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Exhibit 99
 POINT LISAS NITROGEN LIMITED
 TABLE OF CONTENTS
 PageREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    
    1FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER 31, 2005:Balance Sheet
    
    2Statement of Income
    
    3Statement of Changes in Shareholders Equity
    
    4Statement of Cash Flows
    
    5Notes to Financial Statements
    
    6 - 15




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REPORT OF INDEPENDENT REGISTERED
 PUBLIC ACCOUNTING FIRM
      
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POINT LISAS NITROGEN LIMITED
 BALANCE SHEET
AS OF DECEMBER 31, 2005  (Expressed in thousands of United States dollars)
 2005
    
    
    2004ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    35,168
    
    
    $
    1,094Restricted cash (Note 3)
    
    
    
    
    
    
    24,144Accounts receivable  affiliates (Note 4)
    
    
    13,985
    
    
    
    16,261Accounts receivable  other
    
    
    634
    
    
    
    509Inventories (Note 5)
    
    
    13,925
    
    
    
    11,129Other current assets
    
    
    1,440
    
    
    
    1,701Total current assets
    
    
    65,152
    
    
    
    54,838NON-CURRENT ASSETS:Property, plant and equipment (Note 6)
    
    
    179,903
    
    
    
    194,728Other long-term assets (Note 7)
    
    
    689
    
    
    
    843Deferred income tax asset (Note 8)
    
    
    15,365
    
    
    
    41,069Total non-current assets
    
    
    195,957
    
    
    
    236,640TOTAL
    
    $
    261,109
    
    
    $
    291,478LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    7,773
    
    
    $
    6,505Taxation payable
    
    
    12,206
    
    
    
    Other current liabilities
    
    
    8,815
    
    
    
    7,084Total current liabilities
    
    
    28,794
    
    
    
    13,589ADVANCES FROM SHAREHOLDERS (Note 9)
    
    
    108,022
    
    
    
    108,022Total liabilities
    
    
    136,816
    
    
    
    121,611SHAREHOLDERS EQUITY:Capital, of no par value (Note 10)
    
    
    9,854
    
    
    
    9,854Retained earnings
    
    
    114,439
    
    
    
    160,013Total shareholders equity
    
    
    124,293
    
    
    
    169,867TOTAL
    
    $
    261,109
    
    
    $
    291,478
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POINT LISAS NITROGEN LIMITED
 STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 2005  (Expressed in thousands of United States dollars)
 2005SALESTo affiliates (Note 11)
    
    $
    167,287COST AND EXPENSES:Cost of sales
    
    
    (86,143
    )General and administration
    
    
    (2,266
    )Total cost and expenses
    
    
    (88,409
    )Operating income
    
    
    78,878Other income (Note 12)
    
    
    831Income before income taxes
    
    
    79,709Income taxes - current charge (Note 8)
    
    
    (12,079
    )- deferred income tax (Note 8)
    
    
    (25,704
    )Total income taxes
    
    
    (37,783
    )NET INCOME
    
    $
    41,926
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POINT LISAS NITROGEN LIMITED
 STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY
YEAR ENDED DECEMBER 31, 2005  (Expressed in thousands of United States dollars)
 RetainedCapital
    
    
    Earnings
    
    
    TotalBalance at December 31, 2004
    
    $
    9,854
    
    
    $
    160,013
    
    
    $
    169,867Net income
    
    
    
    
    
    
    41,926
    
    
    
    41,926Less: dividends paid (Note 14)
    
    
    
    
    
    
    (87,500
    )
    
    
    (87,500
    )Balance at December 31, 2005
    
    $
    9,854
    
    
    $
    114,439
    
    
    $
    124,293
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POINT LISAS NITROGEN LIMITED
 STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2005  (Expressed in thousands of United States dollars)
 2005CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    41,926Adjustments to reconcile net income to net cash provided
by operations:Depreciation and amortization
    
    
    16,162Amortization of deferred gain from capital spare parts pooling
    
    
    (180
    )Deferred income taxes
    
    
    25,70483,612Changes in current assets and liabilities:Accounts receivable
    
    
    2,151Inventories
    
    
    (2,796
    )Other current assets
    
    
    261Accounts payable
    
    
    1,268Taxation payable
    
    
    12,206Other current liabilities
    
    
    1,731Net cash from operating activities
    
    
    98,433CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (2,502
    )Restricted cash
    
    
    24,144Proceeds from parts pool
    
    
    1,499Net cash from investing activities
    
    
    23,141CASH FLOWS FROM FINANCING ACTIVITY:Dividend payments
    
    
    (87,500
    )NET INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    34,074CASH AND CASH EQUIVALENTS (Note 2 (h)):Beginning of year
    
    
    1,094End of year
    
    $
    35,168SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:Taxes paid
    
    $
    412
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POINT LISAS NITROGEN LIMITED
 NOTES
TO THE FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2005  (Expressed in thousands of United States dollars)
 1.
    
    ORGANIZATION AND OPERATIONSFarmland MissChem Limited (FMCL) was incorporated in the Republic of Trinidad and Tobago in
1994 to own and operate an anhydrous ammonia plant in that country. The FMCLs name was
changed to Point Lisas Nitrogen Limited (the Company) on June 23, 2003. Up to May 6, 2003,
Farmland Industries Inc. (FII) and Mississippi Chemical Corporation (MCC), corporations
incorporated in the United States of America, were the ultimate parent companies each owning
50%. On May 7, 2003 the ownership interest of FII was acquired by Koch Mineral Services LLC,
an entity organized in the United States of America. On December 21, 2004 Mississippi
Chemical Corporation was acquired by Terra Industries, Inc., an entity organized in the United
States of America.Koch Nitrogen International Sárl (as assignee of FII) and Terra Mississippi Nitrogen, Inc.
(as assignee of MCC) are contractually obligated to purchase 100% of the FMCLs production
for the period of 12 years commencing the commissioning date, under terms also described
elsewhere herein.As discussed in Note 15(a) the Companys primary raw material is natural gas, which is
purchased from the National Gas Company of Trinidad and Tobago under a 20-year take or pay
contract dated October 18, 1996. Other principal components of cost of goods sold include
water and power, which are currently available only from state monopolies in the Republic of
Trinidad and Tobago, and certain catalysts which are available from multiple sources, except
one critical catalyst which is available only via one supplier.2.
    
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 a.
    
    Reporting currency and basis of presentation- Substantially all costs incurred
to build the Companys operating facilities were incurred in US dollars. In addition,
all sales are billed and collected in US dollars (except for labor and contract labor
which is paid in TT$). On-going operating costs are incurred and paid in US dollars or
are linked to the US dollar, and amounts due to and from shareholders are denominated in
US dollars. Accordingly, the US dollar has been selected as the reporting and
functional currency for the financial statements, which have been prepared in accordance
with generally accepted accounting principles of the United States of America.
Substantially all items of property, plant and equipment and other long-term assets are
located in the Republic of Trinidad and Tobago.
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POINT LISAS NITROGEN LIMITED
 NOTES
TO THE FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2005  (Expressed in thousands of United States dollars)
 b.
    
    Use of estimates-The preparation of financial statements in conformity with
generally accepted accounting principles of the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets,
liabilities, the disclosure of contingent assets and liabilities at year end and the
reported amounts of revenues and expenses during the year. Actual results may differ
from those estimates.c.
    
    Income taxes-Deferred income tax assets are recorded based on the difference
between the financial statement and income tax basis of assets using existing tax rates.
Deferred tax expense is the change during the year in the deferred tax assets.d.
    
    Inventories-Inventories are stated at the lower of cost or net realizable
value. Cost is determined using the following basis:
 i.
    
    Items purchased from third parties are valued at cost on the weighted
average basis;ii.
    
    Finished goods using the first-in first-out method are valued at
total production cost which includes all direct overheads.
 e.
    
    Property, plant and equipment-Property, plant and equipment are stated at cost
less accumulated depreciation. Depreciation is provided for on the straight-line basis
at varying rates sufficient to write off the cost of the assets over their estimated
useful lives as follows:
 Buildings and leasehold improvements
    
    20 yearsPlant and equipment
    
    3 to 20 yearsOther equipment
    
    3 to 15 years
 Interest costs attributable to major construction projects are capitalized in the
appropriate asset account and amortized over the estimated useful life of the related
asset.The Company maintains spare parts at its production facility to minimize downtime in
the event of a part failure. All parts that exceed a minimum value and are repairable
are capitalized as operating equipment and depreciated over their estimated useful
lives. Parts that do not exceed the minimum value or are not repairable are maintained
as replacement parts and are included as inventory in the Companys current assets.
These replacement parts are expensed when installed in the facility.Capital spares that belong to the spare parts pools are stated at cost less accumulated
depreciation. Depreciation is provided for on a straight-line basis to write off the
cost of the asset over their estimated useful lives.
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POINT LISAS NITROGEN LIMITED
 NOTES
TO THE FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2005  (Expressed in thousands of United States dollars)
 f.
    
    Major maintenance costs (turnaround)-Major maintenance costs (turnaround) are
expensed in the year in which the actual expenditure is incurred.g.
    
    Revenue recognition-Sales revenue is recognized when title transfers to the
customer upon completion of loading the shipping vessel as evidenced by the bill of
lading.h.
    
    Cash and cash equivalents-The Company considers investments in highly liquid
debt instruments with an initial maturity of three months or less to be cash
equivalents.
 3.
    
    RESTRICTED CASHThe Company entered into a Revenue Trust Agreement as a condition of a long-term loan. The
Revenue Trust Agreement required that all revenues, as defined in the agreement and which
included receipts for the sale of ammonia, be placed into an account administered by the
Revenue Trust Agent. Access to funds was restricted under various conditions as described in
Section 6 of the Revenue Trust Agreement. Consequent to the full repayment of the long-term
loan, the Revenue Trust Agreement was terminated and control of all funds has reverted to the
Company.4.
    
    ACCOUNTS RECEIVABLE  AFFILIATES
 2005
    
    
    2004Koch Nitrogen International Sárl
    
    $
    
    
    
    $
    1,977Terra Mississippi Nitrogen, Inc.
    
    
    13,985
    
    
    
    14,284$
    13,985
    
    
    $
    16,261
 5.
    
    INVENTORIES
 2005
    
    
    2004Finished goods  ammonia
    
    $
    8,406
    
    
    $
    6,124Spare parts
    
    
    5,289
    
    
    
    4,838Chemicals
    
    
    230
    
    
    
    167$
    13,925
    
    
    $
    11,129
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POINT LISAS NITROGEN LIMITED
 NOTES
TO THE FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2005  (Expressed in thousands of United States dollars)
 6.
    
    PROPERTY, PLANT AND EQUIPMENT
 2005
    
    
    2004Building and leasehold improvements
    
    $
    772
    
    
    $
    758Plant and equipment
    
    
    286,119
    
    
    
    286,443Other equipment
    
    
    3,171
    
    
    
    2,962Capital work in progress
    
    
    1,667
    
    
    
    471291,729
    
    
    
    290,634Less: accumulated depreciation and amortization
    
    
    (112,753
    )
    
    
    (96,876
    )178,976
    
    
    
    193,758Add: interest in capital spare parts pools (net)
    
    
    927
    
    
    
    970$
    179,903
    
    
    $
    194,728
 In April 2004 and January 2005, the Company entered into an arrangement with three
other companies which own substantially similar ammonia plants in the Republic of Trinidad
and Tobago for the pooling of certain capital spares. Under this agreement, the Company
acquired a proportionate interest in spares that these companies owned and transferred a
proportionate interest in its own spares to these other companies. These transfers were done
at a fair value using an indexing procedure with reference to an industry authority. The
surplus arising thereon is being deferred and recognized in the income statement over the
remaining useful life of the spares. The deferred gain recognized by the Company in 2005 was
$180.
 7.
    
    OTHER LONG-TERM ASSETS
 Site lease premium
    
    $
    406
    
    
    $
    406Lease option
    
    
    
    
    
    
    110Capital contribution
    
    
    598
    
    
    
    598Other
    
    
    34
    
    
    
    341,038
    
    
    
    1,148Less Accumulated amortization
    
    
    (349
    )
    
    
    (305
    )$
    689
    
    
    $
    843
 The site lease premium is being amortized over the term of the thirty year site lease.
The capital contribution relating to the utility supply is being amortized over twenty
years, the approximate life of the plant.
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POINT LISAS NITROGEN LIMITED
 NOTES
TO THE FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2005  (Expressed in thousands of United States dollars)
 8.
    
    INCOME TAXES
 2005The effective tax rates differ from the statutory tax rate of 35%
for the following reasons:Expected income taxes
    
    $
    27,898Tax holiday
    
    
    (5,830
    )Adjustment (re: prior years tax)
    
    
    15,548Other
    
    
    167Taxation expense
    
    $
    37,783Tax payable on current year income
    
    $
    11,912Deferred income tax
    
    
    25,704Green fund levy
    
    
    167Taxation expense
    
    $
    37,783
 2005
    
    
    2004Deferred income tax asset:Property, plant and equipment
    
    $
    8,937
    
    
    $
    32,142Deferred borrowing cost
    
    
    6,428
    
    
    
    8,927$
    15,365
    
    
    $
    41,069
 In accordance with the laws of The Republic of Trinidad and Tobago, the Company was
granted exemptions from taxes on income from anhydrous ammonia and customs duties for the
seven years commencing April 1, 1998. The Company elected not to record tax depreciation
during the exemption period. Legislation passed in July 2005 and January 2006 made it
mandatory for capital allowances to be claimed from January 1, 2005. These accounts have been
adjusted to reflect the impact of the legislation on the Companys income tax liability and
its deferred tax asset.
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POINT LISAS NITROGEN LIMITED
 NOTES
TO THE FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2005  (Expressed in thousands of United States dollars)
 9.
    
    ADVANCES FROM SHAREHOLDERS
 2005
    
    
    2004KNC Trinidad Limited
    
    $
    54,011
    
    
    $
    54,011Terra Nitrogen Trinidad Limited
    
    
    54,011
    
    
    
    54,011$
    108,022
    
    
    $
    108,022
 Advances from shareholders are unsecured, interest free, and repayable as and when
funds are available.10.
    
    SHAREHOLDERS EQUITY
 2005
    
    
    2004Capital:Authorized:Unlimited shares of no par valueIssued and fully paid:60,000,002 ordinary share of no par value
    
    $
    9,854
    
    
    $
    9,854
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POINT LISAS NITROGEN LIMITED
 NOTES
TO THE FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2005  (Expressed in thousands of United States dollars)
 11.
    
    SALES AND OTHER RELATED PARTIES TRANSACTIONSThe Company has entered into contracts for the sale of all of the Companys production of
anhydrous ammonia to FII and MCC for a period of twelve years commencing July 22, 1998. In
July 1999, MCC assigned this obligation to one of its subsidiary companies, Mississippi
Nitrogen, Inc. (re-named Terra Mississippi Nitrogen Inc.). On May 7, 2003, Koch Nitrogen
International Sárl assumed all of the obligations of FII under the sales contract that arose
after such date.The selling price is calculated as the greater of the Ammonia Market Price less five percent
(Adjusted Price) and the Ammonia Floor Price ($115 USD for the seven years beginning December
2003). The Company is required to maintain a cumulative total of the excess value between
the Ammonia Floor Price and the Adjusted Price. When the Adjusted Price exceeds the Ammonia
Floor Price by an amount greater than $10 USD, the buyer will pay the Ammonia Floor Price
plus $10 USD for each metric ton until the cumulative balance is exhausted. At December 31,
2005 and 2004 the cumulative total of the excess amounted to $Nil and $Nil, respectively.
 2005Sales:Terra Mississippi Nitrogen, Inc.
    
    $
    87,303Koch Nitrogen International Sárl
    
    
    79,984$
    167,287
 12.
    
    OTHER INCOMEOther income includes interest income received on the commercial bank accounts.13.
    
    PENSION BENEFITSThe Company maintains a defined contribution pension plan for all permanent employees where
the Company contributes 8% (6% up to June 30, 2005) of an employees base pay to a deferred
annuity naming each employee as the beneficiary. Contributions for the year amounted to
$133.
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POINT LISAS NITROGEN LIMITED
 NOTES
TO THE FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2005  (Expressed in thousands of United States dollars)
 14.
    
    DIVIDENDSDuring the year by Board Resolution the following dividends were declared and paid.
 AmountsDeclaredDate of Resolution
    
    Shareholders of Record
    
    and PaidApril 15, 2005
    
    April 14, 2005
    
    $
    45,000July 29, 2005
    
    July 29, 2005
    
    
    17,500October 27, 2005
    
    October 31, 2005
    
    
    25,000$
    87,500
 15.
    
    COMMITMENTS
 a.
    
    Natural gas supplyUnder the terms of a 20-year take or pay contract the Company is required to purchase
a maximum of 80% of the Annual Contract Quantity (ACQ) of gas in a 365 day year. The
gas price is linked to an Ammonia Reference Price which escalates annually by 4%
compounded in each subsequent twelve month period after the sixtieth month. The
shortfall of natural gas below the ACQ must be purchased by the Company at the average
annual price for the contract year. The payment for gas not taken can be recovered
over the following five years by not paying for gas received in excess of 80% of the
ACQ. Minimum commitments under this contract are as follows:
 2006
    
    $
    18,0512007
    
    
    18,7722008
    
    
    19,5232009
    
    
    20,3042010
    
    
    21,1162011 to 2018
    
    
    194,849$
    292,615
 Expenditure for the year amounted to $55,202.
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POINT LISAS NITROGEN LIMITED
 NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2005  (Expressed in thousands of United States dollars)
 b.
    
    Pipeline equipmentThe Company has entered into an equipment lease agreement with the National Gas Company
of Trinidad and Tobago Limited for the lease of certain pipeline equipment used to
transport ammonia production to a port facility. This lease is for a period of twenty
years commencing July 22, 1998. The annual lease payments are based on a calculation
linked to the price of ammonia, and are only required if the market price exceeds the
average of $170 USD per metric ton for the twelve month period commencing each July 22.
Annual lease payments will not exceed $2,300 per annum. Expenditure for the year
amounted to $2,300.c.
    
    Plant siteThe Company has entered into lease agreements for the plant site and right of way for
the common corridor to a port facility. These leases are for a period of thirty years
which commenced October, 1996 and January, 1997 and carry an option to renew for a
further thirty years.Under the terms of the agreements, annual lease payments are as follows:
 2006
    
    $
    4792007
    
    
    4982008
    
    
    5182009
    
    
    5382010
    
    
    5592011 to 2018
    
    
    11,550$
    14,142
 Expenditure for the year amounted to $462.From 2006, the lease commitments may increase or decrease based on the Consumer Price
Index in the United States of America and the Index of Prices in The Republic of
Trinidad and Tobago.
 16.
    
    CONTINGENT LIABILITIES
 2005
    
    
    2004Customs bonds
    
    $
    245
    
    
    $
    84
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POINT LISAS NITROGEN LIMITED
 NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2005  (Expressed in thousands of United States dollars)
 17.
    
    SUBSEQUENT EVENTSBy resolution of the Board of Directors on January 31,
2006 a dividend in the amount of $35,000 was declared to be paid at the earliest opportunity.18.
    
    FINANCIAL INSTRUMENTSShort-term financial assets and liabilitiesThe carrying amount of short-term financial assets and liabilities comprising cash and cash
equivalents, accounts receivable and accounts payable approximate their fair market values.
 * * * * *
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