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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q/A

(Amendment No. l)



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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended March 31, 2004



Commission file number 1-9759



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LOGO



IMC Global Inc.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 36-3492467                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



100 South Saunders
Road

Lake Forest, Illinois 60045

(847) 739-1200

(Address and zip code of principal executive offices and registrants
telephone number, including area code)



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x.    No ̈.



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Exchange Act).    Yes  x.    No ̈.



APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuers classes of common stock as of the latest practicable date: 115,818,873 shares, excluding 14,922,406 treasury shares as of April 29, 2004.



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##### Table of Contents

Table of Contents



|       |  |                       |  |                                                                                       |  |     
|------ |  | --------------------- |  | ------------------------------------------------------------------------------------- |  | ----
|       |  |                       |  |                                                                                       |  | Page
|Part I |  | Financial Information |  |                                                                                      
|       |  |                       | 
|       |  | Item 1.               |  | Financial Statements                                                                  |  | 1   
|       |  |                       | 
|       |  |                       |  | - Condensed Consolidated Statement of Operations                                      |  | 2   
|       |  |                       |  | - Condensed Consolidated Balance Sheet                                                |  | 3   
|       |  |                       |  | - Condensed Consolidated Statement of Cash Flows                                      |  | 4   
|       |  |                       |  | - Notes to Condensed Consolidated Financial Statements                                |  | 5   
|       |  |                       | 
|       |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 20  
|       |  |                       | 
|       |  |                       |  | - Results of Operations                                                               |  | 20  
|       |  |                       |  | - Capital Resources and Liquidity                                                     |  | 23  
|       |  |                      
|       |  | Signatures            |  | S-1                                                                                  
|       |  |                      
|       |  | Exhibit Index         |  | E-1                                                                                  



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##### Table of Contents

EXPLANATORY NOTE



This amendment (Amendment) to the Quarterly Report on Form 10-Q (Form 10-Q) of IMC Global Inc. (Company or IMC) for the quarter ended March 31, 2004 is
being filed to address comments from the staff of the Securities and Exchange Commission in connection with the staffs review of (i) registration statements on Form S-4 of (a) The Mosaic Company (formerly Global Nutrition Solutions Inc.)
related to the pending combination of the Company and Cargill Crop Nutrition and (b) the Company related to the pending merger of Phosphate Resource Partners Limited Partnership (PLP) into a subsidiary of the Company and (ii) the documents
incorporated by reference in such registration statements, including the Form 10-Q. The Amendment enhances and clarifies certain disclosures and reclassifies certain information in the Form 10-Q. The Amendment does not change reported net sales,
earnings (loss) from continuing operations, net earnings (loss), per share amounts or stockholders equity. The Amendment results in an increase in total assets as of December 31, 2003 of $90.8 million or 2.5 percent and a corresponding
increase in current liabilities of $90.8 million; these amounts were previously presented on a net asset basis on the face of the balance sheet as of December 31, 2003. No change resulted to stockholders equity.



The Form 10-Q, including information that is being added or amended by the
Amendment, does not reflect any events or developments occurring subsequent to May 7, 2004, the date on which the Form 10-Q was filed. For a discussion of events and developments occurring subsequent to May 7, 2004, see the Companys Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2004 as amended by Amendment No. 1 thereto on Form 10-Q/A.



PART I. FINANCIAL INFORMATION



Item 1. Financial Statements hereby is amended to read in its entirety as follows:



Item 1. Financial Statements



The
accompanying interim condensed consolidated financial statements of the Company do not include all disclosures normally provided in annual financial statements. These financial statements, which should be read in conjunction with the consolidated
financial statements contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2003 are unaudited but include all adjustments which the Companys management considers necessary for fair presentation. These
adjustments consist of normal recurring accruals and the adoption of new accounting pronouncements. Certain 2003 amounts have been reclassified to conform to the 2004 presentation. Interim results are not necessarily indicative of the results
expected for the full year.



1



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CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(In millions, except per share amounts)

(Unaudited)



|                                                                                                                                          |  |                            |       |   |      |   |       |  
|----------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ----- | - | ---- | - | ----- | -
|                                                                                                                                          |  | Three months endedMarch 31 |      
|                                                                                                                                          |  | 2004                       |       |   | 2003 |  
|Net sales                                                                                                                                 |  | $                          | 584.2 |   |      | $ | 552.1 |  
|Cost of goods sold                                                                                                                        |  |                            | 505.4 |   |      |   | 516.9 |  
|                                                                                                                                          |  |                            |       |   |      |   |       |  
|Gross margins                                                                                                                             |  |                            | 78.8  |   |      |   | 35.2  |  
|                                                                                                                                          |  |                           
|Selling, general and administrative expenses                                                                                              |  |                            | 16.8  |   |      |   | 18.3  |  
|Restructuring charges                                                                                                                     |  |                            |      |   |      |   | 3.9   |  
|                                                                                                                                          |  |                            |       |   |      |   |       |  
|Operating earnings                                                                                                                        |  |                            | 62.0  |   |      |   | 13.0  |  
|                                                                                                                                          |  |                           
|Interest expense                                                                                                                          |  |                            | 47.1  |   |      |   | 45.9  |  
|Foreign currency transaction (gain) loss                                                                                                  |  |                            | (4.6  | ) |      |   | 21.9  |  
|Debt refinancing expense                                                                                                                  |  |                            |      |   |      |   | 2.9   |  
|Other expense, net                                                                                                                        |  |                            | 8.8   |   |      |   | 0.5   |  
|                                                                                                                                          |  |                            |       |   |      |   |       |  
|Earnings (loss) before minority interest                                                                                                  |  |                            | 10.7  |   |      |   | (58.2 | )
|Minority interest                                                                                                                         |  |                            | (8.5  | ) |      |   | (11.6 | )
|                                                                                                                                          |  |                            |       |   |      |   |       |  
|Earnings (loss) before taxes                                                                                                              |  |                            | 19.2  |   |      |   | (46.6 | )
|Provision (benefit) for income taxes                                                                                                      |  |                            | 7.6   |   |      |   | (14.9 | )
|                                                                                                                                          |  |                            |       |   |      |   |       |  
|Earnings (loss) from continuing operations                                                                                                |  |                            | 11.6  |   |      |   | (31.7 | )
|Loss from discontinued operations                                                                                                         |  |                            | (2.4  | ) |      |   |      |  
|                                                                                                                                          |  |                            |       |   |      |   |       |  
|Earnings (loss) before cumulative effect of a change in accounting principle                                                              |  |                            | 9.2   |   |      |   | (31.7 | )
|Cumulative effect of a change in accounting principle (net of minority interest of $6.9 and a tax benefit of $3.0)                        |  |                            |      |   |      |   | (4.9  | )
|                                                                                                                                          |  |                            |       |   |      |   |       |  
|Net earnings (loss)                                                                                                                       |  | $                          | 9.2   |   |      | $ | (36.6 | )
|                                                                                                                                          |  |                            |       |   |      |   |       |  
|Earnings (loss) from continuing operations available for common shareholders:                                                             |  |                            |       |   |      |   |       |  
|Earnings (loss) from continuing operations                                                                                                |  | $                          | 11.6  |   |      | $ | (31.7 | )
|Preferred stock dividend                                                                                                                  |  |                            | (2.6  | ) |      |   |      |  
|                                                                                                                                          |  |                            |       |   |      |   |       |  
|                                                                                                                                          |  | $                          | 9.0   |   |      | $ | (31.7 | )
|                                                                                                                                          |  |                            |       |   |      |   |       |  
|Basic and diluted earnings (loss) per share:                                                                                              |  |                            |       |   |      |   |       |  
|Earnings (loss) from continuing operations available for common shareholders before cumulative effect of a change in accounting
principle |  | $                          | 0.08  |   |      | $ | (0.28 | )
|Loss from discontinued operations                                                                                                         |  |                            | (0.02 | ) |      |   |      |  
|Cumulative effect of a change in accounting principle                                                                                     |  |                            |      |   |      |   | (0.04 | )
|                                                                                                                                          |  |                            |       |   |      |   |       |  
|Net earnings (loss) per share available for common shareholders                                                                           |  | $                          | 0.06  |   |      | $ | (0.32 | )
|                                                                                                                                          |  |                            |       |   |      |   |       |  
|Basic weighted average number of shares outstanding                                                                                       |  |                            | 114.9 |   |      |   | 114.7 |  
|                                                                                                                                          |  |                           
|Diluted weighted average number of shares outstanding                                                                                     |  |                            | 116.0 |   |      |   | 114.7 |  
|                                                                                                                                          |  |                           
|Dividends declared per share of common stock                                                                                              |  | $                          |      |   |      | $ | 0.02  |  
|                                                                                                                                          |  |                            |       |   |      |   |       |  



(See Notes to Condensed
Consolidated Financial Statements)



2



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CONDENSED CONSOLIDATED BALANCE SHEET

(Dollars in millions)



|                                                                                                                                                            |  |                |          |   |                   |   |          |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | -------- | - | ----------------- | - | -------- | -
|                                                                                                                                                            |  | (Unaudited)    |          |   |                   |  
|                                                                                                                                                            |  | March 31, 2004 |          |   | December 31, 2003 |  
|Assets                                                                                                                                                      |  |                |          |   |                   |   |          |  
|                                                                                                                                                            |  |               
|Current assets:                                                                                                                                             |  |                |          |   |                   |   |          |  
|Cash and cash equivalents                                                                                                                                   |  | $              | 1.5      |   |                   | $ | 76.8     |  
|Restricted cash                                                                                                                                             |  |                |         |   |                   |   | 12.4     |  
|Receivables, net                                                                                                                                            |  |                | 213.7    |   |                   |   | 194.8    |  
|Inventories, net                                                                                                                                            |  |                | 354.1    |   |                   |   | 305.7    |  
|Deferred income taxes                                                                                                                                       |  |                | 7.1      |   |                   |   | 7.1      |  
|Assets of discontinued operations held for sale                                                                                                             |  |                |         |   |                   |   | 92.8     |  
|Other current assets                                                                                                                                        |  |                | 43.9     |   |                   |   | 40.8     |  
|                                                                                                                                                            |  |                |          |   |                   |   |          |  
|Total current assets                                                                                                                                        |  |                | 620.3    |   |                   |   | 730.4    |  
|                                                                                                                                                            |  |               
|Property, plant and equipment, net                                                                                                                          |  |                | 2,331.7  |   |                   |   | 2,357.8  |  
|Goodwill, net                                                                                                                                               |  |                | 289.0    |   |                   |   | 289.0    |  
|Other assets                                                                                                                                                |  |                | 395.5    |   |                   |   | 384.3    |  
|                                                                                                                                                            |  |                |          |   |                   |   |          |  
|Total assets                                                                                                                                                |  | $              | 3,636.5  |   |                   | $ | 3,761.5  |  
|                                                                                                                                                            |  |                |          |   |                   |   |          |  
|Liabilities and Stockholders Equity                                                                                                                        |  |                |          |   |                   |   |          |  
|                                                                                                                                                            |  |               
|Current liabilities:                                                                                                                                        |  |                |          |   |                   |   |          |  
|Accounts payable                                                                                                                                            |  | $              | 175.4    |   |                   | $ | 185.7    |  
|Accrued liabilities                                                                                                                                         |  |                | 257.5    |   |                   |   | 242.9    |  
|Liabilities of discontinued operations to be assumed in a sale                                                                                              |  |                |         |   |                   |   | 90.8     |  
|Short-term debt and current maturities of long-term debt                                                                                                    |  |                | 43.4     |   |                   |   | 25.4     |  
|                                                                                                                                                            |  |                |          |   |                   |   |          |  
|Total current liabilities                                                                                                                                   |  |                | 476.3    |   |                   |   | 544.8    |  
|                                                                                                                                                            |  |               
|Long-term debt, less current maturities                                                                                                                     |  |                | 2,057.8  |   |                   |   | 2,091.4  |  
|Deferred income taxes                                                                                                                                       |  |                | 1.6      |   |                   |   | 19.9     |  
|Other noncurrent liabilities                                                                                                                                |  |                | 576.7    |   |                   |   | 578.8    |  
|                                                                                                                                                            |  |               
|Stockholders equity:                                                                                                                                       |  |                |          |   |                   |   |          |  
|Preferred stock, 7.5% mandatory convertible preferred, $1 par value, issued 2,750,000 as of March 31 and December 31 (liquidation preference $50 per share) |  |                | 2.8      |   |                   |   | 2.8      |  
|Common stock, $1 par value, authorized 300,000,000 shares; issued 130,594,856 shares and 130,589,425 shares as of March 31 and December 31,
respectively    |  |                | 130.6    |   |                   |   | 130.6    |  
|Capital in excess of par value                                                                                                                              |  |                | 1,864.6  |   |                   |   | 1,871.7  |  
|Accumulated deficit                                                                                                                                         |  |                | (1,125.6 | ) |                   |   | (1,132.2 | )
|Accumulated other comprehensive income (loss)                                                                                                               |  |                | (8.9     | ) |                   |   | 1.0      |  
|Treasury stock, at cost, 14,922,406 and 15,486,798 shares as of March 31 and December 31, respectively                                                      |  |                | (339.4   | ) |                   |   | (347.3   | )
|                                                                                                                                                            |  |                |          |   |                   |   |          |  
|Total stockholders equity                                                                                                                                  |  |                | 524.1    |   |                   |   | 526.6    |  
|                                                                                                                                                            |  |                |          |   |                   |   |          |  
|Total liabilities and stockholders equity                                                                                                                  |  | $              | 3,636.5  |   |                   | $ | 3,761.5  |  
|                                                                                                                                                            |  |                |          |   |                   |   |          |  



(See Notes to Condensed
Consolidated Financial Statements)



3



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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(In millions)

(Unaudited)



|                                                                                       |  |                            |        |   |      |   |        |  
|-------------------------------------------------------------------------------------- |  | -------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                       |  | Three months endedMarch 31 |       
|                                                                                       |  | 2004                       |        |   | 2003 |  
|Cash Flows from Operating Activities                                                   |  |                            |        |   |      |   |        |  
|                                                                                       |  |                           
|Net earnings (loss)                                                                    |  | $                          | 9.2    |   |      | $ | (36.6  | )
|Adjustments to reconcile net earnings (loss) to net cash used in operating activities: |  |                            |        |   |      |   |        |  
|Adjustments from continuing operations:                                                |  |                            |        |   |      |   |        |  
|Depreciation, depletion and amortization                                               |  |                            | 45.5   |   |      |   | 41.1   |  
|Minority interest                                                                      |  |                            | (8.5   | ) |      |   | (11.6  | )
|Deferred income taxes                                                                  |  |                            | (16.4  | ) |      |   | (18.6  | )
|Cumulative effect of a change in accounting principle                                  |  |                            |       |   |      |   | 4.9    |  
|Other charges                                                                          |  |                            | 3.9    |   |      |   | 18.9   |  
|Other credits                                                                          |  |                            | (17.1  | ) |      |   | (26.3  | )
|Changes in:                                                                            |  |                            |        |   |      |   |        |  
|Receivables                                                                            |  |                            | (18.9  | ) |      |   | (22.1  | )
|Inventories                                                                            |  |                            | (48.4  | ) |      |   | 37.3   |  
|Other current assets                                                                   |  |                            | 1.7    |   |      |   | 0.2    |  
|Accounts payable                                                                       |  |                            | (10.3  | ) |      |   | 22.5   |  
|Accrued liabilities                                                                    |  |                            | 13.1   |   |      |   | (22.2  | )
|Adjustments from discontinued operations                                               |  |                            |       |   |      |   | 0.6    |  
|                                                                                       |  |                            |        |   |      |   |        |  
|Net cash used in operating activities                                                  |  |                            | (46.2  | ) |      |   | (11.9  | )
|                                                                                       |  |                           
|Cash Flows from Investing Activities                                                   |  |                            |        |   |      |   |        |  
|                                                                                       |  |                           
|Capital expenditures                                                                   |  |                            | (23.6  | ) |      |   | (23.7  | )
|Proceeds from the sale of assets                                                       |  |                            | 2.1    |   |      |   | 20.6   |  
|                                                                                       |  |                            |        |   |      |   |        |  
|Net cash used in investing activities                                                  |  |                            | (21.5  | ) |      |   | (3.1   | )
|                                                                                       |  |                            |        |   |      |   |        |  
|Net cash used before financing activities                                              |  |                            | (67.7  | ) |      |   | (15.0  | )
|                                                                                       |  |                           
|Cash Flows from Financing Activities                                                   |  |                            |        |   |      |   |        |  
|                                                                                       |  |                           
|Payments of long-term debt                                                             |  |                            | (109.9 | ) |      |   | (361.1 | )
|Proceeds from issuance of long-term debt                                               |  |                            | 113.7  |   |      |   | 366.5  |  
|Changes in short-term debt, net                                                        |  |                            | (19.3  | ) |      |   | (98.5  | )
|Restricted cash                                                                        |  |                            | 12.4   |   |      |   | 105.5  |  
|Debt refinancing and issuance costs                                                    |  |                            | (1.9   | ) |      |   | (1.7   | )
|Cash dividends paid                                                                    |  |                            | (2.6   | ) |      |   | (2.3   | )
|                                                                                       |  |                            |        |   |      |   |        |  
|Net cash provided by (used in) financing activities                                    |  |                            | (7.6   | ) |      |   | 8.4    |  
|                                                                                       |  |                            |        |   |      |   |        |  
|Net change in cash and cash equivalents                                                |  |                            | (75.3  | ) |      |   | (6.6   | )
|Cash and cash equivalents - beginning of period                                        |  |                            | 76.8   |   |      |   | 17.7   |  
|                                                                                       |  |                            |        |   |      |   |        |  
|Cash and cash equivalents - end of period                                              |  | $                          | 1.5    |   |      | $ | 11.1   |  
|                                                                                       |  |                            |        |   |      |   |        |  



(See Notes to Condensed
Consolidated Financial Statements)



4



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share amounts)

(Unaudited)



|1. | RESTRUCTURING CHARGES
|-- | ---------------------



Activity related to the Companys restructuring accruals during the period January 1, 2004 to March 31, 2004 was as follows:



|                               |  |                              |      |           |   |      |                             |  |   |     
|------------------------------ |  | ---------------------------- | ---- | --------- | - | ---- | --------------------------- |  | - | ----
|                               |  | Accrual as ofJanuary 1, 2004 |      | Cash Paid |   |      | Accrual as ofMarch 31, 2004
|Non-employee exit costs:       |  |                              |      |           |   |      |                             |  |   |     
|Demolition and closure costs   |  | $                            | 18.8 |           | $ | (1.2 | )                           |  | $ | 17.6
|                               |  |                              |     
|Employee headcount reductions: |  |                              |      |           |   |      |                             |  |   |     
|Severance benefits             |  |                              | 3.2  |           |   | (0.7 | )                           |  |   | 2.5 
|                               |  |                              |      |           |   |      |                             |  |   |     
|Total                          |  | $                            | 22.0 |           | $ | (1.9 | )                           |  | $ | 20.1
|                               |  |                              |      |           |   |      |                             |  |   |     



The timing and costs
of the prior restructuring activities are generally on schedule with the time and dollar estimates disclosed in the Companys 2003 Annual Report on Form 10-K.



|2. | DISCONTINUED OPERATIONS
|-- | -----------------------



In December 1999, the Company received approval from the Board of Directors for a plan to sell the entire IMC Chemicals (Chemicals) business unit. On
November 5, 2001, the Company sold Penrice Soda Products Pty. Ltd., an Australian unit of Chemicals. On February 21, 2003, the Company sold its White River Nahcolite Minerals (White River) sodium bicarbonate mine and plant for proceeds of
approximately $20.6 million. On March 23, 2004 the Company sold substantially all of its remaining discontinued Chemicals entities, which generally comprised the soda ash and boron businesses, for gross proceeds of $6.0 million and retained a
minority economic interest in the resulting company. In the first quarter of 2004, the Company recorded an additional loss on disposal of $2.4 million, which included an additional operating loss of $4.0 million, $3.0 million after tax, to reflect
the terms of the sale.



As of December 31, 2003 the assets of
discontinued operations held for sale and the liabilities of discontinued operations to be assumed in a sale of Chemicals, including the estimated losses on disposal, consisted of the following:



|                                                               |  |                   |     
|-------------------------------------------------------------- |  | ----------------- | ----
|                                                               |  | December 31, 2003
|Assets:                                                        |  |                   |     
|Receivables, net                                               |  | $                 | 38.9
|Inventories, net                                               |  |                   | 48.8
|Other current assets                                           |  |                   | 0.7 
|Other assets                                                   |  |                   | 4.4 
|                                                               |  |                   |     
|Assets of discontinued operations held for sale                |  | $                 | 92.8
|                                                               |  |                   |     
|Liabilities:                                                   |  |                   |     
|Accounts payable                                               |  | $                 | 27.8
|Accrued liabilities                                            |  |                   | 22.1
|Estimated accrued loss on disposal                             |  |                   | 35.0
|Other noncurrent liabilities                                   |  |                   | 5.9 
|                                                               |  |                   |     
|Liabilities of discontinued operations to be assumed in a sale |  | $                 | 90.8
|                                                               |  |                   |     



5



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##### Table of Contents

|3. | INVENTORIES
|-- | -----------



|                                 |  |                |       |   |                   |   |       |  
|-------------------------------- |  | -------------- | ----- | - | ----------------- | - | ----- | -
|                                 |  | March 31, 2004 |       |   | December 31, 2003 |  
|Products (principally finished)  |  | $              | 281.8 |   |                   | $ | 235.3 |  
|Operating materials and supplies |  |                | 77.7  |   |                   |   | 75.5  |  
|                                 |  |                |       |   |                   |   |       |  
|                                 |  |                | 359.5 |   |                   |   | 310.8 |  
|Less: Allowances                 |  |                | (5.4  | ) |                   |   | (5.1  | )
|                                 |  |                |       |   |                   |   |       |  
|Inventories, net                 |  | $              | 354.1 |   |                   | $ | 305.7 |  
|                                 |  |                |       |   |                   |   |       |  



|4. | FINANCING ARRANGEMENTS
|-- | ----------------------



In May 2001, the Company entered into a senior secured credit facility pursuant to a credit agreement. The credit facility, as amended and restated
(Credit Facility) consists of a revolving credit facility (Revolving Credit Facility) of up to $210.0 million available for revolving credit loans and letters of credit and of a term loan facility (Term Loan Facility) of approximately $251.3
million. As of March 31, 2004, the Company had no outstanding borrowings under the Revolving Credit Facility; outstanding letters of credit totaling $81.5 million, $1.5 million of which do not reduce availability under the Revolving Credit Facility;
and $251.3 million outstanding under the Term Loan Facility. The net available borrowings under the Revolving Credit Facility as of March 31, 2004, were approximately $130.0 million.



The Credit Facility contains certain covenants that limit matters, including capital expenditures, joint venture
investments, monetary acquisitions, indebtedness, the payment of dividends, and repurchases or redemptions of capital stock. The Credit Facility also requires the Company to meet certain financial tests, including, but not limited to, a maximum
total leverage ratio, a maximum secured leverage ratio, a minimum interest coverage ratio and a maximum ratio of the sum of certain secured obligations as of any date to the collateral coverage amount (as defined in the Credit Facility). The Company
expects to be in compliance with the provisions of the Credit Facility throughout 2004. Under the covenants limiting the payment of dividends, as of March 31, 2004, the Company had $33.6 million available for the payment of cash dividends with
respect to its common stock. The amount available for payment of dividends is increased by 25 percent of cumulative Consolidated Net Income (as defined) for each fiscal year. Additionally, after the payment of any future cash dividends on common
stock, the Company must have at least $50.0 million of additional borrowings available under the Revolving Credit Facility.



In March 2004, IMC announced that it had obtained amendments to the credit agreement governing its Credit Facility (Credit Agreement). The descriptions of
the terms of the Credit Agreement below reflect those amendments.



The interest expense coverage ratio is the ratio of consolidated Credit Agreement adjusted EBITDA to consolidated interest expense (as defined in the Credit Agreement governing IMCs credit facilities), and such ratio is required to
equal or exceed the following ratios for the four consecutive fiscal quarters ended on any date during any period set forth below: (i) 1.70 to 1.00 for the period of January 1, 2004 to and including December 31, 2004; and (ii) 2.50 to 1.00 after
December 31, 2004. For the four fiscal quarters ended March 31, 2004, IMCs interest expense coverage ratio was 1.88 to 1.00.



The total leverage ratio is the ratio of total indebtedness to consolidated Credit Agreement adjusted EBITDA (each as defined in the Credit Agreement
governing IMCs credit facilities) for the preceding four fiscal quarters, and such ratio is required to be equal to or less than the ratios set forth below as of the last day of any fiscal quarter ending during any period set forth below: (i)
6.50 to 1.00 for the period of January 1, 2004 to and including December 31, 2004; and (ii) 4.00 to 1.00 after December 31, 2004. For the four fiscal quarters ended March 31, 2004, IMCs total leverage ratio was 5.59 to 1.00.



The secured leverage ratio is the ratio of the total principal amount of the
loans under the credit facilities to consolidated Credit Agreement adjusted EBITDA (each as defined in the Credit Agreement governing IMCs credit facilities) for the preceding four fiscal quarters, and as of the period ended March 31, 2003 and
the last day of any fiscal quarter thereafter, such ratio was required to be less than 2.00 to 1.00. For the four fiscal quarters ended March 31, 2004, IMCs secured leverage ratio was 0.73 to 1.00.



6



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The collateral coverage ratio is the ratio of the total value of the collateral securing IMCs
credit facilities to the sum of the total principal amount of the loans under IMCs credit facilities plus the amount of any outstanding letters of credit, and as of the date of the Credit Facility and any date thereafter, such ratio was
required to be equal to or greater than 1.00 to 1.00. At March 31, 2004, IMCs collateral coverage ratio was 1.67 to 1.00.



As part of the March 2004 amendments to the Credit Agreement, IMC amended the former provisions pursuant to which the Credit Facility (which otherwise
matures in May 2006 in the case of the Revolving Credit Facility and November 2006 in the case of the Term Loan Facility) would have matured on October 15, 2004 if IMC had not refinanced its 7.625 percent Senior Notes due in 2005 and 6.55 percent
Senior Notes due in 2005 (collectively 2005 Notes) prior to October 15, 2004. In 2003, IMC refinanced approximately $413.5 million of the $450.0 million 2005 Notes then outstanding. Pursuant to the amendments, the Credit Facility will not mature
until the dates in 2006 referred to above as long as IMC repays approximately $10.0 million of the 2005 Notes at maturity in January 2005 and refinances the remaining approximately $27.0 million balance of the 2005 Notes by March 24, 2005 with the
proceeds from an offering of debt securities that do not mature or require any amortization or other payment prior to May 31, 2007 or with the proceeds from an offering of equity securities.



Interest rates associated with the Term Loan Facility and the Revolving
Credit Facility vary depending upon the Companys leverage ratio. With respect to the Revolving Credit Facility, interest on this loan is calculated at either prime plus 150.0 to 225.0 basis points or LIBOR plus 250.0 to 325.0 basis points.
With respect to the Term Loan Facility, interest on such loans is calculated at either prime plus 275.0 to 300.0 basis points or LIBOR plus 375.0 to 400.0 basis points. The Revolving Credit Facility and the Term Loan Facility bear interest at LIBOR
plus 325.0 basis points and LIBOR plus 400.0 basis points, respectively, as of March 31, 2004.



IMC and Cargill, Incorporated (Cargill) announced on January 27, 2004 the signing of a definitive agreement to combine IMC and Cargill Crop Nutrition to
create a new, publicly traded company (Note 11). IMC must obtain the consent of the lenders under the Credit Facility prior to completion of the transactions contemplated by the agreement with Cargill. While IMC intends to seek the consent of such
lenders and anticipates that it will receive their consent, there can be no assurance that their consent will be obtained.



The indentures relating to the Companys 10.875 percent notes due 2008 and the 11.25 percent notes due 2011, collectively IMC Senior Notes, contain a
covenant which requires the consent of the holders of the IMC Senior Notes to a merger involving IMC unless certain financial tests are met immediately following that merger. IMC is evaluating whether the consent of the holders of the IMC Senior
Notes will be required to consummate the merger of IMC with a subsidiary of the new public company that is contemplated by the agreement between IMC and Cargill, which will depend in part on the financial results of IMC between now and the date of
the completion of the transactions and the manner in which the Cargill Crop Nutrition business is contributed to the new public company and its subsidiaries or affiliates. If the financial results of IMC or the structure of the contribution of
Cargill Crop Nutrition do not eliminate the need for consent, IMC will need to seek consent of the holders of the IMC Senior Notes or consider other arrangements with respect to the IMC Senior Notes. If consent is ultimately determined to be
required, IMC may not be able to obtain, or may experience difficulty and expense in obtaining the required consent.



IMCs indentures governing the IMC Senior Notes contain provisions requiring IMC to offer to purchase all of the outstanding IMC Senior Notes upon a
change of control of IMC at 101 percent of the principal amount thereof (plus accrued and unpaid interest). The completion of the combination with Cargill Crop Nutrition will constitute a change of control of IMC under the terms of IMCs
indentures. As of March 31, 2004, $1.2 billion of IMC Senior Notes were outstanding and subject to the change of control purchase offer requirements. It is possible that IMC will not have sufficient funds available at the time of the change of
control to make the required purchases of the IMC Senior Notes. In such case, IMC may be required to borrow additional funds in order to make the required purchases. However, IMC may not be able to borrow those additional funds or such borrowing may
not be available on terms favorable to IMC. Failure to make the required purchases after the change of control of IMC would cause IMC to be in default under IMCs indentures, and would also constitute a default under IMCs credit
facilities. Upon closing of the combination with Cargill Crop Nutrition and until expiration of the change of control purchase offer, IMC will reclassify the IMC Senior Notes from long-term debt to current maturities of long-term debt.



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On May 7, 2003, IMC USA Inc. LLC (IMC USA) entered into a five year $55.0 million revolving credit
facility (Potash Facility) where it may borrow up to a maximum of $52.5 million subject to a borrowing base calculation based on eligible inventory and accounts receivable. Borrowings under the facility bear an interest rate of LIBOR plus a spread
(initially 275 basis points), and are secured by IMC USAs accounts receivable and inventory. The Potash Facility is available for the general corporate purposes of IMC USA. Borrowings under the Potash Facility are guaranteed on an unsecured
basis by IMC USA Holdings Inc., a subsidiary of the Company and the parent of IMC USA. Neither the Company, nor any other subsidiary is a guarantor for the borrowings under the Potash Facility. As of March 31, 2004, the Potash Facility had a
borrowing base that could support borrowings up to $34.7 million, of which IMC USA had borrowed $5.0 million. The net available borrowings under the Potash Facility as of March 31, 2004 were $29.7 million.



In June 2003, the Company sold 2.75 million shares of 7.5 percent Mandatory
Convertible Preferred Shares (liquidation preference $50 per share) (Preferred Shares) for net proceeds of $133.1 million. The Preferred Shares have a dividend yield of 7.5 percent, a 22 percent conversion premium (for an equivalent conversion price
of $7.76 per common share) and will mandatorily convert into shares of the Companys common stock on July 1, 2006. The net proceeds of the offering were used for general corporate purposes, which included funding working capital and debt
reduction.



The Preferred Shares have an initial conversion
rate of not more than 7.8616 shares of the Companys common stock and not less than 6.4440 shares of the Companys common stock, based upon the average market price of the Companys common stock. At any time prior to the mandatory
conversion of the Preferred Shares, the holder may elect to convert each of such holders Preferred Shares into 6.4440 shares of the Companys common stock. In addition, if the closing price per share of the Companys common stock
exceeds $11.64 for at least 20 trading days within a period of 30 consecutive trading days, the Company may elect to cause the conversion of all of the Preferred Shares then outstanding for shares of common stock at a conversion rate of 6.4440
shares of common stock for each Preferred Share; in such event the Company must also pay the holder, in cash, the present value of all the remaining dividend payments up to and including July 1, 2006. In the event of a merger, acquisition or
consolidation in which at least 30 percent of the consideration for shares of the Companys common stock consists of cash or cash equivalents, each holder of Preferred Shares will have the right to convert such holders Preferred Shares
into common stock at the mandatory conversion rate. The number of common shares that could be issued upon conversion of the 2.75 million Preferred Shares ranges from approximately 17.7 million shares to 21.6 million shares, based upon the average
market price of the Companys common stock. The conversion rates and the numbers of shares of the Companys common stock issuable upon a conversion are subject to anti-dilution adjustments under certain circumstances.



Dividends on the Preferred Shares are cumulative. Dividend rights and
liquidation preferences of the Preferred Stock are senior to those of the Companys common stock. The Company is permitted (subject to compliance with the registration provisions under the Securities Act of 1933 and other applicable
requirements) to pay dividends on the Preferred Shares by delivering common stock to the transfer agent for the Preferred Shares, which common stock would be sold to pay the dividend.



Holders of the Preferred Shares do not have voting rights except, in general: (i) as required by applicable Delaware law,
(ii) the right (together with holders of other preferred stock having dividend preferences similar to the Preferred Shares) to elect two directors in the event dividends on the Preferred Shares (and any other such preferred stock) are not paid for
six quarters, (iii) in the event of certain amendments to the Companys certificate of incorporation that adversely affect the holders of Preferred Shares, and (iv) in connection with certain issuances or authorizations of securities having
dividend or liquidation preferences senior to the Preferred Shares.



On August 1, 2003 the Company issued $400.0 million principal amount of 10.875 percent notes due 2013 (August Note Offering) for proceeds before fees and expenses of $391.1 million. The August Note Offering contains covenants similar to and
rank pari pasu with IMC Senior Notes. The IMC Senior Notes contain certain covenants that limit matters including the making of restricted payments, as defined. Under the most restrictive of the covenants limiting restricted payments, as of March
31, 2004, the Company had $19.6 million available for the payment of cash dividends with respect to its common and preferred stock. In addition, the agreement with Cargill (Note 11) limits dividends on the Companys common and preferred stock
to regular quarterly cash dividends of $0.02 per share and $0.9375 per share, respectively.



8



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As of March 31, 2004, the estimated fair value of long-term debt was approximately $205.5 million more
than the carrying value amount of such debt. The fair value was estimated based on each debt instruments market price as of March 31, 2004.



|5. | PENSION PLANS AND OTHER BENEFITS
|-- | --------------------------------



The components of net pension and other benefits costs were:



|                                                   |  |                              |      |   |                              |   |      |      |  |   |      |   |  |   |      |  
|-------------------------------------------------- |  | ---------------------------- | ---- | - | ---------------------------- | - | ---- | ---- |  | - | ---- | - |  | - | ---- | -
|                                                   |  | Pension Plans                |      |   | Other Benefits               |  
|                                                   |  | Three months ended March 31, |      |   | Three months ended March 31, |  
|                                                   |  | 2004                         |      |   | 2003                         |   |      | 2004 |  |   | 2003 |  
|Service cost for benefits earned during the period |  | $                            | 1.5  |   |                              | $ | 1.7  |      |  | $ | 0.4  |   |  | $ | 0.4  |  
|Interest cost on projected benefit obligation      |  |                              | 7.0  |   |                              |   | 7.1  |      |  |   | 1.8  |   |  |   | 2.7  |  
|Return on plan assets                              |  |                              | (7.1 | ) |                              |   | (8.0 | )    |  |   |     |   |  |   |     |  
|Net amortization and deferral                      |  |                              | 2.4  |   |                              |   | 1.6  |      |  |   | (3.4 | ) |  |   | (2.0 | )
|Curtailments and settlements                       |  |                              |     |   |                              |   | 0.1  |      |  |   |     |   |  |   | (0.8 | )
|                                                   |  |                              |      |   |                              |   |      |      |  |   |      |   |  |   |      |  
|Net pension and other benefits (income) expense    |  | $                            | 3.8  |   |                              | $ | 2.5  |      |  | $ | (1.2 | ) |  | $ | 0.3  |  
|                                                   |  |                              |      |   |                              |   |      |      |  |   |      |   |  |   |      |  



The Company estimates
that contributions to its Pension Plans will be $32.6 million in 2004. The Companys estimated contributions to its Other Benefits Plans are generally on schedule with the dollar estimates disclosed in the Companys 2003 Annual Report on
Form 10-K.



In December 2003, the Medicare Prescription Drug,
Improvement and Modernization Act of 2003 (Act) was signed into law. The Act expands Medicare, primarily by adding a prescription drug benefit for Medicare-eligibles starting in 2006. The Act provides employers currently sponsoring prescription drug
programs for Medicare-eligibles with a range of options for coordinating with the new government-sponsored program to potentially reduce program cost. These options include supplementing the government program on a secondary payor basis or accepting
a direct subsidy from the government to support a portion of the cost of the employers program.



Statement of Financial Accounting Standards (SFAS) No. 106, Employers Accounting for Postretirement Benefits Other Than Pensions, requires
that presently enacted changes in law impacting employer-sponsored retiree health care programs which take effect in future periods be considered in current-period measurements for benefits expected to be provided in those future periods. Therefore,
under SFAS No. 106 guidance, measures of plan liabilities and annual expense on or after the date of enactment should reflect the effects of the Act.



Also in December 2003, the Financial Accounting Standards Board (FASB) staff issued FASB Staff Position SFAS No. 106-1, which allows for a one-time
election to defer the accounting for the Act. The Company has chosen to defer recognition of the potential effects of the Act in these 2004 disclosures. Therefore, the information reported in these financial statements does not yet reflect any
potential impact of the Act. Specific, authoritative guidance on the accounting for the government subsidy is pending and that guidance, when issued, could require the Company to change previously reported information.



In 2004, the Company intends to review the Benefit Plans in light of the
Act. The Company will most likely amend the Other Benefits Plans to coordinate with the new Medicare prescription drug program or to receive the direct subsidy from the government. As a result, the Company anticipates that the Other Benefit
Plans obligations and costs could be reduced once those amendments are adopted and/or the government subsidies are considered.



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|6. | OPERATING SEGMENTSa
|-- | -------------------



|                                  |  |             |       |   |           |   |       |  |   |       |   |  |   |      
|--------------------------------- |  | ----------- | ----- | - | --------- | - | ----- |  | - | ----- | - |  | - | -----
|                                  |  | IMCPhosFeed |       |   | IMCPotash |   | Other |  |   | Total
|Three months ended March 31, 2004 |  |             |       |   |           |   |       |  |   |       |   |  |   |      
|Net sales from external customers |  | $           | 346.9 |   |           | $ | 237.3 |  | $ |      |   |  | $ | 584.2
|Intersegment net sales            |  |             | 16.4  |   |           |   | 2.3   |  |   |      |   |  |   | 18.7 
|Gross margins                     |  |             | 18.4  |   |           |   | 65.2  |  |   | (4.8  | ) |  |   | 78.8 
|Operating earnings (loss)         |  |             | 7.6   |   |           |   | 58.0  |  |   | (3.6  | ) |  |   | 62.0 
|                                  |  |             |       |  
|Three months ended March 31, 2003 |  |             |       |   |           |   |       |  |   |       |   |  |   |      
|Net sales from external customers |  | $           | 340.5 |   |           | $ | 211.6 |  | $ |      |   |  | $ | 552.1
|Intersegment net sales            |  |             | 18.5  |   |           |   | 2.6   |  |   |      |   |  |   | 21.1 
|Gross margins                     |  |             | (14.8 | ) |           |   | 54.5  |  |   | (4.5  | ) |  |   | 35.2 
|Operating earnings (loss)b        |  |             | (28.8 | ) |           |   | 47.4  |  |   | (5.6  | ) |  |   | 13.0 

---

|a | The operating results of Chemicals were not included in the segment information as it has been classified as a discontinued operation (Note 2).
|- | -----------------------------------------------------------------------------------------------------------------------------------------------

|b | Operating earnings (loss) include restructuring charges of $2.9 million, $0.8 million and $0.2 million for IMC PhosFeed, IMC Potash and Other, respectively (Note 1).
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



|7. | COMPREHENSIVE INCOME (LOSS)
|-- | ---------------------------



|                                                     |  |                            |      |   |      |   |       |  
|---------------------------------------------------- |  | -------------------------- | ---- | - | ---- | - | ----- | -
|                                                     |  | Three months endedMarch 31 |     
|                                                     |  | 2004                       |      |   | 2003 |  
|Comprehensive income (loss):                         |  |                            |      |   |      |   |       |  
|Net earnings (loss)                                  |  | $                          | 9.2  |   |      | $ | (36.6 | )
|Net unrealized gain (loss) on derivative instruments |  |                            | (0.2 | ) |      |   | 6.2   |  
|Minimum pension liability                            |  |                            | 0.2  |   |      |   | 3.8   |  
|Foreign currency translation adjustment              |  |                            | (9.9 | ) |      |   | 39.2  |  
|                                                     |  |                            |      |   |      |   |       |  
|Total comprehensive income (loss) for the period     |  | $                          | (0.7 | ) |      | $ | 12.6  |  
|                                                     |  |                            |      |   |      |   |       |  



|8. | EARNINGS PER SHARE
|-- | ------------------



The following is a reconciliation of the numerator for basic earnings (loss) per share:



|                                                 |  |                             |      |   |      |   |       |  
|------------------------------------------------ |  | --------------------------- | ---- | - | ---- | - | ----- | -
|                                                 |  | Three months ended March 31 |     
|                                                 |  | 2004                        |      |   | 2003 |  
|Net earnings (loss)                              |  | $                           | 9.2  |   |      | $ | (36.6 | )
|Preferred dividends accrued                      |  |                             | (2.6 | ) |      |   |      |  
|                                                 |  |                             |      |   |      |   |       |  
|Earnings (loss) available to common shareholders |  | $                           | 6.6  |   |      | $ | (36.6 | )
|                                                 |  |                             |      |   |      |   |       |  



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The numerator for diluted earnings per share (EPS) is net earnings (loss), unless the conversion of
preferred stock is antidilutive, in which case earnings (loss) available to common shareholders is used. The denominator for basic EPS is the weighted-average number of shares outstanding during the period (Denominator). The following is a
reconciliation of the Denominator for the basic and diluted earnings (loss) per share computations:



|                              |  |                            |  |      
|----------------------------- |  | -------------------------- |  | -----
|                              |  | Three months endedMarch 31
|                              |  | 2004                       |  | 2003 
|Basic EPS shares              |  | 114.9                      |  | 114.7
|Effect of dilutive securities |  | 1.1                        |  |     
|                              |  |                            |  |      
|Diluted EPS shares            |  | 116.0                      |  | 114.7
|                              |  |                            |  |      



Options to purchase
approximately 10.2 million common shares for the three months ended March 31, 2004 and approximately 14.9 million shares for the three months ended March 31, 2003 were not included in the computation of diluted EPS, because the exercise price was
greater than the average market price of the Companys common stock and, therefore, the effect of their inclusion would be antidilutive. In addition, 17.7 million common shares issuable upon the conversion of the Preferred Shares based on a
share price of $7.76, for the quarter ended March 31, 2004 were not included in the computation of diluted earnings per share because their conversion was antidilutive. Common shares issuable upon the vesting of restricted stock awards and options
with exercise prices less than the average market price of 0.5 million common shares as of March 31, 2003 were not included in the computation of diluted earnings per share because the Company incurred a loss from continuing operations before a
cumulative effect of a change in accounting principle and, therefore, the effect of their inclusion would be antidilutive.



|9. | STOCK OPTIONS
|-- | -------------



The Company uses the intrinsic value method to account for stock-based employee compensation in each period presented.



If the Companys stock option plans compensation cost had been
determined based on the fair value at the grant date, consistent with the provisions of SFAS No. 123, Accounting for Stock-Based Compensation, the Companys net earnings (loss) and earnings (loss) per share available for common
shareholders would have changed to the following pro forma amounts:



|                                                                                                                                            |  |                            |      |   |      |   |       |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ---- | - | ---- | - | ----- | -
|                                                                                                                                            |  | Three months endedMarch 31 |     
|                                                                                                                                            |  | 2004                       |      |   | 2003 |  
|Net Earnings (loss), as reported:                                                                                                           |  | $                          | 9.2  |   |      | $ | (36.6 | )
|                                                                                                                                            |  |                           
|Add: Total stock-based employee compensation expense as reported                                                                            |  |                            | 0.6  |   |      |   | 0.4   |  
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  |                            | (1.9 | ) |      |   | (1.9  | )
|                                                                                                                                            |  |                            |      |   |      |   |       |  
|Pro forma net earnings (loss)                                                                                                               |  | $                          | 7.9  |   |      | $ | (38.1 | )
|                                                                                                                                            |  |                            |      |   |      |   |       |  
|Earnings (loss) per share:                                                                                                                  |  |                            |      |   |      |   |       |  
|Basic - as reported                                                                                                                         |  | $                          | 0.06 |   |      | $ | (0.32 | )
|                                                                                                                                            |  |                            |      |   |      |   |       |  
|Basic - pro forma                                                                                                                           |  | $                          | 0.05 |   |      | $ | (0.33 | )
|                                                                                                                                            |  |                            |      |   |      |   |       |  
|Diluted - as reported                                                                                                                       |  | $                          | 0.06 |   |      | $ | (0.32 | )
|                                                                                                                                            |  |                            |      |   |      |   |       |  
|Diluted - pro forma                                                                                                                         |  | $                          | 0.05 |   |      | $ | (0.33 | )
|                                                                                                                                            |  |                            |      |   |      |   |       |  



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|10. | PENSACOLA SETTLEMENT
|--- | --------------------



On March 28, 2001, and again on April 25, 2001, plaintiffs from Pensacola, Florida filed class-action lawsuits against Agrico Chemical Company (Agrico), a
subsidiary of Phosphate Resource Partners Limited Partnership (PLP) and a number of unrelated defendants (First action - Samples et al. vs. Conoco Inc. et al., Second Action - Williams et al. vs. Conoco Inc., both in the Circuit Court of the First
Judicial Circuit, Escambia County Florida). The Company has an indirect 51.6 percent ownership interest in PLP. In addition, the Company was initially a defendant in the Williams case but was voluntarily dismissed by plaintiffs on July 31, 2003. The
complainants in these cases seek damages in an unspecified amount purportedly arising from releases to groundwater occurring at the Agrico Superfund site in Pensacola, Florida. As a division of Conoco Inc. (Conoco) and then as a subsidiary of The
Williams Companies, Agrico owned and operated this facility for a number of years to produce crop nutrients and crop nutrient-related materials. The Samples case primarily seeks unspecified compensation for alleged diminution in property value, loss
of use of groundwater, restoration costs, unjust enrichment and other damages. The Williams action asserts a state law claim seeking medical monitoring as a result of the releases to groundwater. On April 2, 2004, the Company signed a term sheet to
settle these two lawsuits on a class-wide basis. The term sheet provides that the defendants collectively will pay a total of $65.0 million to class members in Pensacola to address concerns regarding impacts to property and an additional $3.5
million to fund a voluntary medical monitoring program. The defendants also will reimburse plaintiff attorneys fees and costs, once those have been requested from and approved by a Florida Circuit Court (Circuit Court). The parties have begun
drafting definitive agreements reflecting the settlement terms, which must still be approved by the Circuit Court. As such, the full terms of the settlement are not yet final.



As a result of the proposed settlement, the Company recorded a charge in the first quarter of 2004 of $6.0 million, net of
previously established reserves and legal expenses in Other expense, net. This charge negatively impacted Earnings (loss) from continuing operations by $0.7 million, net of minority interest and taxes.



|11. | CARGILL CROP NUTRITION AND PLP MERGERS
|--- | --------------------------------------





The Company and Cargill announced on January 27, 2004 the signing of a
definitive agreement to combine the Company and Cargill Crop Nutrition to create a new, publicly traded company. Under terms of the definitive agreement, IMC common stockholders and Cargill will own on a pro forma basis 33.5 percent and 66.5
percent, respectively, of the outstanding common shares of the new company. On April 8, 2004, Global Nutrition Solutions, Inc. filed a Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission (SEC) containing a preliminary
proxy statement/prospectus regarding the proposed transaction between IMC and Cargill Crop Nutrition. The combination is subject to regulatory approval in the U.S., Brazil, Canada and several other countries; the approval of IMC Globals common
shareholders; the completion of the PLP merger referred to below; and satisfaction of other customary closing conditions. Necessary antitrust or competition processes required in several other jurisdictions, including China, have been fully
satisfied. Closing is anticipated in the summer of 2004. IMC will not distribute the definitive proxy statement/prospectus regarding the proposed transaction to its common stockholders until the SEC has completed to review of such Registration
Statement and such Registration Statement has been declared effective by the SEC.



On March 19, 2004, IMC and PLP announced the signing of a definitive agreement to merge PLP into a subsidiary of IMC. Pursuant to the merger, each publicly traded PLP unit would be converted into the right to receive
0.2 shares of IMC common stock. Alpine Capital and The Anne T. and Robert M. Bass Foundation (collectively, the largest public holders of PLP units) have agreed to support such a transaction. On April 20, 2004, IMC filed a Registration Statement on
Form S-4 with the SEC containing a preliminary proxy statement/prospectus regarding the proposed PLP merger. The PLP merger is subject to certain conditions, including among other things, necessary regulatory approvals, approval by the partners of
PLP, and other conditions which are customary for transactions of this nature involving publicly traded companies. Closing is anticipated in the summer of 2004. PLP will not distribute the definitive proxy statement/prospectus regarding the proposed
transaction to the PLP unitholders until the SEC has completed its review of such Registration Statement and such Registration Statement has been declared effective by the SEC.



12



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##### Table of Contents

For further information regarding the transactions referred to in the prior two paragraphs, reference is
made to Note 19 and Actions Challenging the PLP Unit Exchange in Note 18 of Notes to Consolidated Financial Statements in IMCs Annual Report on Form 10-K for the fiscal year ended December 31, 2003.



|12. | CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
|--- | --------------------------------------------



Payment of the IMC Senior Notes of the Company is fully and unconditionally guaranteed by certain of the Companys restricted subsidiaries (as
defined in the IMC Senior Notes indenture) and is also guaranteed, on a limited basis, by IMC Phosphates Company (IMC Phosphates) and PLP.



The following tables present condensed consolidating financial information for the guarantors of the IMC Senior Notes. The following condensed
consolidating financial information has been prepared using the equity method of accounting in accordance with the requirements for presentation of this information.



13



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##### Table of Contents

Condensed Consolidating Statement of Operations

In millions



|                                              |  |                        |      |   |                                             |   |       |                      |  |   |                                  |   |  |                            |       |   |              |   |      |              |  |   |        |   |  |   |       |  
|--------------------------------------------- |  | ---------------------- | ---- | - | ------------------------------------------- | - | ----- | -------------------- |  | - | -------------------------------- | - |  | -------------------------- | ----- | - | ------------ | - | ---- | ------------ |  | - | ------ | - |  | - | ----- | -
|                                              |  | IMCGlobal Inc.(Parent) |      |   | PhosphateResourcePartnersLimitedPartnership |   |       | IMCPhosphatesCompany |  |   | Wholly ownedSubsidiaryGuarantors |   |  | Subsidiary Non- Guarantors |       |   | Eliminations |   |      | Consolidated | 
|For the three months ended March 31, 2004     |  |                        |      |   |                                             |   |       |                      |  |   |                                  |   |  |                            |       |   |              |   |      |              |  |   |        |   |  |   |       |  
|Net sales                                     |  | $                      |     |   |                                             | $ |      |                      |  | $ | 347.4                            |   |  | $                          | 279.8 |   |              | $ | 69.9 |              |  | $ | (112.9 | ) |  | $ | 584.2 |  
|Cost of goods sold                            |  |                        | 2.0  |   |                                             |   |      |                      |  |   | 329.0                            |   |  |                            | 246.6 |   |              |   | 41.6 |              |  |   | (113.8 | ) |  |   | 505.4 |  
|                                              |  |                        |      |   |                                             |   |       |                      |  |   |                                  |   |  |                            |       |   |              |   |      |              |  |   |        |   |  |   |       |  
|Gross margins                                 |  |                        | (2.0 | ) |                                             |   |      |                      |  |   | 18.4                             |   |  |                            | 33.2  |   |              |   | 28.3 |              |  |   | 0.9    |   |  |   | 78.8  |  
|Selling, general and administrative expenses  |  |                        |     |   |                                             |   | 1.3   |                      |  |   | 10.7                             |   |  |                            | 5.8   |   |              |   | 1.5  |              |  |   | (2.5   | ) |  |   | 16.8  |  
|                                              |  |                        |      |   |                                             |   |       |                      |  |   |                                  |   |  |                            |       |   |              |   |      |              |  |   |        |   |  |   |       |  
|Operating earnings (loss)                     |  |                        | (2.0 | ) |                                             |   | (1.3  | )                    |  |   | 7.7                              |   |  |                            | 27.4  |   |              |   | 26.8 |              |  |   | 3.4    |   |  |   | 62.0  |  
|Equity in earnings of subsidiaries/affiliates |  |                        | 45.8 |   |                                             |   | 4.3   |                      |  |   |                                 |   |  |                            | 16.8  |   |              |   |     |              |  |   | (66.9  | ) |  |   |      |  
|Interest expense                              |  |                        | 34.5 |   |                                             |   | 7.5   |                      |  |   | 4.7                              |   |  |                            | 1.0   |   |              |   | (0.5 | )            |  |   | (0.1   | ) |  |   | 47.1  |  
|Other (income) expense, net                   |  |                        | 3.3  |   |                                             |   | 10.1  |                      |  |   | (0.3                             | ) |  |                            | (8.6  | ) |              |   | (0.6 | )            |  |   | 0.3    |   |  |   | 4.2   |  
|Minority interest                             |  |                        | (8.5 | ) |                                             |   |      |                      |  |   |                                 |   |  |                            |      |   |              |   |     |              |  |   |       |   |  |   | (8.5  | )
|                                              |  |                        |      |   |                                             |   |       |                      |  |   |                                  |   |  |                            |       |   |              |   |      |              |  |   |        |   |  |   |       |  
|Earnings (loss) before income taxes           |  |                        | 14.5 |   |                                             |   | (14.6 | )                    |  |   | 3.3                              |   |  |                            | 51.8  |   |              |   | 27.9 |              |  |   | (63.7  | ) |  |   | 19.2  |  
|Provision for income taxes                    |  |                        | 5.8  |   |                                             |   |      |                      |  |   |                                 |   |  |                            | 20.6  |   |              |   | 11.1 |              |  |   | (29.9  | ) |  |   | 7.6   |  
|                                              |  |                        |      |   |                                             |   |       |                      |  |   |                                  |   |  |                            |       |   |              |   |      |              |  |   |        |   |  |   |       |  
|Earnings (loss) from continuing operations    |  |                        | 8.7  |   |                                             |   | (14.6 | )                    |  |   | 3.3                              |   |  |                            | 31.2  |   |              |   | 16.8 |              |  |   | (33.8  | ) |  |   | 11.6  |  
|Earnings (loss) from discontinued operations  |  |                        | 0.5  |   |                                             |   |      |                      |  |   |                                 |   |  |                            |      |   |              |   |     |              |  |   | (2.9   | ) |  |   | (2.4  | )
|                                              |  |                        |      |   |                                             |   |       |                      |  |   |                                  |   |  |                            |       |   |              |   |      |              |  |   |        |   |  |   |       |  
|Net earnings (loss)                           |  | $                      | 9.2  |   |                                             | $ | (14.6 | )                    |  | $ | 3.3                              |   |  | $                          | 31.2  |   |              | $ | 16.8 |              |  | $ | (36.7  | ) |  | $ | 9.2   |  
|                                              |  |                        |      |   |                                             |   |       |                      |  |   |                                  |   |  |                            |       |   |              |   |      |              |  |   |        |   |  |   |       |  



14



---

##### Table of Contents

Condensed Consolidating Statement of Operations

In millions



|                                                                           |  |                        |       |   |                                             |   |       |                      |  |   |                                  |   |  |                            |       |   |              |   |      |              |  |   |        |   |  |   |       |  
|-------------------------------------------------------------------------- |  | ---------------------- | ----- | - | ------------------------------------------- | - | ----- | -------------------- |  | - | -------------------------------- | - |  | -------------------------- | ----- | - | ------------ | - | ---- | ------------ |  | - | ------ | - |  | - | ----- | -
|                                                                           |  | IMCGlobal Inc.(Parent) |       |   | PhosphateResourcePartnersLimitedPartnership |   |       | IMCPhosphatesCompany |  |   | Wholly ownedSubsidiaryGuarantors |   |  | Subsidiary Non- Guarantors |       |   | Eliminations |   |      | Consolidated | 
|For the three months ended March 31, 2003                                  |  |                        |       |   |                                             |   |       |                      |  |   |                                  |   |  |                            |       |   |              |   |      |              |  |   |        |   |  |   |       |  
|Net sales                                                                  |  | $                      |      |   |                                             | $ |      |                      |  | $ | 340.2                            |   |  | $                          | 251.8 |   |              | $ | 65.0 |              |  | $ | (104.9 | ) |  | $ | 552.1 |  
|Cost of goods sold                                                         |  |                        | 1.7   |   |                                             |   |      |                      |  |   | 355.4                            |   |  |                            | 227.2 |   |              |   | 41.7 |              |  |   | (109.1 | ) |  |   | 516.9 |  
|                                                                           |  |                        |       |   |                                             |   |       |                      |  |   |                                  |   |  |                            |       |   |              |   |      |              |  |   |        |   |  |   |       |  
|Gross margins                                                              |  |                        | (1.7  | ) |                                             |   |      |                      |  |   | (15.2                            | ) |  |                            | 24.6  |   |              |   | 23.3 |              |  |   | 4.2    |   |  |   | 35.2  |  
|Selling, general and administrative expenses                               |  |                        | 0.4   |   |                                             |   | 2.6   |                      |  |   | 11.0                             |   |  |                            | 6.7   |   |              |   | 1.4  |              |  |   | (3.8   | ) |  |   | 18.3  |  
|Restructuring activity                                                     |  |                        |      |   |                                             |   |      |                      |  |   | 2.9                              |   |  |                            | 0.8   |   |              |   | 0.2  |              |  |   |       |   |  |   | 3.9   |  
|                                                                           |  |                        |       |   |                                             |   |       |                      |  |   |                                  |   |  |                            |       |   |              |   |      |              |  |   |        |   |  |   |       |  
|Operating earnings (loss)                                                  |  |                        | (2.1  | ) |                                             |   | (2.6  | )                    |  |   | (29.1                            | ) |  |                            | 17.1  |   |              |   | 21.7 |              |  |   | 8.0    |   |  |   | 13.0  |  
|Equity in earnings (loss) of subsidiaries/affiliates                       |  |                        | (63.5 | ) |                                             |   | (10.4 | )                    |  |   |                                 |   |  |                            | 9.7   |   |              |   |     |              |  |   | 64.2   |   |  |   |      |  
|Interest expense                                                           |  |                        | 32.6  |   |                                             |   | 7.5   |                      |  |   | 4.9                              |   |  |                            | 1.8   |   |              |   | (0.3 | )            |  |   | (0.6   | ) |  |   | 45.9  |  
|Other (income) expense, net                                                |  |                        | 5.5   |   |                                             |   |      |                      |  |   | (1.9                             | ) |  |                            | 7.5   |   |              |   | 12.3 |              |  |   | 1.9    |   |  |   | 25.3  |  
|Minority interest                                                          |  |                        | (11.6 | ) |                                             |   |      |                      |  |   |                                 |   |  |                            |      |   |              |   |     |              |  |   |       |   |  |   | (11.6 | )
|                                                                           |  |                        |       |   |                                             |   |       |                      |  |   |                                  |   |  |                            |       |   |              |   |      |              |  |   |        |   |  |   |       |  
|Earnings (loss) before income taxes                                        |  |                        | (92.1 | ) |                                             |   | (20.5 | )                    |  |   | (32.1                            | ) |  |                            | 17.5  |   |              |   | 9.7  |              |  |   | 70.9   |   |  |   | (46.6 | )
|Provision (benefit) for income taxes                                       |  |                        | (29.5 | ) |                                             |   |      |                      |  |   |                                 |   |  |                            | 5.6   |   |              |   | 3.1  |              |  |   | 5.9    |   |  |   | (14.9 | )
|                                                                           |  |                        |       |   |                                             |   |       |                      |  |   |                                  |   |  |                            |       |   |              |   |      |              |  |   |        |   |  |   |       |  
|Earnings (loss) before cumulative effect of change in accounting principle |  |                        | (62.6 | ) |                                             |   | (20.5 | )                    |  |   | (32.1                            | ) |  |                            | 11.9  |   |              |   | 6.6  |              |  |   | 65.0   |   |  |   | (31.7 | )
|Cumulative effect of change in accounting principle                        |  |                        | 26.0  |   |                                             |   | (13.6 | )                    |  |   | (32.7                            | ) |  |                            | (1.3  | ) |              |   | 3.1  |              |  |   | 13.6   |   |  |   | (4.9  | )
|                                                                           |  |                        |       |   |                                             |   |       |                      |  |   |                                  |   |  |                            |       |   |              |   |      |              |  |   |        |   |  |   |       |  
|Net earnings (loss)                                                        |  | $                      | (36.6 | ) |                                             | $ | (34.1 | )                    |  | $ | (64.8                            | ) |  | $                          | 10.6  |   |              | $ | 9.7  |              |  | $ | 78.6   |   |  | $ | (36.6 | )
|                                                                           |  |                        |       |   |                                             |   |       |                      |  |   |                                  |   |  |                            |       |   |              |   |      |              |  |   |        |   |  |   |       |  



15



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##### Table of Contents

Condensed Consolidating Balance Sheet

In millions



|                                                         |  |                        |         |   |                                             |   |        |                      |  |                             |         |  |                                  |       |                            |  |   |              |  |   |              |   |  |   |          |   |  |   |        
|-------------------------------------------------------- |  | ---------------------- | ------- | - | ------------------------------------------- | - | ------ | -------------------- |  | --------------------------- | ------- |  | -------------------------------- | ----- | -------------------------- |  | - | ------------ |  | - | ------------ | - |  | - | -------- | - |  | - | -------
|                                                         |  | IMCGlobal Inc.(Parent) |         |   | PhosphateResourcePartnersLimitedPartnership |   |        | IMCPhosphatesCompany |  | IMCPhosphatesCompanyMP Inc. |         |  | Wholly ownedSubsidiaryGuarantors |       | Subsidiary Non- Guarantors |  |   | Eliminations |  |   | Consolidated
|As of March 31, 2004                                     |  |                        |         |   |                                             |   |        |                      |  |                             |         |  |                                  |       |                            |  |   |              |  |   |              |   |  |   |          |   |  |   |        
|                                                         |  |                        |         |   |                                             |   |        |                     
|Assets                                                   |  |                        |         |   |                                             |   |        |                      |  |                             |         |  |                                  |       |                            |  |   |              |  |   |              |   |  |   |          |   |  |   |        
|Current assets:                                          |  |                        |         |   |                                             |   |        |                      |  |                             |         |  |                                  |       |                            |  |   |              |  |   |              |   |  |   |          |   |  |   |        
|Cash and cash equivalents                                |  | $                      |        |   |                                             | $ |       |                      |  | $                           | 0.3     |  | $                                | 0.1   |                            |  | $ | 1.5          |  | $ | (0.4         | ) |  | $ |         |   |  | $ | 1.5    
|Receivables, net                                         |  |                        | (3.4    | ) |                                             |   | 0.6    |                      |  |                             | 122.7   |  |                                  | 123.1 |                            |  |   | 70.0         |  |   | 20.6         |   |  |   | (119.9   | ) |  |   | 213.7  
|Due from affiliates                                      |  |                        | 136.0   |   |                                             |   | 68.4   |                      |  |                             |        |  |                                  | 0.7   |                            |  |   | 955.5        |  |   | 192.1        |   |  |   | (1,352.7 | ) |  |   |       
|Inventories, net                                         |  |                        | (2.2    | ) |                                             |   |       |                      |  |                             | 271.3   |  |                                  |      |                            |  |   | 74.7         |  |   | 15.4         |   |  |   | (5.1     | ) |  |   | 354.1  
|Other current assets                                     |  |                        | 17.9    |   |                                             |   |       |                      |  |                             | 13.0    |  |                                  |      |                            |  |   | 15.2         |  |   | 4.9          |   |  |   |         |   |  |   | 51.0   
|                                                         |  |                        |         |   |                                             |   |        |                      |  |                             |         |  |                                  |       |                            |  |   |              |  |   |              |   |  |   |          |   |  |   |        
|Total current assets                                     |  |                        | 148.3   |   |                                             |   | 69.0   |                      |  |                             | 407.3   |  |                                  | 123.9 |                            |  |   | 1,116.9      |  |   | 232.6        |   |  |   | (1,477.7 | ) |  |   | 620.3  
|Property, plant and equipment, net                       |  |                        | 188.3   |   |                                             |   |       |                      |  |                             | 1,381.1 |  |                                  |      |                            |  |   | 512.5        |  |   | 249.3        |   |  |   | 0.5      |   |  |   | 2,331.7
|Due from affiliates                                      |  |                        | 895.7   |   |                                             |   |       |                      |  |                             | 9.4     |  |                                  |      |                            |  |   | 427.4        |  |   | 91.1         |   |  |   | (1,423.6 | ) |  |   |       
|Investment in subsidiaries/affiliates                    |  |                        | 1,376.1 |   |                                             |   | 242.9  |                      |  |                             |        |  |                                  |      |                            |  |   | 5,008.6      |  |   | (477.8       | ) |  |   | (6,149.8 | ) |  |   |       
|Other assets                                             |  |                        | 516.7   |   |                                             |   | 0.5    |                      |  |                             | 51.7    |  |                                  | 9.4   |                            |  |   | 53.9         |  |   | 57.3         |   |  |   | (5.0     | ) |  |   | 684.5  
|                                                         |  |                        |         |   |                                             |   |        |                      |  |                             |         |  |                                  |       |                            |  |   |              |  |   |              |   |  |   |          |   |  |   |        
|Total assets                                             |  | $                      | 3,125.1 |   |                                             | $ | 312.4  |                      |  | $                           | 1,849.5 |  | $                                | 133.3 |                            |  | $ | 7,119.3      |  | $ | 152.5        |   |  | $ | (9,055.6 | ) |  | $ | 3,636.5
|                                                         |  |                        |         |   |                                             |   |        |                      |  |                             |         |  |                                  |       |                            |  |   |              |  |   |              |   |  |   |          |   |  |   |        
|Liabilities and Stockholders Equity (Deficit)           |  |                        |         |   |                                             |   |        |                      |  |                             |         |  |                                  |       |                            |  |   |              |  |   |              |   |  |   |          |   |  |   |        
|Current liabilities:                                     |  |                        |         |   |                                             |   |        |                      |  |                             |         |  |                                  |       |                            |  |   |              |  |   |              |   |  |   |          |   |  |   |        
|Accounts payable                                         |  | $                      | (4.0    | ) |                                             | $ |       |                      |  | $                           | 143.8   |  | $                                |      |                            |  | $ | 51.2         |  | $ | 8.2          |   |  | $ | (23.8    | ) |  | $ | 175.4  
|Accrued liabilities                                      |  |                        | 140.4   |   |                                             |   | 1.3    |                      |  |                             | 47.8    |  |                                  | 19.3  |                            |  |   | 24.4         |  |   | 19.4         |   |  |   | 4.9      |   |  |   | 257.5  
|Due to (from) affiliates                                 |  |                        | 188.7   |   |                                             |   | 47.4   |                      |  |                             | 178.3   |  |                                  | (0.1  | )                          |  |   | 747.0        |  |   | (31.5        | ) |  |   | (1,129.8 | ) |  |   |       
|Short-term debt and current maturities of long-term debt |  |                        | 39.1    |   |                                             |   |       |                      |  |                             | 4.3     |  |                                  |      |                            |  |   |             |  |   |             |   |  |   |         |   |  |   | 43.4   
|                                                         |  |                        |         |   |                                             |   |        |                      |  |                             |         |  |                                  |       |                            |  |   |              |  |   |              |   |  |   |          |   |  |   |        
|Total current liabilities                                |  |                        | 364.2   |   |                                             |   | 48.7   |                      |  |                             | 374.2   |  |                                  | 19.2  |                            |  |   | 822.6        |  |   | (3.9         | ) |  |   | (1,148.7 | ) |  |   | 476.3  
|                                                         |  |                        |         |   |                                             |   |        |                     
|Due to affiliates                                        |  |                        | 373.2   |   |                                             |   |       |                      |  |                             | 133.7   |  |                                  |      |                            |  |   | 801.3        |  |   | 62.0         |   |  |   | (1,370.2 | ) |  |   |       
|Long-term debt, less current maturities                  |  |                        | 1,867.6 |   |                                             |   | 586.9  |                      |  |                             | 418.7   |  |                                  |      |                            |  |   | 5.0          |  |   |             |   |  |   | (820.4   | ) |  |   | 2,057.8
|Other noncurrent liabilities                             |  |                        | 8.8     |   |                                             |   | 109.8  |                      |  |                             | 134.3   |  |                                  | 145.5 |                            |  |   | 111.7        |  |   | 70.0         |   |  |   | (1.8     | ) |  |   | 578.3  
|Stockholders equity (deficit)                           |  |                        | 511.3   |   |                                             |   | (433.0 | )                    |  |                             | 788.6   |  |                                  | (31.4 | )                          |  |   | 5,378.7      |  |   | 24.4         |   |  |   | (5,714.5 | ) |  |   | 524.1  
|                                                         |  |                        |         |   |                                             |   |        |                      |  |                             |         |  |                                  |       |                            |  |   |              |  |   |              |   |  |   |          |   |  |   |        
|Total liabilities and stockholders equity (deficit)     |  | $                      | 3,125.1 |   |                                             | $ | 312.4  |                      |  | $                           | 1,849.5 |  | $                                | 133.3 |                            |  | $ | 7,119.3      |  | $ | 152.5        |   |  | $ | (9,055.6 | ) |  | $ | 3,636.5
|                                                         |  |                        |         |   |                                             |   |        |                      |  |                             |         |  |                                  |       |                            |  |   |              |  |   |              |   |  |   |          |   |  |   |        



16



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##### Table of Contents

Condensed Consolidating Balance Sheet

In millions



|                                                               |  |                        |         |   |                                              |   |        |                      |  |                             |         |  |                                  |       |   |                            |   |         |              |  |   |              |   |  |   |          |   |  |   |        
|-------------------------------------------------------------- |  | ---------------------- | ------- | - | -------------------------------------------- | - | ------ | -------------------- |  | --------------------------- | ------- |  | -------------------------------- | ----- | - | -------------------------- | - | ------- | ------------ |  | - | ------------ | - |  | - | -------- | - |  | - | -------
|                                                               |  | IMCGlobal Inc.(Parent) |         |   | PhosphateResource PartnersLimitedPartnership |   |        | IMCPhosphatesCompany |  | IMCPhosphatesCompanyMP Inc. |         |  | Wholly ownedSubsidiaryGuarantors |       |   | Subsidiary Non- Guarantors |   |         | Eliminations |  |   | Consolidated
|As of December 31, 2003                                        |  |                        |         |   |                                              |   |        |                      |  |                             |         |  |                                  |       |   |                            |   |         |              |  |   |              |   |  |   |          |   |  |   |        
|Assets                                                         |  |                        |         |   |                                              |   |        |                      |  |                             |         |  |                                  |       |   |                            |   |         |              |  |   |              |   |  |   |          |   |  |   |        
|Current assets:                                                |  |                        |         |   |                                              |   |        |                      |  |                             |         |  |                                  |       |   |                            |   |         |              |  |   |              |   |  |   |          |   |  |   |        
|Cash and cash equivalents                                      |  | $                      | 5.4     |   |                                              | $ |       |                      |  | $                           | 0.6     |  | $                                | 0.1   |   |                            | $ | (11.0   | )            |  | $ | 83.1         |   |  | $ | (1.4     | ) |  | $ | 76.8   
|Restricted cash                                                |  |                        | 12.4    |   |                                              |   |       |                      |  |                             |        |  |                                  |      |   |                            |   |        |              |  |   |             |   |  |   |         |   |  |   | 12.4   
|Receivables, net                                               |  |                        | 2.1     |   |                                              |   | 0.6    |                      |  |                             | 123.3   |  |                                  | 122.6 |   |                            |   | 88.2    |              |  |   | 18.8         |   |  |   | (160.8   | ) |  |   | 194.8  
|Due from affiliates                                            |  |                        | 162.1   |   |                                              |   | 59.0   |                      |  |                             |        |  |                                  | 0.7   |   |                            |   | 858.9   |              |  |   | 167.1        |   |  |   | (1,247.8 | ) |  |   |       
|Inventories, net                                               |  |                        | (2.2    | ) |                                              |   |       |                      |  |                             | 225.9   |  |                                  |      |   |                            |   | 119.0   |              |  |   | 16.0         |   |  |   | (53.0    | ) |  |   | 305.7  
|Assets of discontinued operations held for sale                |  |                        |        |   |                                              |   |       |                      |  |                             |        |  |                                  |      |   |                            |   |        |              |  |   |             |   |  |   | 92.8     |   |  |   | 92.8   
|Other current assets                                           |  |                        | 17.8    |   |                                              |   |       |                      |  |                             | 9.4     |  |                                  |      |   |                            |   | 13.3    |              |  |   | 8.3          |   |  |   | (0.9     | ) |  |   | 47.9   
|                                                               |  |                        |         |   |                                              |   |        |                      |  |                             |         |  |                                  |       |   |                            |   |         |              |  |   |              |   |  |   |          |   |  |   |        
|Total current assets                                           |  |                        | 197.6   |   |                                              |   | 59.6   |                      |  |                             | 359.2   |  |                                  | 123.4 |   |                            |   | 1,068.4 |              |  |   | 293.3        |   |  |   | (1,371.1 | ) |  |   | 730.4  
|Property, plant and equipment, net                             |  |                        | 190.4   |   |                                              |   |       |                      |  |                             | 1,390.7 |  |                                  |      |   |                            |   | 641.0   |              |  |   | 135.3        |   |  |   | 0.4      |   |  |   | 2,357.8
|Due from affiliates                                            |  |                        | 800.9   |   |                                              |   |       |                      |  |                             | 9.4     |  |                                  |      |   |                            |   | 410.0   |              |  |   | 28.4         |   |  |   | (1,248.7 | ) |  |   |       
|Investment in subsidiaries/affiliates                          |  |                        | 1,307.6 |   |                                              |   | 246.1  |                      |  |                             |        |  |                                  |      |   |                            |   | 4,896.8 |              |  |   | (103.0       | ) |  |   | (6,347.5 | ) |  |   |       
|Other assets                                                   |  |                        | 508.5   |   |                                              |   | 0.6    |                      |  |                             | 49.8    |  |                                  | 9.4   |   |                            |   | 60.7    |              |  |   | 55.9         |   |  |   | (11.6    | ) |  |   | 673.3  
|                                                               |  |                        |         |   |                                              |   |        |                      |  |                             |         |  |                                  |       |   |                            |   |         |              |  |   |              |   |  |   |          |   |  |   |        
|Total assets                                                   |  | $                      | 3,005.0 |   |                                              | $ | 306.3  |                      |  | $                           | 1,809.1 |  | $                                | 132.8 |   |                            | $ | 7,076.9 |              |  | $ | 409.9        |   |  | $ | (8,978.5 | ) |  | $ | 3,761.5
|                                                               |  |                        |         |   |                                              |   |        |                      |  |                             |         |  |                                  |       |   |                            |   |         |              |  |   |              |   |  |   |          |   |  |   |        
|Liabilities and Stockholders Equity (Deficit)                 |  |                        |         |   |                                              |   |        |                      |  |                             |         |  |                                  |       |   |                            |   |         |              |  |   |              |   |  |   |          |   |  |   |        
|Current liabilities:                                           |  |                        |         |   |                                              |   |        |                      |  |                             |         |  |                                  |       |   |                            |   |         |              |  |   |              |   |  |   |          |   |  |   |        
|Accounts payable                                               |  | $                      | 0.1     |   |                                              | $ | 1.5    |                      |  | $                           | 161.9   |  | $                                |      |   |                            | $ | 62.6    |              |  | $ | 13.6         |   |  | $ | (54.0    | ) |  | $ | 185.7  
|Accrued liabilities                                            |  |                        | 112.1   |   |                                              |   | 4.1    |                      |  |                             | 54.3    |  |                                  | 19.5  |   |                            |   | 55.6    |              |  |   | 49.4         |   |  |   | (52.1    | ) |  |   | 242.9  
|Due to (from) affiliates                                       |  |                        | 92.0    |   |                                              |   | 45.4   |                      |  |                             | 160.8   |  |                                  | (0.1  | ) |                            |   | 1,033.9 |              |  |   | (39.7        | ) |  |   | (1,292.3 | ) |  |   |       
|Liabilities of discontinued operations to be assumed in a sale |  |                        |        |   |                                              |   |       |                      |  |                             |        |  |                                  |      |   |                            |   |        |              |  |   |             |   |  |   | 90.8     |   |  |   | 90.8   
|Short-term debt and current maturities of long-term debt       |  |                        | 9.3     |   |                                              |   | 5.7    |                      |  |                             | 4.0     |  |                                  |      |   |                            |   |        |              |  |   | 6.4          |   |  |   |         |   |  |   | 25.4   
|                                                               |  |                        |         |   |                                              |   |        |                      |  |                             |         |  |                                  |       |   |                            |   |         |              |  |   |              |   |  |   |          |   |  |   |        
|Total current liabilities                                      |  |                        | 213.5   |   |                                              |   | 56.7   |                      |  |                             | 381.0   |  |                                  | 19.4  |   |                            |   | 1,152.1 |              |  |   | 29.7         |   |  |   | (1,307.6 | ) |  |   | 544.8  
|Due to affiliates                                              |  |                        | 355.1   |   |                                              |   |       |                      |  |                             | 132.8   |  |                                  |      |   |                            |   | 365.3   |              |  |   | 59.8         |   |  |   | (913.0   | ) |  |   |       
|                                                               |  |                        |         |   |                                              |   |        |                     
|Long-term debt, less current maturities                        |  |                        | 1,904.3 |   |                                              |   | 568.3  |                      |  |                             | 351.2   |  |                                  |      |   |                            |   | 0.1     |              |  |   | 0.2          |   |  |   | (732.7   | ) |  |   | 2,091.4
|Other noncurrent liabilities                                   |  |                        | 25.8    |   |                                              |   | 101.6  |                      |  |                             | 140.6   |  |                                  | 144.7 |   |                            |   | 123.9   |              |  |   | 72.6         |   |  |   | (10.5    | ) |  |   | 598.7  
|Stockholders equity (deficit)                                 |  |                        | 506.3   |   |                                              |   | (420.3 | )                    |  |                             | 803.5   |  |                                  | (31.3 | ) |                            |   | 5,435.5 |              |  |   | 247.6        |   |  |   | (6,014.7 | ) |  |   | 526.6  
|                                                               |  |                        |         |   |                                              |   |        |                      |  |                             |         |  |                                  |       |   |                            |   |         |              |  |   |              |   |  |   |          |   |  |   |        
|Total liabilities and stockholders equity (deficit)           |  | $                      | 3,005.0 |   |                                              | $ | 306.3  |                      |  | $                           | 1,809.1 |  | $                                | 132.8 |   |                            | $ | 7,076.9 |              |  | $ | 409.9        |   |  | $ | (8,978.5 | ) |  | $ | 3,761.5
|                                                               |  |                        |         |   |                                              |   |        |                      |  |                             |         |  |                                  |       |   |                            |   |         |              |  |   |              |   |  |   |          |   |  |   |        



17



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##### Table of Contents

Condensed Consolidating Statement of Cash Flows

In millions



|                                                     |  |                        |       |   |                                             |   |       |                      |  |   |                             |   |                                  |   |     |                            |   |       |              |  |   |              |   |  |   |       |   |  |   |        |  
|---------------------------------------------------- |  | ---------------------- | ----- | - | ------------------------------------------- | - | ----- | -------------------- |  | - | --------------------------- | - | -------------------------------- | - | --- | -------------------------- | - | ----- | ------------ |  | - | ------------ | - |  | - | ----- | - |  | - | ------ | -
|                                                     |  | IMCGlobal Inc.(Parent) |       |   | PhosphateResourcePartnersLimitedPartnership |   |       | IMCPhosphatesCompany |  |   | IMCPhosphatesCompanyMP Inc. |   | Wholly ownedSubsidiaryGuarantors |   |     | Subsidiary Non- Guarantors |   |       | Eliminations |  |   | Consolidated |  
|For the three months ended March 31, 2004            |  |                        |       |   |                                             |   |       |                      |  |   |                             |   |                                  |   |     |                            |   |       |              |  |   |              |   |  |   |       |   |  |   |        |  
|                                                     |  |                        |       |   |                                             |   |       |                     
|Cash Flows from Operating Activities                 |  |                        |       |   |                                             |   |       |                      |  |   |                             |   |                                  |   |     |                            |   |       |              |  |   |              |   |  |   |       |   |  |   |        |  
|Net cash provided by (used in) operating activities  |  | $                      | (8.1  | ) |                                             | $ | (12.9 | )                    |  | $ | (51.7                       | ) |                                  | $ |    |                            | $ | 15.1  |              |  | $ | (75.0        | ) |  | $ | 86.4  |   |  | $ | (46.2  | )
|                                                     |  |                        |       |   |                                             |   |       |                     
|Cash Flows from Investing Activities                 |  |                        |       |   |                                             |   |       |                      |  |   |                             |   |                                  |   |     |                            |   |       |              |  |   |              |   |  |   |       |   |  |   |        |  
|Capital expenditures                                 |  |                        |      |   |                                             |   |      |                      |  |   | (16.4                       | ) |                                  |   |    |                            |   | (7.6  | )            |  |   | (2.1         | ) |  |   | 2.5   |   |  |   | (23.6  | )
|Proceeds from the sale of assets                     |  |                        | 2.0   |   |                                             |   |      |                      |  |   |                            |   |                                  |   |    |                            |   | 0.1   |              |  |   |             |   |  |   |      |   |  |   | 2.1    |  
|                                                     |  |                        |       |   |                                             |   |       |                      |  |   |                             |   |                                  |   |     |                            |   |       |              |  |   |              |   |  |   |       |   |  |   |        |  
|Net cash provided by (used in) investing activities  |  |                        | 2.0   |   |                                             |   |      |                      |  |   | (16.4                       | ) |                                  |   |    |                            |   | (7.5  | )            |  |   | (2.1         | ) |  |   | 2.5   |   |  |   | (21.5  | )
|                                                     |  |                        |       |   |                                             |   |       |                      |  |   |                             |   |                                  |   |     |                            |   |       |              |  |   |              |   |  |   |       |   |  |   |        |  
|Net cash provided (used) before financing activities |  |                        | (6.1  | ) |                                             |   | (12.9 | )                    |  |   | (68.1                       | ) |                                  |   |    |                            |   | 7.6   |              |  |   | (77.1        | ) |  |   | 88.9  |   |  |   | (67.7  | )
|                                                     |  |                        |       |   |                                             |   |       |                     
|Cash Flows from Financing Activities                 |  |                        |       |   |                                             |   |       |                      |  |   |                             |   |                                  |   |     |                            |   |       |              |  |   |              |   |  |   |       |   |  |   |        |  
|Payments of long-term debt                           |  |                        | (81.4 | ) |                                             |   | (2.5  | )                    |  |   | (1.2                        | ) |                                  |   |    |                            |   | (27.8 | )            |  |   |             |   |  |   | 3.0   |   |  |   | (109.9 | )
|Proceeds from issuance of long-term debt, net        |  |                        | 81.0  |   |                                             |   | 21.1  |                      |  |   | 69.0                        |   |                                  |   |    |                            |   | 32.7  |              |  |   |             |   |  |   | (90.1 | ) |  |   | 113.7  |  
|Changes in short-term debt, net                      |  |                        | (6.8  | ) |                                             |   | (5.7  | )                    |  |   |                            |   |                                  |   |    |                            |   |      |              |  |   | (6.4         | ) |  |   | (0.4  | ) |  |   | (19.3  | )
|Restricted cash                                      |  |                        | 12.4  |   |                                             |   |      |                      |  |   |                            |   |                                  |   |    |                            |   |      |              |  |   |             |   |  |   |      |   |  |   | 12.4   |  
|Debt refinancing and issuance costs                  |  |                        | (1.9  | ) |                                             |   |      |                      |  |   |                            |   |                                  |   |    |                            |   |      |              |  |   |             |   |  |   |      |   |  |   | (1.9   | )
|Cash dividends paid                                  |  |                        | (2.6  | ) |                                             |   |      |                      |  |   |                            |   |                                  |   |    |                            |   |      |              |  |   |             |   |  |   |      |   |  |   | (2.6   | )
|                                                     |  |                        |       |   |                                             |   |       |                      |  |   |                             |   |                                  |   |     |                            |   |       |              |  |   |              |   |  |   |       |   |  |   |        |  
|Net cash provided by (used in) financing activities  |  |                        | 0.7   |   |                                             |   | 12.9  |                      |  |   | 67.8                        |   |                                  |   |    |                            |   | 4.9   |              |  |   | (6.4         | ) |  |   | (87.5 | ) |  |   | (7.6   | )
|                                                     |  |                        |       |   |                                             |   |       |                      |  |   |                             |   |                                  |   |     |                            |   |       |              |  |   |              |   |  |   |       |   |  |   |        |  
|Net change in cash and cash equivalents              |  |                        | (5.4  | ) |                                             |   |      |                      |  |   | (0.3                        | ) |                                  |   |    |                            |   | 12.5  |              |  |   | (83.5        | ) |  |   | 1.4   |   |  |   | (75.3  | )
|Cash and cash equivalents - beginning of period      |  |                        | 5.4   |   |                                             |   |      |                      |  |   | 0.6                         |   |                                  |   | 0.1 |                            |   | (11.0 | )            |  |   | 83.1         |   |  |   | (1.4  | ) |  |   | 76.8   |  
|                                                     |  |                        |       |   |                                             |   |       |                      |  |   |                             |   |                                  |   |     |                            |   |       |              |  |   |              |   |  |   |       |   |  |   |        |  
|Cash and cash equivalents - end of period            |  | $                      |      |   |                                             | $ |      |                      |  | $ | 0.3                         |   |                                  | $ | 0.1 |                            | $ | 1.5   |              |  | $ | (0.4         | ) |  | $ |      |   |  | $ | 1.5    |  
|                                                     |  |                        |       |   |                                             |   |       |                      |  |   |                             |   |                                  |   |     |                            |   |       |              |  |   |              |   |  |   |       |   |  |   |        |  



18



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##### Table of Contents

Condensed Consolidating Statement of Cash Flows

In millions



|                                                     |  |                        |        |   |                                             |   |       |                      |  |   |                            |   |                                  |   |     |                            |   |      |              |  |   |              |   |  |   |       |   |  |   |        |  
|---------------------------------------------------- |  | ---------------------- | ------ | - | ------------------------------------------- | - | ----- | -------------------- |  | - | -------------------------- | - | -------------------------------- | - | --- | -------------------------- | - | ---- | ------------ |  | - | ------------ | - |  | - | ----- | - |  | - | ------ | -
|                                                     |  | IMCGlobal Inc.(Parent) |        |   | PhosphateResourcePartnersLimitedPartnership |   |       | IMCPhosphatesCompany |  |   | IMCPhosphatesCompanyMPInc. |   | Wholly ownedSubsidiaryGuarantors |   |     | Subsidiary Non- Guarantors |   |      | Eliminations |  |   | Consolidated |  
|For the three months ended March 31, 2003            |  |                        |        |   |                                             |   |       |                      |  |   |                            |   |                                  |   |     |                            |   |      |              |  |   |              |   |  |   |       |   |  |   |        |  
|                                                     |  |                        |        |   |                                             |   |       |                     
|Cash Flows from Operating Activities                 |  |                        |        |   |                                             |   |       |                      |  |   |                            |   |                                  |   |     |                            |   |      |              |  |   |              |   |  |   |       |   |  |   |        |  
|                                                     |  |                        |        |   |                                             |   |       |                     
|Net cash provided by (used in) operating activities  |  | $                      | (29.4  | ) |                                             | $ | (11.2 | )                    |  | $ | (1.6                       | ) |                                  | $ |    |                            | $ | 11.8 |              |  | $ | (12.0        | ) |  | $ | 30.5  |   |  | $ | (11.9  | )
|                                                     |  |                        |        |   |                                             |   |       |                     
|Cash Flows from Investing Activities                 |  |                        |        |   |                                             |   |       |                      |  |   |                            |   |                                  |   |     |                            |   |      |              |  |   |              |   |  |   |       |   |  |   |        |  
|Capital expenditures                                 |  |                        |       |   |                                             |   |      |                      |  |   | (18.0                      | ) |                                  |   |    |                            |   | (4.4 | )            |  |   | (2.8         | ) |  |   | 1.5   |   |  |   | (23.7  | )
|Proceeds from sale of businesses                     |  |                        | 20.6   |   |                                             |   |      |                      |  |   |                           |   |                                  |   |    |                            |   |     |              |  |   |             |   |  |   |      |   |  |   | 20.6   |  
|                                                     |  |                        |        |   |                                             |   |       |                      |  |   |                            |   |                                  |   |     |                            |   |      |              |  |   |              |   |  |   |       |   |  |   |        |  
|Net cash provided by (used in) investing activities  |  |                        | 20.6   |   |                                             |   |      |                      |  |   | (18.0                      | ) |                                  |   |    |                            |   | (4.4 | )            |  |   | (2.8         | ) |  |   | 1.5   |   |  |   | (3.1   | )
|                                                     |  |                        |        |   |                                             |   |       |                      |  |   |                            |   |                                  |   |     |                            |   |      |              |  |   |              |   |  |   |       |   |  |   |        |  
|Net cash provided (used) before financing activities |  |                        | (8.8   | ) |                                             |   | (11.2 | )                    |  |   | (19.6                      | ) |                                  |   |    |                            |   | 7.4  |              |  |   | (14.8        | ) |  |   | 32.0  |   |  |   | (15.0  | )
|                                                     |  |                        |        |   |                                             |   |       |                     
|Cash Flows from Financing Activities                 |  |                        |        |   |                                             |   |       |                      |  |   |                            |   |                                  |   |     |                            |   |      |              |  |   |              |   |  |   |       |   |  |   |        |  
|Payments of long-term debt                           |  |                        | (361.1 | ) |                                             |   |      |                      |  |   | (3.4                       | ) |                                  |   |    |                            |   |     |              |  |   |             |   |  |   | 3.4   |   |  |   | (361.1 | )
|Proceeds from issuance of long-term debt, net        |  |                        | 366.5  |   |                                             |   | 11.2  |                      |  |   | 24.2                       |   |                                  |   |    |                            |   |     |              |  |   |             |   |  |   | (35.4 | ) |  |   | 366.5  |  
|Changes in short-term debt, net                      |  |                        | (98.2  | ) |                                             |   |      |                      |  |   |                           |   |                                  |   |    |                            |   |     |              |  |   | (0.3         | ) |  |   |      |   |  |   | (98.5  | )
|Restricted cash                                      |  |                        | 103.9  |   |                                             |   |      |                      |  |   |                           |   |                                  |   |    |                            |   | 1.6  |              |  |   |             |   |  |   |      |   |  |   | 105.5  |  
|Debt refinancing and issuance costs                  |  |                        | (1.7   | ) |                                             |   |      |                      |  |   |                           |   |                                  |   |    |                            |   |     |              |  |   |             |   |  |   |      |   |  |   | (1.7   | )
|Cash dividends paid                                  |  |                        | (2.3   | ) |                                             |   |      |                      |  |   |                           |   |                                  |   |    |                            |   |     |              |  |   |             |   |  |   |      |   |  |   | (2.3   | )
|                                                     |  |                        |        |   |                                             |   |       |                      |  |   |                            |   |                                  |   |     |                            |   |      |              |  |   |              |   |  |   |       |   |  |   |        |  
|Net cash provided by (used in) financing activities  |  |                        | 7.1    |   |                                             |   | 11.2  |                      |  |   | 20.8                       |   |                                  |   |    |                            |   | 1.6  |              |  |   | (0.3         | ) |  |   | (32.0 | ) |  |   | 8.4    |  
|                                                     |  |                        |        |   |                                             |   |       |                      |  |   |                            |   |                                  |   |     |                            |   |      |              |  |   |              |   |  |   |       |   |  |   |        |  
|Net change in cash and cash equivalents              |  |                        | (1.7   | ) |                                             |   |      |                      |  |   | 1.2                        |   |                                  |   |    |                            |   | 9.0  |              |  |   | (15.1        | ) |  |   |      |   |  |   | (6.6   | )
|Cash and cash equivalents - beginning of period      |  |                        | 1.8    |   |                                             |   |      |                      |  |   | 0.1                        |   |                                  |   | 0.2 |                            |   | (6.1 | )            |  |   | 21.7         |   |  |   |      |   |  |   | 17.7   |  
|                                                     |  |                        |        |   |                                             |   |       |                      |  |   |                            |   |                                  |   |     |                            |   |      |              |  |   |              |   |  |   |       |   |  |   |        |  
|Cash and cash equivalents - end of period            |  | $                      | 0.1    |   |                                             | $ |      |                      |  | $ | 1.3                        |   |                                  | $ | 0.2 |                            | $ | 2.9  |              |  | $ | 6.6          |   |  | $ |      |   |  | $ | 11.1   |  
|                                                     |  |                        |        |   |                                             |   |       |                      |  |   |                            |   |                                  |   |     |                            |   |      |              |  |   |              |   |  |   |       |   |  |   |        |  



19



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##### Table of Contents

Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations hereby is amended to read in its entirety as follows:1



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



Results of Operations



Three
months ended March 31, 2004 vs. three months ended March 31, 2003



Overview



Net sales for the first quarter of
2004 were $584.2 million and gross margins were $78.8 million. Net earnings in the current quarter were $9.2 million, or $0.06 per share, including a Loss from discontinued operations of $2.4 million, or $0.02 per share. Net sales for the first
quarter of 2003 were $552.1 million and Gross margins were $35.2 million. The Net loss in the first quarter of 2003 was $36.6 million, or $0.32 per share, including a restructuring charge of $3.9 million, $2.3 million after tax and minority
interest, or $0.02 per share (see Note 1 of Notes to Condensed Consolidated Financial Statements), and the Cumulative effect of a change in accounting principle of $4.9 million, net of minority interest and taxes, or $0.04 per share.



Net sales for the first quarter of 2004 increased $32.1 million or six
percent from the prior year period while Gross margins increased $43.6 million. The increase in Net sales was the result of higher concentrated phosphate sales prices of $55.5 million, higher potash sales prices of $12.3 million and higher potash
sales volumes of $5.8 million, partially offset by lower concentrated phosphate sales volumes of $32.7 million and lower feed ingredient sales of $6.6 million. Margins increased as a result of the higher concentrated phosphate and potash sales
prices, previously discussed, as well as favorable idle plant costs of $5.4 million, partially offset by higher raw material costs of $22.9 million and higher phosphate operating costs of $12.0 million.



The operating results of the Companys significant business units are
discussed in more detail below.



IMC PhosFeed



IMC PhosFeeds (PhosFeed) Net sales for the first
quarter of 2004 increased one percent to $363.3 million compared to $359.0 million for the same period last year largely as a result of higher concentrated phosphate sales prices of $55.5 million, partially offset by lower concentrated phosphate
sales volumes, primarily diammonium phosphate (DAP), of $32.7 million and lower feed ingredient sales of $6.6 million. Average DAP prices increased 31 percent to $188 per short ton in the first quarter of 2004 from $143 per short ton in the first
quarter of 2003. The decrease in domestic DAP volumes was primarily as a result of customers holding back orders due to the expectation of falling prices, the timing of sales in the prior year as well as wet conditions

---

|1 | All statements, other than statements of historical fact, appearing under Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of
Operations," constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, forward-looking statements may include words such as "except," "anticipate," "believe," "may," "should,"
"could" or "estimate." These statements involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this filing.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Factors that could cause actual results to differ materially from those
expressed or implied by the forward-looking statements include, but are not limited to, the following: general business and economic conditions and governmental policies affecting the agricultural industry in localities where the Company or its
customers operate; weather conditions; the impact of competitive products; pressure on prices realized by the Company for its products; constraints on supplies of raw materials used in manufacturing certain of the Company's products; capacity
constraints limiting the production of certain products; difficulties or delays in the development, production, testing and marketing of products; difficulties or delays in receiving, or increased costs of obtaining or satisfying conditions of,
required governmental and regulatory approvals; market acceptance issues, including the failure of products to generate anticipated sales levels; the effects of and change in trade, monetary, environmental and fiscal policies, laws and regulations;
foreign exchange rates and fluctuations in those rates; the costs and effects of legal proceedings, including environmental and administrative proceedings involving the Company; success in implementing the Company's various initiatives; the
uncertain effects upon the global and domestic economies and financial markets of the terrorist attacks in New York City and Washington, D.C. on September 11, 2001 and their aftermaths; and other risk factors reported from time to time in the
Company's Securities and Exchange Commission reports. The Company has entered into a business combination agreement with Cargill. If the transactions contemplated thereby are consummated, the Company's business would be operated by a newly-formed
public company going forward. The Board of Directors and management of the new public company may not be the same as exists on the date hereof for the Company, and they may operate the businesses of the Company in a manner that differs from the
Company's current operations. The factors listed above do not account for any such possible change in the Company's operations.



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delaying fertilizer application. The decrease in international DAP volumes was a result of decreased
sales to China, India, Vietnam, Australia and Japan, partially offset by increased sales to Thailand, Nigeria, Guatemala and South Africa. Lower feed ingredient sales were primarily the result of reduced volumes that occurred because of the timing
of sales in the fourth quarter of the prior year that negatively impacted the current period, increased competitive pricing pressure as well as the impact of the bird flu in Asia.



Gross margins improved to $18.4 million for the first quarter of 2004 compared to a negative $14.8 million for the first
quarter of last year. Margins were favorable as a result of higher concentrated sales prices and lower idle plant costs of $5.4 million, partially offset by higher raw material costs of $23.3 million and higher phosphate operating costs of $12.0
million. The favorable idle plant costs resulted from a rock mine being shutdown during February and March of 2003 compared to operating for the entire first quarter of 2004. Phosphate operating costs were unfavorable primarily as a result of
increased electricity, reclamation, legal and permitting costs as well as using lower grade rock.



IMC Potash



IMC Potashs (Potash) Net sales for the first quarter of 2004 increased 12 percent to $239.6 million compared to $214.2 million for the same period
last year. Gross margins increased 20 percent to $65.2 million for the first quarter of 2004 compared to $54.5 million for the same period in 2003. The increase in Net sales was primarily the result of increased sales prices of $12.3 million and
higher sales volumes of $5.8 million. The average selling price, including all potash products, of $77 per short ton compared to $74 per short ton in the prior year period. Potashs sales volumes were higher mainly as a result of higher
domestic shipments of muriate of potash (MOP) of $12.7 million, partially offset by lower shipments of sulphate of potash (SOP) of $4.7 million and lower export shipments of MOP of $3.3 million. The increase in domestic MOP volumes was primarily as
a result of lower than average sales in the prior year period due to lower market share, customers having less available cash that resulted from increased nitrogen and phosphate prices as well as lower shipments to the southern United States. SOP
volumes were lower as a result of the sale of this product line in the second quarter of 2003. MOP export volumes were unfavorable primarily a result of railcar shortages. Gross margins increased primarily as a result of higher sales prices,
partially offset by increased spending of $2.3 million to control the inflow of water into one of the Companys two interconnected mines at Esterhazy, Saskatchewan.



Key statistics



The following table summarizes the Companys significant sales volumes and average selling prices for the three months ended March 31:



|                                             |  |      |       |      |   |      
|-------------------------------------------- |  | ---- | ----- | ---- | - | -----
|                                             |  | 2004 |       | 2003
|Sales volumes (in thousands of short tons)a: |  |      |       |      |   |      
|Phosphates                                   |  |      | 1,377 |      |   | 1,636
|Potash                                       |  |      | 2,275 |      |   | 2,153
|                                             |  |     
|Average price per tonb:                      |  |      |       |      |   |      
|DAP                                          |  | $    | 188   |      | $ | 143  
|Potash                                       |  | $    | 77    |      | $ | 74   

---

|a | Sales volumes include tons sold captively. Phosphates volumes represent dry product
tons, primarily DAP.
|- | ---------------------------------------------------------------------------------------------------------

|b | Average prices represent sales made FOB plant/mine.
|- | ---------------------------------------------------



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Restructuring charges



In January 2003, the Company announced an organizational restructuring program (Program) to meet current business challenges
and as part of the Companys drive to be the industrys low-cost producer. The Company incurred charges of $3.4 million during the first quarter of 2003 associated with severance and related costs for the Program. In addition, the Company
incurred a $0.5 million charge for accretion expenses related to the lease payments associated with an ammonia barge shutdown. The Company originally recorded the net present value of future lease payments on the ammonia barge in 1998.



Foreign currency transaction (gain) loss



Foreign currency transaction (gain) loss for the first quarter of 2004
changed $26.5 million to a gain of $4.6 million from a loss of $21.9 million in the prior year period. This was primarily caused by a strengthening of approximately one percent in the United States dollar against the Canadian dollar in the first
quarter of 2004 compared to a strengthening of approximately seven percent of the Canadian dollar against the United States dollar in the prior year period. This impacts the carrying value of United States dollar denominated net assets of Potash,
for which the Canadian dollar is its functional currency.



Debt refinancing expense



This change was
primarily a result of a $2.9 million charge related to debt retirement costs in the first quarter of 2003 from the early retirement of the 6.50 percent senior notes due August 1, 2003.



Other expense, net



Other expense, net for the first quarter of 2004 increased $8.3 million to $8.8 million from $0.5 million in the first quarter of 2003. This variance was
primarily a result of the $6.0 million Pensacola, Florida proposed settlement, net of previously established reserves and legal expenses (see Note 10 of Notes to the Condensed Consolidated Financial Statements).



Minority interest



Losses allocated to minority interest decreased $3.1 million from the same
period last year. This decrease in losses allocated to minority interest was primarily the result of IMC Phosphates, a 78.9 percent owned subsidiary of the Company, generating earnings in the current quarter as compared to a loss in the prior year
period, partially offset by the PLP unitholders portion of the Pensacola proposed settlement (see Note 10 of Notes to the Condensed Consolidated Financial Statements).



Provision (benefit) for income taxes



The provision for income taxes on earnings from continuing operations for the first quarter was $7.6 million, for an
effective tax rate of 39.7 percent, versus a benefit of $14.9 million, or an effective rate of 32 percent in the first quarter of 2003. The increase in effective rate primarily reflects the effect of a United States Internal Revenue Service Notice
issued during 2003 that adversely impacts the Companys ability to utilize foreign tax credits beginning in 2004.



Loss from discontinued operations



An additional loss of $2.4 million was recorded in the first quarter of 2004 to reflect the impact of the sale of the remaining Chemicals businesses in
the current quarter (see Note 2 of Notes to the Condensed Consolidated Financial Statements).



Cumulative effect of a change in accounting principle



On January 1, 2003 the Company adopted SFAS No. 143, Accounting for Asset Retirement Obligations. Under the new rules, legal obligations associated with the retirement of long-lived assets are required to be
recognized at their fair value at the time that the obligations are incurred. In the first quarter of 2003, the Company recorded a net charge of $4.9 million representing the difference between the Company recording its obligations pursuant to the
new requirements and amounts previously recorded.



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Capital Resources and Liquidity



The
Companys ability to make payments on and to refinance its indebtedness and to fund planned capital expenditures and expansion efforts in the future, if any, will depend on the Companys ability to generate cash in the future. This, to a
certain extent, is subject to general economic, financial, competitive and other factors that are beyond the Companys control. The Company believes that its cash, other liquid assets and operating cash flow, together with available borrowings
and potential access to credit and capital markets, will be sufficient to meet the Companys operating expenses and capital expenditures and to service its debt requirements and other contractual obligations as they become due.



The Companys credit facilities require it to maintain certain financial ratios,
including a leverage ratio test and an interest coverage test. In addition, the credit facilities contain certain covenants and events of default. Most of the Companys various material debt instruments have cross default provisions. In
general, pursuant to these provisions, the instruments governing such debt arrangements each provide that a failure to pay principal or interest under other indebtedness in excess of a specified threshold amount will result in a cross-default. Of
the Companys material debt instruments, the Credit Facility has the lowest specified threshold amount, $20.0 million. The Companys access to funds is dependent upon its product prices, input costs and market conditions. During periods in
which product prices or volumes; raw material prices or availability; or other conditions reflect the adverse impact of cyclical market trends or other factors; there can be no assurance that the Company would be able to comply with applicable
financial covenants or meet its liquidity needs. The Company cannot assure that its business will generate sufficient cash flow from operations in the future; that its currently anticipated growth in net sales and cash flow will be realized; or that
future borrowings will be available when needed or in an amount sufficient to enable the Company to repay indebtedness or to fund other liquidity needs.



There can be no assurance that the Company will be able to obtain any necessary waivers or amendments from the requisite lenders. Any failure to comply with the
restrictions of the credit facilities or any agreement governing its indebtedness may result in an event of default under those agreements. Such default may allow the creditors to accelerate the related debt, which may trigger cross-acceleration or
cross-default provisions in other debt. In addition, lenders may be able to terminate any commitments they had made to supply the Company with further funds (including periodic rollovers of existing borrowings). The Company has been in compliance
with all of its debt and other covenants during all periods presented. No waivers have been necessary.



Pursuant to the Credit Facility, the Company and certain of its domestic subsidiaries may borrow up to approximately $461.3 million. The Credit Facility consists of a Revolving Credit Facility of up to $210.0 million
available for revolving credit loans and letters of credit as well as a Term Loan Facility of approximately $251.3 million. The Credit Facility requires the Company to meet certain financial tests, including, but not limited to, a maximum total
leverage ratio, a maximum secured leverage ratio, a minimum interest coverage ratio and a maximum ratio of the sum of certain secured obligations as of any date to the collateral coverage amount (as defined in the Credit Facility).



In March 2004, IMC announced that it had obtained amendments to the Credit Agreement
governing its Credit Facility. The descriptions of the terms of the Credit Agreement below reflect those amendments.



The interest expense coverage ratio is the ratio of consolidated Credit Agreement adjusted EBITDA to consolidated interest expense (as defined in the Credit Agreement
governing IMCs credit facilities), and such ratio is required to equal or exceed the following ratios for the four consecutive fiscal quarters ended on any date during any period set forth below: (i) 1.70 to 1.00 for the period of January 1,
2004 to and including December 31, 2004; and (ii) 2.50 to 1.00 after December 31, 2004. For the four fiscal quarters ended March 31, 2004, IMCs interest expense coverage ratio was 1.88 to 1.00.



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The total leverage ratio is the ratio of total indebtedness to consolidated Credit Agreement adjusted EBITDA (each as
defined in the Credit Agreement governing IMCs credit facilities) for the preceding four fiscal quarters, and such ratio is required to be equal to or less than the ratios set forth below as of the last day of any fiscal quarter ending during
any period set forth below: (i) 6.50 to 1.00 for the period of January 1, 2004 to and including December 31, 2004, and (ii) 4.00 to 1.00 after December 31, 2004. For the four fiscal quarters ended March 31, 2004, IMCs total leverage ratio was
5.59 to 1.00.



The secured leverage ratio is the ratio of the total principal
amount of the loans under the credit facilities to consolidated Credit Agreement adjusted EBITDA (each as defined in the Credit Agreement governing IMCs credit facilities) for the preceding four fiscal quarters, and as of the period ended
March 31, 2003 and the last day of any fiscal quarter thereafter, such ratio was required to be less than 2.00 to 1.00. For the four fiscal quarters ended March 31, 2004, IMCs secured leverage ratio was 0.73 to 1.00.



The collateral coverage ratio is the ratio of the total value of the collateral securing
IMCs credit facilities to the sum of the total principal amount of the loans under IMCs credit facilities plus the amount of any outstanding letters of credit, and as of the date of the Credit Facility and any date thereafter, such ratio
was required to be equal to or greater than 1.00 to 1.00. At March 31, 2004, IMCs collateral coverage ratio was 1.67 to 1.00.



As part of the March 2004 amendments to the Credit Agreement, IMC amended the former provisions pursuant to which the Credit Agreement (which otherwise matures in May
2006 in the case of the Revolving Credit Facility and November 2006 in the case of the Term Loan Facility) would have matured on October 15, 2004 if IMC had not refinanced its 2005 Notes prior to October 15, 2004. In 2003, IMC refinanced
approximately $413.5 million of the $450.0 million 2005 Notes then outstanding. Pursuant to the amendments, the Credit Agreement will not mature until the dates in 2006 referred to above as long as IMC repays approximately $10.0 million of the 2005
Notes at maturity in January 2005 and refinances the remaining approximately $27.0 million balance of the 2005 Notes by March 24, 2005 with the proceeds from an offering of debt securities that do not mature or require any amortization or other
payment prior to May 31, 2007 or with the proceeds from an offering of equity securities.



On May 7, 2003, IMC USA entered into the Potash Facility where it may borrow up to a maximum of $52.5 million subject to a borrowing base calculation based on eligible inventory and accounts receivable. Borrowings
under the facility bear an interest rate of LIBOR plus a spread (initially 275 basis points), and are secured by IMC USAs accounts receivable and inventory. The Potash facility is available for the general corporate purposes of IMC USA.
Borrowings under the Potash Facility are guaranteed on an unsecured basis by IMC USA Holdings Inc., a subsidiary of the Company and the parent of IMC USA. Neither the Company nor any other subsidiary is a guarantor for the borrowings under the
Potash Facility. As of March 31, 2004, the Potash Facility had a borrowing base that could support borrowings up to $34.7 million, of which IMC USA had borrowed $5.0 million. The net available borrowings under the Potash Facility as of March 31,
2004 were $29.7 million.



IMC and Cargill announced on January 27, 2004 the
signing of a definitive agreement to combine IMC and Cargill Crop Nutrition to create a new, publicly traded company. See Note 11 of Notes to Condensed Consolidated Financial Statements in Item 1 of Part I of this report. IMC must obtain the consent
of the lenders under the Credit Facility prior to completion of the transactions contemplated by the agreement with Cargill. While IMC intends to seek the consent of such lenders and anticipates that it will receive their consent, there can be no
assurance that their consent will be obtained.



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The indentures relating to IMCs outstanding IMC Senior Notes contain a covenant which requires the consent of the
holders of the IMC Senior Notes to a merger involving IMC unless certain financial tests are met immediately following that merger. IMC is evaluating whether the consent of the holders of the IMC Senior Notes will be required to consummate the
merger of IMC with a subsidiary of the new public company that is contemplated by the agreement between IMC and Cargill, which will depend in part on the financial results of IMC between now and the date of the completion of the transactions and the
manner in which the Cargill Crop Nutrition business is contributed to the new public company and its subsidiaries or affiliates. If the financial results of IMC or the structure of the contribution of Cargill Crop Nutrition do not eliminate the need
for consent, IMC will need to seek consent of the holders of the IMC Senior Notes or consider other arrangements with respect to the IMC Senior Notes. If consent is ultimately determined to be required, IMC may not be able to obtain, or may
experience difficulty and expense in obtaining the required consent.



IMCs indentures governing the IMC Senior Notes contain provisions requiring IMC to offer to purchase all of the outstanding IMC Senior Notes upon a change of control of IMC at 101 percent of the principal amount thereof (plus accrued
and unpaid interest). The completion of the combination with Cargill Crop Nutrition will constitute a change of control of IMC under the terms of IMCs indentures. As of March 31, 2004, $1.2 billion of IMC Senior Notes were outstanding and
subject to the change of control purchase offer requirements. It is possible that IMC will not have sufficient funds available at the time of the change of control to make the required purchases of the IMC Senior Notes. In such case, IMC may be
required to borrow additional funds in order to make the required purchases. However, IMC may not be able to borrow those additional funds or such borrowing may not be available on terms favorable to IMC. Failure to make the required purchases after
the change of control of IMC would cause IMC to be in default under IMCs indentures, and would also constitute a default under IMCs credit facilities. Upon closing of the combination with Cargill Crop Nutrition and until expiration of
the change of control purchase offer, IMC will reclassify the IMC Senior Notes from long-term debt to current maturities of long-term debt. However, the Senior Notes are currently trading at a substantial premium over par (15 - 20 percent). It would
be uneconomical for investors to put the Senior Notes at 101 percent when they could be sold for a substantially higher price. Accordingly, IMC does not currently expect that the noteholders will exercise their put option.



The Company incurs certain liabilities for reclamation activities and phosphogypsum stack
(Gypstacks) closure, primarily in its Florida phosphate operations, where to obtain necessary permits, it must either pass a test of financial strength or provide credit support, typically surety bonds or financial guarantees. As of March 31, 2004
the Company had $92.4 million in surety bonds outstanding which primarily mature over the next fourteen months, and met the financial strength test for the remaining portion of such additional liabilities. In connection with the outstanding surety
bonds, the Company has posted $42.1 million of collateral in the form of letters of credit. In the future, there can be no assurance that the Company will be able to pass such tests of financial strength or to purchase surety bonds on the same terms
and conditions. However, the Company anticipates that it will be able to satisfy applicable credit support requirements without disrupting normal business operations.



The State of Florida has begun formulating new financial assurance rules for closure and long-term care of Gypstacks. Such rules likely will
become effective in 2004 and are expected to include more stringent financial tests than the current rules, along with requirements that closure cost estimates include the cost of treating Gypstack water. Until definitive regulations or
interpretations have been finalized, the Company is unable to determine the nature of the new financial assurance obligations or to predict with certainty the financial impact of these requirements on the Company; however, these impacts could be
significant. The Company currently recognizes both Gypstack closure costs and Gypstack water treatment costs as liabilities in accordance with SFAS No.143.



Operating activities used $46.2 million of cash for the first three months of 2004 compared to using $11.9 million for the same period in 2003. The unfavorable variance
from the prior year was primarily the result of an increase in the amount invested in working capital partially offset by an increase in operating earnings.



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Investing activities used $21.5 million for the first three months of 2004 compared to $3.1 million in the first three
months of 2003. This change was primarily the result of the absence of $20.6 million in proceeds from the sale of White River in 2003 (see Note 2 of Notes to Condensed Consolidated Financial Statements).



Cash used in financing activities for the first three months of 2004 of $7.6 million
fluctuated by $16.0 million from cash provided by financing activities of $8.4 million for the first three months of 2003. This change was primarily the result of net debt payments including the use of restricted cash in the first quarter of 2004 of
$3.1 million versus net cash proceeds including the use of restricted cash of $12.4 in the first quarter of 2003.



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**************************



SIGNATURES



Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to the Form 10-Q report to be signed on its behalf by the undersigned thereunto duly authorized.



IMC GLOBAL INC.by:

/s/ Robert M. QuallsRobert M. QuallsVice President and Controller(on behalf of the registrant and as chief accounting officer)




Date: September 14, 2004



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##### Table of Contents

Exhibit Index



|            |  |                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                    |  |                               
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------- |  | ------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                             |  | Incorporated Herein by Reference to                                                |  | Filed withElectronicSubmission
|2.i.        |  | Agreement and Plan of Merger and Contribution, dated as of January 26, 2004, among IMC Global Inc., Global Nutrition Solutions, Inc., GNS Acquisition Corp., Cargill, Incorporated and Cargill
Fertilizer, Inc.                                                                                                                                                                         |  | Exhibit 2.1 to the Companys Current Report on Form 8-K dated January 26, 2004*    |  |                               
|            |  |                                                                                                                                                                                                                                                                                                                                                                                         | 
|2.ii.       |  | Agreement and Plan of Merger dated as of March 17, 2004, among IMC Global Inc., PRP-GP LLC, Phosphate Resource Partners Limited Partnership, FMRP Inc. and Phosphate Acquisition Partners
L.P.                                                                                                                                                                                          |  | Exhibit 2 to the Companys Current Report on Form 8-K dated March 17, 2004*        |  |                               
|            |  |                                                                                                                                                                                                                                                                                                                                                                                         | 
|2.iii.      |  | Registrant hereby agrees to furnish to the Commission, upon request, a copy of the disclosure schedules that were omitted from the filing of Exhibit 2.i. and Exhibit 2.ii.                                                                                                                                                                                                             |  |                                                                                    |  |                               
|            |  |                                                                                                                                                                                                                                                                                                                                                                                         | 
|4.ii.(a)    |  | Supplemental Indenture dated as of February 29, 2004 between IMC Canada Ltd., 3086146 Nova Scotia Company, IMC Global Inc. and The Bank of New York to the Indentures dated as of May 17, 2001
between IMC Global Inc., the Guarantors named therein and The Bank of New York relating to the issuance of 10.875 percent Senior Notes due 2008 and 11.250 percent Senior Notes due 2011 |  |                                                                                    |  | **                            
|            |  |                                                                                                                                                                                                                                                                                                                                                                                         | 
|4.ii.(b)    |  | Supplemental Indenture dated as of February 29, 2004 between IMC Canada Ltd., 3086146 Nova Scotia Company, IMC Global Inc.and BNY Midwest Trust Company to the Indenture dated as of August 1,
2003 between IMC Global Inc., the Guarantors named therein and BNY Midwest Trust Company relating to the issuance of 10.875 percent Senior Notes due 2013                                |  |                                                                                    |  | **                            
|            |  |                                                                                                                                                                                                                                                                                                                                                                                         | 
|4.ii.(c)    |  | Amendment No. 3 dated as of March 26, 2004 to the Amended and Restated Credit Agreement dated as of May 17, 2001, as amended and restated as of February 21, 2003 by and among IMC Global Inc.,
Phosphate Resource Partners Limited Partnership, IMC Phosphates Company, JP Morgan Chase Bank, as administrative agent, and the lenders party thereto                                   |  | Exhibit 4.ii.(a) to the Companys Current Report on Form 8-K dated March 17, 2004* |  |                               
|            |  |                                                                                                                                                                                                                                                                                                                                                                                         | 
|4.ii.(d)    |  | Amendment No. 4 dated as of March 26, 2004 to the Amended and Restated Credit Agreement dated as of May 17, 2001, as amended and restated as of February 21, 2003 by and among IMC Global Inc.,
Phosphate Resource Partners Limited Partnership, IMC Phosphates Company, JP Morgan Chase Bank, as administrative agent, and the lenders party thereto                                   |  | Exhibit 4.ii.(b) to the Companys Current Report on Form 8-K dated March 17, 2004* |  |                               
|            |  |                                                                                                                                                                                                                                                                                                                                                                                         | 
|31.1        |  | Certification Required by Rule 13a-14(a)                                                                                                                                                                                                                                                                                                                                                |  |                                                                                    |  | X                             
|            |  |                                                                                                                                                                                                                                                                                                                                                                                         | 
|31.2        |  | Certification Required by Rule 13a-14(a)                                                                                                                                                                                                                                                                                                                                                |  |                                                                                    |  | X                             
|            |  |                                                                                                                                                                                                                                                                                                                                                                                         | 
|32.1        |  | Certification Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code                                                                                                                                                                                                                                                                           |  |                                                                                    |  | X                             
|            |  |                                                                                                                                                                                                                                                                                                                                                                                         | 
|32.2        |  | Certification Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code                                                                                                                                                                                                                                                                           |  |                                                                                    |  | X                             

---

|* | SEC File No. 1-9759
|- | -------------------

|** | Previously filed with the Form 10-Q
|-- | -----------------------------------



E-1