a combined Agrium/CF company
Significant Agrium share component allows CF
shareholders an opportunity to participate in further value
creation, including realization of significant synergies
Benefit from more diverse product and revenue mix


21
growing across the value chain
Compelling Value for Shareholders of Both Companies
For Agrium Shareholders:
Accretive to Agrium shareholders
Creates a global leader in crop nutrients
Continues Agrium’s growth across value chain
Proven track record of successful acquisitions and
integration
Increased leverage across wholesale and distribution
businesses