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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



| | For the quarterly period ended March 31, 2008
| | ---------------------------------------------

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



| | For the transition period from                  to
                 .
| | ---------------------------------------------------------------------

Commission File
Number 001-33124





INNOPHOS HOLDINGS, INC.

(Exact Name
of Registrant as Specified in its Charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 20-1380758                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



|                                              |  |           
|--------------------------------------------- |  | ----------
|259 Prospect Plains Road Cranbury, New Jersey |  | 08512     
|(Address of Principal Executive Offices)      |  | (Zip Code)

Registrants Telephone Number, Including Area Code: (609) 495-2495





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 a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of accelerated filer, large
accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.

Large Accelerated
Filer   ̈    Accelerated Filer  x    Non-accelerated filer   ̈    Smaller reporting company   ̈

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

As of March 31, 2008, the registrant had 20,878,991 shares of common stock outstanding









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TABLE OF CONTENTS



|           |  |                                                                                       |  |     
|---------- |  | ------------------------------------------------------------------------------------- |  | ----
|           |  |                                                                                       |  | Page
|PART I     |  |                                                                                       |  |     
|Item 1.    |  | Financial Statements                                                                  |  | 3   
|Item 2.    |  | Managements Discussion and Analysis of Results of Operations and Financial Condition |  | 22  
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risks                           |  | 29  
|Item 4.    |  | Controls and Procedures                                                               |  | 30  
|           |  |                                                                                      
|PART II    |  |                                                                                       |  |     
|Item 1.    |  | Legal Proceedings                                                                     |  | 31  
|Item 1A.   |  | Risk Factors                                                                          |  | 35  
|Item 2.    |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 36  
|Item 3.    |  | Defaults Upon Senior Securities                                                       |  | 36  
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                   |  | 36  
|Item 5.    |  | Other Information                                                                     |  | 36  
|Item 6.    |  | Exhibits                                                                              |  | 36  
|           | 
|Signatures |  | 37                                                                                   



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PART I

ITEM 1. FINANCIAL STATEMENTS

INNOPHOS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands, except per share amounts, share amounts or where otherwise noted)



|                                                                                                                         |  |               |         |   |                  |   |         |  
|------------------------------------------------------------------------------------------------------------------------ |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                                         |  | March 31,2008 |         |   | December 31,2007 |  
|ASSETS                                                                                                                   |  |               |         |   |                  |   |         |  
|Current assets:                                                                                                          |  |               |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                |  | $             | 11,746  |   |                  | $ | 15,661  |  
|Accounts receivable - trade                                                                                              |  |               | 68,822  |   |                  |   | 60,079  |  
|Inventories                                                                                                              |  |               | 95,618  |   |                  |   | 78,728  |  
|Other current assets                                                                                                     |  |               | 16,001  |   |                  |   | 18,384  |  
|                                                                                                                         |  |               |         |   |                  |   |         |  
|Total current assets                                                                                                     |  |               | 192,187 |   |                  |   | 172,852 |  
|Property, plant and equipment, net                                                                                       |  |               | 253,488 |   |                  |   | 260,563 |  
|Goodwill                                                                                                                 |  |               | 47,268  |   |                  |   | 47,268  |  
|Intangibles and other assets, net                                                                                        |  |               | 60,588  |   |                  |   | 62,016  |  
|                                                                                                                         |  |               |         |   |                  |   |         |  
|Total assets                                                                                                             |  | $             | 553,531 |   |                  | $ | 542,699 |  
|                                                                                                                         |  |               |         |   |                  |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                     |  |               |         |   |                  |   |         |  
|Current liabilities:                                                                                                     |  |               |         |   |                  |   |         |  
|Current portion of long-term debt                                                                                        |  | $             | 58,026  |   |                  | $ | 1,328   |  
|Accounts payable, trade and other                                                                                        |  |               | 34,578  |   |                  |   | 36,444  |  
|Other current liabilities                                                                                                |  |               | 38,351  |   |                  |   | 45,380  |  
|                                                                                                                         |  |               |         |   |                  |   |         |  
|Total current liabilites                                                                                                 |  |               | 130,955 |   |                  |   | 83,152  |  
|Long-term debt                                                                                                           |  |               | 339,974 |   |                  |   | 383,172 |  
|Other long-term liabilities                                                                                              |  |               | 31,640  |   |                  |   | 31,671  |  
|                                                                                                                         |  |               |         |   |                  |   |         |  
|Total liabilities                                                                                                        |  |               | 502,569 |   |                  |   | 497,995 |  
|                                                                                                                         |  |               |         |   |                  |   |         |  
|                                                                                                                         |  |              
|Commitments and contingencies (note 12)                                                                                  |  |               |         |   |                  |   |         |  
|                                                                                                                         |  |              
|Stockholders equity:                                                                                                    |  |               |         |   |                  |   |         |  
|Common stock, par value $.001 per share; authorized 100,000,000; issued and outstanding 20,878,991 and 20,866,891 shares |  |               | 21      |   |                  |   | 21      |  
|Paid-in capital                                                                                                          |  |               | 94,597  |   |                  |   | 97,729  |  
|Retained deficit                                                                                                         |  |               | (41,519 | ) |                  |   | (50,775 | )
|Other comprehensive loss                                                                                                 |  |               | (2,137  | ) |                  |   | (2,271  | )
|                                                                                                                         |  |               |         |   |                  |   |         |  
|Total stockholders equity                                                                                               |  |               | 50,962  |   |                  |   | 44,704  |  
|                                                                                                                         |  |               |         |   |                  |   |         |  
|Total liabilities and stockholders equity                                                                               |  | $             | 553,531 |   |                  | $ | 542,699 |  
|                                                                                                                         |  |               |         |   |                  |   |         |  

See notes to condensed consolidated financial statements



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INNOPHOS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of Operations (Unaudited)

(In thousands,
except per share amounts, share amounts or where otherwise noted)



|                                             |  |                                 |            |   |                                 |   |            |  
|-------------------------------------------- |  | ------------------------------- | ---------- | - | ------------------------------- | - | ---------- | -
|                                             |  | Three months endedMarch 31,2008 |            |   | Three months endedMarch 31,2007 |  
|Net sales                                    |  | $                               | 162,538    |   |                                 | $ | 136,680    |  
|Cost of goods sold                           |  |                                 | 121,831    |   |                                 |   | 115,698    |  
|                                             |  |                                 |            |   |                                 |   |            |  
|Gross profit                                 |  |                                 | 40,707     |   |                                 |   | 20,982     |  
|                                             |  |                                 |            |   |                                 |   |            |  
|Operating expenses:                          |  |                                 |            |   |                                 |   |            |  
|Selling, general and administrative          |  |                                 | 16,769     |   |                                 |   | 10,413     |  
|Research & development expenses              |  |                                 | 510        |   |                                 |   | 542        |  
|                                             |  |                                 |            |   |                                 |   |            |  
|Total operating expenses                     |  |                                 | 17,279     |   |                                 |   | 10,955     |  
|                                             |  |                                 |            |   |                                 |   |            |  
|Operating income                             |  |                                 | 23,428     |   |                                 |   | 10,027     |  
|Interest expense, net                        |  |                                 | 8,620      |   |                                 |   | 9,921      |  
|Foreign exchange loss (gain)                 |  |                                 | 290        |   |                                 |   | (134       | )
|Other (income) expense, net                  |  |                                 | (80        | ) |                                 |   | 58         |  
|                                             |  |                                 |            |   |                                 |   |            |  
|Income before income taxes                   |  |                                 | 14,598     |   |                                 |   | 182        |  
|Provision for income taxes                   |  |                                 | 5,342      |   |                                 |   | 2,250      |  
|                                             |  |                                 |            |   |                                 |   |            |  
|Net income (loss)                            |  | $                               | 9,256      |   |                                 | $ | (2,068     | )
|                                             |  |                                 |            |   |                                 |   |            |  
|Per share data (see Note 2):                 |  |                                 |            |   |                                 |   |            |  
|Income (loss) per Common share:              |  |                                 |            |   |                                 |   |            |  
|Basic                                        |  | $                               | 0.44       |   |                                 | $ | (0.10      | )
|Diluted                                      |  | $                               | 0.43       |   |                                 | $ | (0.10      | )
|Weighted average Common shares outstanding:  |  |                                 |            |   |                                 |   |            |  
|Basic                                        |  |                                 | 20,801,582 |   |                                 |   | 20,562,809 |  
|Diluted                                      |  |                                 | 21,376,623 |   |                                 |   | 20,562,809 |  
|Dividends paid per share of common stock     |  | $                               | 0.17       |   |                                 | $ | 0.11       |  
|Dividends declared per share of common stock |  | $                               | 0.17       |   |                                 | $ | 0.17       |  

See notes to condensed consolidated financial statements



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INNOPHOS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Dollars in
thousands)



|                                                                                         |  |                                 |         |   |                                 |   |         |  
|---------------------------------------------------------------------------------------- |  | ------------------------------- | ------- | - | ------------------------------- | - | ------- | -
|                                                                                         |  | Three months endedMarch 31,2008 |         |   | Three months endedMarch 31,2007 |  
|Cash flows from operating activities                                                     |  |                                 |         |   |                                 |   |         |  
|Net income (loss)                                                                        |  | $                               | 9,256   |   |                                 | $ | (2,068  | )
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |  |                                 |         |   |                                 |   |         |  
|Depreciation and amortization                                                            |  |                                 | 12,541  |   |                                 |   | 11,565  |  
|Amortization of deferred financing charges                                               |  |                                 | 683     |   |                                 |   | 822     |  
|Deferred income tax benefit                                                              |  |                                 | (631    | ) |                                 |   | (1,078  | )
|Deferred profit sharing                                                                  |  |                                 | 190     |   |                                 |   | 31      |  
|Share-based compensation                                                                 |  |                                 | 401     |   |                                 |   | 231     |  
|Changes in assets and liabilities:                                                       |  |                                 |         |   |                                 |   |         |  
|Increase in accounts receivable                                                          |  |                                 | (8,743  | ) |                                 |   | (3,617  | )
|Increase in inventories                                                                  |  |                                 | (16,890 | ) |                                 |   | (193    | )
|Decrease/(increase) in other current assets                                              |  |                                 | 2,383   |   |                                 |   | (2,531  | )
|Decrease in accounts payable                                                             |  |                                 | (1,866  | ) |                                 |   | (385    | )
|Decrease in other current liabilities                                                    |  |                                 | (7,031  | ) |                                 |   | (5,574  | )
|Changes in other long-term assets and liabilities                                        |  |                                 | (104    | ) |                                 |   | 865     |  
|                                                                                         |  |                                 |         |   |                                 |   |         |  
|Net cash used in operating activities                                                    |  |                                 | (9,811  | ) |                                 |   | (1,932  | )
|                                                                                         |  |                                 |         |   |                                 |   |         |  
|Cash flows from investing activities:                                                    |  |                                 |         |   |                                 |   |         |  
|Capital expenditures                                                                     |  |                                 | (4,086  | ) |                                 |   | (4,625  | )
|                                                                                         |  |                                 |         |   |                                 |   |         |  
|Net cash used for investing activities                                                   |  |                                 | (4,086  | ) |                                 |   | (4,625  | )
|                                                                                         |  |                                 |         |   |                                 |   |         |  
|Cash flows from financing activities:                                                    |  |                                 |         |   |                                 |   |         |  
|Proceeds from exercise of stock options                                                  |  |                                 | 31      |   |                                 |   | 750     |  
|Principal payments of term-loan                                                          |  |                                 | (500    | ) |                                 |   | (8,000  | )
|Revolver Borrowing                                                                       |  |                                 | 14,000  |   |                                 |   |        |  
|Dividends paid                                                                           |  |                                 | (3,549  | ) |                                 |   | (2,275  | )
|                                                                                         |  |                                 |         |   |                                 |   |         |  
|Net cash provided from (used for) financing activities                                   |  |                                 | 9,982   |   |                                 |   | (9,525  | )
|                                                                                         |  |                                 |         |   |                                 |   |         |  
|Net change in cash                                                                       |  |                                 | (3,915  | ) |                                 |   | (16,082 | )
|Cash and cash equivalents at beginning of period                                         |  |                                 | 15,661  |   |                                 |   | 31,760  |  
|                                                                                         |  |                                 |         |   |                                 |   |         |  
|Cash and cash equivalents at end of period                                               |  | $                               | 11,746  |   |                                 | $ | 15,678  |  
|                                                                                         |  |                                 |         |   |                                 |   |         |  

See notes to condensed consolidated financial statements



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INNOPHOS HOLDINGS, INC. AND SUBSIDIARIES

Statements of Stockholders Equity and Other Comprehensive Income (Loss) (Unaudited)

(Dollars and shares in thousands)



|                                                                |  |                       |  |                     |    |                 |   |         |                |  |   |                                            |   |  |                          |        |   |  |   |         |  
|--------------------------------------------------------------- |  | --------------------- |  | ------------------- | -- | --------------- | - | ------- | -------------- |  | - | ------------------------------------------ | - |  | ------------------------ | ------ | - |  | - | ------- | -
|                                                                |  | Number ofCommonShares |  | Stock$0.001ParValue |    | RetainedDeficit |   |         | Paid-inCapital |  |   | AccumulatedOtherComprehensiveIncome/(Loss) |   |  | TotalStockholdersEquity |       
|Balance, January 1, 2007                                        |  | 20,270                |  | $                   | 20 |                 | $ | (45,288 | )              |  | $ | 109,796                                    |   |  | $                        | (3,816 | ) |  | $ | 60,712  |  
|Net loss                                                        |  |                       |  |                     |    |                 |   | (5,487  | )              |  |   |                                            |   |  |                          |        |   |  |   | (5,487  | )
|Change in pension and post-retirement plans, (net of tax $243)  |  |                       |  |                     |    |                 |   |         |                |  |   |                                            |   |  |                          | 1,545  |   |  |   | 1,545   |  
|                                                                |  |                       |  |                     |    |                 |   |         |                |  |   |                                            |   |  |                          |        |   |  |   |         |  
|Other comprehensive (loss), net of tax                          |  |                       |  |                     |    |                 |   |         |                |  |   |                                            |   |  |                          |        |   |  |   | (3,942  | )
|Adjustment to initial public offering expenses                  |  |                       |  |                     |    |                 |   |         |                |  |   | 125                                        |   |  |                          |        |   |  |   | 125     |  
|Proceeds from exercise of stock options and restricted stock    |  | 597                   |  |                     | 1  |                 |   |         |                |  |   | 950                                        |   |  |                          |        |   |  |   | 951     |  
|Share-based compensation                                        |  |                       |  |                     |    |                 |   |         |                |  |   | 1,077                                      |   |  |                          |        |   |  |   | 1,077   |  
|Dividends declared                                              |  |                       |  |                     |    |                 |   |         |                |  |   | (14,219                                    | ) |  |                          |        |   |  |   | (14,219 | )
|                                                                |  |                       |  |                     |    |                 |   |         |                |  |   |                                            |   |  |                          |        |   |  |   |         |  
|Balance, December 31, 2007                                      |  | 20,867                |  |                     | 21 |                 | $ | (50,775 | )              |  | $ | 97,729                                     |   |  | $                        | (2,271 | ) |  | $ | 44,704  |  
|                                                                |  |                       |  |                     |    |                 |   |         |                |  |   |                                            |   |  |                          |        |   |  |   |         |  
|Net income                                                      |  |                       |  |                     |    |                 |   | 9,256   |                |  |   |                                            |   |  |                          |        |   |  |   | 9,256   |  
|Change in pension and post-retirement plans, (net of tax ($11)) |  |                       |  |                     |    |                 |   |         |                |  |   |                                            |   |  |                          | 134    |   |  |   | 134     |  
|                                                                |  |                       |  |                     |    |                 |   |         |                |  |   |                                            |   |  |                          |        |   |  |   |         |  
|Other comprehensive (loss), net of tax                          |  |                       |  |                     |    |                 |   |         |                |  |   |                                            |   |  |                          |        |   |  |   | 9,390   |  
|Proceeds from exercise of stock options                         |  | 12                    |  |                     |    |                 |   |         |                |  |   | 31                                         |   |  |                          |        |   |  |   | 31      |  
|Share-based compensation                                        |  |                       |  |                     |    |                 |   |         |                |  |   | 401                                        |   |  |                          |        |   |  |   | 401     |  
|Dividends related to performance share payout                   |  |                       |  |                     |    |                 |   |         |                |  |   | (13                                        | ) |  |                          |        |   |  |   | (13     | )
|Dividends declared                                              |  |                       |  |                     |    |                 |   |         |                |  |   | (3,551                                     | ) |  |                          |        |   |  |   | (3,551  | )
|                                                                |  |                       |  |                     |    |                 |   |         |                |  |   |                                            |   |  |                          |        |   |  |   |         |  
|Balance, March 31, 2008                                         |  | 20,879                |  | $                   | 21 |                 | $ | (41,519 | )              |  | $ | 94,597                                     |   |  | $                        | (2,137 | ) |  | $ | 50,962  |  
|                                                                |  |                       |  |                     |    |                 |   |         |                |  |   |                                            |   |  |                          |        |   |  |   |         |  

See notes to condensed consolidated financial statements



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INNOPHOS HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except where noted)



1. Basis of Statement Presentation:

Summary of Significant Accounting Policies

The accompanying unaudited condensed consolidated
financial statements of Innophos Holdings, Inc. and Subsidiaries (Company) have been prepared in accordance with generally accepted accounting principles for interim financial reporting and do not include all disclosures required by
generally accepted accounting principles for annual financial reporting, and should be read in conjunction with the audited consolidated and combined financial statements of the Company at December 31, 2007 and for the three years then ended.

The accompanying unaudited condensed consolidated financial statements of the Company reflect all adjustments, consisting only of normal
recurring accruals, which management considers necessary for a fair statement of the results of operations for the interim periods and is subject to year end adjustments. The results of operations for the interim periods are not necessarily
indicative of the results for the full year. The December 31, 2007 condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the
United States of America.

Certain prior year amounts have been reclassed to conform to current year presentation.

Recently Issued Accounting Standards

In June 2007, the FASB ratified Emerging Issues Task Force (EITF) Issue No. 06-11, Accounting for the Income Tax Benefits of Dividends on Share-Based Payment Awards (EITF 06-11). EITF 06-11 provides that tax benefits
associated with dividends on share-based payment awards be recorded as a component of additional paid-in capital. EITF 06-11 is effective, on a prospective basis, for fiscal years beginning after December 15, 2007, which for the Company is
January 1, 2008. The adoption of EITF 06-11 did not have a material effect on its consolidated financial position or results of operations.

In December 2007, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 110 (SAB 110).SAB 110 expresses the views of the staff regarding the use of the simplified
method in developing an estimate of expected term of plain vanilla share options in accordance with FASB Statement No. 123(R), Share Based Payment. The use of the simplified method was scheduled to expire on
December 31, 2007. SAB 110 extends the use of the simplified method for plain vanilla awards in certain situations. The Company currently uses the simplified method to estimate the expected term for share
option grants as it does not have enough historical experience to provide a reasonable estimate due to the limited period the Companys equity shares have been available. The Company will continue to use the simplified method until
it has enough historical experience to provide a reasonable estimate of expected term in accordance with SAB 110. SAB 110 is effective for options granted after December 31, 2007.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This Statement defines fair value, establishes a framework for measuring
fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, which for
the Company is January 1, 2008. In February 2008, the FASB issued Staff Positions No. 157-1 and No. 157-2 which partially defer the effective date of SFAS No. 157 for one year for certain non-financial assets and liabilities and
remove certain leasing transactions from its scope.

SFAS No. 157 indicates, among other things, that a fair value measurement assumes
that the transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. SFAS 157 defines fair value
based upon an exit price model. SFAS 157 establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted
prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly
through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. A financial asset or
liabilitys classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The implementation of SFAS No. 157 for financial assets and financial liabilities, effective January 1, 2008, did not have a material impact on our consolidated financial position or results of operations.
The Company is currently assessing the impact of SFAS No. 157 for non-financial assets and non-financial liabilities on its consolidated financial position and results of operations.



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INNOPHOS HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except where noted)



In December 2007, the FASB issued SFAS No. 141R, Business Combinations, which
changes how business acquisitions are accounted. SFAS No. 141R requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction and establishes the
acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed in a business combination. Certain provisions of this standard will, among other things, impact the determination of acquisition-date fair
value of consideration paid in a business combination (including contingent consideration); exclude transaction costs from acquisition accounting; and change accounting practices for acquired contingencies, acquisition-related restructuring costs,
in-process research and development, indemnification assets, and tax benefits. SFAS No. 141R is effective for business combinations and adjustments to an acquired entitys deferred tax asset and liability balances occurring after
December 31, 2008.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial
Statements, an amendment of ARB No. 51, which establishes new standards governing the accounting for and reporting of noncontrolling interests (NCIs) in partially owned consolidated subsidiaries and the loss of control of subsidiaries.
Certain provisions of this standard indicate, among other things, that NCIs (previously referred to as minority interests) be treated as a separate component of equity, not as a liability; that increases and decreases in the parents ownership
interest that leave control intact be treated as equity transactions, rather than as step acquisitions or dilution gains or losses; and that losses of a partially owned consolidated subsidiary be allocated to the NCI even when such allocation might
result in a deficit balance. This standard also requires changes to certain presentation and disclosure requirements. SFAS No. 160 is effective beginning January 1, 2009. The provisions of the standard are to be applied to all NCIs
prospectively, except for the presentation and disclosure requirements, which are to be applied retrospectively to all periods presented. The Company does not currently believe that it will have a material impact on its consolidated financial
position or results of operations.

In March 2008, the FASB issued SFAS No. 161, Disclosures About Derivative Instruments and
Hedging Activities  an amendment of FASB Statement No. 133 (SFAS No. 161). SFAS No. 161 expands quarterly disclosure requirements in SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities about an entitys derivative instruments and hedging activities. SFAS No. 161 is effective for fiscal years beginning after November 15, 2008, which for the Company is January 1, 2009. The Company will comply
with the additional disclosures upon adoption of SFAS No. 161.

2. Earnings (Loss) Per Share:

The numerator for basic and diluted earnings (loss) per share is net earnings (loss) available to common stockholders. The denominator for basic earnings
(loss) per share is the weighted average number of common stock outstanding during the period. The denominator for diluted earnings (loss) per share is weighted average shares outstanding adjusted for the effect of dilutive outstanding stock
options, performance share awards and restricted stock awards.



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INNOPHOS HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except where noted)



Total outstanding stock options, performance share awards and unvested restricted stock not included
in the calculation of diluted earnings per share as the effect would be anti-dilutive are 974,635 and 487,310 for the three months ended March 31, 2007 and March 31, 2008, respectively. The following is a reconciliation of the basic number
of common shares outstanding to the diluted number of common and common stock equivalent shares outstanding:



|                                                                           |  |                                |            |                                |   |            |  
|-------------------------------------------------------------------------- |  | ------------------------------ | ---------- | ------------------------------ | - | ---------- | -
|                                                                           |  | Three MonthsEndedMarch 31,2008 |            | Three MonthsEndedMarch 31,2007 |  
|Net income (loss) available to common shareholders                         |  | $                              | 9,256      |                                | $ | (2,068     | )
|                                                                           |  |                                |            |                                |   |            |  
|Weighted average number of common and potential common shares outstanding: |  |                                |            |                                |   |            |  
|Basic number of common shares outstanding                                  |  |                                | 20,801,582 |                                |   | 20,562,809 |  
|Dilutive effect of stock equivalents                                       |  |                                | 575,041    |                                |   |           |  
|                                                                           |  |                                |            |                                |   |            |  
|Diluted number of weighted average common shares outstanding               |  |                                | 21,376,623 |                                |   | 20,562,809 |  
|                                                                           |  |                                |            |                                |   |            |  
|Earnings (loss) per common share:                                          |  |                                |            |                                |   |            |  
|Income (loss) per common share - Basic                                     |  | $                              | 0.44       |                                | $ | (0.10      | )
|Income (loss) per common share - Diluted                                   |  | $                              | 0.43       |                                | $ | (0.10      | )

3. Dividends:

Dividends paid per share for the three months ended March 31, 2007 included a cash dividend of $0.11 per share ($2,275 in the aggregate) declared on December 18, 2006 and paid on January 30, 2007 to
holders of record on January 15, 2007.

Dividends paid per share for the three months ended March 31, 2008 included a cash
dividend of $0.17 per share ($3,549 in the aggregate) declared on December 21, 2007 and paid on January 31, 2008 to holders of record on January 14, 2008.

Dividends declared per share for the three months ended March 31, 2007 included a cash dividend of $0.17 per share ($3,533 in the aggregate) declared on March 29, 2007 and paid on April 30, 2007 to
holders of record on April 13, 2007.

Dividends declared per share for the three months ended March 31, 2008 included a cash
dividend of $0.17 per share ($3,551 in the aggregate) declared on March 25, 2008 and paid on April 30, 2008 to holders of record on April 15, 2008.

4. Share-Based Compensation:

Our compensation programs include share-based payments. The primary share-based awards and
their general terms and conditions are as follows:



| |  |  | Stock options, which entitle the holder to purchase, after the end of a vesting term, a specified number of shares of the Companys common stock at an exercise
price per share set equal to the market price of the Companys common stock on the date of grant.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Restricted stock grants, which entitle the holder to receive, at the end of each vesting term, a specified number of shares of the Companys common stock, and
which also entitle the holder to receive dividends paid on such grants throughout the vesting period.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Performance share awards which entitle the holder to receive, at the end of a vesting term, a number of shares of the Companys common stock, within a range of
shares from zero to a specified maximum, calculated using a three year future average return on invested capital (i.e. the three year period 2008-2010 for a 2007 award) as defined solely by reference to the Companys own activities. Dividends
will accrue over the vesting period and are paid on performance share awards when fully vested.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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INNOPHOS HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except where noted)



The following table summarizes the components of share-based compensation expense, all of which has
been classified as selling, general and administrative expense:



|                                       |  |                                 |     |                                 |   |    
|-------------------------------------- |  | ------------------------------- | --- | ------------------------------- | - | ---
|                                       |  | Three Months EndedMarch 31,2008 |     | Three Months EndedMarch 31,2007
|Stock options                          |  | $                               | 91  |                                 | $ |   
|Restricted stock                       |  |                                 | 231 |                                 |   | 231
|Performance shares                     |  |                                 | 79  |                                 |   |   
|                                       |  |                                 |     |                                 |   |    
|Total share-based compensation expense |  | $                               | 401 |                                 | $ | 231
|                                       |  |                                 |     |                                 |   |    

5. Inventories:

Inventories consist of the following:



|                  |  |               |        |                  |   |       
|----------------- |  | ------------- | ------ | ---------------- | - | ------
|                  |  | March 31,2008 |        | December 31,2007
|Finished products |  | $             | 65,382 |                  | $ | 54,929
|Raw materials     |  |               | 22,571 |                  |   | 16,231
|Spare parts       |  |               | 7,665  |                  |   | 7,568 
|                  |  |               |        |                  |   |       
|                  |  | $             | 95,618 |                  | $ | 78,728
|                  |  |               |        |                  |   |       

Inventory reserves as of March 31, 2008 and December 31, 2007 were $8,915 and $8,754,
respectively.

6. Other Current Assets:

Other current assets consist of the following:



|                                     |  |               |        |                  |   |       
|------------------------------------ |  | ------------- | ------ | ---------------- | - | ------
|                                     |  | March 31,2008 |        | December 31,2007
|Creditable taxes (value added taxes) |  | $             | 5,223  |                  | $ | 4,647 
|Prepaid income taxes                 |  |               | 612    |                  |   | 548   
|Deferred taxes                       |  |               | 2,087  |                  |   | 2,087 
|Prepaids                             |  |               | 7,421  |                  |   | 10,478
|Other                                |  |               | 658    |                  |   | 624   
|                                     |  |               |        |                  |   |       
|                                     |  | $             | 16,001 |                  | $ | 18,384
|                                     |  |               |        |                  |   |       



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INNOPHOS HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except where noted)



7. Intangibles and Other Assets, net:

Intangibles and other assets consist of the following:



|                                                                                                                     |  |                    |  |               |        |                  |   |       
|-------------------------------------------------------------------------------------------------------------------- |  | ------------------ |  | ------------- | ------ | ---------------- | - | ------
|                                                                                                                     |  | Useful life(years) |  | March 31,2008 |        | December 31,2007
|Developed technology and application patents, net of accumulated amortization of $6,862 for 2008 and $6,389 for 2007 |  | 10-20              |  |               | 29,738 |                  |   | 30,211
|Customer relationships, net of accumulated amortization of $2,301 for 2008 and $2,064 for 2007                       |  | 5-15               |  |               | 9,029  |                  |   | 9,266 
|Tradenames and license agreements, net of accumulated amortization of $2,349 for 2008 and $2,185 for 2007            |  | 5-20               |  |               | 7,011  |                  |   | 7,175 
|Capitalized software, net of accumulated amortization of $2,030 for 2008 and $1,814 for 2007                         |  | 3-5                |  |               | 1,718  |                  |   | 1,933 
|Non-compete agreement, net of accumulated amortization of $94 for 2008 and $63 for 2007                              |  | 5                  |  |               | 536    |                  |   | 567   
|                                                                                                                     |  |                    |  |               |        |                  |   |       
|Total Intangibles                                                                                                    |  |                    |  | $             | 48,032 |                  | $ | 49,152
|                                                                                                                     |  |                    |  |               |        |                  |   |       
|Deferred financing costs, net of accumulated amortization of $16,703 for 2008 and $16,020 for 2007                   |  |                    |  | $             | 11,044 |                  | $ | 11,727
|Deferred income taxes                                                                                                |  |                    |  |               | 530    |                  |   | 542   
|Other assets                                                                                                         |  |                    |  |               | 982    |                  |   | 595   
|                                                                                                                     |  |                    |  |               |        |                  |   |       
|Total other assets                                                                                                   |  |                    |  | $             | 12,556 |                  | $ | 12,864
|                                                                                                                     |  |                    |  |               |        |                  |   |       
|                                                                                                                     |  |                    |  | $             | 60,588 |                  | $ | 62,016
|                                                                                                                     |  |                    |  |               |        |                  |   |       



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INNOPHOS HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except where noted)



8. Other Current Liabilities:

Other current liabilities consist of the following:



|                      |  |               |        |                  |   |       
|--------------------- |  | ------------- | ------ | ---------------- | - | ------
|                      |  | March 31,2008 |        | December 31,2007
|Payroll related       |  | $             | 7,375  |                  | $ | 9,746 
|Taxes                 |  |               | 6,985  |                  |   | 8,331 
|Interest              |  |               | 5,202  |                  |   | 7,785 
|Freight and rebates   |  |               | 4,777  |                  |   | 5,757 
|Benefits and pensions |  |               | 3,801  |                  |   | 4,468 
|Dividends payable     |  |               | 3,551  |                  |   | 3,549 
|Legal                 |  |               | 1,363  |                  |   | 1,351 
|Other                 |  |               | 5,297  |                  |   | 4,393 
|                      |  |               |        |                  |   |       
|                      |  | $             | 38,351 |                  | $ | 45,380
|                      |  |               |        |                  |   |       

9. Debt and Interest:

Short-term borrowings and long-term debt consist of the following:



|                                                     |  |               |         |                  |   |        
|---------------------------------------------------- |  | ------------- | ------- | ---------------- | - | -------
|                                                     |  | March 31,2008 |         | December 31,2007
|Senior credit facility                               |  | $             | 128,000 |                  | $ | 128,500
|Senior subordinated notes                            |  |               | 190,000 |                  |   | 190,000
|Senior unsecured notes                               |  |               | 66,000  |                  |   | 66,000 
|Revolver borrowings under the senior credit facility |  |               | 14,000  |                  |   |       
|                                                     |  |               |         |                  |   |        
|                                                     |  | $             | 398,000 |                  | $ | 384,500
|Less current portion                                 |  |               | 58,026  |                  |   | 1,328  
|                                                     |  |               |         |                  |   |        
|                                                     |  | $             | 339,974 |                  | $ | 383,172
|                                                     |  |               |         |                  |   |        

The senior credit facility provides for interest based upon a fixed spread above the banks
prime lending rate or the LIBOR lending rate. The borrowings under the term loan portion of the senior credit facility bear interest at March 31, 2008 at 6.8%. The amount outstanding on the term loan facility as of March 31, 2008 was
$128.0 million.

There was $14.0 million outstanding on the revolving portion of the senior credit facility at March 31, 2008, all of
which is determined to be short-term, with interest rates varying between 5.5% and 6.5%. The Company has also issued approximately $4.5 million of letters of credit under the sub-facility as of March 31, 2008.

The Company is required within five days from the issuance of the 2008 annual financial statements to make a prepayment of the term loan in an amount
equal to 50% of the excess cash flow (as defined in our credit agreement) in addition to the quarterly principal payments. Management estimates the excess cash flow payment and the short-term required quarterly principal payments to be $44.0 million
as of March 31, 2008.

On April 16, 2007, the Company issued $66.0 million aggregate principal amount of Senior Unsecured Notes.
We issued the Senior Unsecured Notes in transactions exempt from or not subject to registration under the Securities Act, pursuant to Rule 144A and Regulation S under the Securities Act.

The Senior Unsecured Notes accrue interest from the issue date at a rate of 91/2% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, commencing October 15, 2007. Innophos
Holdings, Inc. is dependent on the earnings and distributions from Innophos, Inc. and subsidiaries to fund this obligation.

The proceeds
from the sale of the Senior Unsecured notes, together with $0.5 million of cash on hand, were applied to pay expenses and redeem the entire remaining outstanding amount of Floating Rate Senior Notes due 2015 (including the payment of principal,
premium and accrued interest) issued by our wholly-owned subsidiary, Innophos Investments Holdings, Inc. Fees and expenses related to the Senior Unsecured Notes offering were approximately $1.8 million. This amount was recorded as deferred financing
costs and is being amortized over the life of the Senior Unsecured Notes using the effective interest method.



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INNOPHOS HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except where noted)



On April 16, 2007, Innophos Investments Holdings, Inc. called for the redemption of the
remaining $60.8 million in principal of its Floating Rate Senior Notes due 2015 effective May 17, 2007. The redemption of the Floating Rate Senior Notes resulted in an approximate $1.5 million charge to earnings for the acceleration of deferred
financing charges and a $1.8 million charge to earnings for the call premium. The $3.3 million charge was recorded in interest expense for the three months ended June 30, 2007.

In connection with the redemption of the Floating Rate Senior Notes, the Company and its lenders amended the senior credit facility to permit the Company
to, among other things, (i) incur up to $120.0 million in unsecured indebtedness of Innophos Holdings, Inc. or Innophos Investments Holdings, Inc., including the notes offered in the refinancing and any other future debt issuances,
(ii) redeem the entire outstanding amount of the Companys Floating Rate Senior Notes, as well as any premiums and penalties resulting from such redemption, (iii) service the interest on the notes offered hereby through Innophos, Inc.
making payments of such amounts to Innophos Investments Holdings, Inc. and Innophos Holdings, Inc. and (iv) to permit Innophos, Inc. to make payments to Innophos Investments Holdings, Inc. and Innophos Holdings, Inc. for the payment by Innophos
Holdings, Inc. of dividends on its common stock of $0.75 per share (adjusted pro-rata for any future stock splits) up to a maximum of $17.5 million per year.

As of March 31, 2008, the Company was in full compliance with all debt covenant requirements.

Total
interest cash payments by the Company for all indebtedness for the three months ended March 31, 2008 and March 31, 2007 was $10,980 and $13,807, respectively.

Interest expense, net consists of the following:



|                                              |  |                    |       |   |               |   |       |  
|--------------------------------------------- |  | ------------------ | ----- | - | ------------- | - | ----- | -
|                                              |  | Three months ended |      
|                                              |  | March 31,2008      |       |   | March 31,2007 |  
|Interest expense                              |  | $                  | 8,399 |   |               |   | 9,554 |  
|Deferred financing cost                       |  |                    | 683   |   |               |   | 822   |  
|Interest income                               |  |                    | (163  | ) |               |   | (455  | )
|Less: amount capitalized for capital projects |  |                    | (299  | ) |               |   |      |  
|                                              |  |                    |       |   |               |   |       |  
|Total interest expense, net                   |  | $                  | 8,620 |   |               | $ | 9,921 |  
|                                              |  |                    |       |   |               |   |       |  

10. Other Long-term liabilities:

Other long-term liabilities consist of the following:



|                                                             |  |               |        |                  |   |       
|------------------------------------------------------------ |  | ------------- | ------ | ---------------- | - | ------
|                                                             |  | March 31,2008 |        | December 31,2007
|Environmental liabilities                                    |  | $             | 1,100  |                  |   | 1,100 
|Profit sharing liabilities                                   |  |               | 2,117  |                  |   | 1,926 
|Deferred income taxes                                        |  |               | 18,677 |                  |   | 19,310
|Pension and post retirement liabilities (US and Canada only) |  |               | 4,342  |                  |   | 4,213 
|Other Liabilities                                            |  |               | 5,404  |                  |   | 5,122 
|                                                             |  |               |        |                  |   |       
|                                                             |  | $             | 31,640 |                  | $ | 31,671
|                                                             |  |               |        |                  |   |       



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INNOPHOS HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except where noted)



11. Income Taxes:

A reconciliation of the U.S statutory rate and income tax follows:



|                            |  |                                 |        |   |                                 |   |       |                                 |  |   |                             |   |  |   |        |  
|--------------------------- |  | ------------------------------- | ------ | - | ------------------------------- | - | ----- | ------------------------------- |  | - | --------------------------- | - |  | - | ------ | -
|                            |  | Three months endedMarch 31,2008 |        |   | Three months endedMarch 31,2007 |  
|                            |  | Income(loss) beforeincome taxes |        |   | Income taxexpense/(benefit)     |   |       | Income(loss) beforeincome taxes |  |   | Income taxexpense/(benefit) |  
|US                          |  | $                               | (2,104 | ) |                                 |   | 70    |                                 |  | $ | (6,841                      | ) |  | $ | 70     |  
|Canada/Mexico               |  |                                 | 16,702 |   |                                 |   | 5,272 |                                 |  |   | 7,023                       |   |  |   | 2,180  |  
|                            |  |                                 |        |   |                                 |   |       |                                 |  |   |                             |   |  |   |        |  
|Total                       |  | $                               | 14,598 |   |                                 |   | 5,342 |                                 |  |   | 182                         |   |  |   | 2,250  |  
|                            |  |                                 |        |   |                                 |   |       |                                 |  |   |                             |   |  |   |        |  
|Current income taxes        |  |                                 |        |   |                                 |   | 5,973 |                                 |  |   |                             |   |  | $ | 3,328  |  
|Deferred income tax benefit |  |                                 |        |   |                                 |   | (631  | )                               |  |   |                             |   |  |   | (1,078 | )
|                            |  |                                 |        |   |                                 |   |       |                                 |  |   |                             |   |  |   |        |  
|Total                       |  |                                 |        |   |                                 | $ | 5,342 |                                 |  |   |                             |   |  | $ | 2,250  |  
|                            |  |                                 |        |   |                                 |   |       |                                 |  |   |                             |   |  |   |        |  



|                                                |  |                                 |       |   |                                 |   |       |  
|----------------------------------------------- |  | ------------------------------- | ----- | - | ------------------------------- | - | ----- | -
|                                                |  | Three months endedMarch 31,2008 |       |   | Three months endedMarch 31,2007 |  
|Income tax expense at the U.S. statututory rate |  | $                               | 5,109 |   |                                 | $ | 64    |  
|State Income taxes (net of federal tax effect)  |  |                                 | 20    |   |                                 |   | 21    |  
|Foreign tax rate differential                   |  |                                 | (579  | ) |                                 |   | (282  | )
|Change in valuation allowance                   |  |                                 | 740   |   |                                 |   | 2,347 |  
|Non-deductible permanent items                  |  |                                 | 52    |   |                                 |   | 100   |  
|                                                |  |                                 |       |   |                                 |   |       |  
|Provision for income taxes                      |  | $                               | 5,342 |   |                                 | $ | 2,250 |  
|                                                |  |                                 |       |   |                                 |   |       |  

Income taxes paid were $7,465 and $1,950 for the three months ended March 31, 2008 and
March 31, 2007, respectively.

Pursuant to Section 382 of the Internal Revenue Code, as amended, the annual utilization of the
Companys U.S. net operating loss carryforwards may be limited, if the Company experiences a change in ownership of more than 50% within a three year period. The Company believes it has experienced an ownership change on April 2, 2007 that
limits the utilization of net operating losses to offset future taxable income. The Company maintains a full valuation allowance for its U.S. net deferred tax assets and net operating loss carryforwards as realization of the U.S. net deferred tax
asset is not reasonably assured. Therefore, as a result of the full valuation allowance for the U.S. net deferred tax assets, the Company believes that the ownership change pursuant to Section 382 does not have a financial statement impact.

12. Commitments and Contingencies

Environmental

The Companys operations are subject to extensive and changing federal and state environmental
laws and regulations. The Companys manufacturing sites have an extended history of industrial use, and soil and groundwater contamination have or may have occurred in the past and might occur or be discovered in the future.

Environmental efforts are difficult to assess for numerous reasons, including the discovery of new remedial sites, discovery of new information and
scarcity of reliable information pertaining to certain sites, improvements in technology, changes in environmental laws and regulations, numerous possible remedial techniques and solutions, difficulty in assessing the involvement of and the
financial capability of other potentially responsible parties and the extended time periods over which remediation occurs. Other than the items listed below, the Company is not aware of material environmental liabilities which are probable and
estimable. As the Companys environmental contingencies are more clearly determined, it is reasonably possible that amounts accrued may be necessary. However, management does not believe, based on current information, that environmental
remediation requirements will have a material impact on the Companys results of operations, financial position or cash flows.



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INNOPHOS HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except where noted)



Under the Rhodia Agreement between the Company and several affiliates within the Rhodia S.A. Group
according to which the Company acquired the Phosphates Business and related assets, the Company has certain rights of indemnification from the sellers for breach of representations, warranties, covenants and other agreements. With respect to
undisclosed environmental matters, such indemnification rights are subject to certain substantial limitations and exclusions.

Future
environmental spending is probable at our site in Nashville, Tennessee, the eastern portion of which had been used historically as a landfill, and a western parcel previously acquired from a third party, which reportedly had housed, but no longer
does, a fertilizer and pesticide manufacturing facility. We have an estimated liability with a range of $0.9-$1.2 million. The remedial action plan has yet to be finalized, and as such, the Company has recorded a liability, which represents the
Companys best estimate, of $1.1 million as of March 31, 2008.

Maintaining compliance with health and safety and environmental
laws and regulations has resulted in ongoing costs for us. We could incur significant expenses pursuant to new laws, regulations or governmental policies, or new interpretations of existing laws, regulations or governmental policies, or as a result
of the development or discovery of new facts, events, circumstances or conditions at any of our facilities. Currently, we are involved in several compliance and remediation efforts and agency inspection matters concerning health and safety and
environmental matters. The Environmental Protection Agency, or EPA, has indicated that compliance at facilities in the phosphate industry is a high enforcement priority. In 2004, the EPA conducted a multi-media inspection and in 2005 followed up on
issues regarding compliance with air, water and hazardous waste regulations at our Geismar, Louisiana plant. In August 2006, we received a report in connection with that inspection identifying certain areas of concern raised by the EPA under its
hazardous waste regulations. We believe that we operate our Geismar facility in material compliance with all applicable environmental laws and regulations, including those of the EPA, and have responded to those concerns and EPAs follow up
questions in 2007 by explaining how in our judgment our operations meet applicable regulations or exemptions.

Litigation

Mexican CNA Water Tax Claims

Nature
and Extent.On November 1, 2004, our Mexican subsidiary, Innophos Fosfatados, received notice from the Mexican National Waters Commission, or CNA, of the Fresh Water Claims at our Coatzacoalcos, Veracruz, Mexico plant from 1998-2002. As
initially assessed by the CNA, those claims total approximately $32.0 million at current exchange rates as of April 22, 2008, including basic charges of $11.0 million and $21.0 million for interest, inflation and penalties. Management believes
that Innophos Fosfatados has valid bases for challenging the Fresh Water Claims, and that matter is being defended vigorously as explained herein.

A series of claims by CNA concerning salt water extraction and use for 1998 and 1999 totaling approximately $107 million (including interest, inflation and penalties), was nullified in a unanimous order of the Mexican Court of Fiscal and
Administrative Justice, or Mexican Tax Court, determined to be final and unappealable in July 2007.

Rhodia Indemnity Confirmed.As a result of litigation in New York state courts against Rhodia, S.A. and affiliates, or the New York Litigation, concerning their indemnification obligation for the CNA claims under the Rhodia Agreement under which we purchased our business
from Rhodia, on February 12, 2008 the New York Court of Appeals affirmed lower court rulings that Innophos is fully indemnified against the Fresh Water Claims, as well as any like claims pertaining to periods prior to the closing date of the
Transaction, August 13, 2004 were such liabilities to be sustained.

Further Proceedings.The Fresh Water Claims are currently
pending review on appeal by the Mexican Tax Court. A final determination of the CNA Fresh Water matter may require further appeals to the Mexican Supreme Court and remands to the CNA or to lower courts, a process that might continue for several
years. In the event that the appeals were to be decided against us and Rhodia were then unable to pay on its indemnification obligations, our subsidiary could be required to pay a judgment for the entire amount claimed.

Possible Post-2002 Claims.If the CNA Fresh Water Claims were sustained for the period 1998-2002, it is possible that CNA would seek to claim
similar higher duties, fees and other charges for fresh water extraction and usage from 2003 on into the future, or the Post-2002 Fresh Water Claims. Management estimates that such charges would be approximately $10 million of additional basic
charges to date, excluding interest, inflation, and penalties, and, under current operating conditions, approximately $1.6 million of additional basic charges per year. Based on the judgments we have obtained in New York, we believe Rhodia would be
responsible to indemnify us fully for those additional Taxes arising on or before the



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INNOPHOS HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except where noted)



August 2004 closing , representing approximately $4 million of basic charges. Moreover, although not included in our judgments, we also believe Rhodia would
be required to fully indemnify us for post-closing losses caused by breaches of covenants set forth in the Rhodia Agreement, which could represent the remainder of the exposure referenced above, or $6 million or other measure of damages for such
breaches. Rhodia contests indemnification responsibility for such breaches. As the issue of indemnity responsibility for post-closing Fresh Water Claims remains unresolved in the New York Litigation, it is possible that case will proceed to trial to
resolve this and other issues. Rhodia has served a motion for partial summary judgment to dismiss the post-closing claims for indemnification, and the parties are in the process of briefing such motion. The timing of argument or decision by the
trial court is not known.

Based upon advice of counsel and our review of the CNA Fresh Water Claims and the Post-2002 Fresh Water Claims,
the facts and applicable law, we have determined that liability is reasonably possible, but is neither probable nor reasonably estimable. Accordingly, we have not established a liability on the balance sheet as of March 31, 2008. As additional
information is gained, we will reassess the potential liability and establish the amount of any loss reserve as appropriate. The ultimate liability amount could be material to our results of operations and financial condition. Furthermore, given
Rhodias financial condition, we cannot be sure we will ultimately collect any amounts due from Rhodia under our Rhodia Agreement indemnification rights, even though they have been confirmed by court judgments.

Mexican Water Recycling System  PAMCAR Agreement

Innophos Fosfatados is the successor to the PAMCAR Agreement which required specified improvements at the Coatzacoalcos plant to be completed by December 31, 2004. Under the terms of the PAMCAR Agreement and subject to its compliance,
the CNA temporarily exempted Innophos Fosfatados from the payment of certain waste water discharge duties, taxes and related charges that normally would have been payable. On January 10, 2005, after bringing on line newly installed water
recycling equipment, Innophos Fosfatados notified the CNA of its position that it complied with the applicable requirements of the PAMCAR Agreement as of December 31, 2004.

Innophos Fosfatados waste water discharges had been the subject of an earlier study by the National University of Mexico, which concluded in
October 2004 that the discharges did not adversely affect the receiving water bodies or the environment. In addition to a previous request by Innophos Fosfatados to update the relevant waste water discharge permit with new operating information, in
October 2004, Innophos Fosfatados filed a petition with the CNA to reflect the results of the university study and to revise upward the discharge limits which its operations (including as improved by the water recycling installation) could satisfy.
In 2005, Innophos Fosfatados received a new Concession Title (containing a waste water discharge permit and limits) granting the requested relief as to all discharge limits.

Although there has been no formal action, CNA regional officials may take the position that compliance with the PAMCAR Agreement was to be determined by
the previous Concession Title which contained a permit with stricter discharge limits. Consequently, while Mexican counsel has advised us that, as a matter of applicable law, compliance should be determined upon the new, revised, discharge limits,
CNA regional officials could find that Innophos Fosfatados was not in compliance for the duration of the PAMCAR Agreement. In that event, the exempted taxes, duties and related charges through December 31, 2004, could be reinstated. We estimate
that the amount of exempted duties and related charges through December 31, 2004 may range up to $11.0 million at current exchange rates as of April 22, 2008 (including inflation and interest). In addition, we have been advised it is
possible under applicable law that a penalty could be imposed of up to an additional $11.6 million at current exchange rates. We believe that the above amounts represent the upper range of possible liability based on a finding of noncompliance
involving pH levels rather than phosphorus, and, accordingly, could be significantly reduced. We do not know whether the CNA will make a finding of noncompliance as to any aspect of the PAMCAR Agreement or what discharge limits would constitute the
basis for a finding of noncompliance as to water quality requirements.

In March 2008, Innophos Fosfatados received an audit notice and a
request for documents from CNA concerning wastewater discharges and payment of duties, fees and other charges related thereto and under the applicable Concession Title from 2002 through 2005. We promptly put Rhodia on notice of indemnification under
the Rhodia Agreement, and provided all requested documents within the time requested by the CNA. Rhodia declined to control the defense of the CNA audit, and declined to accept indemnification, pending further information.

Based upon currently available information and advice of counsel, we would take appropriate steps to challenge any claim stemming from an alleged
violation of the PAMCAR Agreement before the CNA and/or Mexican courts, and if any such claim were presented, evaluate potential indemnification rights against Rhodia. Based upon advice of counsel and our



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INNOPHOS HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except where noted)



review of the CNA claims, the facts and applicable law, we have determined that liability is reasonably possible, but is neither probable nor reasonably
estimable. Accordingly, we did not establish a liability on the balance sheet as of March 31, 2008.

SCT Concession Title

In late March 2007, Innophos Fosfatados received a follow up to an earlier request for information from the Mexican Secretariat of Communications and
Transportation, or SCT related to our Concession Title to use national port facilities for the Coatzacoalcos plant. Innophos Fosfatados had been granted a 20 year Concession Title in 1993 covering land, pier and water areas, and the SCT is the
agency with authority to oversee compliance with that Concession Title, including the payment of required taxes and fees, and to take enforcement action, including revocation or refusal to renew a Concession Title. In our review of the matter, we
determined that there was a probable liability and complied with the SCT demand that we undertake a regularization (that is, a settlement) of omitted or insufficient payments of taxes and fees under the Concession Title. By July 2007 we
had completed an updated appraisal of the pier-related facilities, made required filings and paid approximately $2.0 million which was included in cost of goods sold for the second fiscal quarter of 2007. The payments consisted of approximately $1.7
million for the periods November 1996 through August 13, 2004 and approximately $0.3 million for the periods August 14, 2004 through May 2007. By completing the regularization process, management was informed by the agency that no
penalties would be imposed. Although the appraisal we obtained which established values for the taxes and fees due may be accepted by the SCT for settlement purposes, the SCT is entitled, and we believe likely, to order a new appraisal of the port
facilities, which could result in a further adjustment of amounts due on our account, which management believes would not be material.

We
have also been notified by the SCT that our regularization is not considered complete, and that in their view we owe additional sums due to a difference between the square meter areas for the Companys pier as-built versus the larger square
meter area under the Concession Title. Management has revised its estimated liability by approximately $0.7 million. Accordingly, we have established a liability on the balance sheet as of March 31, 2008 in that amount.

We believe the liability arising from the SCT regularization, to the extent applicable to periods prior to the August 2004 closing of the acquisition, is
fully indemnified by Rhodia under the Rhodia Agreement. We have put Rhodia on notice and made a demand for indemnification amounting to a total of $1.7 million of pre-acquisition Tax claims. We also believe we are indemnified under other provisions
of the Rhodia Agreement, subject to satisfaction of any applicable deductibles, for some or all of the remaining amounts of the regularization payments for periods after the closing and likewise have made a claim for those amounts. Thus far, Rhodia
has maintained that the SCT charges are not fully indemnifiable under the Rhodia Agreement. Therefore, although we intend to pursue indemnification from Rhodia vigorously, it is possible that we will not prevail in any required legal action or that
Rhodia will not be able to pay us if we do. The indemnification of the SCT related claims are considered a gain contingency and, therefore, no receivable has been recorded as of March 31, 2008.

EPA Civil Enforcement  Geismar, Louisiana Plant

Following inspections of our Geismar, LA plant in 2004 and follow-up questions, in August 2006, we received an EPA report identifying certain areas of concern under its hazardous waste regulations, known as the Resource, Conservation and
Recovery Act, or RCRA. We believe that we operate our Geismar facility in material compliance with all applicable environmental laws and regulations, including RCRA and responded to those concerns and EPAs follow up questions by explaining how
in our judgment our operations meet applicable regulations or exemptions.

We understand that the inspections and issues raised by EPA as
part of a national enforcement priority as to facilities in the phosphate industry. EPA has sought civil penalties from phosphate manufacturers for claimed RCRA violations, and, from time to time, has referred these matters to the Department of
Justice, or DOJ, for possible litigation.

On March 20, 2008, we received a letter from the DOJ indicating that EPA had referred our
case to the DOJ for civil enforcement, contending that our operations there do not qualify for the exemptions we have claimed, and alleging that we violate RCRA by failing to manage two materials appropriately, and related administrative violations.
The letter states that EPA/DOJ intends to seek unspecified penalties and corrective action, but proposes to discuss the matter with us to explore possible resolution. As we believe the agencies have failed to consider properly the basis of why we
maintain our Geismar operations are compliant, we have initiated such discussions with EPA/DOJ. At this time, we do not know whether such discussions will result in an agreed resolution, a consent decree, or litigation.



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INNOPHOS HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except where noted)



Based upon advice of counsel and our review of this matter, the facts and applicable law, we have
determined that liability is reasonably possible, but is neither probable nor reasonably estimable. Accordingly, we did not establish a liability on the balance sheet as of March 31, 2008. In the event of civil liability, we have determined
that we would probably not have a claim for indemnity from Rhodia under the Rhodia Agreement.

U.S. Department of Justice STPP Investigation

In September 2007, we received a letter from the United States Department of Justice, or DOJ, disclosing that it was conducting an
investigation of potential antitrust violations in the STPP (sodium tripolyphosphate) industry. The letter transmitted a grand jury subpoena issued by the United States District Court for the Northern District of California to
produce documents and other materials relating to our STPP business focusing on the period from January 1, 2002 through December 31, 2005. We believe that the DOJ investigation is just getting underway and understand that other STPP
producers have received similar subpoenas.

We are cooperating fully with the DOJ investigation and complying with the subpoena by
producing the documents and materials. Through February 2008, we completed our searches, review and delivery to the DOJ of what we believe to be substantially all the responsive materials.

Management believes based on all available information responsive to the subpoena, that there is no contingent liability. Accordingly, we have not
established a liability on the balance sheet as of March 31, 2008.

We acquired our STPP business in August 2004 as part of the
transactions under the Rhodia Agreement. In the event there were to be a claim resulting in liability, we would evaluate potential indemnification rights against Rhodia under the Rhodia Agreement, based upon the facts and circumstances giving rise
to such claim.

Other Legal Matters

In
June 2005, Innophos Canada, Inc. was contacted by representatives of The Mosaic Company (a division of Cargill Corporation), or Mosaic, seeking a meeting to discuss the status of an ongoing remedial investigation and clean-up Mosaic is conducting at
its currently closed fertilizer manufacturing site located north of Innophos Canadas Pt. Maitland, Ontario Canada plant site. The remediation is being overseen by the Provincial Ministry of Environment, or MOE. Mosaic stated that, in its view,
we and Rhodia (our predecessor in interest prior to August 13, 2004) were responsible for some phosphorus compound contamination at a rail yard between the Innophos Canada, Inc. and Mosaic sites, and will be asked to participate in the
clean-up. We have determined that this contingent liability is neither probable nor estimable at this time, but liability is reasonably possible. We have notified Rhodia of the Mosaic claim under the Rhodia Agreement, and we will seek all
appropriate indemnification.

In March 2008, Sudamfos S.A., an Argentine phosphate producer, or Sudamfos, filed a request for arbitration
before the ICC International Court of Arbitration, Paris, France, or ICC, of a commercial dispute with our Mexican affiliate, Innophos Mexicana, or Mexicana. Sudamfos claims Mexicana, agreed to sell Sudamfos certain quantities of phosphoric acid for
delivery in 2007 and 2008, and seeks an order requiring Mexicana to sell and deliver approximately 12,500 metric tons during 2008 in accordance with the claimed agreement. We believe we have meritorious defenses, including lack of any binding
obligation to sell additional products to Sudamfos. Further, we believe we have not agreed to arbitrate any dispute with Sudamfos, and therefore we may contest ICC jurisdiction. Management has determined that the contingent liability to Sudamfos is
not probable, and is at most reasonably possible. Accordingly, we have not accrued any liability for this matter on our balance sheet as of December 31, 2007. In addition, Mexicana believes Sudamfos has wrongfully refused payment of
approximately $1.2 million, which Sudamfos owes Mexicana for prior transactions. Mexicana intends to vigorously pursue collection of the receivable and defense of the Sudamfos in an appropriate forum. Managements judgment at this time is
that this outstanding receivable is fully collectible.

In addition, we are party to legal proceedings that arise in the ordinary course of
our business. Except as to the matters specifically discussed, we do not believe that these legal proceedings represent probable or reasonably possible liabilities. However, these matters cannot be predicted with certainty and an unfavorable
resolution of one or more of them could have a material adverse effect on our business, results of operations, financial condition, and/or cash flows.



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INNOPHOS HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except where noted)



Other contingencies

The Company is a party to a 2004 Registration Rights Agreement with Bain Capital and others. In compliance with the Registration Rights Agreement, we
filed a registration statement on Form S-3 with the SEC covering 10,088,039 shares of its common stock which are owned by selling stockholders under the agreement on April 17, 2008. As of the date of this Form 10-Q, that registration statement
is being reviewed by the staff of the SEC, has not yet become effective, and no shares have been sold by the Bain Capital affiliates. If and when the registration statement becomes effective, the selling stockholders may each, from time to time,
sell shares of our common stock covered by the prospectus in one or more offerings. Under the Registration Rights Agreement, the Company would be required to bear the costs of such an offering, except for underwriting discounts and commissions,
although the Company will not receive proceeds from it.

13. Pension:

Net periodic benefit expense for the United States plans for the three months ended March 31, 2008:



|                                            |  |             |     |   |               |   |     |       |  |   |     |  
|------------------------------------------- |  | ----------- | --- | - | ------------- | - | --- | ----- |  | - | --- | -
|                                            |  | 2008        |    
|                                            |  | PensionPlan |     |   | Otherbenefits |   |     | Total | 
|Service cost                                |  | $           |    |   |               | $ | 82  |       |  | $ | 82  |  
|Interest cost                               |  |             | 29  |   |               |   | 37  |       |  |   | 66  |  
|Expected return on assets                   |  |             | (27 | ) |               |   |    |       |  |   | (27 | )
|Amortization of prior service cost          |  |             |    |   |               |   | 65  |       |  |   | 65  |  
|Amortization of unrecognized (gains)/losses |  |             | (2  | ) |               |   | (25 | )     |  |   | (27 | )
|                                            |  |             |     |   |               |   |     |       |  |   |     |  
|Net periodic benefit expense                |  | $           |    |   |               | $ | 159 |       |  | $ | 159 |  
|                                            |  |             |     |   |               |   |     |       |  |   |     |  

Net periodic benefit expense for the United States plans for the three months ended March 31,
2007:



|                                            |  |                |     |   |               |   |     |       |  |   |     |  
|------------------------------------------- |  | -------------- | --- | - | ------------- | - | --- | ----- |  | - | --- | -
|                                            |  | 2007           |    
|                                            |  | DB PensionPlan |     |   | Otherbenefits |   |     | Total | 
|Service cost                                |  | $              | 87  |   |               | $ | 84  |       |  | $ | 171 |  
|Interest cost                               |  |                | 43  |   |               |   | 35  |       |  |   | 78  |  
|Expected return on assets                   |  |                | (14 | ) |               |   |    |       |  |   | (14 | )
|Amortization of prior service cost          |  |                | 34  |   |               |   | 72  |       |  |   | 106 |  
|Amortization of unrecognized (gains)/losses |  |                |    |   |               |   | (27 | )     |  |   | (27 | )
|                                            |  |                |     |   |               |   |     |       |  |   |     |  
|Net periodic benefit expense                |  | $              | 150 |   |               | $ | 164 |       |  | $ | 314 |  
|                                            |  |                |     |   |               |   |     |       |  |   |     |  

In 2007, the Company and the Union for the hourly employees at our Nashville facility agreed that
it would freeze its defined benefit pension plan (the Plan) as of August 1, 2007. The accrual of additional benefits or increase in the current level of benefits under the Plan ceased as of August 1, 2007, after which the
Nashville union employees now participate in the Companys existing non contributory defined contribution benefit plan.

We made our
entire cash contributions of $2.2 million for our U.S. defined contribution plan during the first quarter of 2008 for the plan year 2007. The U.S. defined benefit cash contributions will be, at a minimum, approximately $0.1 million for 2008.



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INNOPHOS HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except where noted)



Net periodic benefit expense for the Canadian plans for the three months ended March 31, 2008:



|                                              |  |             |      |   |               |   |       |  |   |      |  
|--------------------------------------------- |  | ----------- | ---- | - | ------------- | - | ----- |  | - | ---- | -
|                                              |  | 2008        |     
|                                              |  | PensionPlan |      |   | Otherbenefits |   | Total | 
|Service cost                                  |  | $           | 58   |   |               |   | 15    |  | $ | 73   |  
|Interest cost                                 |  |             | 118  |   |               |   | 14    |  |   | 132  |  
|Expected return on assets                     |  |             | (175 | ) |               |   |      |  |   | (175 | )
|Amortization of initial transition obligation |  |             |     |   |               |   | 9     |  |   | 9    |  
|Amortization of unrecognized (gains)/losses   |  |             | 21   |   |               |   | 2     |  |   | 23   |  
|                                              |  |             |      |   |               |   |       |  |   |      |  
|Net periodic benefit expense                  |  | $           | 22   |   |               | $ | 40    |  | $ | 62   |  
|                                              |  |             |      |   |               |   |       |  |   |      |  

Net periodic benefit expense for the Canadian plans for the three months ended March 31,
2007:



|                                              |  |                |      |   |               |   |       |  |   |      |  
|--------------------------------------------- |  | -------------- | ---- | - | ------------- | - | ----- |  | - | ---- | -
|                                              |  | 2007           |     
|                                              |  | DB PensionPlan |      |   | Otherbenefits |   | Total | 
|Service cost                                  |  | $              | 53   |   |               |   | 13    |  | $ | 66   |  
|Interest cost                                 |  |                | 97   |   |               |   | 11    |  |   | 108  |  
|Expected return on assets                     |  |                | (130 | ) |               |   |      |  |   | (130 | )
|Amortization of initial transition obligation |  |                |     |   |               |   | 7     |  |   | 7    |  
|Amortization of unrecognized (gains)/losses   |  |                | 11   |   |               |   | 3     |  |   | 14   |  
|                                              |  |                |      |   |               |   |       |  |   |      |  
|Net periodic benefit expense                  |  | $              | 31   |   |               | $ | 34    |  | $ | 65   |  
|                                              |  |                |      |   |               |   |       |  |   |      |  

We made cash contributions to our Canadian defined benefit plan of $0.2 million during the
three months ended March 31, 2008. We expect to make cash contributions to our Canadian defined benefit plans of $1.0 million during the remainder of 2008.

14. Segment Reporting:

The Company discloses certain financial and supplementary information about its reportable segments,
revenue by products and revenues by geographic area. Operating segments are defined as components of an enterprise about which separate discrete financial information is evaluated regularly by the chief operating decision maker, in order to decide
how to allocate resources and assess performance. The primary key performance indicators for the chief operating decision maker are Sales and Operating Income. The Company reports its operations in three reporting segmentsUnited States, Mexico
and Canada, each of which sells the entire portfolio of products.



|                                          |  |               |         |        |   |        |  |              |        |  |       |         |   |  |   |        
|----------------------------------------- |  | ------------- | ------- | ------ | - | ------ |  | ------------ | ------ |  | ----- | ------- | - |  | - | -------
|For the three months ended March 31, 2008 |  | United States |         | Mexico |   | Canada |  | Eliminations |        |  | Total
|Sales                                     |  | $             | 92,850  |        | $ | 61,884 |  | $            | 7,804  |  | $     |         |   |  | $ | 162,538
|Intersegment sales                        |  |               | 9,181   |        |   | 5,969  |  |              | 16,330 |  |       | (31,480 | ) |  |   |       
|                                          |  |               |         |        |   |        |  |              |        |  |       |         |   |  |   |        
|Total sales                               |  |               | 102,031 |        |   | 67,853 |  |              | 24,134 |  |       | (31,480 | ) |  |   | 162,538
|                                          |  |               |         |        |   |        |  |              |        |  |       |         |   |  |   |        
|Operating income                          |  | $             | 4,564   |        | $ | 17,510 |  | $            | 1,354  |  |       |        |   |  | $ | 23,428 
|                                          |  |               |         |        |   |        |  |              |        |  |       |         |   |  |   |        
|                                          |  |               |         |        |  
|For the three months ended March 31, 2007 |  | United States |         | Mexico |   | Canada |  | Eliminations |        |  | Total
|Sales                                     |  | $             | 76,127  |        | $ | 53,039 |  | $            | 7,514  |  | $     |         |   |  | $ | 136,680
|Intersegment sales                        |  |               | 6,827   |        |   | 4,679  |  |              | 14,911 |  |       | (26,417 | ) |  |   |       
|                                          |  |               |         |        |   |        |  |              |        |  |       |         |   |  |   |        
|Total sales                               |  |               | 82,954  |        |   | 57,718 |  |              | 22,425 |  |       | (26,417 | ) |  |   | 136,680
|                                          |  |               |         |        |   |        |  |              |        |  |       |         |   |  |   |        
|Operating income                          |  | $             | 652     |        | $ | 7,953  |  | $            | 1,422  |  |       |        |   |  | $ | 10,027 
|                                          |  |               |         |        |   |        |  |              |        |  |       |         |   |  |   |        



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INNOPHOS HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except where noted)



|                        |  |                    |         |               |   |        
|----------------------- |  | ------------------ | ------- | ------------- | - | -------
|                        |  | Three months ended
|Geographic Revenues (1) |  | March 31,2008      |         | March 31,2007
|US                      |  | $                  | 86,010  |               |   | 69,621 
|Mexico                  |  |                    | 38,021  |               |   | 38,717 
|Canada                  |  |                    | 8,167   |               |   | 7,844  
|Other foreign countries |  |                    | 30,340  |               |   | 20,498 
|                        |  |                    |         |               |   |        
|Total                   |  | $                  | 162,538 |               | $ | 136,680
|                        |  |                    |         |               |   |        



|(1) | based on destination of sale.
|--- | -----------------------------



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ITEM 2. MANAGEMENTS DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS

This discussion contains forward-looking statements about our markets, the demand for our products and services and our future results. We based these statements on assumptions that we consider reasonable. Actual results may differ
materially from those suggested by our forward-looking statements for various reasons including those discussed in the Risk Factors as contained in our 2007 Annual Report on Form 10-K and Forward-Looking Statements sections
of that report.

Overview

Innophos
is a leading North American producer of specialty phosphates. Most specialty phosphates are highly customized, application-specific compounds that are engineered to meet customer performance requirements. Specialty phosphates are often critical to
the taste, texture and performance of foods, beverages, pharmaceuticals, oral care products and other applications. For example, specialty phosphates act as flavor enhancers in beverages, electrolytes in sports drinks, texture additives in cheeses,
leavening agents in baked goods, calcium and phosphorus sources for nutritional supplements, pharmaceutical excipients and cleaning agents in toothpaste.

Below is a summary chart of the corporate structure of our direct subsidiaries.

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Recent Trends and Outlook

A tightening of supply became apparent in the U.S. specialty phosphate market during the fourth quarter of 2007. During that quarter, imports from
overseas competitors dropped by roughly 40% from previous levels due to European and Asian suppliers significantly reducing exports to the U.S. market. Management believes the reduction can only be partially explained by anticipation of successful
anti-dumping actions and the resulting SHMP duties levied on Chinese producers. Globally, there are a number of producers experiencing difficulty with supply for various reasons. We believe that the principal cause rests with demand for raw
materials from the fertilizer industry that has continued to grow to levels that we have not seen in the past.

The factors that we believe
are driving this demand, robust grain demand and prices, international demand for higher food crop yields and for biofuels, and continuing strong demand for metals, all remain in place, and they are creating a pricing environment that is truly
dynamic.

Market prices of phosphate rock and sulfur, two primary raw materials used in the production of specialty phosphates, have
increased substantially over the last several quarters. If current raw material market price levels for phosphate rock and sulfur are sustained throughout 2008 into early 2009, we currently estimate that our annual raw material costs will increase
by an amount equivalent to approximately 50% to 60% of 2007 annual sales by the second quarter 2009, as compared to our cost structure at the end of 2007. Approximately half of this cost increase is expected to occur during 2008, the balance is
expected to occur in the first quarter of 2009.

Historically, we have successfully recovered raw material, energy, and other cost
increases through price increases. During the fourth quarter of 2007, we implemented price increases in all our product lines, most of which became effective January 1, 2008. We also implemented price increases in February and April 2008. We
have recently announced additional price increases to be implemented through June 2008. These price increases are expected to be realized by July 2008 and are for the most part expected to allow us to meet or exceed the near term increases in raw
material costs estimated above. During 2008 management expects price increases will be achieved ahead of realized cost increases by a material amount. While we cannot guarantee that these measures will succeed, to date marketplace acceptance rates
for these increases have been high. In light of recent market volatility, it is possible that raw material costs may continue to increase, and that additional price increases or employment of other measures may be necessary to recover those
additional cost increases. Finally, as we raise prices, it is possible that demand for our products may decline to the extent our customers reformulate their products or otherwise reduce purchases.

Historical Performance

Results of Operations

The following table sets forth a summary of the Companys operations and their percentages of total revenue for the periods indicated.



|                                                        |  |                                 |       |   |                                 |       |   |        |   |       |   |  |       |  
|------------------------------------------------------- |  | ------------------------------- | ----- | - | ------------------------------- | ----- | - | ------ | - | ----- | - |  | ----- | -
|                                                        |  | Three months endedMarch 31,2008 |       |   | Three months endedMarch 31,2007 |      
|                                                        |  | Amount                          |       |   | %                               |       |   | Amount |   |       | % | 
|Net sales                                               |  | $                               | 162.5 |   |                                 | 100.0 |   |        | $ | 136.7 |   |  | 100.0 |  
|Cost of goods sold                                      |  |                                 | 121.8 |   |                                 | 75.0  |   |        |   | 115.7 |   |  | 84.6  |  
|                                                        |  |                                 |       |   |                                 |       |   |        |   |       |   |  |       |  
|Gross profit                                            |  |                                 | 40.7  |   |                                 | 25.0  |   |        |   | 21.0  |   |  | 15.4  |  
|Operating expenses: Selling, general and administrative |  |                                 | 16.8  |   |                                 | 10.3  |   |        |   | 10.5  |   |  | 7.7   |  
|Research & Development Expenses                         |  |                                 | 0.5   |   |                                 | 0.3   |   |        |   | 0.5   |   |  | 0.4   |  
|                                                        |  |                                 |       |   |                                 |       |   |        |   |       |   |  |       |  
|Operating income                                        |  |                                 | 23.4  |   |                                 | 14.4  |   |        |   | 10.0  |   |  | 7.3   |  
|Interest expense, net                                   |  |                                 | 8.6   |   |                                 | 5.3   |   |        |   | 9.9   |   |  | 7.2   |  
|Foreign exchange losses/(gains), net                    |  |                                 | 0.3   |   |                                 | 0.2   |   |        |   | (0.1  | ) |  | (0.1  | )
|Other (income) expense                                  |  |                                 | (0.1  | ) |                                 | (0.1  | ) |        |   | 0.1   |   |  | 0.1   |  
|Provision for income taxes                              |  |                                 | 5.3   |   |                                 | 3.3   |   |        |   | 2.2   |   |  | 1.6   |  
|                                                        |  |                                 |       |   |                                 |       |   |        |   |       |   |  |       |  
|Net income (loss)                                       |  | $                               | 9.3   |   |                                 | 5.7   |   |        | $ | (2.1  | ) |  | (1.5  | )
|                                                        |  |                                 |       |   |                                 |       |   |        |   |       |   |  |       |  



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##### Table of Contents

Three months ended March 31, 2008 compared to the three months ended March 31, 2007

Net Sales

Net sales represent the
selling price of the products, net of any customer-related rebates, plus freight and any other items invoiced to customers. Net sales for the three months ended March 31, 2008 were $162.5 million, an increase of $25.8 million, or 18.9%, as
compared to $136.7 million for the same period in 2007. Selling price increases had a positive impact on revenue of 29.8% or $40.8 million that occurred across all product lines. Volume and mix impacts upon revenue had a negative impact of 10.9% or
$15.0 million that occurred primarily in STPP & Other Products due to lower production in the quarter due to rock supply interruptions related to logistics issues in Morocco, and timing of a March GTSP shipment delayed into April because of
a customers ocean shipping logistics issues. At current market prices, the delayed GTSP shipment will result in approximately $3.6 million of gross profit delayed from the first quarter to the second quarter of 2008 which is roughly twice the
impact we saw last year when we had a similar delayed shipment as a result of logistical issues from the third quarter to the fourth quarter of 2007.

The following table illustrates for the three months ended March 31, 2008 the percentage changes in net sales by reportable segment compared with the same period in 2007, including the effect of price and
volume/mix impacts upon revenue:



|              |  |       |   |  |            |    |  |       |  
|------------- |  | ----- | - |  | ---------- | -- |  | ----- | -
|              |  | Price |   |  | Volume/Mix |    |  | Total |  
|United States |  | 14.0  | % |  | 8.0        | %  |  | 22.0  | %
|Canada        |  | 16.8  | % |  | (12.9      | %) |  | 3.9   | %
|Mexico        |  | 54.5  | % |  | (37.8      | %) |  | 16.7  | %

The following table illustrates for the three months ended March 31, 2008 the percentage
changes for net sales by major product lines compared with the same period in 2007, including the effect of price and volume/mix impacts upon revenue:



|                                    |  |       |   |  |            |    |  |       |  
|----------------------------------- |  | ----- | - |  | ---------- | -- |  | ----- | -
|                                    |  | Price |   |  | Volume/Mix |    |  | Total |  
|Purified Phosphoric Acid            |  | 30.6  | % |  | (3.4       | %) |  | 27.2  | %
|Specialty Salts and Specialty Acids |  | 10.3  | % |  | 11.2       | %  |  | 21.5  | %
|STPP & Other Products               |  | 65.0  | % |  | (57.6      | %) |  | 7.4   | %

Gross Profit

Gross profit represents net sales less cost of goods sold. Gross profit for the three months ended March 31, 2008 was $40.7 million, an increase of $19.7 million, or 93.8%, as compared to $21.0 million for the
same period in 2007. Gross profit percentage increased to 25.0% for the three months ended March 31, 2008 versus 15.4% for the same period in 2007. The change in gross profit was due to higher selling prices which had a favorable impact of
$40.8 million, partially offset by unfavorable sales volume and mix impacts upon revenue and higher raw material, freight, and manufacturing expenses which had a combined unfavorable impact of $22.5 million. Gross profit was also favorable by $1.4
million incurred in 2007 for Mexican workforce reorganization costs.

Operating Expenses and Research and Development

Operating expenses consist primarily of selling, general and administrative, and R&D expenses. For the three months ended March 31, 2008, these
costs were $17.3 million, an increase of $6.3 million, or 57.3%, as compared to $11.0 million for the same period in 2007. Operating expenses were negatively affected by $2.1 million of legal and other fees to comply with the DOJ STPP document
request subpoena (which was below last quarter but above expectations due to higher document volumes), $1.3 million for professional fees to support growth and other corporate initiatives such as assessing our IT systems, $1.2 million higher
short-term incentive program accruals, $0.5 million for increased commercial efforts, $0.5 million for outside legal services and $0.7 million of all other costs.

Operating Income

Operating income for the three months ended March 31, 2008 was $23.4 million,
an increase of $13.4 million, or 134.0%, as compared to $10.0 million for the same period in 2007. Operating income as a percentage of net sales increased to 14.4% versus 7.3% for the same period in 2007.



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Interest Expense, net

Net interest expense, including deferred financing amortization expense, for the three months ended March 31, 2008 was $8.6 million, a decrease of
$1.3 million, compared to $9.9 million for the same period in 2007. This decrease is primarily due to the lower balance of our Term Loan from prepayments made in 2007 and lower bond interest expense from the retirement/refinancing of our Floating
Rate Senior Notes.

Foreign Exchange

Foreign exchange loss for the three months ended March 31, 2008 was $0.3 million compared to a gain of $0.1 million for the same period in 2007. The U.S. dollar is the functional currency of our Mexican and
Canadian operations. Consequently, foreign exchange gain or loss is recorded on remeasurement of non-U.S. dollar denominated monetary assets and liabilities. Such gains and losses fluctuate from period to period as the foreign currencies strengthen
or weaken against the U.S. dollar and the amount of non-U.S. dollar denominated assets and liabilities increases or decreases.

Provision for Income Taxes

Provision for income tax expense for the three months ended March 31, 2008 was $5.3 million
compared to $2.2 million for the comparable period of 2007. Income earned by our subsidiary in Mexico is fully taxable, so increases in our Mexican earnings, as we had in the first three months of 2008, would normally be expected to result in
increased income tax expense.

Net Income (Loss)

Net income for the three months ended March 31, 2008 was $9.3 million, an increase of $11.4 million, compared to a net loss of $2.1 million for the same period in 2007, due to the factors described above.



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Segment Reporting

The company reports its operations in three reporting segmentsUnited States, Mexico and Canada, each of which sells the entire portfolio of products. The primary performance indicators for the chief operating
decision maker are sales and operating income, with sales on a ship-from basis. The following table sets forth the historical results of these indicators by segment:



|                                        |  |                                 |         |   |                                 |   |         |                    |  |      |  
|--------------------------------------- |  | ------------------------------- | ------- | - | ------------------------------- | - | ------- | ------------------ |  | ---- | -
|                                        |  | Three months endedMarch 31,2008 |         |   | Three months endedMarch 31,2007 |   |         | Net Sales % Change | 
|Segment Net Sales                       |  |                                 |         |   |                                 |   |         |                    |  |      |  
|United States                           |  | $                               | 92,850  |   |                                 | $ | 76,127  |                    |  | 22.0 | %
|Mexico                                  |  |                                 | 61,884  |   |                                 |   | 53,039  |                    |  | 16.7 | %
|Canada                                  |  |                                 | 7,804   |   |                                 |   | 7,514   |                    |  | 3.9  | %
|                                        |  |                                 |         |   |                                 |   |         |                    |  |      |  
|Total                                   |  | $                               | 162,538 |   |                                 | $ | 136,680 |                    |  | 18.9 | %
|                                        |  |                                 |         |   |                                 |   |         |                    |  |      |  
|Segment Operating Income                |  |                                 |         |   |                                 |   |         |                    |  |      |  
|United States                           |  | $                               | 4,564   |   |                                 | $ | 652     |                    |  |      |  
|Mexico                                  |  |                                 | 17,510  |   |                                 |   | 7,953   |                    |  |      |  
|Canada                                  |  |                                 | 1,354   |   |                                 |   | 1,422   |                    |  |      |  
|                                        |  |                                 |         |   |                                 |   |         |                    |  |      |  
|Total                                   |  | $                               | 23,428  |   |                                 | $ | 10,027  |                    |  |      |  
|                                        |  |                                 |         |   |                                 |   |         |                    |  |      |  
|Segment Operating Income % of net sales |  |                                 |         |   |                                 |   |         |                    |  |      |  
|United States                           |  |                                 | 4.9     | % |                                 |   | 0.9     | %                  |  |      |  
|Mexico                                  |  |                                 | 28.3    | % |                                 |   | 15.0    | %                  |  |      |  
|Canada                                  |  |                                 | 17.4    | % |                                 |   | 18.9    | %                  |  |      |  

Three months ended March 31, 2008 compared to the three months ended March 31, 2007

Segment Net Sales:

In
the United States net sales increased 22.0% for the three months ended March 31, 2008 when compared with the same period in 2007. Selling prices increased sales by 14.0% with the increase across all product lines. Volume and mix impact upon
revenue was an increase of 8.0%, primarily in Specialty Salts and Specialty Acids which showed its strongest quarter since Innophos was formed, due in part to increased market share resulting from commercial efforts and reduced competitive supply
including imports.

In Mexico net sales increased 16.7% for the three months ended March 31, 2008 when compared with the same period
in 2007. Selling prices increased sales 54.5%, mainly in STPP & Other Products but seen across all product lines. Volume and mix impact upon revenue was a decrease of 37.8%, mainly in STPP & Other Products but seen across all
product lines due to low inventory levels after our fourth quarter 2007 sulfuric acid maintenance outage, lower production in the quarter due to rock supply interruptions related to logistics issues in Morocco, and timing of a March GTSP shipment
delayed into April because of a customers ocean shipping logistics issues. At current market prices, the delayed GTSP shipment will result in approximately $3.6 million of gross profit delayed from the first quarter to the second quarter of
2008 which is roughly twice the impact we saw last year when we had a similar delayed shipment as a result of logistical issues from the third quarter to the fourth quarter of 2007.

In Canada net sales increased 3.9% for the three months ended March 31, 2008 when compared with the same period in 2007. Selling price increased
sales 16.8% with increases across all product lines. Volume and mix impact upon revenue was a decrease of 12.9%, primarily in Specialty Salts and Specialty Acids.

Segment Operating Income % of Net Sales:

The 4.0% increase in the United States for the three months ended
March 31, 2008 compared with the same period in 2007 is mainly due to favorable selling prices and a favorable volume and mix impact on revenue. This was partially offset by higher raw material costs and increased operating expenses, mostly
related to legal fees to comply with the DOJ STPP document request subpoena and professional fees to support new corporate initiatives such as assessing our IT systems.

The 13.3% increase in Mexico for the three months ended March 31, 2008 compared with the same period in 2007 is due to favorable selling prices, which were partially offset by decreased volume and mix impacts
upon revenue, and increased raw material costs. The increase is also due to lower costs related to the Mexican workforce reorganization costs incurred in 2007.



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The 1.5% decrease in Canada for the three months ended March 31, 2008 compared with the same period
in 2007 is due to unfavorable volume and mix impact on revenue and higher raw material costs partially offset by increased selling prices.

During the three month period ending March 31, 2008 depreciation and amortization expense was $7.4 million in the United States, $0.5 million in Canada, and $4.6 million in Mexico.

Liquidity and Capital Resources

The following table
sets forth a summary of the Companys cash flows for the periods indicated.



|                     |  |               |      |   |               |   |      |  
|-------------------- |  | ------------- | ---- | - | ------------- | - | ---- | -
|                     |  | March 31,2008 |      |   | March 31,2007 |  
|Operating Activities |  | $             | (9.8 | ) |               | $ | (1.9 | )
|Investing Activities |  |               | (4.1 | ) |               |   | (4.6 | )
|Financing Activities |  |               | 10.0 |   |               |   | (9.5 | )

Three months ended March 31, 2008 compared to three months ended March 31, 2007

Net cash used in operating activities was $9.8 million for the three months ended March 31, 2008 as compared to $1.9 million
for the same period in 2007, a decrease in cash of $7.9 million. The decrease in operating activities cash resulted from an unfavorable changes of $19.9 million in net working capital and $1.0 million in non-current accounts, partially offset by
favorable changes of $11.4 million in net income, as described earlier and $1.6 million in non-cash items affecting net income.

Non-cash
items affecting net income were favorable by $1.6 million primarily due to increased depreciation expense, and decreased benefit from deferred taxes.

The change in net working capital is a use of cash of $32.2 million in 2008 compared to a use in 2007 of $12.3 million, an increase in the use of cash of $19.9 million. The increased use of cash is due to higher
selling prices increasing accounts receivable balances and higher raw material costs increasing inventory values without any compensating increase in accounts payable which actually decreased due to advance payments to suppliers to ensure timely
delivery of raw materials. Working capital is expected to continue to increase as we continue to raise prices and incur higher raw material costs.

Net cash used for investing activities was $4.1million for the three months ended March 31, 2008, compared to $4.6 million for the same period in 2007, a decrease in the use of cash of $0.5 million. This was due to $2.2 million lower
capital spending related to the cogeneration project in Coatzacoalcos, Mexico, partially offset by $1.4 million increased capital spending at our manufacturing facilities, and $0.3 million capitalized interest. As of March 31, 2008, the Company
has expended, in total, approximately $17 million for the cogeneration project which is completed.

Net cash from financing activities for
the three months ended March 31, 2008 was a source of $10.0 million, compared to a use of $9.5 million in for the same period in 2007, an increase in cash of $19.5 million. This is due to borrowing $14.0 million from our revolving credit
facility to fund working capital needs and $7.5 million lower Term Loan principal payments, partially offset by $1.3 million higher dividend payments, and $0.7 million lower proceeds from stock option exercises. We borrowed an additional $5.0
million on April 1, 2008 and $5.0 million on April 24, 2008 to fund additional increases in working capital. We do not anticipate any further borrowings on the revolver in 2008 and expect to repay the entire revolver balance during the
second and third quarters with the first repayment of $5.0 million having been made on May 5, 2008.

The Company is required within
five days from the issuance of the 2008 annual financial statements to make a prepayment of the term loan in an amount equal to 50% of the excess cash flow (as defined in our credit agreement) in addition to the quarterly principal payments. As of
March 31, 2008 management estimates the first quarter 2009 excess cash flow payment and the short-term required quarterly principal payments to be $44.0 million.



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|                                    |  |                           |  |         |  |         |  |         |  |        |  |         |  |           
|----------------------------------- |  | ------------------------- |  | ------- |  | ------- |  | ------- |  | ------ |  | ------- |  | ----------
|                                    |  | Years ending December 31,
|Contractual Obligations             |  | Total                     |  | 2008    |  | 2009    |  | 2010    |  | 2011   |  | 2012    |  | Thereafter
|Senior credit facility (1)          |  | 142,000                   |  | 14,996  |  | 32,540  |  | 94,464  |  | 0      |  | 0       |  | 0         
|2004 Senior Subordinated Notes      |  |                           |  |         |  |         |  |         |  |        |  |         |  |           
|Due 2014 (2)                        |  | 301,714                   |  | 16,863  |  | 16,862  |  | 16,863  |  | 16,862 |  | 16,863  |  | 217,401   
|Future service pension benefits     |  | 8,265                     |  | 475     |  | 562     |  | 623     |  | 682    |  | 774     |  | 5,149     
|Other (3)                           |  | 553,609                   |  | 62,404  |  | 51,299  |  | 51,299  |  | 51,299 |  | 51,299  |  | 286,009   
|Operating leases                    |  | 19,416                    |  | 4,579   |  | 3,698   |  | 3,171   |  | 2,588  |  | 1,856   |  | 3,524     
|Senior Unsecured Notes Due 2012 (4) |  | 94,215                    |  | 6,270   |  | 6,270   |  | 6,270   |  | 6,270  |  | 69,135  |  | 0         
|                                    |  |                           |  |         |  |         |  |         |  |        |  |         |  |           
|Total                               |  | 1,119,219                 |  | 105,587 |  | 111,231 |  | 172,690 |  | 77,701 |  | 139,927 |  | 512,083   
|                                    |  |                           |  |         |  |         |  |         |  |        |  |         |  |           



|(1) | Amounts do not include variable rate interest payments, any voluntary principal prepayments, and excess cash flow requirements as defined by the credit agreement. Estimated annual
interest payments would be approximately $9.8 million assuming a 6.8% interest rate. The Company made a payment of $0.5 million on March 29, 2008. Amounts include $14.0 million borrowed under the $50.0 million revolving portion of the senior
credit facility which has also issued approximately $4.5 million of letters of credit under the sub-facility which reduces the available credit to $31.5 million as of March 31, 2008. Balances exclude the additional borrowings under the
revolving portion of the credit facility made on April 1, 2008 of $5.0 million and April 24, 2008 of $5.0 million and a subsequent repayment of $5.0 million on May 5, 2008.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Amounts include fixed rate interest payments at 8.875% for years 2008 and thereafter.
|--- | -------------------------------------------------------------------------------------

|(3) | Represents minimum annual purchase commitments to buy raw materials and 2008 energy commitments from suppliers.
|--- | ---------------------------------------------------------------------------------------------------------------

|(4) | Represents the $66.0 million Senior Unsecured Notes which were issued on April 16, 2007. Amounts include fixed rate interest payments at 9.5% for years 2008 and thereafter.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain market risks
as part of our ongoing business operations. Primary exposures include changes in interest rates, as borrowings under our senior credit facility will bear interest at floating rates based on LIBOR or the base rate, in each case plus an applicable
borrowing margin. We will manage our interest rate risk by balancing the amount of fixed-rate and floating-rate debt. For fixed-rate debt, interest rate changes do not affect earnings or cash flows. Conversely, for floating-rate debt, interest rate
changes generally impact our earnings and cash flows, assuming other factors are held constant.

At March 31, 2008, we had $256.0
million principal amount of fixed-rate debt and $178.0 million of available floating-rate debt, including $50.0 million under our revolving credit facility. Based on $142.0 million outstanding as floating rate debt as borrowings under our senior
credit facility, an immediate increase of one percentage point would cause an increase to cash interest expense of approximately $1.4 million per year. As all of the business for Innophos Holdings, Inc. is transacted through Innophos, Inc. and its
subsidiaries, Innophos Holdings, Inc. is dependent on the earnings and the distribution of funds from Innophos, Inc. and subsidiaries.

Changes in economic conditions could result in higher interest rates, thereby increasing our interest expense and other operating expenses and reducing our funds available for capital investment, operations or other purposes. In addition, a
substantial portion of our cash flow must be used to service debt, which may affect our ability to make future acquisitions or capital expenditures. We may from time to time use interest rate protection agreements to minimize our exposure to
interest rate fluctuation. However, there can be no assurance that hedges will achieve the desired effect. We may experience economic loss and a negative impact on earnings or net assets as a result of interest rate fluctuations.

We do not currently hedge our commodity or currency rate risks. In April 2006, we entered into two interest rate cap derivative instruments each with a
notional amount of $100 million with rate caps of 7%, one with a referenced index based on a three month LIBOR expiring in April 2009 and one based on a one month LIBOR expiring in April 2008.

We believe that our concentration of credit risk related to trade accounts receivable is limited since these receivables are spread among a number of
customers and are geographically dispersed. No one customer accounted for more than 10% of our sales in the last 3 years.

Foreign Currency Exchange
Rates

The U.S. dollar is the functional currency of the Canadian and Mexican operations. Accordingly, these operations monetary
assets and liabilities are translated at current exchange rates, non-monetary assets and liabilities are translated at historical exchange rates, and revenue and expenses are translated at average exchange rates and at historical exchange rates for
the related revenue and expenses of non-monetary assets and liabilities. All translation gains and losses are included in net income.

Our
principal source of exchange rate exposure in our foreign operations consists of expenses, such as labor expenses, which are denominated in the foreign currency of the country in which we operate. A decline in the value of the U.S. dollar relative
to the local currency would generally cause our operational expenses (particularly labor costs) to increase (conversely, a decline in the value of the foreign currency relative to the U.S. dollar would cause these expenses to decrease). We believe
that normal exchange rate fluctuations consistent with recent historical trends would have a modest impact on our expenses, and would not materially affect our financial condition or results of operations. Nearly all of our sales are denominated in
U.S. dollars and our exchange rate exposure in terms of sales revenues is minimal.

Inflation and changing prices

Our costs and expenses will be subject to inflation and price fluctuations. Significant price fluctuations in raw materials, freight, and energy costs,
could have a material effect on our financial condition and results of operations.

Off-Balance Sheet Arrangements

We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or
special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.



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ITEM 4. CONTROLS AND PROCEDURES

Disclosure Control and Procedures

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) that are designed to
provide reasonable assurance that information required to be reported in the Companys consolidated financial statements and filings is recorded, processed, summarized and reported within the periods specified in the rules and forms of the
Securities and Exchange Commission, or SEC, and that such information is accumulated and communicated to the Companys management, including its principal executive officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives.

As of March 31, 2008, the Company completed an evaluation under the supervision and with the participation of the Companys management,
including the Companys principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures. Based upon that evaluation, the Principal Executive
Officer and Principal Financial Officer concluded that the Companys disclosure controls and procedures are effective.

Changes in
Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during or with
respect to the first quarter of 2008 that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.



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PART II

ITEM 1. LEGAL PROCEEDINGS

Mexican CNA Water Tax Claims

Nature and Extent.On November 1, 2004, our Mexican subsidiary, Innophos Fosfatados, received notice from the Mexican National Waters
Commission, or CNA, of the Fresh Water Claims at our Coatzacoalcos, Veracruz, Mexico plant from 1998-2002. As initially assessed by the CNA, those claims total approximately $32.0 million at current exchange rates as of April 22, 2008,
including basic charges of $11.0 million and $21.0 million for interest, inflation and penalties. Management believes that Innophos Fosfatados has valid bases for challenging the Fresh Water Claims, and that matter is being defended vigorously as
explained herein.

A series of claims by CNA concerning salt water extraction and use for 1998 and 1999 totaling approximately $107 million
(including interest, inflation and penalties), was nullified in a unanimous order of the Mexican Court of Fiscal and Administrative Justice, or Mexican Tax Court, determined to be final and unappealable in July 2007.

Rhodia Indemnity Confirmed.As a result of litigation in New York state courts against Rhodia, S.A. and affiliates, or the New York Litigation,
concerning their indemnification obligation for the CNA claims under the Rhodia Agreement under which we purchased our business from Rhodia, on February 12, 2008 the New York Court of Appeals affirmed lower court rulings that Innophos is fully
indemnified against the Fresh Water Claims, as well as any like claims pertaining to periods prior to the closing date of the Transaction, August 13, 2004 were such liabilities to be sustained.

Further Proceedings.The Fresh Water Claims are currently pending review on appeal by the Mexican Tax Court. A final determination of the CNA
Fresh Water matter may require further appeals to the Mexican Supreme Court and remands to the CNA or to lower courts, a process that might continue for several years. In the event that the appeals were to be decided against us and Rhodia were then
unable to pay on its indemnification obligations, our subsidiary could be required to pay a judgment for the entire amount claimed.

Possible Post-2002 Claims.If the CNA Fresh Water Claims were sustained for the period 1998-2002, it is possible that CNA would seek to claim similar higher duties, fees and other charges for fresh water extraction and usage from
2003 on into the future, or the Post-2002 Fresh Water Claims. Management estimates that such charges would be approximately $10 million of additional basic charges to date, excluding interest, inflation, and penalties, and, under current operating
conditions, approximately $1.6 million of additional basic charges per year. Based on the judgments we have obtained in New York, we believe Rhodia would be responsible to indemnify us fully for those additional Taxes arising on or before the August
2004 closing , representing approximately $4 million of basic charges. Moreover, although not included in our judgments, we also believe Rhodia would be required to fully indemnify us for post-closing losses caused by breaches of covenants set forth
in the Rhodia Agreement, which could represent the remainder of the exposure referenced above, or $6 million or other measure of damages for such breaches. Rhodia contests indemnification responsibility for such breaches. As the issue of indemnity
responsibility for post-closing Fresh Water Claims remains unresolved in the New York Litigation, it is possible that case will proceed to trial to resolve this and other issues. Rhodia has served a motion for partial summary judgment to dismiss the
post-closing claims for indemnification, and the parties are in the process of briefing such motion. The timing of argument or decision by the trial court is not known.

Based upon advice of counsel and our review of the CNA Fresh Water Claims and the Post-2002 Fresh Water Claims, the facts and applicable law, we have determined that liability is reasonably possible, but is neither
probable nor reasonably estimable. Accordingly, we have not established a liability on the balance sheet as of March 31, 2008. As additional information is gained, we will reassess the potential liability and establish the amount of any loss
reserve as appropriate. The ultimate liability amount could be material to our results of operations and financial condition. Furthermore, given Rhodias financial condition, we cannot be sure we will ultimately collect any amounts due from
Rhodia under our Rhodia Agreement indemnification rights, even though they have been confirmed by court judgments.

Mexican Water
Recycling System  PAMCAR Agreement

Innophos Fosfatados is the successor to the PAMCAR Agreement which required specified
improvements at the Coatzacoalcos plant to be completed by December 31, 2004. Under the terms of the PAMCAR Agreement and subject to its compliance, the CNA temporarily exempted Innophos Fosfatados from the payment of certain waste water
discharge duties, taxes and related charges that normally would have been payable. On January 10, 2005, after bringing on line newly installed water recycling equipment, Innophos Fosfatados notified the CNA of its position that it complied with
the applicable requirements of the PAMCAR Agreement as of December 31, 2004.



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Innophos Fosfatados waste water discharges had been the subject of an earlier study by the National
University of Mexico, which concluded in October 2004 that the discharges did not adversely affect the receiving water bodies or the environment. In addition to a previous request by Innophos Fosfatados to update the relevant waste water discharge
permit with new operating information, in October 2004, Innophos Fosfatados filed a petition with the CNA to reflect the results of the university study and to revise upward the discharge limits which its operations (including as improved by the
water recycling installation) could satisfy. In 2005, Innophos Fosfatados received a new Concession Title (containing a waste water discharge permit and limits) granting the requested relief as to all discharge limits.

Although there has been no formal action, CNA regional officials may take the position that compliance with the PAMCAR Agreement was to be determined by
the previous Concession Title which contained a permit with stricter discharge limits. Consequently, while Mexican counsel has advised us that, as a matter of applicable law, compliance should be determined upon the new, revised, discharge limits,
CNA regional officials could find that Innophos Fosfatados was not in compliance for the duration of the PAMCAR Agreement. In that event, the exempted taxes, duties and related charges through December 31, 2004, could be reinstated. We estimate
that the amount of exempted duties and related charges through December 31, 2004 may range up to $11.0 million at current exchange rates as of April 22, 2008 (including inflation and interest). In addition, we have been advised it is
possible under applicable law that a penalty could be imposed of up to an additional $11.6 million at current exchange rates. We believe that the above amounts represent the upper range of possible liability based on a finding of noncompliance
involving pH levels rather than phosphorus, and, accordingly, could be significantly reduced. We do not know whether the CNA will make a finding of noncompliance as to any aspect of the PAMCAR Agreement or what discharge limits would constitute the
basis for a finding of noncompliance as to water quality requirements.

In March 2008, Innophos Fosfatados received an audit notice and a
request for documents from CNA concerning wastewater discharges and payment of duties, fees and other charges related thereto and under the applicable Concession Title from 2002 through 2005. We promptly put Rhodia on notice of indemnification under
the Rhodia Agreement, and provided all requested documents within the time requested by the CNA. Rhodia declined to control the defense of the CNA audit, and declined to accept indemnification, pending further information.

Based upon currently available information and advice of counsel, we would take appropriate steps to challenge any claim stemming from an alleged
violation of the PAMCAR Agreement before the CNA and/or Mexican courts, and if any such claim were presented, evaluate potential indemnification rights against Rhodia. Based upon advice of counsel and our review of the CNA claims, the facts and
applicable law, we have determined that liability is reasonably possible, but is neither probable nor reasonably estimable. Accordingly, we did not establish a liability on the balance sheet as of March 31, 2008.

SCT Concession Title

In late March 2007, Innophos
Fosfatados received a follow up to an earlier request for information from the Mexican Secretariat of Communications and Transportation, or SCT related to our Concession Title to use national port facilities for the Coatzacoalcos plant. Innophos
Fosfatados had been granted a 20 year Concession Title in 1993 covering land, pier and water areas, and the SCT is the agency with authority to oversee compliance with that Concession Title, including the payment of required taxes and fees, and to
take enforcement action, including revocation or refusal to renew a Concession Title. In our review of the matter, we determined that there was a probable liability and complied with the SCT demand that we undertake a regularization
(that is, a settlement) of omitted or insufficient payments of taxes and fees under the Concession Title. By July 2007 we had completed an updated appraisal of the pier-related facilities, made required filings and paid approximately $2.0 million
which was included in cost of goods sold for the second fiscal quarter of 2007. The payments consisted of approximately $1.7 million for the periods November 1996 through August 13, 2004 and approximately $0.3 million for the periods
August 14, 2004 through May 2007. By completing the regularization process, management was informed by the agency that no penalties would be imposed. Although the appraisal we obtained which established values for the taxes and fees due may be
accepted by the SCT for settlement purposes, the SCT is entitled, and we believe likely, to order a new appraisal of the port facilities, which could result in a further adjustment of amounts due on our account, which management believes would not
be material.

We have also been notified by the SCT that our regularization is not considered complete, and that in their view we owe
additional sums due to a difference between the square meter areas for the Companys pier as-built versus the larger square meter area under the Concession Title. Management has revised its estimated liability by approximately $0.7 million.
Accordingly, we have established a liability on the balance sheet as of March 31, 2008 in that amount.

We believe the liability
arising from the SCT regularization, to the extent applicable to periods prior to the August 2004 closing of the acquisition, is fully indemnified by Rhodia under the Rhodia Agreement. We have put Rhodia on notice and made a demand for
indemnification amounting to a total of $1.7 million of pre-acquisition Tax claims. We also believe



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we are indemnified under other provisions of the Rhodia Agreement, subject to satisfaction of any applicable deductibles, for some or all of the remaining
amounts of the regularization payments for periods after the closing and likewise have made a claim for those amounts. Thus far, Rhodia has maintained that the SCT charges are not fully indemnifiable under the Rhodia Agreement. Therefore, although
we intend to pursue indemnification from Rhodia vigorously, it is possible that we will not prevail in any required legal action or that Rhodia will not be able to pay us if we do. The indemnification of the SCT related claims are considered a gain
contingency and, therefore, no receivable has been recorded as of March 31, 2008.

EPA Civil Enforcement  Geismar, Louisiana Plant

Following inspections of our Geismar, LA plant in 2004 and follow-up questions, in August 2006, we received an EPA report identifying
certain areas of concern under its hazardous waste regulations, known as the Resource, Conservation and Recovery Act, or RCRA. We believe that we operate our Geismar facility in material compliance with all applicable environmental laws and
regulations, including RCRA and responded to those concerns and EPAs follow up questions by explaining how in our judgment our operations meet applicable regulations or exemptions.

We understand that the inspections and issues raised by EPA as part of a national enforcement priority as to facilities in the phosphate industry. EPA
has sought civil penalties from phosphate manufacturers for claimed RCRA violations, and, from time to time, has referred these matters to the Department of Justice, or DOJ, for possible litigation.

On March 20, 2008, we received a letter from the DOJ indicating that EPA had referred our case to the DOJ for civil enforcement, contending that our
operations there do not qualify for the exemptions we have claimed, and alleging that we violate RCRA by failing to manage two materials appropriately, and related administrative violations. The letter states that EPA/DOJ intends to seek unspecified
penalties and corrective action, but proposes to discuss the matter with us to explore possible resolution. As we believe the agencies have failed to consider properly the basis of why we maintain our Geismar operations are compliant, we have
initiated such discussions with EPA/DOJ. At this time, we do not know whether such discussions will result in an agreed resolution, a consent decree, or litigation.

Based upon advice of counsel and our review of this matter, the facts and applicable law, we have determined that liability is reasonably possible, but is neither probable nor reasonably estimable. Accordingly, we did
not establish a liability on the balance sheet as of March 31, 2008. In the event of civil liability, we have determined that we would probably not have a claim for indemnity from Rhodia under the Rhodia Agreement.

U.S. Department of Justice STPP Investigation

In
September 2007, we received a letter from the United States Department of Justice, or DOJ, disclosing that it was conducting an investigation of potential antitrust violations in the STPP (sodium tripolyphosphate) industry. The letter
transmitted a grand jury subpoena issued by the United States District Court for the Northern District of California to produce documents and other materials relating to our STPP business focusing on the period from January 1, 2002
through December 31, 2005. We believe that the DOJ investigation is just getting underway and understand that other STPP producers have received similar subpoenas.

We are cooperating fully with the DOJ investigation and complying with the subpoena by producing the documents and materials. Through February 2008, we completed our searches, review and delivery to the DOJ of what we
believe to be substantially all the responsive materials.

Management believes based on all available information responsive to the
subpoena, that there is no contingent liability. Accordingly, we have not established a liability on the balance sheet as of March 31, 2008.

We acquired our STPP business in August 2004 as part of the transactions under the Rhodia Agreement. In the event there were to be a claim resulting in liability, we would evaluate potential indemnification rights against Rhodia under the
Rhodia Agreement, based upon the facts and circumstances giving rise to such claim.

Other Legal Matters

In June 2005, Innophos Canada, Inc. was contacted by representatives of The Mosaic Company (a division of Cargill Corporation), or Mosaic, seeking a
meeting to discuss the status of an ongoing remedial investigation and clean-up Mosaic is conducting at its currently closed fertilizer manufacturing site located north of Innophos Canadas Pt. Maitland, Ontario Canada plant site. The
remediation is being overseen by the Provincial Ministry of Environment, or MOE. Mosaic stated that, in its view, we and Rhodia (our predecessor in interest prior to August 13, 2004) were responsible for some phosphorus compound contamination
at a rail yard between the Innophos Canada, Inc. and Mosaic sites, and will be asked to participate in the clean-up. We have determined that this contingent liability is neither probable nor estimable at this time, but liability is reasonably
possible. We have notified Rhodia of the Mosaic claim under the Rhodia Agreement, and we will seek all appropriate indemnification.



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In March 2008, Sudamfos S.A., an Argentine phosphate producer, or Sudamfos, filed a request for
arbitration before the ICC International Court of Arbitration, Paris, France, or ICC, of a commercial dispute with our Mexican affiliate, Innophos Mexicana, or Mexicana. Sudamfos claims Mexicana, agreed to sell Sudamfos certain quantities of
phosphoric acid for delivery in 2007 and 2008, and seeks an order requiring Mexicana to sell and deliver approximately 12,500 metric tons during 2008 in accordance with the claimed agreement. We believe we have meritorious defenses, including lack
of any binding obligation to sell additional products to Sudamfos. Further, we believe we have not agreed to arbitrate any dispute with Sudamfos, and therefore we may contest ICC jurisdiction. Management has determined that the contingent liability
to Sudamfos is not probable, and is at most reasonably possible. Accordingly, we have not accrued any liability for this matter on our balance sheet as of December 31, 2007. In addition, Mexicana believes Sudamfos has wrongfully refused payment
of approximately $1.2 million, which Sudamfos owes Mexicana for prior transactions. Mexicana intends to vigorously pursue collection of the receivable and defense of the Sudamfos in an appropriate forum. Managements judgment at this time
is that this outstanding receivable is fully collectible.

In addition, we are party to legal proceedings that arise in the ordinary course
of our business. Except as to the matters specifically discussed, we do not believe that these legal proceedings represent probable or reasonably possible liabilities. However, these matters cannot be predicted with certainty and an unfavorable
resolution of one or more of them could have a material adverse effect on our business, results of operations, financial condition, and/or cash flows.



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ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors previously disclosed in
our 2007 Annual Report on Form 10-K other than as mentioned below.

Increased Costs and Pricing May Accelerate Substitution of Competing Products

The prices we are paying for raw materials, particularly phosphate rock and sulfur, necessary to manufacture our products have
risen dramatically since 2007 and are expected to do so for the foreseeable future. We can only recover anticipated cost escalation of this magnitude through pricing actions on our part. Although there can be no assurance we will be successful in
maintaining our margins through future price increases, thus far in 2008, we have been successful in doing so. See Item 2, Managements Discussion and Analysis of Results of Operations and Financial Condition Recent Trends and
Outlook.

However, as the costs and prices of our products correspondingly rise, certain of those products, particularly those
directed at end use markets such as the detergent and oral care markets (where their portion of the end product cost is often larger), face an increasing threat of substitution from cost factors alone. Under circumstances where the costs of known
and acceptable substitute non-phosphate chemistries become economically viable for a significant portion of our end use markets, our customers, may decide to utilize the substitute chemistries to control their costs. If higher costs and prices
result in such substitutions for major products and markets and we are not able to shift our manufacturing capabilities to alternate products we can sell profitably, we could face a loss of volumes, revenues and/or profits from this kind of
cost-driven substitution. Although we cannot estimate the pricing levels at which cost substitution will affect us (since it depends on variables such as the duration of recent price escalation, the availability and costs of our products relative to
the substitutes, and future marketing and pricing decisions made by our customers), we believe based on our understanding of where substitutions becomes feasible at least 40% of our current end use markets could be exposed to some level of potential
cost substitution. We cannot be sure that actions we take to reduce the effects of cost driven substitution will be effective, nor that those effects ultimately will not be material to our results of operations or financial position.

Raw Materials Availability and Pricing

Our
principal raw materials consist of phosphate rock, sulfur and sulfuric acid, merchant green acid, purified phosphoric acid and energy (principally natural gas and electricity). Our raw materials are generally purchased under long-term supply
contracts typically priced according to predetermined formulae dependent on price indices or market prices. The prices we pay under these contracts generally lag the market prices of the underlying raw material. In rapidly increasing price
environments these long-term supply contracts tend to be favorable to the Company. Conversely, in rapidly decreasing price environments these long-term supply contracts could be unfavorable to the Company, possibly by material amounts. We do not
typically engage in futures or other derivatives contracts to hedge against fluctuations in future prices. The Company may enter into sales contracts where the selling prices for our products are fixed for a period of one year, exposing us to
volatility in raw materials prices that we acquire on a spot market basis.

Various market conditions can affect the price and supply of
our raw materials. Because phosphate rock is also used globally for fertilizer production, the cost of that material is mainly driven by demand conditions in the fertilizer market and freight costs, which traditionally have been volatile, and both
of which escalated rapidly during 2007 and into 2008. We obtain phosphate rock from OCP, a state-owned mining company in Morocco, and our supply of that material could be affected by capacity constraints, political unrest or weather conditions in
the areas where our supplier operates. Furthermore, we are currently in negotiations with OCP regarding our phosphate rock pricing and supply for 2008 and beyond, under our supply agreement. Pending such discussions, we have reached agreement upon
an interim price for 2008, but we cannot guarantee that the final price for 2008 would not differ materially from the agreed interim pricing we are currently paying. In the event we cannot reach agreement with OCP, our agreement provides a dispute
resolution process involving binding arbitration.

Natural gas prices have experienced significant volatility in the past several years.
Wide fluctuations in natural gas prices may result from relatively minor changes in the supply and demand, market uncertainty, and other factors, both domestic and foreign, that are beyond our control. In addition, natural gas is often a substitute
for petroleum-based energy supplies and natural gas prices are positively correlated with petroleum prices. Future increases in the price of petroleum (resulting from increased demand, political instability or other factors) may result in
significant additional increases in the price of natural gas. We typically purchase natural gas at spot market prices for use at our facilities which exposes us to that price volatility, except in those instances where, from time to time, we enter
into longer term, fixed-price natural gas contracts.



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Most of our raw materials are supplied to us by either one or a small number of suppliers. Some of those
suppliers rely, in turn, on sole or limited sources of supply for raw materials included in their products. Failure of our suppliers to maintain sufficient capability to meet changes in demand or to overcome unanticipated interruptions in their own
sources of supply from force majeure conditions, such as disaster or political unrest, may prevent them from continuing to supply raw materials as we require them, or at all. Our inability to obtain sufficient quantities of sole or limited
source raw materials or to develop alternative sources on a timely basis if required could result in increased costs in our operations or our inability to properly maintain our existing level of operations. A planned outage at our Coatzacoalcos,
Mexico facility in the fourth quarter of 2007, for example, had to be extended as a result of incidents disrupting our suppliers petroleum distribution network that, in turn, reduced sulfur extraction activities and delivery to local sulfuric
acid producers at a time when we were unable to make up the shortfall from other sources. See Managements Discussion and Analysis of Financial Condition and Results of OperationsYear Ended December 31, 2007 compared to the
Year Ended December 31, 2006 in our Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

(a) Exhibits. The following exhibits are filed or furnished as part
of this report:



|            |  |                                                                                                                         
|----------- |  | ------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                             
|31.1        |  | Certification of Principal Executive Officer dated May 9, 2008 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|            | 
|31.2        |  | Certification of Principal Financial Officer dated May 9, 2008 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|            | 
|32.1*       |  | Certification of Principal Executive Officer dated May 9, 2008 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|            | 
|32.2*       |  | Certification of Principal Financial Officer dated May 9, 2008 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



|* | Not to be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, nor deemed to be incorporated by
reference into any filing under that Act or the Securities Act of 1933.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



INNOPHOS HOLDINGS, INC./s/ Randolph GressBy:

Randolph GressIts:

Chief Executive Officer and Director(Principal Executive Officer)Dated: May 9, 2008INNOPHOS HOLDINGS, INC./s/ Richard HeyseBy:

Richard HeyseIts:

Vice President and Chief Financial Officer(Principal Financial Officer)Dated: May 9, 2008




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EXHIBIT INDEX



|            |  |                                                                                                                         
|----------- |  | ------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                             
|31.1        |  | Certification of Principal Executive Officer dated May 9, 2008 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|            | 
|31.2        |  | Certification of Principal Financial Officer dated May 9, 2008 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|            | 
|32.1        |  | Certification of Principal Executive Officer dated May 9, 2008 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|            | 
|32.2        |  | Certification of Principal Financial Officer dated May 9, 2008 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



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