10-K

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the year ended December 31, 2002
Commission file number 1-9759

IMC GLOBAL INC.
(Exact name of Registrant as specified in its charter)

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

100 South Saunders Road
Lake Forest, Illinois 60045
(847) 739-1200
(Address and telephone number, including area code, of Registrant's principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Common Stock, par value $1 per share
Preferred Share Purchase Rights Name of each exchange on which registered New York and Chicago Stock Exchanges
New York and Chicago Stock Exchanges

Securities registered pursuant to Section 12(g) of the Act: NONE

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 ü   No ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

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

State the aggregate market value of the voting stock held by non-affiliates of the Registrant as of the last business day of the Registrant's most recently completed second fiscal quarter: $1,431,373,213 as of June 28, 2002. Market value is based on the June 28, 2002 closing price of Registrant's common stock as reported on the New York Stock Exchange Composite Transactions for such date.

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the Registrant's classes of common stock: 115,176,647 shares, excluding 15,408,654 treasury shares as of March 4, 2003.

DOCUMENTS INCORPORATED BY REFERENCE

1.   Portions of the Registrant's Annual Report to Shareholders for the year ended December 31, 2002 (Part I - - Items 1 and 3 and Part II - Items 5, 6, 7, 7a and 8).
2.   Portions of the Registrant's definitive proxy statement to be issued in conjunction with the 2003 Annual Meeting of Stockholders (Part III - - Items 10, 11, 12 and 13).

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2002 FORM 10-K CONTENTS

Part I:	Page
Item 1.  Business	1
- Company Profile	1
- Business Unit Information	2
- Factors Affecting Demand	8
- Other Matters	8
- Executive Officers of the Registrant	8
Item 2.  Properties	10
Item 3.  Legal Proceedings	10
Item 4.  Submission of Matters to a Vote of Security Holders	10
Part II:
Item 5.  Market for Registrant's Common Stock and Related Stockholder Matters	10
Item 6.  Selected Financial Data	10
Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations	10
Item 7a. Quantitative and Qualitative Disclosures about Market Risk	11
Item 8.  Financial Statements and Supplementary Data	11
Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	11
Part III:
Item 10. Directors and Executive Officers of the Registrant	11
Item 11. Executive Compensation	11
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	11
Item 13. Certain Relationships and Related Transactions	11
Item 14. Controls and Procedures	12
Part IV:
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K	12
Signatures	S-1
Certifications	S-2
Exhibit Index	E-1

PART I.

Item 1.  Business.¹

COMPANY PROFILE

IMC Global Inc. (Company or IMC), a publicly traded Delaware corporation incorporated in 1987, is one of the world's leading producers and distributors of crop nutrients to the domestic and international agricultural communities as well as one of the foremost manufacturers and distributors of animal feed ingredients to the worldwide industry. The Company mines, processes and distributes potash in the United States and Canada and is the majority joint venture partner in IMC Phosphates Company (IMC Phosphates), a leading producer, marketer and distributor of phosphate crop nutrients and animal feed ingredients. The Company's current operational structure consists of two continuing business units corresponding to its major product lines as follows: IMC PhosFeed (PhosFeed), which represents the phosphates and feed ingredients businesses, and IMC Potash (Potash). As a result of the planned divestiture of the remaining portions of IMC Chemicals, the financial information for this business is reflected as discontinued operations. See Note 4 of Notes to Consolidated Financial Statements incorporated by reference in Part II, Item 8, "Financial Statements and Supplementary Data," of this Annual Report on Form 10-K for information with respect to the status of this divestiture.  

The Company considers itself one of the most efficient North American producers of concentrated phosphates, potash and animal feed ingredients. IMC's business strategy focuses on maintaining and enhancing its leading positions through continuous process improvements, an ongoing focus on customer service, a leveraging of its efficient distribution and transportation networks, as well as growth of its core businesses globally.

The three major nutrients required for plant growth are nitrogen, phosphorus, mined as phosphate rock, and potassium, mined as potash. Nitrogen is an essential element for most organic compounds in plants. Phosphorus plays a key role in the photosynthesis process. Potassium is an important regulator of plants' physiological functions. These elements occur naturally in the soil but need to be replaced as crops remove them from the soil. Currently, no viable substitutes exist to replace the role of phosphate, potash and nitrogen in the development and maintenance of high-yield crops.

The crop nutrients industry is a global market, in which supply and demand are dictated by worldwide factors.  Demand is driven largely by economic and political conditions, demographics and limits on arable land.  Population growth increases demand for grain, as do increases in disposable income and associated improvements in diet.  Improved diets include greater consumption of livestock and poultry, which together account for approximately 70 percent of the annual consumption of grain.  Combined with limits on arable land, an increasing demand for grain drives demand for higher crop yields through greater application of crop nutrients.  Supply of crop nutrients is generally driven by higher global commodity prices, weather conditions and local government policies.

Given the commodity nature of the crop nutrients business, industry players compete largely on the basis of low cost and, to a lesser extent, differentiated customer service.  Low cost is principally a function of the quality of the ore; the state of a company's mining and processing technology; the ability to strategically source raw material inputs and the breadth and cost of transportation infrastructure.

IMC and Phosphate Resource Partners Limited Partnership (PLP) have a 56.5 percent and 43.5 percent, respectively, direct economic interest in IMC Phosphates over the term of the joint venture. IMC owns 51.6 percent of the outstanding PLP limited partnership units. As a result, the Company's total interest in IMC Phosphates is approximately 78.9 percent.

For information on the Company's operating segments and its operations by geographic area, see Note 15 of Notes to Consolidated Financial Statements incorporated by reference in Part II, Item 8, "Financial Statements and Supplementary Data," of this Annual Report on Form 10-K.

For additional information on the Company's business structure, see Notes 1 and 4 of Notes to Consolidated Financial Statements incorporated by reference in Part II, Item 8, "Financial Statements and Supplementary Data," of this Annual Report on Form 10-K.

IMC's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments thereto, filed with the Securities and Exchange Commission (SEC) pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder are made available free of charge, on IMC's website, (www.imcglobal.com), as soon as reasonably practicable after IMC electronically files such material with, or furnishes it to, the SEC.  The information contained on IMC's website is not being incorporated herein.
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¹ All statements, other than statements of historical fact contained within this Form 10-K constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  In particular, forward-looking statements may include words such as "expect," "anticipate," "believe," "may," "should," "could" or "estimate."  These statements involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this Form 10-K.

Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, the following: general business and economic conditions and governmental policies affecting the agricultural industry in localities where the Company or its customers operate; weather conditions; the impact of competitive products; pressure on prices realized by the Company for its products; constraints on supplies of raw materials used in manufacturing certain of the Company's products; capacity constraints limiting the production of certain products; difficulties or delays in the development, production, testing and marketing of products; difficulties or delays in receiving required governmental and regulatory approvals; market acceptance issues, including the failure of products to generate anticipated sales levels; the effects of and change in trade, monetary, environmental and fiscal policies, laws and regulations; foreign exchange rates and fluctuations in those rates; the costs and effects of legal proceedings, including environmental and administrative proceedings involving the Company; success in implementing the Company's various initiatives; the uncertain effects upon the global and domestic economies and financial markets of the terrorist attacks in New York City and Washington, D.C. on September 11, 2001 and their aftermaths; and other risk factors reported from time to time in the Company's Securities and Exchange Commission reports.

BUSINESS UNIT INFORMATION

The following discussion of business unit operations should be read in conjunction with the information contained in Part II, Item 7, "Management Discussion and Analysis of Financial Condition and Results of Operations," of this Annual Report on Form 10-K.

PhosFeed

Net sales for PhosFeed were $1,338.1 million, $1,245.9 million and $1,320.5 million for the years ended December 31, 2002, 2001 and 2000, respectively.  PhosFeed is a leading United States miner of phosphate rock, one of the primary raw materials used in the production of concentrated phosphates, with approximately 18 million tons of annual capacity.  PhosFeed is also a leading United States producer of concentrated phosphates with an annual capacity of approximately four million tons of phosphoric acid (P₂O₅)².  PhosFeed's concentrated phosphate products are marketed worldwide to crop nutrient manufacturers, distributors and retailers.  Additionally, PhosFeed is one of the world’s three largest producers and marketers of phosphate and potash-based animal feed ingredients with a total annual capacity approaching one million tons.
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²P₂O₅ is an industry term indicating a product's phosphate content measured chemically in units of phosphorous pentoxide.

PhosFeed’s facilities, which produce concentrated phosphates and animal feed phosphates, are located in central Florida and Louisiana.  Its annual capacity represents approximately 30 percent of total United States concentrated phosphate production capacity and approximately nine percent of world capacity.  The Florida concentrated phosphate facilities consist of two plants: New Wales and South Pierce.  The New Wales complex is the largest concentrated phosphate plant in the world with an estimated annual capacity of two million tons of phosphoric acid (P₂O₅equivalent).  New Wales primarily produces three forms of concentrated phosphates and four forms of animal feed phosphates.  Diammonium phosphate (DAP), monoammonium phosphate and merchant grade phosphoric acid are the fertilizer derivatives, while Biofos^®, Dynafos^®, Monofos^® and Multifos^® are the animal feed derivatives.  The South Pierce plant produces phosphoric acid and granular triple superphosphate.  Additionally, PhosFeed sources potassium raw materials from the Company’s respective production facilities and markets Dyna-K^®, Dyna-K White^® and Dynamate^® as potassium-based feed ingredients.

The Louisiana concentrated phosphate facilities consist of three plants: Uncle Sam, Faustina and Taft.  The Uncle Sam plant produces phosphoric acid.  The phosphoric acid is then shipped to the Faustina and Taft plants where it is used to produce DAP and granular monoammonium phosphate (GMAP).  The Faustina plant manufactures phosphoric acid, DAP, GMAP and ammonia.  The Taft facility manufactures DAP and GMAP.  Concentrated phosphate operations are managed to balance PhosFeed’s output with customer needs.  In response to then-current reduced market demand, PhosFeed suspended production at its Taft facility in July 1999 and suspended phosphoric acid production at its Faustina facility in November 1999.  From January 2001 until August 2001, PhosFeed temporarily shut down its Uncle Sam phosphoric acid production as well as its Faustina DAP and GMAP production.  The Taft facility and Faustina's phosphoric acid production facilities remain temporarily idled.

Summarized below are descriptions of the principal raw materials used in the production of concentrated phosphates: phosphate rock, sulphur and ammonia.

Phosphate Rock
All of PhosFeed’s phosphate mines and related mining operations are located in central Florida.  PhosFeed extracts phosphate ore through surface mining after removal of a ten to fifty foot layer of sandy overburden and then processes the ore at its beneficiation plants where the ore goes through washing, screening, sizing and flotation processes designed to separate the phosphate rock from sands, clays and other foreign materials.  PhosFeed currently maintains four operational mines.

PhosFeed's rock production volume was approximately 18million tons, 14 million tons and 17 million tons for the years ended December 31, 2002, 2001 and 2000, respectively.  In order to manage its inventories, PhosFeed temporarily idled its mining operations in 2001 during the months of July and December.  Although PhosFeed sells phosphate rock to other crop nutrient and animal feed ingredient manufacturers, it primarily uses phosphate rock internally in the production of concentrated phosphates.  Tons used internally totaled approximately 12million, 11 million and 12 million for the years ended December 31, 2002, 2001 and 2000, respectively, representing 70 percent, 69 percent and 71 percent, respectively, of total rock tons shipped.  Rock shipments to customers totaled approximately five million tons for each of the years ended December 31, 2002, 2001 and 2000, respectively.

PhosFeed estimates its proven reserves to be 455million tons of phosphate rock as of December 31, 2002.  PhosFeed owns approximately 62percent of these reserves and controls the remainder through long-term lease, royalty or purchase option agreements.  Reserve grades range from 58 percent to 78 percent bone phosphate of lime (BPL)³, with an average grade of 65 percent BPL.  The phosphate rock mined by PhosFeed in the last three years averaged 65percent BPL, which management believes is typical for phosphate rock mined in Florida during this period.  PhosFeed estimates its reserves based upon exploration core drilling as well as technical and economic analyses to determine that reserves so classified can be economically mined.
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³BPL is the standard industry term used to grade the quality of phosphate rock.

PhosFeed also owns or controls phosphate rock resources in the southern extension of the central Florida phosphate district (Resources).  Resources are mineralized deposits that may become economically recoverable.  However, additional geostatistical analyses, including further exploration, permitting and mining feasibility studies, are required before such deposits may be classified as reserves.  Based upon its preliminary analyses of these Resources, PhosFeed believes that these mineralized deposits differ in physical and chemical characteristics from those historically mined by PhosFeed but are similar to certain of the reserves being mined in current operations.  These Resources contain estimated recoverable phosphate rock of approximately 123 million tons.  Some of these Resources are located in what may be classified as preservational wetland areas under standards set forth in current county, state and federal environmental protection laws and regulations.  Consequently, PhosFeed’s ability to mine these Resources may be restricted.

Sulphur
Sulphur is used at the New Wales, South Pierce, Uncle Sam and (when producing phosphoric acid) Faustina plants to produce sulphuric acid primarily for use in PhosFeed's production of phosphoric acid.  Until June 2002, a significant portion of PhosFeed’s sulphur requirements were provided by Freeport-McMoRan Sulphur LLC (FMS) under a supply agreement with the Company, while PhosFeed’s remaining sulphur requirements were provided by market contracts.  In June 2002, PhosFeed completed the acquisition of the sulphur transportation and terminaling assets of FMS through Gulf Sulphur Services Ltd., LLLP, a 50-50 joint venture with Savage Industries Inc.  Concurrently with this acquisition, and instead of purchasing a majority of its annual sulphur tonnage through FMS, PhosFeed negotiated new supply agreements to purchase sulphur directly from recovered sulphur producers.  See Note 16 of Notes to Consolidated Financial Statements incorporated by reference in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.  Additionally, the Company, CF Industries, Inc. and Cargill Fertilizer, Inc. have formed a separate joint venture to construct a facility for remelting sulphur for use at their respective Florida phosphate fertilizer operations.  The remelt facility is expected to be operational in 2004, and will provide PhosFeed additional flexibility by allowing it to diversify and procure a portion of its sulphur from the much larger and previously inaccessible offshore solid sulphur market.

Ammonia
PhosFeed’s ammonia needs are supplied by its Faustina ammonia production facility and by world suppliers, primarily under annual and multi‑year contracts.  Production from the Faustina plant, which has an estimated annual capacity of 560,000 tons of anhydrous ammonia, is principally used internally to produce certain concentrated phosphates.

Sales and Marketing
Domestically, PhosFeed sells its concentrated phosphates to crop nutrient manufacturers, distributors and retailers.  PhosFeed also uses concentrated phosphates internally for the production of animal feed ingredients.  Virtually all of PhosFeed’s export sales of phosphate crop nutrients are marketed through the Phosphate Chemicals Export Association (PhosChem), a Webb-Pomerene Act organization, which the Company administers on behalf of itself and two other member companies.  PhosChem believes that its sales represent approximately 45 percent of total United States exports of concentrated phosphates.  The countries that account for the largest amount of PhosChem’s sales of concentrated phosphates include China, Australia, Japan and Brazil.  During 2002, PhosFeed’s concentrated phosphates exports to Asia were 37percent of total shipments by volume, with China representing 49percent of export shipments.  PhosFeed, with a strong brand position in a $1.0 billion feed ingredients global market, also supplies phosphate and potassium-based feed ingredients for poultry and livestock to markets in North America, Latin America and Asia.

The table below shows PhosFeed’s shipments of concentrated phosphates in thousands of dry product tons, primarily DAP:

	2002		2001		2000
	Tons	%	Tons	%	Tons	%
Domestic	2,857	46	2,689	45	2,784	45
Export	3,331	54	3,313	55	3,346	55
Total shipments	6,188	100	6,002	100	6,130	100

As of December 31, 2002, PhosFeed had contractual commitments for 2003 from non‑affiliated customers for the shipment of approximately threemillion tons of concentrated phosphates and approximately fivemillion tons of phosphate rock.  PhosFeed also had contractual commitments from non-affiliated customers for the shipment of phosphate feed and feed grade potassium products amounting to approximately 500,000 tons in 2003.

Competition
PhosFeed operates in a highly competitive global market.  Among the competitors in the global phosphate crop nutrient market are domestic and foreign companies, as well as foreign government-supported producers.  Phosphate crop nutrient producers compete primarily based on price and, to a lesser extent, product quality and innovation.  Major integrated producers of feed phosphates and feed grade potassium are located in the United States, Europe and China.  Many smaller producers are located in emerging markets around the world.  Many of these smaller producers are not manufacturers of phosphoric acid and are required to purchase this raw material on the open market.  Competition in this global market is also driven by price, quality and service.

Potash

Net sales for the Company’s potash business unit were $805.9 million, $811.2 million, and $871.0 million for the years ended December 31, 2002, 2001 and 2000, respectively.

Potash mines, processes and distributes potash in the United States and Canada.  The term "potash" applies generally to the common salts of potassium.  Potash's products are marketed worldwide to crop nutrient manufacturers, distributors and retailers and are also used in the manufacture of mixed crop nutrients and, to a lesser extent, animal feed ingredients (see PhosFeed).  Potash also sells potash to customers for industrial use. Potash operates four potash mines in Canada as well as two potash mines in the United States.  In addition, Potash’s products are used for icemelter and water softener regenerant.  Potash has total capacity in excess of ten million tons of product per year.  In 2002, Potash’s operations accounted for approximately 15 percent of world capacity on a K₂O⁴basis.
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⁴Because the amount of potassium in the common salts of potassium varies, the industry has established a common standard of measurement of defining a product's potassium content, or grade, in terms of equivalent percentages of potassium oxide (K₂O).  A K₂O equivalent of 60 percent, 50 percent and 22 percent is the customary minimum standard for muriate of potash, sulphate of potash and double sulphate of potash magnesia products, respectively.

Canadian Operations
Potash’s four mines in Canada produce muriate of potash exclusively and are located in the province of Saskatchewan, Canada.  Two potash mines are interconnected at Esterhazy, one is located at Belle Plaine and one is located at Colonsay.  Esterhazy and Colonsay utilize shaft mining while Belle Plaine utilizes solution mining technology. Traditional potash shaft mining takes place underground at depths of over 3,000 feet where continuous mining machines cut out the ore face and load it on to conveyor belts.  The ore is then crushed, moved to storage bins and then hoisted to refineries above ground. In contrast, Potash’s solution mining process involves heated water, which is pumped through a "cluster" to dissolve the potash in the ore bed.  A cluster consists of a series of boreholes drilled into the potash ore by a portable, all-weather, electric drilling rig.  A separate distribution center at each cluster controls the brine flow.  The solution containing dissolved potash and salt is pumped to a refinery where sodium chloride, a co-product of this process, is separated from the potash through the use of evaporation and crystallization techniques.  Concurrently, solution is pumped into a 130 acre cooling pond where additional crystallization occurs and the resulting product is recovered via a floating dredge.  Refined potash is dewatered, dried and sized.  The Canadian operations produce 26 different potash products, including industrial grades, many through proprietary processes.

Under a long-term contract with Potash Corporation of Saskatchewan (PCS), Potash mines and refines PCS reserves for a fee plus a pro rata share of production costs.  The specified quantities of potash to be produced for PCS may, at the option of PCS, amount to an annual maximum of approximately one million tons and a minimum of approximately five hundred thousand tons per year.  The current contract extends through June 30, 2006 and is renewable at the option of PCS for four additional five-year periods.

Potash controls the rights to mine 321,933 acres of potash-bearing land in Saskatchewan.  This land, of which 88,416 acres have already been mined or abandoned, contains over 4.1 billion tons of potash mineralization (calculated after estimated extraction losses) at an average grade of approximately 21 percent K₂O.  Potash’s management believes that this ore is sufficient to support current operations for more than a century and will yield more than 1.3 billion tons of finished product with a K₂O content of approximately 61 percent.

Potash’s mineral rights in Saskatchewan consist of 123,646 acres owned in fee, 174,969 acres leased from the province of Saskatchewan and 23,318 acres leased from other parties.  All leases are renewable at the option of Potash for an indefinite number of successive terms of 21 years.  Royalties, established by regulation of the province of Saskatchewan, amounted to approximately $8million in 2002 and 2001, and $9 million in 2000.

The Belle Plaine and Colonsay facilities, including owned and leased mineral rights, respectively, are subject to the mortgage granted under the Company's senior secured credit facility.   For further information, see Capital Resources and Liquidity incorporated by reference in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of this Annual Report on Form 10-K.

Since December 1985, Potash has experienced an inflow of water into one of its two interconnected potash mines at Esterhazy, Saskatchewan.  As a result, Potash has incurred expenditures, certain of which, due to their nature, have been capitalized while others have been charged to expense, to control the inflow.  Since the initial discovery of the inflow, Potash has been able to meet all sales obligations from production at the mines.  Potash has considered alternatives to the operational methods employed at Esterhazy.  However, the procedures utilized to control the water inflow have proven successful to date, and Potash currently intends to continue conventional shaft mining.  Despite the relative success of these measures, there can be no assurance that the amounts required for remedial efforts will not increase in future years or that the water inflow, risk to employees or remediation costs will not increase to a level which would cause Potash to change its mining process or abandon the mines.  The current operating approach and related risks are reviewed on a regular basis by management and the board of directors.

Potash’s underground mine operations are presently insured against business interruption and risk from catastrophic perils, including collapse, floods and other property damage with the exception of flood coverage at Esterhazy.  Due to the ongoing water inflow problem at Esterhazy, underground operations at this facility are currently not insurable for water incursion problems.  Like other potash producers' shaft mines, the Colonsay mine is also subject to the risks of inflow of water as a result of its shaft mining operations.

United States Operations
Potash has two United States potash facilities: the Carlsbad shaft mine located in Carlsbad, New Mexico and the Hersey solution mine located in Hersey, Michigan.

The Carlsbad ore reserves are of two types: (1) sylvinite, a mixture of potassium chloride and sodium chloride, the same as the ore mined in Saskatchewan, and (2) langbeinite, a double sulfate of potassium and magnesium.

Continuous underground mining methods are utilized for the ore to be extracted.  In the mining sections, drum type mining machines are used to cut the sylvinite and langbeinite ores from the face.  Mining heights are as low as four and one-half feet.  Ore from the continuous sections is loaded onto conveyors, transported to storage areas, and then hoisted to the surface for further processing at the refinery.

Three types of potash are produced at Carlsbad’s langbeinite refinery: muriate of potash, which is the primary source of potassium for the crop nutrient industry; double sulfate of potash magnesia, marketed under the brand name K-Mag^â, containing significant amounts of sulphur, potassium and magnesium, with low levels of chloride; and sulfate of potash, supplying a high concentration of potassium with low levels of chloride.

At the Carlsbad facility, Potash mines and refines potash from 56,196 acres of reserves that are controlled by long-term leases.  These reserves contain an estimated total of 151.4 million tons of potash mineralization (calculated after estimated extraction losses) in three mining beds evaluated at thickness ranging from four and one-half feet to in excess of 11 feet.  At average refinery rates, these ore reserves are estimated to be sufficient to yield 8.9 million tons of concentrate from sylvinite with an average grade of approximately 60 percent K₂O and 30.4 million tons of langbeinite concentrate with an average grade of approximately 22 percent K₂O.  At projected rates of production, management estimates that Carlsbad’s reserves of sylvinite and langbeinite are sufficient to support operations for more than 15 years and 23 years, respectively.  

At Hersey, Michigan, Potash operates a solution mining facility which produces salt and potash.  At the Hersey facility, Potash’s mineral rights consist of 724 acres owned in fee and 11,630 acres controlled under long-term leases.  These lands contain an estimated 300 million tons of potash mineralization contained in two beds ranging in thickness from 14 to 30 feet.  Management estimates that these reserves are sufficient to yield 62 million tons of concentrate from sylvinite with an average grade of 60 percent K₂O.  At current rates of production, management estimates that these reserves are sufficient to support operations for more than 300 years.  The Hersey facility, including owned and leased mineral rights, is subject to the mortgage granted under the Company’s senior secured credit facility.  For further information, see Capital Resources and Liquidity incorporated by reference in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operation," of this Annual Report on Form 10-K.

Royalties for the United States operations amounted to $4 million in 2002 and 2001, and $5 million in 2000.

Natural Gas
Natural gas is a significant raw material used in the potash solution mining process. The purchase, transportation and storage of natural gas amounted to approximately 13 percent of Potash's production costs for 2002.  The two solution mines accounted for approximately 74 percent of Potash's total natural gas requirements for potash production.  Potash purchases a portion of its requirements through fixed price physical contracts and uses forward contracts to fix the price of an additional portion of future purchases.   The remainder of its requirements is purchased either on the domestic spot market or under short-term contracts.

Sales and Marketing
Potash's North American potash sales are made through the Company’s sales force.  North American agricultural sales are primarily to independent accounts, co-operatives and large regional fertilizer buyers while non-agricultural sales are primarily to large industrial accounts and the animal feed industry. Additionally, potash is sold as an ingredient in icemelter and as a water softener regenerant.

Potash is sold throughout the world, with Potash’s largest amount of sales outside of North America made to China, Japan, Malaysia, Korea, Australia, New Zealand and Latin America.  Potash’s exports from Canada, except to the United States, are made through Canpotex Limited (Canpotex), an export association of Saskatchewan potash producers.  In general, Canpotex sales are allocated among the producer members based on production capacity.  Potash currently supplies approximately 36.7 percent of Canpotex's requirements.  Potash’s exports from Carlsbad are sold through Potash's sales force.  In 2002, 84 percent of the potash produced by Potash was sold as crop nutrients, while 16 percent was sold for non-agricultural uses.

The table below shows Potash's shipments of potash in thousands of tons:

	2002		2001		2000
	Tons	%	Tons	%	Tons	%
Domestic
Customers	5,227	66	5,050	65	5,318	64
Captive, to other business units	129	2	217	3	203	2
	5,356	68	5,267	68	5,521	66
Export	2,588	32	2,466	32	2,864	34
Total shipments	7,944	100	7,733	100	8,385	100

As of December 31, 2002, Potash had contractual commitments for 2003 from non-affiliated customers for the shipment of potash amounting to approximately 632,000 tons. 

Competition
Potash is a commodity available from many sources and consequently, the market is highly competitive.  In addition to Potash, there are four North American producers: two in the United States and two in Canada.  Through its participation in Canpotex, Potash competes outside of North America with various independent potash producers and consortia as well as other export organizations, including state-owned organizations.  Potash's principal methods of competition, with respect to the sale of potash include: pricing; offering consistent, high-quality products and superior service; as well as developing new industrial and consumer uses for potash.

FACTORS AFFECTING DEMAND

The Company's results of operations historically have reflected the effects of several external factors, which are beyond the Company's control and have in the past produced significant downward and upward swings in operating results. Revenues are highly dependent upon conditions in the North American agriculture industry and can be affected by crop failure, changes in agricultural production practices, government policies and weather. Furthermore, the Company's crop nutrients business is seasonal to the extent North American farmers and agricultural enterprises purchase more crop nutrient products during the spring and fall.

The Company's foreign operations and investments, and any future international expansion by the Company, are subject to numerous risks, including fluctuations in foreign currency exchange rates and controls; expropriation and other economic, political and regulatory policies of local governments; and laws and policies affecting foreign trade and investment. Due to economic and political factors, customer needs can change dramatically from year to year.

OTHER MATTERS

Environmental Matters

For information regarding environmental matters of the Company, see Environmental, Health and Safety Matters  incorporated by reference in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of this Annual Report on Form 10-K.

Employees

The Company had 5,276 employees as of December 31, 2002.  The work force consisted of 1,486 salaried, 3,784 hourly employees and 6 temporary or part-time employees.

Labor Relations

Within North America, the Company has six collective bargaining agreements with the affiliated local chapters of three international unions.  As of December 31, 2002, approximately 91 percent of the hourly work force was covered under collective bargaining agreements.  No agreements were re-negotiated during 2002.  Three agreements will expire in 2003.  The Company has not experienced a significant work stoppage in recent years and considers its labor relations to be good.

EXECUTIVE OFFICERS OF THE REGISTRANT

The ages and five-year employment history of the Company's executive officers as of March 15, 2003 was as follows:

E. Paul Dunn, Jr.
Age 49. Vice President, Finance and Treasurer of the Company since March 2002.  From May 1998 to March 2002, Mr. Dunn served as Vice President and Treasurer of the Company.  Prior to joining the Company, Mr. Dunn served as Vice President, Finance and Information Technology for GATX Terminals Corporation, a provider of storage, handling and transportation of petroleum and chemical commodities, from 1995 to 1998.

John J. Ferguson
Age 50.  President and Chief Operating Officer of the Company since joining the Company in March 2002.  Prior to joining the Company, Mr. Ferguson served as Senior Vice President, Integrated Nylon for Solutia Inc. (a spin-off of the former Monsanto Company), a chemical company headquartered in St. Louis, from 1998 to May 2001 and as Senior Vice President, Supply Chain and Shared Services from 1997 to 1998.  From 1995 to 1997, Mr. Ferguson served as Vice President and General Manager of Saflex Performance Films, a strategic business unit of Monsanto Company.

C. Steven Hoffman
Age 54. Senior Vice President of the Company since 1990 and President, IMC Sales and Marketing since March 2002.  From September 1998 to March 2002, Mr. Hoffman served as President, International of the Company, and from 1995 to August 1998, Mr. Hoffman served as Senior Vice President, International of the Company.

Mary Ann Hynes
Age 55. Senior Vice President and General Counsel of the Company since joining the Company in July 1999. Prior to joining the Company, Ms. Hynes served as Vice President, General Counsel and Secretary of Sundstrand Corporation, a designer and manufacturer of aerospace and industrial technology-based components, from 1998 to July 1999. From 1997 to 1998 Ms. Hynes served as General Counsel and Assistant Secretary of Wolters Kluwer U.S. Corporation, the parent company of numerous technical print and electronic publishers.

Stephen P. Malia
Age 48. Senior Vice President, Human Resources of the Company since joining the Company in January 2000. Prior to joining the Company, Mr. Malia served as Vice President, Human Resources-Exterior Systems Business for Owens Corning, a manufacturer of consumer and industrial building materials and composite systems, from 1997 through 1999.

Douglas A. Pertz
Age 48. Chairman and Chief Executive Officer of the Company since March 2002.  From October 2000 to March 2002, Mr. Pertz served as Chairman, President and Chief Executive Officer of the Company, and from October 1999 to October 2000, Mr. Pertz served as President and Chief Executive Officer of the Company.  Mr. Pertz served as President and Chief Operating Officer of the Company from October 1998 to October 1999.  Prior to joining the Company, Mr. Pertz served from 1995 to 1998 as President and Chief Executive Officer and as a director of Culligan Water Technologies, Inc., a leading manufacturer and distributor of water purification and treatment products.

J. Reid Porter
Age 54.  Executive Vice President and Chief Financial Officer of the Company since joining the Company in October 2001. Prior to joining the Company, Mr. Porter served as Vice President and partner of Hidden Creek Industries and Chief Financial Officer of Heavy Duty Holdings, both of Minneapolis, partnerships in the automotive-related and heavy-duty commercial vehicle industries, respectively, from 1998 until October 2001.  Mr. Porter served from 1996 to 1998 as Vice President and General Manager of a division of closely-held Andersen Windows.

Robert M. Qualls
Age 52.  Vice President and Controller of the Company since March 2002.  From January 2001 to March 2002, Mr. Qualls served as Vice President, Finance of IMC Crop Nutrients.  Mr. Qualls served as Vice President of Finance, Purchasing and Information Services of IMC Phosphates Company from October 1999 to January 2001, and as Vice President of Finance and Administration from February 1997 to October 1999.

All of the Company's executive officers are elected to serve until the next organizational meeting of the Board of Directors of the Company, or until their respective successors are elected and qualified or until their earlier death, resignation or removal.  No "family relationships," as that term is defined in Item 401(d) of Regulation S-K, exist among any of the listed officers.

Item 2.  Properties.

Information regarding the plant and properties of the Company is included in Part I, Item 1, "Business," of this Annual Report on Form 10-K.

Item 3.  Legal Proceedings¹.

For information on legal and environmental proceedings, see Note 14 of Notes to Consolidated Financial Statements incorporated by reference in Part II, Item 8, "Financial Statements and Supplementary Data," of this Annual Report on Form 10-K.

Item 4.  Submission of Matters to a Vote of Security Holders.

There were no matters submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the three months ended December 31, 2002.

PART II.

Item 5.  Market for Registrant's Common Stock and Related Stockholder Matters.

For information related to the years 2002 and 2001, reference is made to the Company's 2002 Annual Report to Stockholders under the heading "Quarterly Results (unaudited)," incorporated herein by reference. 

The following provides information related to equity compensation plans.

	Number of shares to be   issued upon exercise of  outstanding options, warrants or rights	Weighted-average exercise price of outstanding options, warrants or rights	Number of shares remaining  available for future issuance under stock option plans (excluding shares reflected in first column)
Equity compensation plans approved by stockholders	13,790,420	$19.99	4,959,647
Equity compensation plans not approved by stockholders	2,862	$    -	-
Total	13,793,282	n/a	4,959,647

Item 6.  Selected Financial Data.

For information related to the years 1998 through 2002 reference is made to the Company's 2002 Annual Report to Stockholders under the heading "Five Year Comparison," incorporated herein by reference.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations.

Reference is made to "Management's Discussion and Analysis of Financial Condition and Results of Operations," of the Company's 2002 Annual Report to Stockholders incorporated herein by reference.

Item 7a. Quantitative and Qualitative Disclosures about Market Risk.

Reference is made to Market Risk incorporated herein by reference in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of this Annual Report on Form 10-K.

Item 8.   Financial Statements and Supplementary Data.

Reference is made to the Company's Consolidated Financial Statements and Notes thereto of the Company's 2002 Annual Report to Stockholders (Annual Report), together with the report thereon of Ernst & Young LLP, of such Annual Report and the information contained under the heading "Quarterly Results (Unaudited)," of such Annual Report incorporated herein by reference. Condensed consolidating financial information for certain of the Company's subsidiaries, which are guarantors of the Company's Senior notes issued during 2001 and 2002, are included in Note 17 of the Company's 2002 Annual Report to Stockholders.  The complete audited financial statements for Phosphate Resource Partners Limited Partnership and IMC Phosphates Company, two of the guarantor entities which are partially-owned by the Company and which provided limited guarantees of the Senior notes, are contained within their own separate Annual Reports on Form 10-K filings.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

PART III.

Item 10. Directors and Executive Officers of the Registrant.

The information contained under the headings "The Annual Meeting--Election of Directors" and "Beneficial Ownership of Common Stock--Section 16(a) Beneficial Ownership Reporting Compliance," included in the Company's definitive Proxy Statement for the 2003 Annual Meeting of Stockholders and the information contained under the heading "Executive Officers of the Registrant," in Part I, Item 1, “Business,” hereof is incorporated herein by reference.

Item 11. Executive Compensation.

The information under the heading "Policies Relating to the Board of Directors--Compensation of Directors" and "Executive Compensation," included in the Company's definitive Proxy Statement for the 2003 Annual Meeting of Stockholders is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information under the heading "Beneficial Ownership of Common Stock," included in the Company's definitive Proxy Statement for the 2003 Annual Meeting of Stockholders is incorporated herein by reference.  Reference is made to the information in the table set forth in Part II, Item 5, "Market for Registrant's Common Stock and Related Stockholder Matters," of this Annual Report on Form 10-K.

Item 13. Certain Relationships and Related Transactions.

The information under the heading "Executive Compensation," included in the Company's definitive Proxy Statement for the 2003 Annual Meeting of Stockholders is incorporated herein by reference.  Reference is made to the information in the table set forth in Part II, Item 5, “Market for Registrant’s Common Stock and Related Stockholder Matters,” of this Annual Report on Form 10-K.

Item 14. Controls and Procedures.

The Company maintains disclosure controls and procedures and internal controls designed to ensure that information required to be disclosed in the Company's filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.  The Company's principal executive and financial officers have evaluated the Company's disclosure controls and procedures within 90 days of the filing of this Annual Report on Form 10-K and concluded that such disclosure controls and procedures are effective for the purpose for which they were designed.

Subsequent to the date of such evaluation, there were no significant changes in internal controls or other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

PART IV.

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a)	(1)	Consolidated financial statements filed as part of this report are listed under Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.
	(2)	All schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable, and therefore have been omitted.
	(3)	Reference is made to the Exhibit Index beginning on page E-1 hereof.
(b)	Reports on Form 8-K.
	A report under Item 5 dated December 4, 2002.
(c)	Exhibits
	Reference is made to the Exhibit Index beginning on page E-1 hereof.
(d)	Financial statements and schedules and summarized financial information of 50 percent or less owned persons are omitted as none of such persons are individually, or in the aggregate, significant under the tests specified in Regulation S-X under Article 3.09 of general instructions to the financial statements.

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

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

IMC GLOBAL INC.
(Registrant)

Douglas A. Pertz

Douglas A. Pertz
Chairman and Chief Executive Officer

Date: March 19, 2003

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Name	Title	Date
Douglas A. Pertz  Douglas A. Pertz	Chairman and Chief Executive Officer (principal executive officer)	March 19, 2003
J. Reid Porter J. Reid Porter	Executive Vice President and Chief Financial Officer (principal financial officer)	March 19, 2003
Robert M. Qualls Robert M. Qualls	Vice President and Controller (principal accounting officer)	March 19, 2003
*                         Raymond F. Bentele	Director	March 19, 2003
*                         James M. Davidson	Director	March 19, 2003
*                         Harold H. MacKay	Director	March 19, 2003
*                         David B. Mathis	Director	March 19, 2003
*                         Donald F. Mazankowski	Director	March 19, 2003
*                         Richard L. Thomas	Director	March 19, 2003
*                         Pamela B. Strobel	Director	March 19, 2003

 By:     Rose Marie Williams                 Rose Marie Williams
                Attorney-in-fact

 

CERTIFICATION

I, Douglas A. Pertz, Chairman and Chief Executive Officer of IMC Global Inc., certify that:

1. I have reviewed this annual report on Form 10-K of IMC Global Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

    a)  designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

    b)  evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

    c)  presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

    a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

    b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 18, 2003

Douglas A. Pertz                     
Douglas A. Pertz
Chairman and Chief Executive Officer
IMC Global Inc.

 

CERTIFICATION

I, J. Reid Porter, Executive Vice President and Chief Financial Officer, certify that:

1. I have reviewed this annual report on Form 10-K of IMC Global Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

    a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

    b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

    c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

    a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

    b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 18, 2003

J. Reid Porter                                                          
J. Reid Porter
Executive Vice President and Chief Financial Officer
IMC Global Inc. 

Exhibit Index

Exhibit No.	Description	Incorporated Herein by Reference to	Filed with Electronic Submission
3.i.(a)	Restated Certificate of Incorporation, as amended and restated through January 6, 1998	Exhibit 3.(i).(a) to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 1999*
3.i.(b)	Certificate of Designations for the Series D Junior Participating Preferred Stock	Exhibit A to Exhibit 3 to the Current Report on Form 8-K dated May 27, 1999*
3.ii.	Amended and Restated By-Laws	Exhibit 3 to the Current Report on Form 8-K dated May 27, 1999*
3.iii.	Rights Agreement dated May 27, 1999, with The First National Bank of Chicago (including the Shareholder Rights Plan)	Exhibit 4 to the Current Report on Form 8-K dated May 27, 1999*
4.ii.(a)	Indenture, dated as of July 17, 1997, between IMC Global Inc. and The Bank of New York, relating to the issuance of 6.875% Senior Debentures due July 15, 2007; 7.30% Senior Debentures due January 15, 2028; and 6.55% Senior Notes due January 15, 2005	Exhibit 4.1 to the Company's Report on Form 8-K dated July 23, 1997*
4.ii.(b)	Indenture, dated as of August 1, 1999, between IMC Global Inc. and The Bank of New York, relating to the issuance of  7.625% Notes due 2005 and 7.375% Debentures due 2018	Exhibit 4.10 to the Registration Statement No. 333-63503
4.ii.(c)	Indenture dated as of May 17, 2001 between IMC Global Inc., the Guarantors named therein and The Bank of New York relating to the issuance of 10.875% Senior Notes due 2008	Exhibit 4.ii.(b) to the Current Report on Form 8-K of IMC Global Inc. for May 17, 2001*
4.ii.(d)	Indenture dated as of May 17, 2001 between IMC Global Inc., the Guarantors named therein and The Bank of New York relating to the issuance of 11.250% Senior Notes due 2011	Exhibit 4.ii.(c) to the Current Report on Form 8-K of IMC Global Inc. for May 17, 2001*
4.ii.(e)	Supplemental Indenture dated as of May 31, 2001 among FMRP Inc., IMC Global Inc. and The Bank of New York to the Indentures dated as of May 17, 2001 between IMC Global Inc., the Guarantors named therein and The Bank of New York relating to the issuance of 10.875% Senior Notes due 2008 and 11.250% Senior Notes due 2011	Exhibit 4.ii.(a) to Amendment No. 1 to Registration Statement No. 333-71510

4.ii.(f)	Supplemental Indenture dated as of August 2, 2001 between IMC Global Netherlands B.V.,, IMC Global Inc. and The Bank of New York to the Indentures dated as of May 17, 2001 between IMC Global Inc., the Guarantors named therein and The Bank of New York relating to the issuance of 10.875% Senior Notes due 2008 and 11.250% Senior Notes due 2011	Exhibit 4.ii.(b) to Amendment No. 1 to Registration Statement No.  333-71510
4.ii.(g)	Supplemental Indenture dated as of November 6, 2001 between IMC Phosphates MP Inc., IMC Global Inc. and The Bank of New York to the Indentures dated as of May 17, 2001 between IMC Global Inc., the Guarantors named therein and The Bank of New York relating to the issuance of 10.875% Senior Notes due 2008 and 11.250% Senior Notes due 2011	Exhibit 4.ii.(c) to Amendment No. 1 to Registration Statement No.  333-71510
4.ii.(h)	Supplemental Indenture dated as of January 1, 2002 between IMC Potash Colonsay ULC, IMC Global Inc. and The Bank of New York to the Indentures dated as of May 17, 2001 between IMC Global Inc., the Guarantors named therein and The Bank of New York relating to the issuance of 10.875% Senior Notes due 2008 and 11.250% Senior Notes due 2011	Exhibit 4.ii.(h) to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2001*
4.ii.(i)	Supplemental Indenture dated as of November 26, 2001 between IMC USA Inc. LLC, IMC Global Inc. and The Bank of New York to the Indentures dated as of May 17, 2001 between IMC Global Inc., the Guarantors named therein and The Bank of New York relating to the issuance of 10.875% Senior Notes due 2008 and 11.250% Senior Notes due 2011	Exhibit 4.ii.(a) to Amendment No. 1 to Registration Statement No. 333-103362
4.ii.(j)	Supplemental Indenture dated as of November 26, 2001 between Carey Salt Company, GSL Corporation, IMC Inorganic Chemicals Inc., IMC Kalium Ogden Corp., IMC Salt Inc. and NAMSCO Inc., IMC Global Inc. and The Bank of New York to the Indentures dated as of May 17, 2001 between IMC Global Inc., the Guarantors named therein and The Bank of New York relating to the issuance of 10.875% Senior Notes due 2008 and 11.250% Senior Notes due 2011	Exhibit 4.ii.(b) to Amendment No. 1 to Registration Statement No. 333-103362
4.ii.(k)	Supplemental Indenture dated as of July 1, 2002 between IMC Sulphur Holdings LLC, IMC Global Inc. and The Bank of New York to the Indentures dated as of May 17, 2001 between IMC Global Inc., the Guarantors named therein and The Bank of New York relating to the issuance of 10.875% Senior Notes due 2008 and 11.250% Senior Notes due 2011	Exhibit 4.ii.(c) to Amendment No. 1 to Registration Statement No. 333-103362
4.ii.(l)	Supplemental Indenture dated as of July 1, 2002 between IMC Global Dutch Holdings B.V.,, IMC Global Inc. and The Bank of New York to the Indentures dated as of May 17, 2001 between IMC Global Inc., the Guarantors named therein and The Bank of New York relating to the issuance of 10.875% Senior Notes due 2008 and 11.250% Senior Notes due 2011	Exhibit 4.ii.(d) to Amendment No. 1 to Registration Statement No. 333-103362
4.ii.(m)	Amended and Restated credit Agreement dated as of May 17, 2001, as amended and restated as of February 21, 2003, by and among IMC Global Inc., Phosphate Resource Partners Limited Partnership, IMC Phosphates Company, JP Morgan Chase Bank, as administrative agent, and the lenders party thereto	Exhibit 4.2 to the Current Report on Form 8-K of IMC Global Inc. for February 25, 2003*
4.iii.	Registrant hereby agrees to furnish to the Commission, upon request, with all other instruments defining the rights of holders of each issue of long-term debt of the Registrant and its consolidated subsidiaries
10.i.(a)	Mining and Processing Agreement dated January 31, 1978, between Potash Corporation of Saskatchewan Inc. and International Minerals & Chemical (Canada) Global Limited	Exhibit 10.7 to Registration Statement No. 33-17091
10.i.(b)	Memorandum of Agreement as of December 21, 1990, amending Mining and Processing Agreement of January 31, 1978, between Potash Corporation of Saskatchewan Inc. and International Minerals & Chemical (Canada) Global Limited	Exhibit 10.51 to the Annual Report on Form 10-K for the Fiscal Year Ended June 30, 1991*
10.i.(c)	Division of Proceeds Agreement dated December 21, 1990, between Potash Corporation of Saskatchewan Inc. and International Minerals & Chemical (Canada) Global Limited	Exhibit 10.52 to the Annual Report on Form 10-K for the Fiscal Year Ended June 30, 1991*
10.i.(d)	Form of Partnership Agreement, dated as of July 1, 1993, as further amended and restated as of May 26, 1995, between IMC-Agrico GP Company, Agrico Limited Partnership and IMC Phosphates MP Inc. (formerly IMC-Agrico MP, Inc.), including definitions	Exhibit 10.29 to the Company's Annual Report on Form 10-K for the Fiscal Year Ended June 30, 1995*
10.i.(e)	Form of Parent Agreement, dated as of July 1, 1993, as further amended and restated as of May 26, 1995, between IMC Global Operations Inc., Phosphate Resource Partners Limited Partnership (formerly Freeport-McMoRan Resource Partners, Limited Partnership), Freeport-McMoRan Inc. and IMC Phosphates Company (formerly IMC-Agrico Company)	Exhibit 10.30 to the Company's Annual Report on Form 10-K for the Fiscal Year Ended June 30, 1995*
10.i.(f)	Amendment, Waiver and Consent, dated May 26, 1995, among IMC Global Inc.; IMC Global Operations Inc.; IMC-Agrico GP Company; IMC Phosphates MP Inc. (formerly IMC-Agrico MP, Inc.); IMC Phosphates Company (formerly IMC-Agrico Company); Freeport-McMoRan Inc.; Phosphate Resource Partners Limited Partnership (formerly Freeport-McMoRan Resource Partners, Limited Partnership); and Agrico, Limited Partnership	Exhibit 10.31 to the Company's Annual Report on Form 10-K for the Fiscal Year Ended June 30, 1995*
10.i.(g)	Agreement and Plan of Complete Liquidation and Dissolution, dated May 26, 1995, among IMC Global Operations Inc., IMC-Agrico GP Company, and IMC Phosphates MP Inc. (formerly IMC-Agrico MP, Inc.)	Exhibit 10.32 to the Company's Annual Report on Form 10-K for the Fiscal Year Ended June 30, 1995*
10.i.(h)	Agreement Under the Parent Agreement, dated as of January 23, 1996, among IMC Global Inc.; IMC Global Operations Inc.; Phosphate Resource Partners Limited Partnership (formerly Freeport-McMoRan Resource Partners, Limited Partnership); Freeport-McMoRan Inc.; and IMC Phosphates Company (formerly IMC-Agrico Company)	Exhibit 10.63 to the Company's Quarterly Report on Form 10-Q for the Quarterly Period Ended December 31, 1995*
10.i.(i)	Amendment and Agreement Under the Partnership Agreement, dated as of January 23, 1996, by and among IMC-Agrico GP Company; Agrico, Limited Partnership; IMC Phosphates MP Inc. (formerly IMC-Agrico MP, Inc.); IMC Global Operations Inc.; and IMC Phosphates Company (formerly IMC-Agrico Company)	Exhibit 10.64 to the Company's Quarterly Report on Form 10-Q for the Quarterly Period Ended December 31, 1995*
10.i.(j)	Amendment and Agreement dated as of January 1, 1997 to the Amended and Restated Partnership Agreement dated May 26, 1995 by and among IMC Phosphates MP Inc. (formerly IMC-Agrico MP, Inc.); IMC Global Operations, Inc.; and IMC Phosphates Company (formerly IMC-Agrico Company)	Exhibit 10.i.(a) to the Phosphate Resource Partners Limited Partnership Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2000 (SEC File No. 1-9164)
10.i.(k)	Amendment and Agreement dated as of August 1, 1997 to the Amended and Restated Partnership Agreement dated May 26, 1995 by and among IMC Phosphates MP Inc. (formerly IMC-Agrico MP, Inc.); IMC Global Operations, Inc.; and IMC Phosphates Company (formerly IMC-Agrico Company)	Exhibit 10.i.(b) to the Phosphate Resource Partners Limited Partnership Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2000 (SEC File No. 1-9164)
10.i.(l)	Amendment and Agreement dated as of December 22, 1997 to the Amended and Restated Partnership Agreement dated May 26, 1995 by and among IMC Phosphates MP Inc. (formerly IMC-Agrico MP, Inc.); IMC Global Operations, Inc.; and IMC Phosphates Company (formerly IMC-Agrico Company)	Exhibit 10.5 to the Annual Report on Form 10-K of Phosphate Resource Partners Limited Partnership for the Fiscal Year Ended December 31, 1998 (SEC File No. 1-9164)
10.i.(m)	Amendment and Agreement dated as of June 26, 2000 to the Amended and Restated Partnership Agreement dated May 26, 1995 by and among IMC Phosphates MP Inc. (formerly IMC-Agrico MP, Inc.); IMC Global Operations, Inc.; and IMC Phosphates Company (formerly IMC-Agrico Company)	Exhibit 10.i.(c) to the Phosphate Resource Partners Limited Partnership Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2000 (SEC File No. 1-9164)

10.i.(n)	Agreement and Plan of Merger among IMC Global Inc., Salt Holdings Corporation, YBR Holdings LLC and YBR Acquisition Corp. dated as of October 13, 2001	Exhibit 10.i.(n) to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2001*
10.i.(o)	Amendment No. 1 dated as of November 28, 2001 to Agreement and Plan of Merger among IMC Global Inc., Salt Holdings Corporation, YBR Holdings LLC and YBR Acquisition Corp.	Exhibit 10.i.(o) to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2001*
10.iii.(a)**	1988 Stock Option & Award Plan, as amended and restated	Exhibit A to Proxy Statement dated April 5, 2001*
10.iii.(b)**	1994 Stock Option Plan for Non-Employee Directors	Exhibit 4(a) to Registration Statement No. 33-56911
10.iii.(c)**	Amended and Restated Employment Agreement dated as of October 24, 2000 between IMC Global Inc. and Douglas A. Pertz	Exhibit 10.iii.(e) to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2000*
10.iii.(d)**	Addendum dated July 10, 2001 to Amended and Restated Employment Agreement dated as of October 24, 2000 between IMC Global Inc. and Douglas A. Pertz		X
10.iii.(e)**	1998 Stock Option Plan for Non-Employee Directors	Exhibit 10.7 to the Company's Current Report on Form 8-K dated May 14, 1998*
10.iii.(f)**	Form of IMC Global Inc. and IMC Phosphates MP Inc. (formerly IMC-Agrico MP Inc.) 1998 Defined Contribution Supplemental Executive Retirement Plan	Exhibit 10.iii.(m) to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 1999*

10.iii.(g)**	Form of Amended and Restated Executive Severance Agreement dated October 24, 2000 between IMC Global Inc. and C.S. Hoffman, M.A. Hynes, S.P. Malia and R. Porter	Exhibit 10.iii.(i) to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2000*
10.iii.(h)**	Form of IMC Global Inc. and IMC Phosphates MP Inc. (formerly IMC-Agrico MP Inc.) Restoration Plan	Exhibit 10.iii.(t) to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 1999*
10.iii.(i)**	First amendment to the IMC Global Inc. 1998 Restoration Plan	Exhibit 10.iii.(v) to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 1999*
10.iii.(j)**	Form of Key Manager Severance Agreement between IMC Global Inc. and K.E. McCormack and L.L. Shoemake	Exhibit 10.iii.(q) to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2000*
10.iii.(k)**	Sixth Amendment to the 1988 Stock Option and Award Plan, as amended and restated	Exhibit 10.iii.(p) to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2001*
10.iii.(l)**	Master Trust Agreement for IMC Global Inc. Nonqualified Deferred Compensation Plans	Exhibit 10.iii.(q) to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2001*
10.iii.(m)**	IMC Global Inc. Amended and Restated Non-Employee Director Deferred Compensation Plan effective February 1, 2002	Exhibit 10.iii.(r) to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2001*

10.iii.(n)**	IMC Global Inc. Amended and Restated Management Deferred Compensation Plan effective February 1, 2002	Exhibit 10.iii.(s) to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2001*
10.iii.(o)**	First Amendment dated February 20, 2002 to the 1998 Stock Option Plan for Non-Employee Directors	Exhibit 10.iii.(t) to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2001*
10.iii.(p)**	Form of Executive Severance Agreement dated March 4, 2002 between IMC Global Inc. and J.J. Ferguson	Exhibit 10.iii.(u) to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2001*
10.iii.(q)**	Form of Key Manager Severance Agreement between IMC Global Inc. and E. Paul Dunn, Jr.		X
10.iii.(r)**	Form of Key Manager Severance Agreement between IMC Global Inc. and R. M. Qualls		X
10.iii.(s)**	1997 Directors' Pension Plan Termination and Conversion of Accrued Benefits		X
12	Ratio of Earnings to Fixed Charges		X
13	The portions of IMC Global Inc.'s 2002 Annual Report to Stockholders which are specifically incorporated by reference		X
21	Subsidiaries of the Registrant		X
23	Consent of Ernst & Young LLP, Independent Auditors		X
24	Power of Attorney		X
99.1	Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code		X
99.2	Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code		X

* SEC File No. 1-9759.
** Denotes management contract or compensatory plan.

EX-10

Exhibit 10.iii.(q)

KEY MANAGER SEVERANCE AGREEMENT

This Key Manager Severance Agreement (the "Agreement"), is dated as of December 13, 2002, between E. Paul Dunn (the "Employee") and IMC Global Inc., a Delaware corporation (the "Company").

WHEREAS, the Company desires to retain the Employee as the Vice President, Finance & Treasurer of the Company, and the Employee desires to continue in such position; and

WHEREAS, the Company and the Employee desire to provide appropriate assurances for the Employee to continue to perform the Employee's duties and responsibilities thereby promoting the stability of the Company.

NOW, THEREFORE, in consideration of the agreements and covenants contained herein, the sufficiency of which is acknowledged, the Employee and the Company hereby agree as follows:

1.  Definitions.  Each term defined herein shall be given its defined meaning wherever used in this Agreement unless the context requires otherwise.

    (a)    "Base Salary" means the Employee's annualized base salary as adjusted from time to time.

    (b)    "Cause"  means the Employee (i) grossly neglects his duties, (ii) engages in misconduct; (iii) breaches a material provision of this Agreement, including, but not limited to, Section 4; (iv) willfully fails to cooperate fully with the Company in effecting a smooth transition of the Employee's duties and responsibilities to such person(s) as may be designated by the Company.  "Gross neglect" means the willful failure to perform the essential functions of the Employee's job or the willful failure to carry out the Company's reasonable directions with respect to material duties after the Employee is notified in writing by the Company that the Employee is failing to perform these essential functions or failing to carry out the reasonable directions of the Company.  Such notice shall specify the functions or directions that the Employee is failing to perform and what steps need to be taken to cure and shall set forth a reasonable time frame, which shall be at a minimum 45 days, within which to cure.  "Misconduct" means embezzlement or misappropriation of corporate funds, or other acts of fraud, dishonesty, or self-dealing; provided, however, that the Employee shall be given notice and an opportunity within the next 45 days to explain his position and actions to the Company, which shall then make a final decision; any significant violation of any statutory or common law duty of loyalty to the Company; conviction for a felony; or any significant violation of Company policy or any inappropriate workplace conduct that seriously disrupts or interferes with Company operations; provided, however, that if the policy violation or inappropriate conduct can be cured, then the Employee shall be given written notice of the policy violation or inappropriate conduct and a reasonable opportunity to cure, which shall be at a minimum 45 days.

    (c)    "Company" means IMC Global Inc. and its subsidiaries, as they may exist from time to time.

    (d)    "Effective Date" means the date first set forth above.

    (e)    "Good Reason" for termination of employment by the Employee shall mean any of the following reasons explained below in paragraphs 1 and 2.  In each case, to constitute a termination for Good Reason entitling the Employee to Severance Benefits as described in Section 3 of this Agreement, the following must occur:

            (i)    Within 90 days after the Employee has or reasonably should have knowledge that Good Reason exists, the Employee must give the Company written notice specifying the grounds for his belief that Good Reason exists;

            (ii)    The Company shall then have a reasonable opportunity, which shall be at least 45 days, to cure; and

            (iii)    If the Company cures the Good Reason within the cure period, then the Employee shall have no right to terminate employment for Good Reason.  If the Company does not cure the Good Reason within the cure period, then within 14 days of the completion of the cure period, the Employee may give written notice of his intent to terminate his employment for Good Reason.  The effective date of such termination for Good Reason shall be two calendar months after the date of the notice to terminate.  At its sole discretion, the Company shall have the right to accelerate the termination date by paying the Employee his base pay for the balance of the two-month notice period.

            1.    the continued failure by the Company, after notice and a reasonable opportunity to cure, to maintain the Employee's Base Salary at a rate equal to or higher than the rate in effect on the Effective Date; provided, however, that Good Reason shall not exist as the result of any decrease in Base Salary if such decrease is incident to a general reduction applied to employees at a similar level as the Employee on a proportionate and nondiscriminatory basis; or

            2.    a change, without the Employee's consent, in the Employee's primary employment location to a location that is more than 50 miles from the primary location of the Employee's employment as in effect immediately prior to the Effective Date.

    (f)    " Severance Event" shall be deemed to have occurred if, and only if, during the Term of this Agreement, which includes the initial term and any extension or renewals as provided in Section 2, (i) the Employee's employment is terminated by the Company other than for Cause or upon the Employee's death or inability to perform the essential functions of his position with or without reasonable accommodation or (ii) the Employee terminates his employment for Good Reason.  If, however, the Employee's employment is terminated whether by the Employee with or without Good Reason or by the Company with or without Cause in connection with a "change in control" of the Company, as such phrase is defined in Section 5 of this Agreement, such termination shall not constitute a Severance Event; provided, however, the Employee's employment shall not be considered to have terminated in connection with a change in control of the Company as so defined unless such change in control has occurred in such manner and such time as to have made Section 5 of this Agreement effective prior to the Employee's termination.

2.    Term.  The term of this Agreement shall commence on the Effective Date and shall terminate on the second anniversary of the Effective Date; provided, however, that unless the Company gives written notice of its intent to terminate the Agreement at least one calendar month prior to the second anniversary of the Effective Date, this Agreement shall renew automatically for an additional one year term and shall continue to renew automatically for additional one year terms unless written notice of the Company's intent to terminate the Agreement is given to the Executive at least one calendar month prior to the expiration of the then current term.

3.    Severance Benefits.  Upon the occurrence of a Severance Event and the execution of a general release (substantially in the form attached hereto as Exhibit A) of all claims against the Company and other related entities or persons without additional consideration, and upon the expiration of any applicable revocation period, the Employee shall be entitled to receive the following "Severance Benefits":

       (a)    An amount equal to the target award for the Employee under the Company's Management Incentive Compensation Program, or successor annual bonus plan in effect from time to time, for the fiscal year in which the Severance Event Occurs reduced pro rata for that portion of the fiscal year not completed as of the end of the month in which the Severance Event occurs;

        (b)    An amount equal to the Employee's then current Base Salary, payable in accordance with regular payroll procedures of the Company;

        (c)    An amount equal to the target award for the Employee for the year in which the Severance Event occurs under the Company's Management Incentive Compensation Program or successor annual bonus plan in effect;

        (d)    The Company shall continue coverage under its medical and dental plans and the Employee will continue to pay employee contributions for such coverage as if an active employee until the earlier of: (i) the expiration of the one (1) year period following the date of termination and (ii) the date on which the Employee obtains such benefits pursuant to a subsequent employer's benefit plan.  Such continued coverage shall count as continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA");

        (e)    The Company shall continue the Employee's coverage under its life and disability insurance policies until the earlier of (i) the expiration of the one (1) year period following the date of termination and (ii) the date on which the Employee becomes eligible to participate in and receive similar benefits under a plan or arrangement sponsored by another employer or under any Company sponsored retirement plan.  Participation shall be on the same terms and conditions as are applicable to active employees;

        (f)    The Employee's outstanding stock options that are exercisable as of the date of the Employee's termination of employment shall remain exercisable for the one (1) year period following the date of the Employee's termination of employment (but not after the expiration of ten years from the date of grant);

        (g)    The Company shall pay the Employee for any and all unused and accrued vacation as of the date of the Employee's termination of employment; and

        (h)    The Company shall provide the Employee with outplacement services, provided that the Employee avails himself to such services within ninety (90) days following the Employee's termination of employment, for a period of one (1) year or, if earlier, until the date on which the Employee obtains subsequent employment.  Such outplacement services shall be provided through an outplacement firm that is selected by the Company.

Severance Benefits shall be subject to all applicable federal, state and local deductions and withholdings.  Those Severance Benefits described in paragraphs (a) and (g) above shall be paid in a lump sum within 30 days of the Severance Event.  At the option of the Company, the present value of the Severance Benefits described in paragraphs 3 (b) and 3(c) above may be paid in a lump sum at any point during the Severance Benefits period.  The Company's obligation to continue Severance Benefits shall cease immediately if the Company has or would have had grounds to terminate the Employee's employment immediately for Cause.  In the event the Employee dies or becomes disabled before all Severance Benefits are paid to him, the remaining amounts due to him under Sections 3(b) and 3(c) shall be reduced by the proceeds the Employee's estate receives under any life insurance policy with respect to which the premiums are paid by the Company or any benefits the Employee receives under any Company disability policy; but subject to such reductions, those remaining amounts, if any, shall be paid to the Employee or his estate.  If any family member of the Employee is receiving medical and/or dental coverage under Section 3(d) at the time of the Employee's death or disability and such family member constitutes a "qualified beneficiary" under COBRA, such medical and/or dental coverage shall continue in accordance with the requirements of COBRA, provided that such family member pays the full cost of the premium for such coverage.  The Employee understands and acknowledges that the Severance Benefits constitute his sole benefits upon termination.

4.    Exclusivity of Services and Confidential/ Proprietary Information.

    (a)    Employee acknowledges that during his employment with the Company he has developed, acquired, and had access to and will develop, acquire and have access to trade secrets or other proprietary or confidential information belonging to the Company and that such information gives the Company a substantial business advantage over others who do not have such information.  Accordingly, the Employee agrees to the following obligations that he acknowledges to be reasonably designed to protect the Company's legitimate business interests without unnecessarily or unreasonably restricting his post-employment opportunities:

            (i)    during employment with the Company and for a period of one year following the Employee's termination of employment, regardless of the reason for the termination or by whom initiated, he will not engage or assist others in engaging in competition with the Company, directly or indirectly, whether as an employer, proprietor, partner, stockholder (other than the holder of less than 5% of the stock of a corporation the securities of which are traded on a national securities exchange or in the over-the-counter market), director, officer, employee, consultant, agent, or otherwise, in the business of producing and distributing potash, phosphate, animal feed ingredients or salt or any other significant business in which the Company is engaged or is preparing to engage in at the time of termination;

            (ii)    during employment with the Company and for a period of one year following the Employee's termination of employment, regardless of the reason for the termination or by whom initiated, he will not solicit, in competition with the Company, directly or indirectly, any person who is a client, customer or prospect (as such terms are defined below) (including, without limitation, purchasers of the Company's products) for the purpose of performing services and/or providing goods and services of the kind performed and/or provided by the Company in the business of producing and distributing potash, phosphate, animal feed ingredients or salt or any other significant business in which the Company is engaged or is preparing to engage in at the time of termination;

            (ii)    during employment with the Company and for a period of one year following the Employee's termination of employment, regardless of the reason for the termination or by whom initiated, he will not induce or persuade or attempt to induce or persuade any employee or agent of the Company to terminate his or her employment, agency, or other relationship with the Company in order to enter into any employment agency or other relationship in competition with the Company;

            (iv)    the covenants contained in this Section 4(a) shall apply within any jurisdiction of North America, it being understood that the geographic scope of the business and strategic plans of the Company extend throughout North America and are not limited to any particular region thereof and that such business may be engaged in effectively from any location in such area; and

            (v)    as used herein, the terms "client," "customer" and "prospect" shall be defined as any client, customer or prospect of any business in which the Company is or has been substantially engaged within the one year period prior to the Employee's termination of employment (a) to which or to whom the Employee submitted or assisted in the submission of a presentation or proposal of any kind on behalf of the Company; (b) with which or with whom the Employee had substantial contact relating to the business of the Company; or (c) about which or about whom the Employee acquired substantial confidential or other information as a result of or in connection with the Employee's employment, at any time during the one year period preceding the Employee's termination of employment for any reason.

    Notwithstanding the foregoing, if the Company consents in writing, it shall not be a violation of this Section 4(a) for the Employee to engage in conduct otherwise prohibited by this Section.

    (b)    The Employee agrees that he will not at any time during employment or thereafter for the longest time permitted by applicable law, use, disclose, or take any action which may result in the use or disclosure of any trade secrets or other proprietary or confidential information of the Company, except to the extent that the Company may specifically authorize in writing. This obligation shall not apply when and to the extent that any trade secret, proprietary or confidential information of the Company becomes publicly available other than due to the Employee's act or omission.  In connection with this Section 4, the Employee has executed and shall abide by the terms of the separate agreement attached hereto as Exhibit B.

    (c)    The Employee agrees that upon termination of his employment he will immediately surrender and return to the Company all records and other documents obtained by him, entrusted to him, or otherwise in his possession or control during the course of his employment by the Company, together with all copies thereof; provided, however, that  subject to Company review and authorization, the Employee may retain copies of such documents as necessary for the Employee's personal records for federal income tax purposes.

    (d)    The Employee acknowledges that the provisions contained in this Section 4 are reasonable and necessary because of the substantial harm that would be caused to the Company by the Employee engaging in any of the activities prohibited or restricted herein.  Nevertheless, it is the intent and understanding of each party hereto that if, in any action before any court, agency or other tribunal legally empowered to enforce the covenants contained in this Section 4, any term, restriction, covenant or promise contained therein is found to be unenforceable due to unreasonableness or due to any other reason, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency.

    (e)    The Employee acknowledges that his breach of this Section 4 will result in immediate and irreparable harm to the Company's business interests, for which damages cannot be calculated easily and for which damages are an inadequate full remedy.  Accordingly, and without limiting the right of the Company to pursue all other legal or equitable remedies available for the violation by the Employee of the covenants contained in this Section 4, it is expressly agreed that remedies other than injunctive relief cannot fully compensate the Company for the irreparable injury that the Company could suffer due to any such violation, threatened violation or continuing violation and that the Company shall be entitled to injunctive relief, without the necessity of proving actual monetary loss, to prevent any such violation, threatened violation or continuing violation thereof.

5.    Change in Control.

    (a)    Effective Date.  For purposes of this Section 5, the term "Effective Date" shall mean the date on which a Change in Control of the Company (as defined in Section 5(i)) occurs.  If there is a Change in Control, this Section shall become effective, and this Section shall govern the terms and conditions of the Executive's employment and termination thereof on or after the date that is ninety (90) days before the Effective Date, and the provisions of Sections 1, 2, 3, and 4 of this Agreement, shall no longer be effective.

    (b)    Right to Change in Control Severance Payments and Benefits.  The Executive shall be entitled to receive from the Company Change in Control Severance Payments and Benefits as described in Section 5(g) herein, if during the term of this Agreement there has been a Change in Control of the Company and there is a Termination (as defined in Section 5(f)) prior to the expiration of the Employment Term (as defined in Section 5(c)). 

    (c)    Employment Term.  For purposes of this Section 5, the term "Employment Term" shall mean the period commencing on the Effective Date of this Section 5 and ending on the earlier to occur of (1) the last day of the month in which occurs the third anniversary of the Effective Date of this Section 5 or (2) the last day of the month in which the Executive attains mandatory retirement age pursuant to the terms of a mandatory retirement plan of the Company as such were in effect and applicable to the Executive immediately prior to the Effective Date of this Section 5.

    (d)    Employment.  The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company, until the expiration of the Employment Term.  During the Employment Term, the Executive shall exercise such position and authority and perform such responsibilities as are commensurate with the position and authority being exercised and duties being performed by the Executive immediately prior to the Effective Date of this Section 5, which services shall be performed at the location where the Executive was employed immediately prior to the Effective Date of this Section 5 or at such other location as the Company may reasonably require; provided, that the Executive shall not be required to accept another location that he deems unreasonable in the light of his personal circumstances.

    (e)    Compensation and Benefits.  During the Employment Term, the Executive shall receive the following compensation and benefits:

            1.    He shall receive an annual base salary which is not less than his Base Salary immediately prior to the Effective Date of this Section 5, with the opportunity for increases, from time to time thereafter, which are in accordance with the Company's regular executive compensation practices.

            2.    He shall be eligible to participate on a reasonable basis, and to continue his existing participation, in annual incentive, stock option, restricted stock, long-term incentive performance and any other compensation plan which provides opportunities to receive compensation in addition to his Base Salary which is the greater of (i) the opportunities provided by the Company for executives with comparable duties or (ii) the opportunities under any such plans in which he was participating immediately prior to the Effective Date of this Section 5.

            3.    He shall be entitled to receive and participate in salaried employee benefits (including, but not limited to, medical, life and accident insurance, stock ownership and disability benefits) and perquisites which are the greater of (i) the employee benefits and perquisites provided by the Company to executives with comparable duties or (ii) the employee benefits and perquisites to which he was entitled or in which he participated immediately prior to the Effective Date of this Section 5.

            4.    He shall be entitled to continue to accrue service for retirement benefits and to be entitled to receive retirement benefits under and pursuant to the terms of the Company's qualified retirement plan for salaried employees, the Company's supplemental executive retirement plan, and any successor or other retirement plan or agreement in effect on the Effective Date of this Section 5 in respect of his retirement, whether or not a qualified plan or agreement, so that his aggregate retirement benefit from all such plans and agreements (regardless when he begins to receive such benefit) will be not less than it would be had all such plans and agreements in effect immediately prior to the Effective Date of this Section 5 continued to be in effect without change until and after he begins to receive such benefit.

    (f)    Termination.  The term "Termination" shall mean termination, on or after the date which is ninety (90) days before the Effective Date and prior to the expiration of the Employment Term, of the employment of the Executive with the Company for any reason other than death, disability (as described below), cause (as described below), or voluntary resignation (as described below). 

            1.    The term "disability" means physical or mental incapacity qualifying the Executive for long-term disability under the Company's long-term disability plan.

            2.    The term "cause" means (i) the willful and continued failure of the Executive substantially to perform his duties with the Company (other than any failure due to physical or mental incapacity) after a demand for substantial performance is delivered to him by the Board of Directors which specifically identifies the manner in which the Board believes he has not substantially performed his duties or (ii) willful misconduct materially and demonstrably injurious to the Company.  No act or failure to act by the Executive shall be considered "willful" unless done or omitted to be done by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company.  The unwillingness of the Executive to accept any or all of a change in the nature or scope of his position, authorities or duties, a reduction in his total compensation or benefits, a relocation that he deems unreasonable in light of his personal circumstances, or other action by or request of the Company in respect of his position, authority or responsibility that he reasonably deems to be contrary to this Agreement, may not be considered by the Board of Directors to be a failure to perform or misconduct by the Executive.  Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for cause for purposes of this Section 5 unless and until there shall have been delivered to him a copy of a resolution, duly adopted by a vote of three-quarters of the entire Board of Directors of the Company at a meeting of the Board called and held (after reasonable notice to the Executive and an opportunity for the Executive and his counsel to be heard before the Board) for the purpose of considering whether the Executive has been guilty of such a willful failure to perform or such willful misconduct as justifies termination for cause hereunder, finding that in the good faith opinion of the Board the Executive has been guilty thereof and specifying the particulars thereof.

            3.    The resignation of the Executive shall be deemed "voluntary" if it is for any reason other than one or more of the following:

                    (a)    The Executive's resignation or retirement (other than mandatory retirement, as aforesaid) is requested by the Company other than for cause;

                    (b)    Any significant change in the nature or scope of the Executive's position, authorities or duties from those described in Section 5(d) of this Agreement;

                    (c)    Any reduction in his total compensation or benefits from that provided in Section 5(e);

                    (d)    The breach by the Company of any other provision of this Section 5; or

                    (e)    The reasonable determination by the Executive that, as a result of a Change in Control of the Company and a change in circumstances in his position, he is unable to exercise the authorities and responsibility attached to his position and contemplated by Section 5(d) of this Agreement.

            4.    Termination that entitles the Executive to the payments and benefits provided in Section 5(g) shall not be deemed or treated by the Company as the termination of the Executive's employment or the forfeiture of his participation, award or eligibility for the purpose of any plan, practice or agreement of the Company referred to in Section 5(e).

    (g)    Change in Control Severance Payments and Benefits.  In the event of and within 30 days following Termination, the Executive shall receive from the Company the following payments and benefits (collectively, "Change in Control Severance Payments and Benefits"):

            1.    His Base Salary and all other benefits due him as if he had remained an employee pursuant to this Section 5 through the remainder of the month in which Termination occurs, less applicable withholding taxes and other authorized payroll deductions;

            2.    An amount equal to the target award for the Executive under the Company's annual bonus plan for the fiscal year in which Termination occurs, reduced pro rata for that portion of the fiscal year not completed as of the end of the month in which Termination occurs; provided, however, that if the Executive has deferred his award for such year under the plan, the payment due the Executive under this Paragraph 2 shall be paid in accordance with the terms of the deferral;

            3.    A lump sum severance allowance in an amount which is equal to the sum of the amounts determined in accordance with the following subparagraphs (a) and (b):

                (a)    an amount equal to three times the Executive's Base Salary at the rate in effect immediately prior to Termination; and

                (b)    an amount equal to three times the target award for the Executive for the year in which Termination occurs under the Company's Management Incentive Compensation Program or successor annual bonus plan in effect;

            4.    The Company shall continue coverage under its medical and dental plans and the Executive will continue to pay employee contributions for such coverage as if an active employee until the earlier of: (i) the expiration of the three (3) year period following Termination and (ii) the date on which the Executive obtains such benefits pursuant to a subsequent employer's benefit plan.  Such continued coverage shall count as continuation coverage under COBRA.  In addition, the Company shall continue the Executive's coverage under its life and disability insurance policies until the earlier of: (i) the expiration of the three (3) year period following Termination and (ii) the date on which the Executive becomes eligible to participate in and receive similar benefits under a plan or arrangement sponsored by another employer or under any Company sponsored retirement plan; participation shall be on the same terms as conditions as are applicable to active employees; 

            5.    The Executive's account balance under the Company's 1998 Supplemental Executive Retirement Plan or successor supplemental retirement plan in effect shall become fully vested as of the Executive's Termination.  In addition, if, as of the Executive's Termination, the Executive is not fully vested in the Executive's account balance under the Company's Profit Sharing and Savings Plan or successor retirement plan in effect, the Company shall pay the Executive a lump sum cash amount equal to the value of the unvested portion of such account balance; 

            6.    The Company shall pay the Executive a lump sum cash amount equal to the sum of the following: 

                    (i)    An amount equal to the contribution that would have been made on behalf of the Executive to the Company's 1998 Supplemental Executive Retirement Plan or successor supplemental retirement plan in effect for the year in which Termination occurs, reduced pro rata for that portion of such year not completed by the Executive as of the end of the month in which Termination occurs;

                    (ii)    An amount equal to the profit sharing and matching contributions that would have been made on behalf of the Executive to the Company's Profit Sharing and Savings Plan for the year in which Termination occurs, reduced pro rata for that portion of such year not completed by the Executive as of the end of the month in which Termination occurs; and

                    (iii)    An amount equal to the profit sharing and matching contributions that would have been made on behalf of the Executive to the Company's 1998 Restoration Plan for the year in which Termination occurs, reduced pro rata for that portion of such year not completed by the Executive as of the end of the month in which Termination occurs;

            7.    The Company shall pay the Executive for any and all unused and accrued vacation as of Termination;

            8.    The Company shall provide the Executive with outplacement services, provided that the Executive avails himself to such services within 90 days following Termination, for a period of one (1) year or, if earlier, until the date on which the Executive obtains subsequent employment.  Such outplacement services shall be provided through an outplacement firm that is mutually agreed upon by the parties;

            9.    Upon a Change in Control, any and all restrictions on any and all outstanding awards (including restricted stock awards) under the IMC Global Inc. 1988 Stock Option and Award Plan, as amended, or any successor plan shall lapse and all stock options, stock appreciation rights and other awards thereunder shall become fully (100%) vested immediately and the Executive or his permitted designee thereunder may exercise any and all outstanding options within the three (3) year period immediately following the Executive's Termination (but not after the expiration of ten (10) years from the date of grant); and

            10.    For the three (3) year period following Termination, the Company shall provide the Executive with such fringe benefits and perquisites made available to senior executives of the Company per Company policies as in effect immediately prior to the Executive's Termination, including but not limited to reimbursement for: (i) expenses for reasonable financial, tax and estate planning advice, (ii) the cost of the Executive's annual medical examination and (iii) relocation expenses.

    (h)    Non-Competition and Confidentiality.  The Executive agrees that:

            1.    for the three (3) year period following Termination, the Executive will not engage or assist others in engaging in competition with the Company and its subsidiaries, directly or indirectly, whether as an employer, proprietor, partner, stockholder (other than the holder of less than 5% of the stock of a corporation the securities of which are traded on a national securities exchange or in the over-the-counter market), director, officer, employee, consultant, agent, or otherwise, in the business of producing and distributing potash, phosphate, animal feed ingredients or salt or any other significant business in which the Company is engaged or is preparing to engage in as of the Effective Date of this Section 5;

            2.    there shall be no obligation on the part of the Company to provide any further Change in Control Severance Payments and Benefits (other than payments or benefits already earned or accrued) described in Section 5(g) if, when and so long as: (i) the Executive breaches Section 5(h)(1) hereof  and (ii) such breach is likely to cause serious damage to the Company or any of its subsidiaries;

            3.    during and after the Employment Term, he will not divulge or appropriate to his own use or the use of others any secret or confidential information pertaining to the businesses of the Company or any of its subsidiaries obtained during his employment by the Company, it being understood that this obligation shall not apply when and to the extent any of such information becomes publicly known or available other than because of his act or omission; and

            4.    notwithstanding the foregoing, if the Company consents in writing, it shall not be a breach of this Section 5(h) for the Executive to engage in conduct otherwise prohibited by this Section.

    (i)    Definition of "Change in Control".  "Change in Control" of the Company means, and shall be deemed to have occurred upon, the first to occur of any of the following events:

            1.    the acquisition by any individual, entity or group (a "Person"), including any "person" within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act, of 20% or more of either (i) the then outstanding shares of common stock of the Company (the "Outstanding Common Stock") or (ii) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the "Outstanding Voting Securities"); excluding, however, the following: (A) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of an exercise, conversion or exchange privilege unless the security being so exercised, converted or exchanged was acquired directly from the Company), (B) any acquisition by the Company, (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (3) of this Section 5(i);

            2.    Individuals who, as of the Effective Date of this Section 5, constitute the Board of Directors (the "Incumbent Board") cease for any reason to constitute at least a majority of such Board; provided, that any individual who becomes a director of the Company subsequent to the Effective Date of this Section 5, whose election, or nomination for election by the Company's stockholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, that any individual who was initially elected as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall not be deemed a member of the Incumbent Board;

            3.    approval by the stockholders of the Company of a reorganization, merger or consolidation of the Company or sale or other disposition of all or substantially all of the assets of the Company (a "Corporate Transaction"); excluding, however, a Corporate Transaction pursuant to which (i) all or substantially all of the individuals or entities who are the beneficial owners, respectively, of the Outstanding Common Stock and the Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common stock, and the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or indirectly) in substantially the same proportions relative to each other as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Common Stock and the Outstanding Voting Securities, as the case may be, (ii) no Person (other than:  the Company; any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; the corporation resulting from such Corporate Transaction; and any Person which beneficially owned, immediately prior to such Corporate Transaction, directly or indirectly, 25% or more of the Outstanding Common Stock or the Outstanding Voting Securities, as the case may be) will beneficially own, directly or indirectly, 25% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors and (iii) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or

            4.    the consummation of a plan of complete liquidation or dissolution of the Company.

    (j)    Excise Tax Payments.  (i)  Notwithstanding anything contained in this Agreement to the contrary, in the event that any payment (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated or proposed thereunder (the "Code")), or distribution to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company (a "Payment" or "Payments"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

    (k)    (ii)  An initial determination shall be made as to whether a Gross-Up Payment is required pursuant to this Section 5(j) and the amount of such Gross-Up Payment shall be made by the Company's public accounting firm (the "Accounting Firm").  In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees, costs and expenses (including, but not limited to, the cost of retaining experts) of the Accounting Firm shall be borne by the Company and the Company shall pay such fees, costs and expenses as they become due. The Accounting Firm shall provide detailed supporting calculations, acceptable  both to the Company and the Executive within fifteen (15) business days of the Termination Date, if applicable, or such other time as requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax). The Gross-Up Payment, if any, as determined pursuant to this Section 5(j)(ii) shall be paid by the Company to the Executive within five (5) business days of the Company's receipt of the Accounting Firm's determination. The Accounting Firm shall furnish the Executive with an unqualified opinion that no Excise Tax will be imposed with respect to any such Payment or Payments, or that the amount of the Excise Tax due is correct. Any such initial determination by the Accounting Firm of the Gross-Up Payment shall be binding upon the Company and the Executive subject to the application of Section 5(j)(iii).

    (l)    (iii) As a result of the uncertainty in the application of Section 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an "Overpayment") or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an "Underpayment"). An Underpayment shall be deemed to have occurred upon notice (formal or informal) to the Executive from any governmental taxing authority that the tax liability of the Executive (whether in respect of the then current taxable year of the Executive or in respect of any prior taxable year of the Executive) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment. An Overpayment shall be deemed to have occurred upon a "Final Determination" (as hereinafter defined) that the Excise Tax shall not be imposed upon all or any portion of any Payment or Payments with respect to which the Executive had previously received a Gross-Up Payment. A Final Determination shall be deemed to have occurred when the Executive has received from the applicable governmental taxing authority a refund of taxes or other reduction in his tax liability and upon either (i) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (ii) the statute of limitations with respect to the Executive's applicable tax return has expired. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall pay to the Executive at least five (5) business days prior to the date on which the applicable governmental taxing authority has requested payment, an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties imposed on the Underpayment.  If an Overpayment occurs, the Executive shall promptly pay to the Company the amount of such Overpayment (together with any interest paid or credited thereon after taxes applicable thereto).

    (m)    (iv) Notwithstanding anything contained in this Agreement to the contrary, in the event it is determined that an Excise Tax will be imposed on any Payment or Payments, the Company shall pay to the applicable governmental taxing authorities as Excise Tax withholding, the amount of the Excise Tax that the Company has actually withheld from the Payment or Payments.

    (n)    Enforcement Costs.  The Company is aware that upon the occurrence of a Change in Control, the Board of Directors or a stockholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Section 5, or may cause or attempt to cause the Company to institute, or may institute, litigation seeking to have this Section 5 declared unenforceable, or may take, or attempt to take, other action to deny the Executive the benefits intended under this Section 5.  In these circumstances, the purpose of this Section 5 could be frustrated. It is the intent of the parties that the Executive not be required to incur the legal fees and expenses associated with the protection or enforcement of his rights under this Section 5 by litigation or other legal action because such costs would substantially detract from the benefits intended to be extended to the Executive hereunder, nor be bound to negotiate any settlement of his rights hereunder under threat of incurring such costs.  Accordingly, if at any time after the Effective Date of this Section 5, it should appear to the Executive that the Company is or has acted contrary to or is failing or has failed to comply with any of its obligations under this Section 5 for the reason that it regards this Section 5 to be void or unenforceable or for any other reason, or that the Company has purported to terminate his employment for cause or is in the course of doing so in either case contrary to this Section 5, or in the event that the Company or any other person takes any action to declare this Section 5 void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from the Executive the benefits provided or intended to be provided to him hereunder, and the Executive has acted in good faith to perform his obligations under this Section 5, the Company irrevocably authorizes the Executive from time to time to retain counsel of his choice at the expense of the Company to represent him in connection with the protection and enforcement of his rights hereunder, including without limitation representation in connection with termination of his employment contrary to this Section 5 or with the initiation or defense of any litigation or other legal action, whether by or against the Executive or the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction.  The reasonable fees and expenses of counsel selected from time to time by the Executive as hereinabove provided shall be paid or reimbursed to the Executive by the Company on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $200,000.  Counsel so retained by the Executive may be counsel representing other officers or key executives of the Company in connection with the protection and enforcement of their rights under similar agreements between them and the Company, and, unless in his sole judgment use of common counsel could be prejudicial to him or would not be likely to reduce the fees and expenses chargeable hereunder to the Company, the Executive agrees to use his best efforts to agree with such other officers or executives to retain common counsel.

    (o)    Successors and Assigns.  Except as otherwise provided herein, this Section 5 shall be binding upon and inure to the benefit of the Executive and his legal representatives, heirs, and assigns; provided, however, that in the event of the Executive's death prior to payment or distribution of all amounts, distributions, and benefits due him under this Section 5, each such unpaid amount and distribution shall be paid in accordance with this Section 5 to the person or persons designated by the Executive to the Company to receive such payment or distribution and in the event the Executive has made no applicable designation, to the person or persons designated by the Executive as the beneficiary or beneficiaries of proceeds of life insurance payable in the event of the Executive's death under the Company's group life insurance plan.

6.    Dispute Resolution.  The Executive and the Company shall not initiate arbitration or other legal proceeding (except for any claim under Section 4 or Section 5(h)) against the other party or against any directors, officers, employees, agents or representatives of the Company or its affiliates, relating in any way to this Agreement, to the Executive's retention by the Company, to the termination of this Agreement or of such retention, or to any or all other claims for employment or other discrimination under any federal, state or local law, regulation, ordinance or executive order until 30 days after the party against whom the claim(s) is made ("respondent") receives written notice from the claiming party of the specific nature of any purported claim(s) and, to the extent known or reasonably anticipated, the amount of any purported damages attributable to each such claim(s).  The Executive and the Company further agree that if respondent submits the claiming party's claim(s) to the CPR Institute for Dispute Resolution or JAMS/Endispute for nonbinding mediation prior to the expiration of such 30 day period, the claiming party may not institute arbitration or other legal proceedings against respondent until the earlier of: (a) the completion of good-faith mediation efforts or (b) 90 days after the date on which the respondent received written notice of the claimant's claim(s).  The mediation shall be conducted in Chicago, Illinois or such other location to which the parties may agree.  The Company agrees to pay the cost of the mediator's services.

Subject to the foregoing, the Executive and the Company agree that any and all claims or disputes relating to this Agreement, to the termination of this Agreement or to such retention, to the Executive's termination of employment or to his retention, that one party or that the Executive may have against any directors, officers, employees, agents, or representatives of the Company or its affiliates, including without limitation, claims for employment or other discrimination under any federal, state, or local law, regulation, ordinance, or executive order, shall be submitted for arbitration and resolved by an arbitrator selected in accordance with the rules and procedures of the CPR Institute for Dispute Resolution or JAMS/Endispute, it being understood and agreed that no more than one arbitrator shall be retained for any arbitration conducted hereunder.  The arbitration proceeding shall be conducted in Chicago, Illinois or such other location to which the parties may agree.  If either party pursues a claim and such claim results in an arbitrator's decision or award, both parties agree to accept such decision or award as final and binding, and judgment upon the decision or award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  The parties shall share the cost of the arbitrator's services.  Notwithstanding any of the foregoing provisions of this Section, the Company may in its discretion immediately pursue any and all available legal and equitable remedies for the Executive's breach, threatened breach or continuing breach of any provision of Section 4 or Section 5(h) in any court, agency, or other tribunal of competent jurisdiction.

7.    Entire Agreement, Amendment, Waiver. This Agreement constitutes the entire agreement between the Company and the Executive with respect to the subject matter hereof.  This Agreement supersedes any prior agreements made between the parties with respect to the subject matter hereof.  The parties may not amend this Agreement except by written instrument signed by both parties.  No waiver by either party at any time of any breach by the other of any provision of this Agreement shall be deemed a waiver of similar or dissimilar provision at the same time or any prior or subsequent time.

8.    Assumption.  This Agreement shall inure to benefit of, and be binding upon, the successors and assignees of the Company.  The Company shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all of the business or assets of the Company, expressly and unconditionally to assume and agree to perform the Company's obligations under this Agreement.

9.    Notice. Any notice, request, or other communication required or permitted to be given hereunder shall be made to the addresses hereinafter set forth or to any other address designated by either of the parties hereto by notice similarly given:

If to the Company:                                                If to the Executive:
Senior Vice President, Human Resources              E. Paul Dunn
IMC Global Inc.                                                   3816 Charles Drive
100 South Saunders Road                                    Northbrook, IL 60062
Suite 300
Lake Forest, IL 60045                                     

All such notices, requests or other communications shall be sufficient if made in writing either (i) by personal delivery to the party entitled thereto, (ii) by registered or certified mail, return receipt requested or (iii) by express courier service.  The notice, request or other communication shall be deemed effective upon personal delivery or upon actual or constructive receipt by the party entitled thereto if by registered or certified mail or express courier service; provided, however, that a notice, request or other communication received after regular business hours shall be deemed to be received on the next succeeding business day of the Company.

10.    Severability.  The provisions of this Agreement shall be regarded as durable, and if any provision or portion thereof is declared invalid or unenforceable by a court of competent jurisdiction, the validity and enforceability of the remainder and applicability thereof shall not be affected.

11.    Applicable Law.  This Agreement shall at all times be governed by and construed, interpreted and enforced in accordance with the internal laws (as opposed to the conflict of laws provisions) of the State of Illinois.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its duly authorized officer and the Employee has signed this Agreement as of the day and year first above written.

IMC GLOBAL INC.                                      EMPLOYEE

By:       _________________________           __________________________
Title     Chairman and Chief Executive
            Officer    

                                                                                                            EXHIBIT A

WAIVER AND RELEASE OF CLAIMS

            In exchange for the Severance Benefits described in the attached Employee Severance Agreement, as amended and restated (the "Agreement"), which I acknowledge I would not otherwise be entitled to receive, I freely and voluntarily agree to this WAIVER AND RELEASE OF CLAIMS ("WAIVER"):

My employment with IMC Global Inc. will terminate effective _____________________.

I acknowledge that the Severance Benefits described in the attached Agreement are the sole payments to which I am entitled and that I am not entitled to any additional severance payments.

I, and anyone claiming through me, hereby waive and release any and all claims that I may have ever had or that I may now have against IMC Global Inc., its parents, divisions, partnerships, affiliates, subsidiaries, and other related entities and their successors and assigns, and past, present and future officers, directors, employees, agents and attorneys of each of them in their individual or official capacity (hereinafter collectively referred to as "Released Parties").  Among the claims that I am waiving are claims relating to my employment or termination of employment, including, but not limited to, claims of discrimination in employment brought under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act or other federal, state or local employment discrimination, employment, wage laws, ordinances or regulations or any common law or statutory claims of wrongful discharge or breach of contract or any other common law or statutory claims; whether for damages, lost wages or for any other relief or remedy.

I understand and agree that this WAIVER will be binding on me and my heirs, administrators and assigns.  I acknowledge that I have not assigned any claims or filed or initiated any legal proceedings against any of the Released Parties.

Except as may be required by law, I agree that I will not disclose the existence or terms of this WAIVER to anyone except my accountant, attorney or spouse, each of whom shall also be bound by this confidentiality provision.

I understand that I have twenty-one (21) days to consider whether to sign this WAIVER and return it to the Senior Vice President, Human Resources of IMC Global Inc.  IMC Global Inc. hereby advises me of my right to consult with an attorney before signing the WAIVER and I acknowledge that I have had an opportunity to consult with an attorney and have either held such consultation or have determined not to consult with an attorney.

I understand that I may revoke my acceptance of this WAIVER by delivering notice of my revocation to the Senior Vice President, Human Resources within seven (7) days of the day I sign the WAIVER.  If I do not revoke my acceptance of this WAIVER within seven days of the day I sign it, it will be legally binding and enforceable.

IMC GLOBAL INC.                                                    AGREED AND ACCEPTED:

By: __________________________                    ___________________________                                                                 

Title:  ________________________                     ___________________________
                                                                                        Print Name

Date:_________________________                    Date:_______________________

Return to IMC Global Inc. Form 10-K

EX-10

Exhibit 10.iii.(r)

KEY MANAGER SEVERANCE AGREEMENT

This Key Manager Severance Agreement (the "Agreement"), is dated as of October 25, 2002 between Robert M. Qualls (the "Employee") and IMC Global Inc., a Delaware corporation (the "Company").

WHEREAS, the Company desires to retain the Employee as the Vice President, Controller of the Company, and the Employee desires to continue in such position; and

WHEREAS, the Company and the Employee desire to provide appropriate assurances for the Employee to continue to perform the Employee's duties and responsibilities thereby promoting the stability of the Company.

NOW, THEREFORE, in consideration of the agreements and covenants contained herein, the sufficiency of which is acknowledged, the Employee and the Company hereby agree as follows:

1.    Definitions.  Each term defined herein shall be given its defined meaning wherever used in this Agreement unless the context requires otherwise.

         (a)    "Base Salary" means the Employee's annualized base salary as adjusted from time to time.

        (b)    "Cause"  means the Employee (i) grossly neglects his duties, (ii) engages in misconduct; (iii) breaches a material provision of this Agreement, including, but not limited to, Section 4; (iv) willfully fails to cooperate fully with the Company in effecting a smooth transition of the Employee's duties and responsibilities to such person(s) as may be designated by the Company.  "Gross neglect" means the willful failure to perform the essential functions of the Employee's job or the willful failure to carry out the Company's reasonable directions with respect to material duties after the Employee is notified in writing by the Company that the Employee is failing to perform these essential functions or failing to carry out the reasonable directions of the Company.  Such notice shall specify the functions or directions that the Employee is failing to perform and what steps need to be taken to cure and shall set forth a reasonable time frame, which shall be at a minimum 45 days, within which to cure.  "Misconduct" means embezzlement or misappropriation of corporate funds, or other acts of fraud, dishonesty, or self-dealing; provided, however, that the Employee shall be given notice and an opportunity within the next 45 days to explain his position and actions to the Company, which shall then make a final decision; any significant violation of any statutory or common law duty of loyalty to the Company; conviction for a felony; or any significant violation of Company policy or any inappropriate workplace conduct that seriously disrupts or interferes with Company operations; provided, however, that if the policy violation or inappropriate conduct can be cured, then the Employee shall be given written notice of the policy violation or inappropriate conduct and a reasonable opportunity to cure, which shall be at a minimum 45 days.

         (c)    "Company" means IMC Global Inc. and its subsidiaries, as they may exist from time to time.

         (d)    "Effective Date" means the date first set forth above.

         (e)    "Good Reason" for termination of employment by the Employee shall mean any of the following reasons explained below in paragraphs 1 and 2.  In each case, to constitute a termination for Good Reason entitling the Employee to Severance Benefits as described in Section 3 of this Agreement, the following must occur:

                (i)    Within 90 days after the Employee has or reasonably should have knowledge that Good Reason exists, the Employee must give the Company written notice specifying the grounds for his belief that Good Reason exists;

                (ii)    The Company shall then have a reasonable opportunity, which shall be at least 45 days, to cure; and

                (iii)    If the Company cures the Good Reason within the cure period, then the Employee shall have no right to terminate employment for Good Reason.  If the Company does not cure the Good Reason within the cure period, then within 14 days of the completion of the cure period, the Employee may give written notice of his intent to terminate his employment for Good Reason.  The effective date of such termination for Good Reason shall be two calendar months after the date of the notice to terminate.  At its sole discretion, the Company shall have the right to accelerate the termination date by paying the Employee his base pay for the balance of the two-month notice period.

                1.    the continued failure by the Company, after notice and a reasonable opportunity to cure, to maintain the Employee's Base Salary at a rate equal to or higher than the rate in effect on the Effective Date; provided, however, that Good Reason shall not exist as the result of any decrease in Base Salary if such decrease is incident to a general reduction applied to employees at a similar level as the Employee on a proportionate and nondiscriminatory basis; or

                2.    a change, without the Employee's consent, in the Employee's primary employment location to a location that is more than 50 miles from the primary location of the Employee's employment as in effect immediately prior to the Effective Date.

         (f)    "Severance Event" shall be deemed to have occurred if, and only if, during the Term of this Agreement, which includes the initial term and any extension or renewals as provided in Section 2, (i) the Employee's employment is terminated by the Company other than for Cause or upon the Employee's death or inability to perform the essential functions of his position with or without reasonable accommodation or (ii) the Employee terminates his employment for Good Reason.  If, however, the Employee's employment is terminated whether by the Employee with or without Good Reason or by the Company with or without Cause in connection with a "change in control" of the Company, as such phrase is defined in Section 5 of this Agreement, such termination shall not constitute a Severance Event; provided, however, the Employee's employment shall not be considered to have terminated in connection with a change in control of the Company as so defined unless such change in control has occurred in such manner and such time as to have made Section 5 of this Agreement effective prior to the Employee's termination.

2.    Term.  The term of this Agreement shall commence on the Effective Date and shall terminate on the second anniversary of the Effective Date.

3.    Severance Benefits.  Upon the occurrence of a Severance Event and the execution of a general release (substantially in the form attached hereto as Exhibit A) of all claims against the Company and other related entities or persons without additional consideration, and upon the expiration of any applicable revocation period, the Employee shall be entitled to receive the following "Severance Benefits":

        (a)    An amount equal to the target award for the Employee under the Company's Management Incentive Compensation Program, or successor annual bonus plan in effect from time to time, for the fiscal year in which the Severance Event Occurs reduced pro rata for that portion of the fiscal year not completed as of the end of the month in which the Severance Event occurs;

        (b)    An amount equal to the Employee's then current Base Salary, payable in accordance with regular payroll procedures of the Company;

        (c)    An amount equal to the target award for the Employee for the year in which the Severance Event occurs under the Company's Management Incentive Compensation Program or successor annual bonus plan in effect;

        (d)    The Company shall continue coverage under its medical and dental plans and the Employee will continue to pay employee contributions for such coverage as if an active employee until the earlier of: (i) the expiration of the one (1) year period following the date of termination and (ii) the date on which the Employee obtains such benefits pursuant to a subsequent employer's benefit plan.  Such continued coverage shall count as continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA");

        (e)    The Company shall continue the Employee's coverage under its life and disability insurance policies until the earlier of (i) the expiration of the one (1) year period following the date of termination and (ii) the date on which the Employee becomes eligible to participate in and receive similar benefits under a plan or arrangement sponsored by another employer or under any Company sponsored retirement plan.  Participation shall be on the same terms and conditions as are applicable to active employees;

        (f)    The Employee's outstanding stock options that are exercisable as of the date of the Employee's termination of employment shall remain exercisable for the one (1) year period following the date of the Employee's termination of employment (but not after the expiration of ten years from the date of grant);

        (g)    The Company shall pay the Employee for any and all unused and accrued vacation as of the date of the Employee's termination of employment; and

        (h)    The Company shall provide the Employee with outplacement services, provided that the Employee avails himself to such services within ninety (90) days following the Employee's termination of employment, for a period of one (1) year or, if earlier, until the date on which the Employee obtains subsequent employment.  Such outplacement services shall be provided through an outplacement firm that is selected by the Company.

Severance Benefits shall be subject to all applicable federal, state and local deductions and withholdings.  Those Severance Benefits described in paragraphs (a) and (g) above shall be paid in a lump sum within 30 days of the Severance Event.  At the option of the Company, the present value of the Severance Benefits described in paragraphs 3 (b) and 3(c) above may be paid in a lump sum at any point during the Severance Benefits period.  The Company's obligation to continue Severance Benefits shall cease immediately if the Company has or would have had grounds to terminate the Employee's employment immediately for Cause.  In the event the Employee dies or becomes disabled before all Severance Benefits are paid to him, the remaining amounts due to him under Sections 3(b) and 3(c) shall be reduced by the proceeds the Employee's estate receives under any life insurance policy with respect to which the premiums are paid by the Company or any benefits the Employee receives under any Company disability policy; but subject to such reductions, those remaining amounts, if any, shall be paid to the Employee or his estate.  If any family member of the Employee is receiving medical and/or dental coverage under Section 3(d) at the time of the Employee's death or disability and such family member constitutes a "qualified beneficiary" under COBRA, such medical and/or dental coverage shall continue in accordance with the requirements of COBRA, provided that such family member pays the full cost of the premium for such coverage.  The Employee understands and acknowledges that the Severance Benefits constitute his sole benefits upon termination.

4.    Exclusivity of Services and Confidential/ Proprietary Information

        (a)    Employee acknowledges that during his employment with the Company he has developed, acquired, and had access to and will develop, acquire and have access to trade secrets or other proprietary or confidential information belonging to the Company and that such information gives the Company a substantial business advantage over others who do not have such information.  Accordingly, the Employee agrees to the following obligations that he acknowledges to be reasonably designed to protect the Company's legitimate business interests without unnecessarily or unreasonably restricting his post-employment opportunities:

                (i)    during employment with the Company and for a period of one year following the Employee's termination of employment, regardless of the reason for the termination or by whom initiated, he will not engage or assist others in engaging in competition with the Company, directly or indirectly, whether as an employer, proprietor, partner, stockholder (other than the holder of less than 5% of the stock of a corporation the securities of which are traded on a national securities exchange or in the over-the-counter market), director, officer, employee, consultant, agent, or otherwise, in the business of producing and distributing potash, phosphate, animal feed ingredients or salt or any other significant business in which the Company is engaged or is preparing to engage in at the time of termination;

                (ii)    during employment with the Company and for a period of one year following the Employee's termination of employment, regardless of the reason for the termination or by whom initiated, he will not solicit, in competition with the Company, directly or indirectly, any person who is a client, customer or prospect (as such terms are defined below) (including, without limitation, purchasers of the Company's products) for the purpose of performing services and/or providing goods and services of the kind performed and/or provided by the Company in the business of producing and distributing potash, phosphate, animal feed ingredients or salt or any other significant business in which the Company is engaged or is preparing to engage in at the time of termination;

                (iii)    during employment with the Company and for a period of one year following the Employee's termination of employment, regardless of the reason for the termination or by whom initiated, he will not induce or persuade or attempt to induce or persuade any employee or agent of the Company to terminate his or her employment, agency, or other relationship with the Company in order to enter into any employment agency or other relationship in competition with the Company;

                (iv)    the covenants contained in this Section 4(a) shall apply within any jurisdiction of North America, it being understood that the geographic scope of the business and strategic plans of the Company extend throughout North America and are not limited to any particular region thereof and that such business may be engaged in effectively from any location in such area; and

                (v)    as used herein, the terms "client," "customer" and "prospect" shall be defined as any client, customer or prospect of any business in which the Company is or has been substantially engaged within the one year period prior to the Employee's termination of employment (a) to which or to whom the Employee submitted or assisted in the submission of a presentation or proposal of any kind on behalf of the Company; (b) with which or with whom the Employee had substantial contact relating to the business of the Company; or (c) about which or about whom the Employee acquired substantial confidential or other information as a result of or in connection with the Employee's employment, at any time during the one year period preceding the Employee's termination of employment for any reason.

        Notwithstanding the foregoing, if the Company consents in writing, it shall not be a violation of this Section 4(a) for the Employee to engage in conduct otherwise prohibited by this Section.

        (b)    The Employee agrees that he will not at any time during employment or thereafter for the longest time permitted by applicable law, use, disclose, or take any action which may result in the use or disclosure of any trade secrets or other proprietary or confidential information of the Company, except to the extent that the Company may specifically authorize in writing. This obligation shall not apply when and to the extent that any trade secret, proprietary or confidential information of the Company becomes publicly available other than due to the Employee's act or omission.  In connection with this Section 4, the Employee has executed and shall abide by the terms of the separate agreement attached hereto as Exhibit B.

        (c)    The Employee agrees that upon termination of his employment he will immediately surrender and return to the Company all records and other documents obtained by him, entrusted to him, or otherwise in his possession or control during the course of his employment by the Company, together with all copies thereof; provided, however, that  subject to Company review and authorization, the Employee may retain copies of such documents as necessary for the Employee's personal records for federal income tax purposes.

        (d)    The Employee acknowledges that the provisions contained in this Section 4 are reasonable and necessary because of the substantial harm that would be caused to the Company by the Employee engaging in any of the activities prohibited or restricted herein.  Nevertheless, it is the intent and understanding of each party hereto that if, in any action before any court, agency or other tribunal legally empowered to enforce the covenants contained in this Section 4, any term, restriction, covenant or promise contained therein is found to be unenforceable due to unreasonableness or due to any other reason, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency.

        (e)    The Employee acknowledges that his breach of this Section 4 will result in immediate and irreparable harm to the Company's business interests, for which damages cannot be calculated easily and for which damages are an inadequate full remedy.  Accordingly, and without limiting the right of the Company to pursue all other legal or equitable remedies available for the violation by the Employee of the covenants contained in this Section 4, it is expressly agreed that remedies other than injunctive relief cannot fully compensate the Company for the irreparable injury that the Company could suffer due to any such violation, threatened violation or continuing violation and that the Company shall be entitled to injunctive relief, without the necessity of proving actual monetary loss, to prevent any such violation, threatened violation or continuing violation thereof.

5.    Change in Control.

    (a)    Effective Date.  For purposes of this Section 5, the term "Effective Date" shall mean the date on which a Change in Control of the Company (as defined in Section 5(i)) occurs.  If there is a Change in Control, this Section shall become effective, and this Section shall govern the terms and conditions of the Employee's employment and termination thereof on or after the date that is ninety (90) days before the Effective Date, and the provisions of Sections 1, 2, 3, and 4 of this Agreement, shall no longer be effective.

    (b)    Right to Change in Control Severance Payments and Benefits.  The Employee shall be entitled to receive from the Company Change in Control Severance Payments and Benefits as described in Section 5(g) herein, if during the term of this Agreement there has been a Change in Control of the Company and there is a Termination (as defined in Section 5(f)) prior to the expiration of the Employment Term (as defined in Section 5(c)). 

    (c)    Employment Term.  For purposes of this Section 5, the term "Employment Term" shall mean the period commencing on the Effective Date of this Section 5 and ending on the earlier to occur of (1) the last day of the month in which occurs the first anniversary of the Effective Date of this Section 5 or (2) the last day of the month in which the Employee attains mandatory retirement age pursuant to the terms of a mandatory retirement plan of the Company as such were in effect and applicable to the Employee immediately prior to the Effective Date of this Section 5.

    (d)    Employment.  The Company hereby agrees to continue the Employee in its employ, and the Employee hereby agrees to remain in the employ of the Company, until the expiration of the Employment Term.  During the Employment Term, the Employee shall exercise such position and authority and perform such responsibilities as are commensurate with the position and authority being exercised and duties being performed by the Employee immediately prior to the Effective Date of this Section 5, which services shall be performed at the location where the Employee was employed immediately prior to the Effective Date of this Section 5 or at such other location as the Company may reasonably require; provided, that the Employee shall not be required to accept another location that he deems unreasonable in the light of his personal circumstances.

    (e)    Compensation and Benefits.  During the Employment Term, the Employee shall receive the following compensation and benefits:

            1.    He shall receive an annual base salary which is not less than his Base Salary immediately prior to the Effective Date of this Section 5, with the opportunity for increases, from time to time thereafter, which are in accordance with the Company's regular Employee compensation practices.

            2.    He shall be eligible to participate on a reasonable basis, and to continue any participation, in annual incentive, stock option, restricted stock, long-term incentive performance and any other compensation plan which provides opportunities to receive compensation in addition to his Base Salary which is the greater of (i) the opportunities provided by the Company for Employees with comparable duties or (ii) the opportunities under any such plans in which he was participating immediately prior to the Effective Date of this Section 5.

            3.    He shall be entitled to receive and participate in salaried employee benefits (including, but not limited to, medical, life and accident insurance, stock ownership and disability benefits) and perquisites which are the greater of (i) the employee benefits and perquisites provided by the Company to Employees with comparable duties or (ii) the employee benefits and perquisites to which he was entitled or in which he participated immediately prior to the Effective Date of this Section 5.

            4.    He shall be entitled to continue to accrue service for retirement benefits and to be entitled to receive retirement benefits under and pursuant to the terms of the Company's qualified retirement plan for salaried employees, the Company's supplemental employee retirement plan, and any successor or other retirement plan or agreement in effect on the Effective Date of this Section 5 in respect of his retirement, whether or not a qualified plan or agreement, so that his aggregate retirement benefit from all such plans and agreements (regardless when he begins to receive such benefit) will be not less than it would be had all such plans and agreements in effect immediately prior to the Effective Date of this Section 5 continued to be in effect without change until and after he begins to receive such benefit.

    (f)    Termination.  The term "Termination" shall mean termination, on or after the date which is ninety (90) days before the Effective Date and prior to the expiration of the Employment Term, of the employment of the Employee with the Company for any reason other than death, disability (as described below), cause (as described below), or voluntary resignation (as described below). 

            1.    The term "disability" means physical or mental incapacity qualifying the Employee for long-term disability under the Company's long-term disability plan.

            2.    The term "cause" means (i) the willful and continued failure of the Employee substantially to perform his duties with the Company (other than any failure due to physical or mental incapacity) after a demand for substantial performance is delivered to him by the Board of Directors which specifically identifies the manner in which the Board believes he has not substantially performed his duties or (ii) willful misconduct materially and demonstrably injurious to the Company.  No act or failure to act by the Employee shall be considered "willful" unless done or omitted to be done by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company.  The unwillingness of the Employee to accept any or all of a change in the nature or scope of his position, authorities or duties, a reduction in his total compensation or benefits, a relocation that he deems unreasonable in light of his personal circumstances, or other action by or request of the Company in respect of his position, authority or responsibility that he reasonably deems to be contrary to this Agreement, may not be considered by the Board of Directors to be a failure to perform or misconduct by the Employee.  Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for cause for purposes of this Section 5 unless and until there shall have been delivered to him a copy of a resolution, duly adopted by a vote of three-quarters of the entire Board of Directors of the Company at a meeting of the Board called and held (after reasonable notice to the Employee and an opportunity for the Employee and his counsel to be heard before the Board) for the purpose of considering whether the Employee has been guilty of such a willful failure to perform or such willful misconduct as justifies termination for cause hereunder, finding that in the good faith opinion of the Board the Employee has been guilty thereof and specifying the particulars thereof.

            3.    The resignation of the Employee shall be deemed "voluntary" if it is for any reason other than one or more of the following:

                    (a)    The Employee's resignation or retirement (other than mandatory retirement, as aforesaid) is requested by the Company other than for cause;

                    (b)    Any significant change in the nature or scope of the Employee's position, authorities or duties from those described in Section 5(d) of this Agreement;

                    (c)    Any reduction in his total compensation or benefits from that provided in Section 5(e);

                    (d)    The breach by the Company of any other provision of this Section 5; or

                    (e)    The reasonable determination by the Employee that, as a result of a Change in Control of the Company and a change in circumstances in his position, he is unable to exercise the authorities and responsibility attached to his position and contemplated by Section 5(d) of this Agreement.

            4.    Termination that entitles the Employee to the payments and benefits provided in Section 5(g) shall not be deemed or treated by the Company as the termination of the Employee's employment or the forfeiture of his participation, award or eligibility for the purpose of any plan, practice or agreement of the Company referred to in Section 5(e).

    (g)    Change in Control Severance Payments and Benefits.  In the event of and within 30 days following Termination, the Employee shall receive from the Company the following payments and benefits (collectively, "Change in Control Severance Payments and Benefits"):

            1.    His Base Salary and all other benefits due him as if he had remained an employee pursuant to this Section 5 through the remainder of the month in which Termination occurs, less applicable withholding taxes and other authorized payroll deductions;

            2.    An amount equal to the target award for the Employee under the Company's annual bonus plan for the fiscal year in which Termination occurs, reduced pro rata for that portion of the fiscal year not completed as of the end of the month in which Termination occurs; provided, however, that if the Employee has deferred his award for such year under the plan, the payment due the Employee under this Paragraph 2 shall be paid in accordance with the terms of the deferral;

            3.    A lump sum severance allowance in an amount which is equal to the sum of the amounts determined in accordance with the following subparagraphs (a) and (b):

                    (a)    an amount equal to the Employee's Base Salary at the rate in effect immediately prior to Termination; and

                    (b)    an amount equal to the target award for the Employee for the year in which Termination occurs under the Company's Management Incentive Compensation program or successor annual bonus plan in effect;

            4.    The Company shall continue coverage under its medical and dental plans and the Employee will continue to pay employee contributions for such coverage as if an active employee until the earlier of: (i) the expiration of the one (1) year period following Termination and (ii) the date on which the Employee obtains such benefits pursuant to a subsequent employer's benefit plan.  Such continued coverage shall count as continuation coverage under COBRA.  In addition, the Company shall continue the Employee's coverage under its life and disability insurance policies until the earlier of: (i) the expiration of the one (1) year period following Termination and (ii) the date on which the Employee becomes eligible to participate in and receive similar benefits under a plan or arrangement sponsored by another employer or under any Company sponsored retirement plan; participation shall be on the same terms as conditions as are applicable to active employees; 

            5.    If the Employee is a participant in the Company's 1998 Supplemental Employee Retirement Plan or successor supplemental retirement plan in effect, the Employee's account balance under such plan shall become fully vested as of the Employee's Termination.  In addition, if, as of the Employee's Termination, the Employee is not fully vested in the Employee's account balance under the Company's Profit Sharing and Savings Plan or successor retirement plan in effect, the Company shall pay the Employee a lump sum cash amount equal to the value of the unvested portion of such account balance; 

            6.    The Company shall pay the Employee a lump sum cash amount equal to the sum of the following: 

                    (i)    If the Employee is a participant in the Company's 1998 Supplemental Employee Retirement Plan or successor supplemental retirement plan in effect, an amount equal to the contribution that would have been made on behalf of the Employee to such plan in effect for the year in which Termination occurs, reduced pro rata for that portion of such year not completed by the Employee as of the end of the month in which Termination occurs;

                    (ii)    An amount equal to the profit sharing and matching contributions that would have been made on behalf of the Employee to the Company's Profit Sharing and Savings Plan for the year in which Termination occurs, reduced pro rata for that portion of such year not completed by the Employee as of the end of the month in which Termination occurs; and

                    (iii)    An amount equal to the profit sharing and matching contributions that would have been made on behalf of the Employee to the Company's 1998 Restoration Plan for the year in which Termination occurs, reduced pro rata for that portion of such year not completed by the Employee as of the end of the month in which Termination occurs;

            7.    The Company shall pay the Employee for any and all unused and accrued vacation as of Termination;

            8.    The Company shall provide the Employee with outplacement services, provided that the Employee avails himself to such services within 90 days following Termination, for a period of one (1) year or, if earlier, until the date on which the Employee obtains subsequent employment.  Such outplacement services shall be provided through an outplacement firm that is selected by the Company; and

            9.    Upon a Change in Control, any and all restrictions on any and all outstanding awards (including restricted stock awards) under the IMC Global Inc. 1988 Stock Option and Award Plan, as amended, or any successor plan shall lapse and all stock options, stock appreciation rights and other awards thereunder shall become fully (100%) vested immediately and the Employee or his permitted designee thereunder may exercise any and all outstanding options within the one (1) year period immediately following the Employee's Termination (but not after the expiration of ten (10) years from the date of grant).

    (h)    Non-Competition and Confidentiality.  The Employee agrees that:

            1.    for the one (1) year period following Termination, the Employee will not engage or assist others in engaging in competition with the Company and its subsidiaries, directly or indirectly, whether as an employer, proprietor, partner, stockholder (other than the holder of less than 5% of the stock of a corporation the securities of which are traded on a national securities exchange or in the over-the-counter market), director, officer, employee, consultant, agent, or otherwise, in the business of producing and distributing potash, phosphate, animal feed ingredients or salt or any other significant business in which the Company is engaged or is preparing to engage in as of the Effective Date of this Section 5;

            2.    there shall be no obligation on the part of the Company to provide any further Change in Control Severance Payments and Benefits (other than payments or benefits already earned or accrued) described in Section 5(g) if, when and so long as: (i) the Employee breaches Section 5(h)(1) hereof  and (ii) such breach is likely to cause serious damage to the Company or any of its subsidiaries;

            3.    during and after the Employment Term, he will not divulge or appropriate to his own use or the use of others any secret or confidential information pertaining to the businesses of the Company or any of its subsidiaries obtained during his employment by the Company, it being understood that this obligation shall not apply when and to the extent any of such information becomes publicly known or available other than because of his act or omission; and

            4.    notwithstanding the foregoing, if the Company consents in writing, it shall not be a breach of this Section 5(h) for the Employee to engage in conduct otherwise prohibited by this Section.

    (i)    Definition of "Change in Control".  "Change in Control" of the Company means, and shall be deemed to have occurred upon, the first to occur of any of the following events:

            1.    the acquisition by any individual, entity or group (a "Person"), including any "person" within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act, of 20% or more of either (i) the then outstanding shares of common stock of the Company (the "Outstanding Common Stock") or (ii) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the "Outstanding Voting Securities"); excluding, however, the following: (A) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of an exercise, conversion or exchange privilege unless the security being so exercised, converted or exchanged was acquired directly from the Company), (B) any acquisition by the Company, (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (3) of this Section 5(i);

            2.    Individuals who, as of the Effective Date of this Section 5, constitute the Board of Directors (the "Incumbent Board") cease for any reason to constitute at least a majority of such Board; provided, that any individual who becomes a director of the Company subsequent to the Effective Date of this Section 5, whose election, or nomination for election by the Company's stockholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, that any individual who was initially elected as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall not be deemed a member of the Incumbent Board;

            3.    approval by the stockholders of the Company of a reorganization, merger or consolidation of the Company or sale or other disposition of all or substantially all of the assets of the Company (a "Corporate Transaction"); excluding, however, a Corporate Transaction pursuant to which (i) all or substantially all of the individuals or entities who are the beneficial owners, respectively, of the Outstanding Common Stock and the Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common stock, and the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or indirectly) in substantially the same proportions relative to each other as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Common Stock and the Outstanding Voting Securities, as the case may be, (ii) no Person (other than:  the Company; any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; the corporation resulting from such Corporate Transaction; and any Person which beneficially owned, immediately prior to such Corporate Transaction, directly or indirectly, 25% or more of the Outstanding Common Stock or the Outstanding Voting Securities, as the case may be) will beneficially own, directly or indirectly, 25% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors and (iii) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or

            4.    the consummation of a plan of complete liquidation or dissolution of the Company.

    (j)    Enforcement Costs.  The Company is aware that upon the occurrence of a Change in Control, the Board of Directors or a stockholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Section 5, or may cause or attempt to cause the Company to institute, or may institute, litigation seeking to have this Section 5 declared unenforceable, or may take, or attempt to take, other action to deny the Employee the benefits intended under this Section 5.  In these circumstances, the purpose of this Section 5 could be frustrated. It is the intent of the parties that the Employee not be required to incur the legal fees and expenses associated with the protection or enforcement of his rights under this Section 5 by litigation or other legal action because such costs would substantially detract from the benefits intended to be extended to the Employee hereunder, nor be bound to negotiate any settlement of his rights hereunder under threat of incurring such costs.  Accordingly, if at any time after the Effective Date of this Section 5, it should appear to the Employee that the Company is or has acted contrary to or is failing or has failed to comply with any of its obligations under this Section 5 for the reason that it regards this Section 5 to be void or unenforceable or for any other reason, or that the Company has purported to terminate his employment for cause or is in the course of doing so in either case contrary to this Section 5, or in the event that the Company or any other person takes any action to declare this Section 5 void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from the Employee the benefits provided or intended to be provided to him hereunder, and the Employee has acted in good faith to perform his obligations under this Section 5, the Company irrevocably authorizes the Employee from time to time to retain counsel of his choice at the expense of the Company to represent him in connection with the protection and enforcement of his rights hereunder, including without limitation representation in connection with termination of his employment contrary to this Section 5 or with the initiation or defense of any litigation or other legal action, whether by or against the Employee or the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction.  The reasonable fees and expenses of counsel selected from time to time by the Employee as hereinabove provided shall be paid or reimbursed to the Employee by the Company on a regular, periodic basis upon presentation by the Employee of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $200,000.  Counsel so retained by the Employee may be counsel representing other officers or key Employees of the Company in connection with the protection and enforcement of their rights under similar agreements between them and the Company, and, unless in his sole judgment use of common counsel could be prejudicial to him or would not be likely to reduce the fees and expenses chargeable hereunder to the Company, the Employee agrees to use his best efforts to agree with such other officers or Employees to retain common counsel.

    (k)    Successors and Assigns.  Except as otherwise provided herein, this Section 5 shall be binding upon and inure to the benefit of the Employee and his legal representatives, heirs, and assigns; provided, however, that in the event of the Employee's death prior to payment or distribution of all amounts, distributions, and benefits due him under this Section 5, each such unpaid amount and distribution shall be paid in accordance with this Section 5 to the person or persons designated by the Employee to the Company to receive such payment or distribution and in the event the Employee has made no applicable designation, to the person or persons designated by the Employee as the beneficiary or beneficiaries of proceeds of life insurance payable in the event of the Employee's death under the Company's group life insurance plan.

6.    Dispute Resolution.  The Employee and the Company shall not initiate arbitration or other legal proceeding (except for any claim under Section 4 or Section 5(h)) against the other party or against any directors, officers, employees, agents or representatives of the Company or its affiliates, relating in any way to this Agreement, to the Employee's retention by the Company, to the termination of this Agreement or of such retention, or to any or all other claims for employment or other discrimination under any federal, state or local law, regulation, ordinance or Employee order until 30 days after the party against whom the claim(s) is made ("respondent") receives written notice from the claiming party of the specific nature of any purported claim(s) and, to the extent known or reasonably anticipated, the amount of any purported damages attributable to each such claim(s).  The Employee and the Company further agree that if respondent submits the claiming party's claim(s) to the CPR Institute for Dispute Resolution or JAMS/Endispute for nonbinding mediation prior to the expiration of such 30 day period, the claiming party may not institute arbitration or other legal proceedings against respondent until the earlier of: (a) the completion of good-faith mediation efforts or (b) 90 days after the date on which the respondent received written notice of the claimant's claim(s).  The mediation shall be conducted in Chicago, Illinois or such other location to which the parties may agree.  The Company agrees to pay the cost of the mediator's services.

Subject to the foregoing, the Employee and the Company agree that any and all claims or disputes relating to this Agreement, to the termination of this Agreement or to such retention, to the Employee's termination of employment or to his retention, that one party or that the Employee may have against any directors, officers, employees, agents, or representatives of the Company or its affiliates, including without limitation, claims for employment or other discrimination under any federal, state, or local law, regulation, ordinance, or Employee order, shall be submitted for arbitration and resolved by an arbitrator selected in accordance with the rules and procedures of the CPR Institute for Dispute Resolution or JAMS/Endispute, it being understood and agreed that no more than one arbitrator shall be retained for any arbitration conducted hereunder.  The arbitration proceeding shall be conducted in Chicago, Illinois or such other location to which the parties may agree.  If either party pursues a claim and such claim results in an arbitrator's decision or award, both parties agree to accept such decision or award as final and binding, and judgment upon the decision or award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  The parties shall share the cost of the arbitrator's services.  Notwithstanding any of the foregoing provisions of this Section, the Company may in its discretion immediately pursue any and all available legal and equitable remedies for the Employee's breach, threatened breach or continuing breach of any provision of Section 4 or Section 5(h) in any court, agency, or other tribunal of competent jurisdiction.

7.    Entire Agreement, Amendment, Waiver. This Agreement constitutes the entire agreement between the Company and the Employee with respect to the subject matter hereof.  This Agreement supersedes any prior agreements made between the parties with respect to the subject matter hereof.  The parties may not amend this Agreement except by written instrument signed by both parties.  No waiver by either party at any time of any breach by the other of any provision of this Agreement shall be deemed a waiver of similar or dissimilar provision at the same time or any prior or subsequent time.

8.    Assumption.  This Agreement shall inure to benefit of, and be binding upon, the successors and assignees of the Company.  The Company shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all of the business or assets of the Company, expressly and unconditionally to assume and agree to perform the Company's obligations under this Agreement.

9.    Notice. Any notice, request, or other communication required or permitted to be given hereunder shall be made to the addresses hereinafter set forth or to any other address designated by either of the parties hereto by notice similarly given:

If to the Company:                                                  If to the Employee:
Senior Vice President, Human Resources                Robert Qualls
IMC Global Inc.                                                     2928 N. Cypress Point
100 South Saunders Road                                      Wadsworth, IL 60083
Suite 300
Lake Forest, IL 60045                                     

All such notices, requests or other communications shall be sufficient if made in writing either (i) by personal delivery to the party entitled thereto, (ii) by registered or certified mail, return receipt requested or (iii) by express courier service.  The notice, request or other communication shall be deemed effective upon personal delivery or upon actual or constructive receipt by the party entitled thereto if by registered or certified mail or express courier service; provided, however, that a notice, request or other communication received after regular business hours shall be deemed to be received on the next succeeding business day of the Company.

10.    Severability.  The provisions of this Agreement shall be regarded as durable, and if any provision or portion thereof is declared invalid or unenforceable by a court of competent jurisdiction, the validity and enforceability of the remainder and applicability thereof shall not be affected.

11.    Applicable Law.  This Agreement shall at all times be governed by and construed, interpreted and enforced in accordance with the internal laws (as opposed to the conflict of laws provisions) of the State of Illinois.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its duly authorized officer and the Employee has signed this Agreement as of the day and year first above written.

IMC GLOBAL INC.                                        EMPLOYEE

By:     _________________________               __________________________
Title    President and Chief Executive
           Officer    

                                                                                                            EXHIBIT A

WAIVER AND RELEASE OF CLAIMS

            In exchange for the Severance Benefits described in the attached Employee Severance Agreement, as amended and restated (the "Agreement"), which I acknowledge I would not otherwise be entitled to receive, I freely and voluntarily agree to this WAIVER AND RELEASE OF CLAIMS ("WAIVER"):

My employment with IMC Global Inc. will terminate effective _____________________.

I acknowledge that the Severance Benefits described in the attached Agreement are the sole payments to which I am entitled and that I am not entitled to any additional severance payments.

I, and anyone claiming through me, hereby waive and release any and all claims that I may have ever had or that I may now have against IMC Global Inc., its parents, divisions, partnerships, affiliates, subsidiaries, and other related entities and their successors and assigns, and past, present and future officers, directors, employees, agents and attorneys of each of them in their individual or official capacity (hereinafter collectively referred to as "Released Parties").  Among the claims that I am waiving are claims relating to my employment or termination of employment, including, but not limited to, claims of discrimination in employment brought under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act or other federal, state or local employment discrimination, employment, wage laws, ordinances or regulations or any common law or statutory claims of wrongful discharge or breach of contract or any other common law or statutory claims; whether for damages, lost wages or for any other relief or remedy.

I understand and agree that this WAIVER will be binding on me and my heirs, administrators and assigns.  I acknowledge that I have not assigned any claims or filed or initiated any legal proceedings against any of the Released Parties.

Except as may be required by law, I agree that I will not disclose the existence or terms of this WAIVER to anyone except my accountant, attorney or spouse, each of whom shall also be bound by this confidentiality provision.

I understand that I have twenty-one (21) days to consider whether to sign this WAIVER and return it to the Senior Vice President, Human Resources of IMC Global Inc.  IMC Global Inc. hereby advises me of my right to consult with an attorney before signing the WAIVER and I acknowledge that I have had an opportunity to consult with an attorney and have either held such consultation or have determined not to consult with an attorney.

I understand that I may revoke my acceptance of this WAIVER by delivering notice of my revocation to the Senior Vice President, Human Resources within seven (7) days of the day I sign the WAIVER.  If I do not revoke my acceptance of this WAIVER within seven days of the day I sign it, it will be legally binding and enforceable.

IMC GLOBAL INC.                                               AGREED AND ACCEPTED:

By: __________________________               ___________________________                                                                 

Title:  ________________________                ___________________________
                                                                                   Print Name

Date:_________________________               Date:_______________________

Return to IMC Global Inc. Form 10-K

EX-10

Exhibit 10.iii.(s)

1997 Directors' Pension Plan Termination and Conversion of Accrued Benefits

The Company previously maintained a nonqualified pension plan for its non-employee directors entitled the "Directors' Retirement Service Plan" (the "Director Plan"). Under the terms of the Director Plan, each non-employee director was eligible to receive a pension benefit, based upon his or her years of service as a director.  The Director Plan was terminated effective December 31, 1997, and the benefits accrued under the Director Plan as of December 31, 1997 were preserved.  Prior to the Director Plan's termination, each non-employee director was given a choice between receiving his accrued plan benefit in the form of quarterly cash installment payments commencing upon attainment of age 70 after retirement from the Board or having his accrued pension benefit converted to deferred stock units that would be payable in the form of common stock of the Company immediately following retirement from the Board.  The number of deferred stock units to be awarded to a director was determined by dividing the lump sum present value of such director's accrued benefit by the average closing price of the Company's common stock for the last 10 trading days of 1997.  No dividend equivalent rights accompany the deferred stock units.  Eight directors elected to receive their pension benefits in the form of deferred stock units.  The deferred stock units were credited to each such director as of December 31, 1997.

Return to IMC Global Inc. Form 10-K

EX-12

EXHIBIT 12

IMC Global Inc.
Computation of Ratio of Earnings to Fixed Charges

	Years ended December 31
	2002	2001	2000	1999	1998
Fixed charges:
Interest charges	$  174.2	$  152.3	$  112.6	$  111.4	$  104.7
Net amortization of debt discount and premium and issuance expense	8.5	8.4	5.4	5.7	3.8
Interest portion of rental expense	8.0	6.7	5.0	6.4	7.5
Total fixed charges	$  190.7	$  167.4	$  123.0	$  123.5	$  116.0
Earnings:
Earnings (loss) from continuing operations before minority interest	$      0.7	$  (71.4)	$  118.7	$(390.9)	$  254.1
Interest charges	174.2	152.3	112.6	111.4	104.7
Net amortization of debt discount and premium and issuance expense	8.5	8.4	5.4	5.7	3.8
Interest portion of rental expense	8.0	6.7	5.0	6.4	7.5
Total earnings (loss)	$  191.4	$    96.0	$  241.7	$(267.4)	$  370.1
Ratio of earnings to fixed chargesa	1.0	-	2.0	-	3.2
Adjusted ratio of earnings to fixed chargesb	1.0	-	2.0	3.1	4.9

^a    The Company's earnings were insufficient to cover fixed charges by $71.4 million and $390.9 million for the years ended December 31, 2001 and 1999, respectively.

^b    The adjusted ratio of earnings to fixed charges for the year ended December 31, 2001 excludes special charges of $17.4 million.  The Company's earnings, as adjusted to exclude special charges, were insufficient to cover fixed charges by $54.0 million for the year ended December 31, 2001.  The adjusted ratio of earnings to fixed charges for the year ended December 31, 2000 excludes a restructuring gain of $1.2 million.  The adjusted ratio of earnings to fixed charges for the year ended December 31, 1999 excludes special charges of $651.7 million.  The adjusted ratio of earnings to fixed charges for the year ended December 31, 1998 excludes special charges of $195.3 million.

Return to IMC Global Inc. Form 10-K

EX-13

Exhibit 13

Financial Table of Contents

	Page
Management's Discussion and Analysis of Financial Condition and Results of Operations	1
- Introduction      - Results of Operations      - Critical Accounting Estimates      - Capital Resources and Liquidity      - Market Risk      - Contingencies      - Environmental, Health and Safety Matters      - Recently Issued Accounting Guidance      - Forward-Looking Statements	1 1 6 7 9 10 11 14 15
Report of Management	16
Report of Independent Auditors	17
Consolidated Statement of Operations	18
Consolidated Balance Sheet	19
Consolidated Statement of Cash Flows	20
Consolidated Statement of Stockholders' Equity	21
Notes to Consolidated Financial Statements	22
Quarterly Results	60
Five Year Comparison	61

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

Management's Discussion and Analysis of Financial Condition and Results of Operations___________________________________________________________________________________________________________

Introduction

Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the financial statements and the accompanying notes.

IMC Global Inc. (Company) is one of the world's leading producers of phosphate and potash crop nutrients and animal feed ingredients. 

The Company's current operational structure consists of two continuing business units corresponding to its major product lines as follows: IMC PhosFeed (PhosFeed), which represents the phosphates and feed ingredients businesses, and IMC Potash (Potash).  As a result of the November 2001 divestitures of IMC Salt (Salt), a solar evaporation facility located in Ogden, Utah (Ogden) and Penrice Soda Products Pty. Ltd. (Penrice), an Australian unit of IMC Chemicals (Divestitures), as well as the sale of the sodium bicarbonate portion of IMC Chemicals (Chemicals) in February 2003 and the planned divestiture of the remaining portions of Chemicals, operating results for these businesses are reflected as discontinued operations.

Management's Discussion and Analysis of Financial Condition and Results of Operations highlights the primary factors affecting changes in the operating results of the Company's continuing operations during the three year period ended December 31, 2002.  In 2001, the Company incurred special items, which increased the loss from continuing operations by $15.6 million, after tax and minority interest, or $0.13 per share. The special items were comprised of:  (i) a $24.1 million, or $0.21 per share, charge primarily for environmental liabilities related to non-operating facilities and accruals for prior year income taxes; (ii) a $3.1 million, or $0.03 per share, charge for the repurchase, closure and planned demolition of a urea plant previously sold to a third party; (iii) a $2.4 million, or $0.02 per share, charge for severance related to a new organizational structure (Reorganization Plan); (iv) a $1.2 million, or $0.01 per share, charge for the write-off of certain deferred costs; and (v) a non-cash gain of $15.2 million, or $0.14 per share, resulting from marking to market a common equity forward purchase contract (Forward).  In 2000, the Company realized a restructuring gain of $0.6 million, after tax and minority interest, as a result of a sale of assets to third parties that had been previously written off as part of a 1998 plan to improve profitability (Project Profit).

All of these special items significantly impacted the results of continuing operations of the Company and are referred to throughout Management's Discussion and Analysis of Financial Condition and Results of Operations.  For additional detail on these items, see the Notes to Consolidated Financial Statements.

Results of OperationsOverview

2002 Compared to 2001
Net sales of $2,057.4 million in 2002 increased five percent from $1,958.7 million in 2001.  Gross margins in 2002 were $263.0 million, an increase of 39 percent from comparable 2001 margins of $188.9 million, which included a special charge of $2.4 million related to the write-off of certain deferred costs.

The loss from continuing operations in 2002 was $13.2 million, or $0.12 per share.  The loss from continuing operations in 2001 was $27.9 million, or $0.24 per share, including the net impact of special items of $15.6 million, or $0.13 per share. 

The increase in sales was the result of higher concentrated phosphate sales prices and volumes, increased phosphate rock sales, higher potash sales volumes, as well as the favorable impact of a PhosFeed price adjustment of $6.5 million related to prior periods, partially offset by lower potash sales prices.   The increase in 2002 margins and results from continuing operations resulted primarily from lower idle plant costs, higher concentrated phosphate sales prices, higher phosphate rock sales, increased potash sales volumes, improved pricing for natural gas and ammonia, the absence of goodwill amortization in accordance with Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, the favorable impact of the PhosFeed price adjustment related to prior periods and the absence of the 2001 special items, partially offset by higher phosphate operating costs, higher sulphur costs and lower potash sales prices.  Results from continuing operations were also impacted by increased interest costs, fluctuations in Other (income) expense, net and the tax loss carryback.

The Company incurred a net loss in 2002 of $110.2 million, or $0.97 per share, which included $96.4 million, or $0.84 per share, of losses primarily from the discontinued operations of Chemicals and a $0.6 million, or $0.01 per share, extraordinary charge for the early retirement of debt.  The Company incurred a net loss in 2001 of $66.5 million, or $0.57 per share, which included: (i) the special items of $15.6 million, or $0.13 per share, discussed above; (ii) an extraordinary charge of $14.1 million, or $0.12 per share, for the early extinguishment of debt; and (iii) a $24.5 million, or $0.21 per share, non-cash charge for a cumulative effect of a change in accounting principle to mark-to-market the Forward as of June 30, 2001, the effective date of Emerging Issues Task Force (EITF) Issue No. 00-19, Derivative Instruments Indexed to, and Potentially Settled in, a Company's Own Stock.  For further detail, see the Notes to Consolidated Financial Statements.

2001 Compared to 2000
Net sales of $1,958.7 million in 2001 decreased seven percent from $2,095.9 million in 2000.  Gross margins in 2001 were $188.9 million, including a special charge of $2.4 million related to the write-off of certain deferred costs, a decrease of 43 percent from comparable 2000 margins of $328.7 million.

The loss from continuing operations in 2001 was $27.9 million, or $0.24 per share, including special items of $15.6 million, or $0.13 per share.  Earnings from continuing operations in 2000 were $84.3 million, or $0.73 per share, including a restructuring gain of $0.6 million.

Decreased sales in 2001 were primarily the result of overall lower volumes and lower phosphate prices, partially offset by higher potash prices.  The decrease in 2001 margins and results from continuing operations resulted primarily from the lower volumes and phosphate prices referred to above, as well as higher idle plant and natural gas costs, partially offset by lower sulphur costs and higher potash prices.  Results from continuing operations were also impacted by increased interest costs and fluctuations in Other (income) expense, net.

The Company incurred a net loss in 2001 of $66.5 million, or $0.57 per share, which included: (i) the special items of $15.6 million, or $0.13 per share, discussed above; (ii) an extraordinary charge of $14.1 million, or $0.12 per share, for the early extinguishment of debt; and (iii) a $24.5 million, or $0.21 per share, non-cash charge for a cumulative effect of a change in accounting principle to mark-to-market the Forward as of June 30, 2001, the effective date of EITF No. 00-19.  The Company incurred a net loss in 2000 of $345.0 million, or $3.00 per share, which included a restructuring gain of $0.6 million and $429.3 million, or $3.73 per share, of losses from the discontinued operations of Chemicals, Penrice, Salt and Ogden.  For further detail, see the Notes to Consolidated Financial Statements.

IMC PhosFeed

Year ended December 31 %Increase/(Decrease)

	2002	2001	2000	2002	2001
Net sales (in millions)	$1,338.1	$1,245.9	$1,320.5	7	(6)
Gross margins (in millions)	$     78.5	$      7.2c	$   102.0	n/m	(93)
As a percentage of net sales	6%	1%	8%
Sales volumes (000 tons)a	6,188	6,002	6,130	3	(2)
Average DAP price per short tonb	$      137	$      128	$     134	7	(4)

^aPhosphate sales volumes include tons sold captively and represent dry product tons only, primarily DAP.
^bFOB plant.
^cIncludes special charges of $2.4 million.        
n/m - not meaningful

2002 Compared to 2001
PhosFeed's net sales of $1,338.1 million in 2002 increased seven percent from $1,245.9 million in 2001.  Higher average sales realizations of concentrated phosphates, particularly diammonium phosphate (DAP), favorably impacted net sales by $46.7 million.  Average DAP prices for 2002 increased seven percent to $137 per short ton as compared to an average price of $128 per short ton for the twelve months of 2001.  Increased shipments of concentrated phosphates favorably impacted net sales by an additional $21.8 million.  The majority of the volume increase resulted from higher shipments of DAP, partially offset by lower shipments of granular monoammonium phosphate (GMAP).  This increase in DAP volumes resulted principally from increased demand from China and domestic customers.  The favorable DAP shipments were partially offset by lower GMAP sales to Brazil.  Higher phosphate rock sales also impacted net sales by $13.1 million.  The increase in phosphate rock sales was primarily the result of increased prices.  Net sales were also favorably impacted by a $6.5 million price adjustment related to prior periods.

Gross margins in 2002 of $78.5 million increased from $7.2 million in 2001, which included special charges of $2.4 million.  This increase was primarily a result of lower idle plant costs, higher concentrated phosphate sales prices, higher phosphate rock sales, the favorable impact of the price adjustment related to prior periods, and improved pricing for ammonia and natural gas, partially offset by higher phosphate operating costs and higher sulphur costs.  The lower idle plant costs were the result of the Louisiana operations producing all year in 2002 compared to being idle for seven months in 2001 and the phosphate rock operations being idle for eight weeks in 2001 compared with no idle weeks in 2002.  The higher sales prices, phosphate rock sales and the price adjustment were discussed above.  The higher operating costs were primarily the result of higher maintenance, electricity and insurance costs.

Results in the fourth quarter of 2002 were much lower than earlier in the year stemming primarily from significant phosphate margin compression.  Several unanticipated industry events, including an announcement to restart idle capacity by another major North American producer and the rapid liquidation of DAP inventory by another competitor prior to the sale of its Florida phosphate plant, contributed to an unusually rapid and sharp decline in DAP prices, which then stagnated at levels well below the previous quarter.  At the same time, sulphur and ammonia input costs increased substantially.  DAP prices in the first quarter of 2003 reflect an increase from the start of the year.  However, prices of sulphur and ammonia raw materials have increased as well.

2001 Compared to 2000
PhosFeed's net sales of $1,245.9 million in 2001 decreased six percent from $1,320.5 million in 2000.  Lower average sales realizations of concentrated phosphates, particularly DAP and GMAP, unfavorably impacted net sales by $44.2 million.  Average DAP prices for 2001 declined four percent to $128 per short ton as compared to an average price of $134 per short ton for the twelve months of 2000.  Decreased shipments of concentrated phosphates unfavorably impacted net sales by an additional $23.1 million.  The majority of the volume decline resulted from lower shipments of DAP.   This decrease in DAP volumes resulted principally from reduced demand from China.  Lower phosphate rock volumes also impacted net sales by $10.4 million.  The decrease in phosphate rock volumes was primarily the result of poor market conditions.

Gross margins in 2001 of $7.2 million, including special charges of $2.4 million, fell 93 percent from $102.0 million in 2000.  This decrease was primarily a result of the lower prices and volumes discussed above, higher idle plant costs, unfavorable natural gas costs as well as higher reclamation costs, partially offset by favorable sulphur costs and the sale of a right-of-way of land.  The higher idle plant costs were the result of the Louisiana operations being idle for seven months in 2001 compared to six weeks in 2000 and the phosphate rock operations being idle for eight weeks in 2001 compared to two weeks in 2000.

IMC Potash^a

Year ended December 31 % Increase/(Decrease)

	2002	2001	2000	2002	2001
Net sales (in millions)	$ 805.9	$ 811.2	$ 871.0	(1)	(7)
Gross margins (in millions)	$ 200.8	$ 207.2	$ 251.6	(3)	(18)
As a percentage of net sales	25%	26%	29%
Sales volumes (000 tons)b	7,944	7,733	8,385	3	(8)
Average potash price per short tonc	$      74	$      77	$     76	(4)	1

^aExcludes operating results of Ogden, which are reflected in discontinued operations for 2001 and 2000.
^bSales volumes include tons sold captively.
^cFOB plant/mine.

2002 Compared to 2001
Net sales for Potash totaled $805.9 million in 2002, a decrease of one percent from $811.2 million in 2001.  This decrease primarily resulted from lower prices, partially offset by higher volumes.  Average potash prices decreased four percent for the year.  The increase in volumes was primarily the result of higher shipments of potassium magnesium sulphate (K-Mag) and higher shipments of muriate of potash (MOP), partially offset by lower export shipments of sulfate of potash (SOP).  Increased volumes of K-Mag were primarily the result of an increased domestic marketing effort and higher shipments to China, the African Ivory Coast and Japan.  Higher MOP export sales were primarily the result of increased shipments to Latin America, Australia, Asia and Brazil.  Domestic MOP shipments increased as a result of slightly higher demand.  Export SOP volumes decreased primarily as a result of lower shipments to China.

Gross margins of $200.8 million in 2002 decreased three percent compared with $207.2 million in 2001.  This decrease was primarily the result of the unfavorable sales prices discussed above, partially offset by favorable natural gas prices, a major component of production costs, and the higher sales volumes discussed above.

In February 2003, the Company announced the approval of a 1.7 percent increase in its annual allocation of Canpotex Limited (Canpotex) MOP sales volumes to 36.67 percent, retroactive to July 1, 2002.  The allocation will most likely result in additional MOP export sales volume in 2003.

In February 2003, the natural gas market experienced a substantial amount of volatility that has resulted in prices higher than those as of December 31, 2002.  Natural gas is a significant raw material used in Potash's solution mining.

2001 Compared to 2000
Net sales for Potash totaled $811.2 million in 2001, a decrease of seven percent from $871.0 million in 2000.  This decrease primarily resulted from lower volumes, partially offset by higher prices.  The decrease in volumes was primarily the result of lower export and domestic shipments of MOP.  Lower MOP export sales were primarily the result of lower shipments to China and other Southeast Asian countries and Brazil.  Domestic MOP shipments declined as a result of reduced overall demand.  Average potash prices increased one percent for the year.

Gross margins of $207.2 million in 2001 decreased 18 percent compared with $251.6 million in 2000.  This decrease was primarily the result of the unfavorable sales volumes discussed above and higher natural gas costs, partially offset by the slightly higher selling prices discussed above.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $80.7 million, $81.8 million and $102.7 million in 2002, 2001 and 2000, respectively.  The decrease in 2001 compared to 2000 primarily resulted from the absence of expenses related to a corporate office relocation and certain lower employee benefit related expenses as well as an overall effort to reduce controllable costs.

Interest Expense

Interest expense was $174.2 million, $152.3 million and $112.6 million in 2002, 2001 and 2000, respectively.  These increases were primarily a result of debt refinancing activities that occurred throughout 2001 and 2002.  See Capital Resources and Liquidity and Note 8 of Notes to Consolidated Financial Statements for further information regarding this activity.

Other (Income) Expense, Net

Other expense, net for 2002 and 2001 was $7.4 and $15.2 million, respectively, compared to other income, net of $4.1 million in 2000, including net special charges of $4.0 million in 2001.  The change in 2002 compared to 2001 was primarily the result of the absence of losses from natural gas forward purchase contracts related to idled operations, the absence of fees associated with a terminated accounts receivable securitization facility and the absence of the 2001 special items.  The 2001 special items included a charge to increase reserves for environmental matters related to non-operating facilities partially offset by the net impact of marking to market the Forward.  The change in 2001 compared to 2000 was mainly caused by lower foreign currency transaction gains, losses from natural gas forward purchase contracts related to idled operations, higher debt fee amortization and the 2001 special items.

Minority Interest

Minority interest benefit decreased in 2002 by $24.5 million from the same period last year.  This decrease in minority interest benefit was primarily the result of earnings realized by IMC Phosphates in 2002 as compared to a loss realized in the prior year period.  Minority interest benefit increased in 2001 by $28.3 million from 2000.  This increase was primarily the result of a loss realized by IMC Phosphates in 2001 as compared to earnings realized in 2000.

Income Taxes

In March 2003, the Company elected to carry back a federal tax net operating loss under a federal tax law provision enacted in 2002 which allows such loss to be carried back five years rather than the normal two year period, which election is expected to result in a cash refund of approximately $30.0 million.  The carryback has the effect of converting tax credits previously utilized into tax credit carryforwards for which the Company does not record current benefits, resulting in a charge.  As a result, the Provision for income taxes includes a charge of $24.7 million.  The decision to carry back the available loss is consistent with the Company's efforts to maximize liquidity through the monetization of assets where beneficial.  See Note 10 of Notes to Consolidated Financial Statements.

Restructuring Activity

To meet current business challenges and as part of the Company's drive to be the industry's low-cost producer, the Company announced two major new cost savings initiatives in January 2003.  An organizational restructuring program, scheduled to be implemented before April 1, 2003, will focus on reducing overhead levels and costs through efficiency improvements. The Company expects to incur charges within the range of $3.0 million to $4.0 million during the first quarter of 2003 associated with severance and related costs for the organizational restructuring program.  The second initiative, Business Process Improvement and Operational Excellence, is a multi-year program to increase efficiency, reduce costs and enhance revenue through core business process redesign and maximization.  The new programs are targeted to generate combined annualized pre-tax and pre-minority interest savings of $80.0 million by 2005. In addition, the Company will continue expansion of its continuous improvement platform, anchored by Six Sigma, which delivered in excess of $8.0 million of savings in 2002 through more than 60 projects.

In the first quarter of 2001, the Company announced a Reorganization Plan designed to fully maximize the Company's global leadership position in phosphate and potash crop nutrients as well as animal feed ingredients while reducing costs, streamlining the organization and improving productivity.  The Reorganization Plan was primarily comprised of a shift to a more functional organization structure, which resulted in business unit and corporate headcount reductions. As a result, in the first quarter of 2001 the Company recorded a restructuring charge of $4.6 million, $2.4 million after tax and minority interest, or $0.02 per share.  A total of 74 employees were terminated and left the Company prior to December 31, 2001.  Substantially all of the severance payments have been disbursed as of December 31, 2002.

As part of Project Profit, the Company sold its urea plant to a third party (Buyer).  The effective operation of this plant was dependent upon receiving services from the Company's remaining Louisiana operations.  The Louisiana operations were idled for the first half of 2001, which impacted the ability of the urea plant to operate.  In the third quarter of 2001, the Company repurchased the plant from the Buyer and shut the plant down permanently.  Total costs to repurchase the plant and accrue for demolition costs were $6.4 million, $3.1 million after tax and minority interest, or $0.03 per share, which resulted in a 2001 restructuring charge.  This activity was recorded in the third quarter of 2001 as an increase to the restructuring charge previously recorded for Project Profit.

Also as part of Project Profit, the Company had written off certain assets in 1998.  However, in 2000, some of these assets, including the urea plant referred to above, were sold to third parties resulting in a restructuring gain of $1.2 million, $0.6 million after tax and minority interest.  This activity was recorded as an adjustment to the restructuring charge previously recognized for Project Profit.

Pension and Other Post Retirement Benefits
The dramatic decline in U.S. equity markets during 2002 has reduced the value of the Company's pension plan assets.  As a result, the accumulated benefit obligations for most of the Company's pension plans are in excess of plan assets as of December 31, 2002.  The Company recorded a non-cash charge to stockholders' equity of $49.9 million, net of tax, as a result.  In determining these amounts, an expected rate of return on plan assets of nine percent was assumed.  Based on market data, the Company believes that an average expected long-term return of nine percent is consistent with the weighted average historical returns of each asset class in the Company's targeted asset allocation.  Based on the latest actuarial valuation report as well as plan redesign changes adopted in 2003, other postretirement employee benefit costs will be reduced to approximately $1.8 million for 2003 from $14.8 million for 2002.  See Note 9 of Notes to Consolidated Financial Statements.

Critical Accounting Estimates

The Company evaluates the recoverability of certain non-current and current assets utilizing various estimation processes. In particular, the recoverability of December 31, 2002 balances for goodwill, net deferred tax assets, the net assets of the remaining parts of Chemicals and certain other assets of $319.0 million, $602.6 million, $23.3 million and $185.0 million, respectively, are subject to estimation processes and, thus, are dependent upon the accuracy of underlying assumptions, including future product prices and volumes.  The Company evaluates the recoverability of each of these assets, other than net deferred tax assets and Chemicals net assets, based on estimated future cash flows.  The recoverability of net deferred tax assets is based on estimated future taxable income, and the recoverability of the Chemicals net assets is based primarily on the expected proceeds from the sale of these net assets.  The recoverability of these assets is dependent upon the accuracy of these assumptions and, except for the Chemicals net assets, how they compare to the eventual operating performance of the specific businesses to which the assets are attributed.  Certain of the operating assumptions are particularly sensitive to the cyclical nature of the Company's business.  Due to the cyclical nature of prices in the phosphate business, the Company used third party estimated product prices for 2003 through 2007 and long-term average product prices thereafter in estimating future cash flows for this business.  To the extent actual cash flows or taxable income differ from those estimated amounts, the recoverability of these non-current assets could be impacted.

The Company also records accrued liabilities for various environmental matters, reclamation activities and the demolition of former operating facilities.  As of December 31, 2002, the balances of these accrued liabilities were $33.7 million, $112.7 million and $22.2 million, respectively.  The estimation processes used to determine the amounts of these accrued liabilities are very complex and use information obtained from Company-specific and industry data, as well as general economic information.  The Company also records accrued liabilities for various tax matters based on its best estimate of the likely outcome of such matters.  These estimation processes require the Company to continuously monitor and evaluate the reasonableness of the judgments made and adjust for changes in assumptions as they occur.  Actual payments for the above matters could differ from those estimated.  Beginning on January 1, 2003, the Company will account for its reclamation activities under Financial Accounting Standards Board (FASB) SFAS No. 143, Accounting for Asset Retirement Obligations.  The impact of this accounting treatment is discussed in Recently Issued Accounting Guidance.

Capital Resources and Liquidity

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

The Company's credit facilities require it to maintain certain financial ratios, including a leverage ratio test and an interest coverage test.  In addition, the credit facilities contain certain covenants and events of default.  The Company's access to funds is dependent upon its product prices, input costs and market conditions.  During periods in which product prices or volumes; raw material prices or availability; or other conditions reflect the adverse impact of cyclical market trends or other factors; there can be no assurance that the Company would be able to comply with applicable financial covenants or meet its liquidity needs.  The Company cannot assure that its business will generate sufficient cash flow from operations in the future; that its currently anticipated growth in net sales and cash flow will be realized on schedule; or that future borrowings will be available when needed or in an amount sufficient to enable the Company to repay indebtedness or to fund other liquidity needs.   

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

Operating activities generated $6.8 million of cash in 2002 compared with a use of cash of $156.8 million in 2001. The increase of $163.6 million was primarily driven by an increase in operating earnings of $86.2 million; a decrease in cash invested in working capital; and the absence of the impact of the voluntary termination of the Company's $100.0 million accounts receivable securitization facility in 2001.

Net cash used in investing activities changed $663.8 million in 2002 from generating $502.7 million in 2001 to a use of funds of $161.1 million in 2002.  This change was primarily a result of the absence of proceeds of $624.3 million from the Divestitures, higher capital spending and a $10.0 million investment in Gulf Sulphur Services Ltd., LLLP (Gulf Services).  See Note 4 of Notes to Consolidated Financial Statements for a detailed discussion of the Divestitures and Note 16 for a discussion of Gulf Services.

Capital expenditures in 2002 and 2001 were $140.0 million and $123.1 million, respectively, and consisted primarily of phosphates and potash production equipment upgrades.  The Company estimates that its capital expenditures from continuing operations for 2003 will approximate $140.0 million, $120.0 million net of minority interest, and will be financed primarily from operations and borrowings.

Cash used in financing activities decreased $105.0 million in 2002 from $181.7 million in 2001 to $76.7 million in 2002. This decrease was primarily a result of net debt payments of $55.9 million in the current period compared to net debt payments of $161.2 million in the prior period due to the debt refinancing that occurred in the second and fourth quarters of 2001.  The Company also generated proceeds of $67.9 million in 2002 by issuing 5.4 million shares of common stock.  The proceeds from this issuance, together with $12.2 million of cash on hand, were used to terminate the Company's common equity forward purchase contact. 

The Company entered into a new senior secured credit facility on May 17, 2001.  Pursuant to the new credit facility, as amended and restated (New Credit Facility), the Company and certain of its domestic subsidiaries may borrow up to approximately $470.0 million.  The New Credit Facility consists of a revolving credit facility (Revolving Credit Facility) of up to $210.0 million available for revolving credit loans and letters of credit as well as a term loan facility (Term Loan Facility) of approximately $260.0 million.  Concurrent with the closing of the New Credit Facility, the Company issued $400.0 million aggregate principal amount of 10.875 percent senior notes due 2008 (Seven Year Notes) and $200.0 million aggregate principal amount of 11.25 percent senior notes due 2011 (Ten Year Notes).  On November 2, 2001, the Company issued an additional $100.0 million of the Ten Year Notes (November Note Offering).  On December 10, 2002, the Company issued an additional $117.5 million of the Ten Year Notes (December Note Offering and together with the Seven Year Notes, the Ten Year Notes and the November Note Offering, Notes).  Proceeds of the December Note Offering were $124.9 million, net of underwriting discount and excluding accrued interest and were used: (i) to redeem all the remaining $98.3 million of the 6.50 percent senior notes due August 1, 2003 (Senior Notes), which resulted in a charge of approximately $3.0 million for early debt retirement, in January 2003; (ii) pay related fees and expenses; and (iii) for general corporate purposes.  The restricted cash balance as of December 31, 2002 was primarily used for the redemption of the Senior Notes.

The Revolving Credit Facility will mature on May 17, 2006 while the Term Loan Facility will mature on November 17, 2006.  However, if the Company's $300.0 million of 7.625 percent senior notes due 2005 and $150.0 million of 6.55 percent senior notes due 2005 have not been fully refinanced prior to October 15, 2004, both the Revolving Credit Facility and the Term Loan Facility will mature on October 15, 2004.  Prior to the maturity date of the Revolving Credit Facility, funds may be borrowed, repaid and reborrowed under the Revolving Credit Facility without premium or penalty.  Amounts repaid in respect to the Term Loan Facility may not be reborrowed. 

As of December 31, 2002, the Company had $28.0 million drawn under its Revolving Credit Facility.  Outstanding letters of credit as of December 31, 2002 totaled $83.4 million, $2.6 million of which do not reduce availability under the Revolving Credit Facility.  As of December 31, 2002, the net available additional borrowings under the Revolving Credit Facility were $101.2 million.  In 2002, repayments of $2.7 million of borrowings resulted in an outstanding balance of $261.1 million under the Term Loan Facility as of December 31, 2002.

The New Credit Facility is guaranteed by substantially all of the Company's direct and indirect domestic subsidiaries, as well as by certain direct and indirect foreign subsidiaries.  The New Credit Facility is secured by: (i) a pledge of certain equity interests and intercompany debt held by the Company and the subsidiary guarantors in their subsidiaries; (ii) a security interest in accounts receivable and inventory; and (iii) mortgages on certain of the Company's potash mining and production facilities, with a net book value of $254.6 million as of December 31, 2002.

The New Credit Facility requires the Company to meet certain financial tests, including, but not limited to, a maximum total leverage ratio, a maximum secured leverage ratio, a minimum interest coverage ratio and a maximum ratio of the sum of certain secured obligations as of any date to the collateral coverage amount (as defined in the New Credit Facility).  Certain of such tests were amended on February 21, 2003 (February Amendment).  The February Amendment also increased applicable interest rates from those in effect as of December 31, 2002 by 25 basis points and reduced the maximum permitted aggregate annual amount of capital expenditures, joint venture investments and certain monetary acquisitions that the Company and its subsidiaries may make to $160.0 million for 2003 and $250.0 million thereafter; such amounts are above the Company's currently anticipated capital expenditure level, including planned capital expenditures of approximately $140.0 million for 2003.  In addition, the New Credit Facility contains certain covenants, including limitations on the payment of dividends, and events of default.  See Note 8 of Notes to Consolidated Financial Statements for further information. 

The Notes are guaranteed by the same subsidiaries of the Company that guaranteed the New Credit Facility, except IMC Phosphates MP Inc. (MP Co.) which has been designated as an unrestricted subsidiary and is, therefore, not a guarantor of the Notes.  MP Co. has immaterial assets and income and is the managing general partner of IMC Phosphates Company.  See Note 17 of Notes to Consolidated Financial Statements for certain selected financial data regarding MP Co.

The Company may acquire shares of its stock on an ongoing basis, subject to the restrictions of the New Credit Facility and the indentures related to the Notes, and is authorized as of December 31, 2002 to purchase up to 4.5 million shares. In 2000, the Company's Board of Directors authorized the purchase of up to an additional 5.4 million shares through a Forward executed by a third party financial institution.  Under this authorization, the Company entered into a Forward pursuant to which a third party financial institution purchased the entire 5.4 million shares during the first quarter of 2000.    In February 2002, the Company repurchased the shares in satisfaction of its obligation under this Forward.  See Notes 1, 8 and 11of Notes to Consolidated Financial Statements for more detail regarding this Forward.

The following information summarizes the Company's contractual obligations and other commercial commitments as of December 31, 2002.  See Notes 8 and 13 of Notes to Consolidated Financial Statements for more detail.

	Total	Payments by Period
(in millions)		Less than 1 year	1-3 years	4-5 years	After 5 years
Long-term debt	$2,267.8	$  102.5	$  464.3	$  442.1	$1,258.9
Operating leases	119.3	26.7	45.2	25.3	22.1
Unconditional purchase obligationsa	673.9	372.3	183.6	53.8	64.2
Total contractual cash obligations	$3,061.0	$  501.5	$  693.1	$  521.2	$1,345.2

^aBased on prevailing market prices as of December 31, 2002.

The Company has $93.1 million of recorded non-current liabilities for reclamation activities and phosphogypsum stack closure, primarily in its Florida phosphate operations, where to obtain necessary permits, it must either pass a test of financial strength or provide credit support, typically surety bonds or financial guarantees.  As of December 31, 2002 the Company had $88.6 million in surety bonds outstanding which mature over the course of 2003, and met the financial strength test for the remaining portion of such additional liabilities.  In connection with the outstanding surety bonds, the Company has posted $40.0 million of collateral in the form of letters of credit.  There can be no assurance that the Company can continue to pass such tests of financial strength or to purchase surety bonds on the same terms and conditions.  However, the Company anticipates that it will be able to satisfy applicable credit support requirements without disrupting normal business operations.

Most of the Company's export sales of phosphate and potash crop nutrients are marketed through two North American export associations, Phosphate Chemicals Export Association, Inc. (PhosChem) and Canpotex, respectively, which fund their operations in part through third-party financing facilities.  As a member, the Company or its subsidiaries are, subject to certain conditions and exceptions, contractually obligated to reimburse the export associations for its pro rata share of any operating expenses or other liabilities incurred.  The reimbursements are made through reductions to members' cash receipts from the export associations.   The Company's share of liabilities include guarantees of certain indebtedness of the export associations.  As of December 31, 2002, the aggregate amount of such guarantees amounted to $25.3 million.  During the second quarter of 2002, PhosChem entered into a new $65.0 million receivables purchase facility with a bank that replaced prior funding facilities.  This facility supports PhosChem's funding of its purchases of crop nutrients from the Company and other PhosChem members and is nonrecourse to the Company.

Market Risk

The Company is exposed to the impact of interest rate changes on borrowings, fluctuations in the functional currency of foreign operations and the impact of fluctuations in the purchase price of natural gas, ammonia and sulphur consumed in operations, as well as changes in the market value of its financial instruments.  The Company periodically enters into derivatives to minimize foreign currency risks and the effects of changing natural gas prices, but not for trading purposes.

The Company uses foreign currency forward exchange contracts, which typically expire within one year, to hedge transaction exposure related to certain intercompany loans.  Realized and unrealized gains and losses on these contracts  and the offsetting translation losses and gains on these intercompany loan balances are recorded in Other (income) expense, net.  The Company had notional amounts of $8.1 million and $47.3 million of such foreign currency forward exchange contracts outstanding as of December 31, 2002 and 2001, respectively.  There was no unrealized gain or loss on these contracts as of December 31, 2002 and the unrealized loss was $0.3 million as of December 31, 2001.

The Company also uses foreign currency forward exchange contracts, which typically expire within one year, to reduce the impact of foreign currency exchange risk in the Gross margins and Operating earnings amounts in the Consolidated Statement of Operations.  The primary operating earnings currency exposure relates to Potash sales, most of which are denominated in United States dollars, while Potash's costs are principally in Canadian dollars, which is Potash's functional currency.  The Company had notional amounts of $244.5 million and $244.0 million of such foreign currency forward exchange contracts outstanding as of December 31, 2002 and 2001, respectively.  These contracts provide for the purchase of Canadian dollars at a weighted-average rate of 1.569 Canadian dollar per United States dollar as of December 31, 2002.  As of December 31, 2002 and 2001, the total unrealized loss on these contracts was $1.4 million and $4.0 million, net of tax, respectively. 

In addition to the above, Potash translates its United States dollar denominated balance sheet accounts to Canadian dollars, which results in translation gains or losses reflected in Other (income) expense, net in the Consolidated Statement of Operations.  All of Potash's balance sheet accounts are then translated back to United States dollars, the impact of which is reflected in Accumulated other comprehensive loss in the Consolidated Balance Sheet.  This translation impact is booked directly to Stockholders' equity and not in the income statement.  The Company does not hedge this translation exposure.  During the first two months of 2003, the Canadian dollar has strengthened by approximately six percent compared to the United States dollar, which has negatively impacted income statement results because of the above-mentioned activity.

The Company uses natural gas forward purchase contracts, which expire through 2004, to reduce the risk related to significant price changes in natural gas.  The Company had natural gas forward purchase contracts with notional amounts of $34.8 million and $58.5 million of such outstanding as of December 31, 2002 and 2001, respectively.  As of December 31, 2002, the total unrealized gain on these contracts was $4.3 million, after tax.  As of December 31, 2001 the total unrealized loss on these contracts was $12.6 million, after tax.

The Company conducted sensitivity analyses of its other financial instruments assuming a one percentage point adverse change in interest rates on outstanding borrowings from its actual level as of December 31, 2002.  Holding all other variables constant, the hypothetical adverse changes would not materially affect the Company's financial position.  These analyses did not consider the effects of the reduced level of economic activity that could exist in such an environment.  Further, in the event of a one percentage point adverse change in interest rates, management would likely take actions to further mitigate its exposure to possible changes.  However, due to the uncertainty of the specific actions that would be taken and their possible effects, the sensitivity analyses assumed no changes in the Company's financial structure.

Contingencies

See Note 14 of Notes to Consolidated Financial Statements.

Environmental, Health and Safety Matters

The Company's Program
The Company has adopted the following Environmental, Health and Safety (EHS) Policy (Policy):

As a key to the Company's success, the Company is committed to the pursuit of excellence in health and safety and environmental stewardship.  Every employee will strive to continuously improve the Company's performance and to minimize adverse environmental, health and safety impacts.   The Company will proactively comply with all environmental, health and safety laws and regulations.

This Policy is the cornerstone of the Company's comprehensive EHS management program (EHS Program), which seeks to achieve sustainable, predictable and verifiable EHS performance.  Key elements of the EHS Program include: (i) identifying and managing EHS risk; (ii) complying with legal requirements; (iii) improving the Company's EHS procedures and protocols; (iv) educating employees regarding EHS obligations; (v) retaining and developing professional EHS staff; (vi) evaluating facility conditions; (vii) performing audits; (viii) formulating EHS action plans; and (ix) assuring management accountability.  The business units are responsible for implementing day-to-day elements of the EHS Program, assisted by an integrated staff of EHS professionals.  The Company conducts audits to verify that each facility has identified risks, achieved regulatory compliance, implemented continuous EHS improvement, and incorporated EHS management systems into day-to-day business functions.

A critical focus of the Company's EHS Program is achieving compliance with the evolving myriad of international, federal, state, provincial and local EHS laws that govern the Company's production and distribution of crop and animal nutrients, boron-based chemicals and sodium-bicarbonate.  These EHS laws regulate or propose to regulate: (i) conduct of mining and production operations, including employee safety procedures; (ii) condition of Company facilities; (iii) management and handling of raw materials; (iv) product content; (v) use of products by both the Company and its customers; (vi) management and/or remediation of potential impacts to air, water quality and soil from Company operations; (vii) disposal of waste materials; and (viii) reclamation of lands after mining.  For any new regulatory programs that might be proposed, it is difficult to ascertain future compliance obligations or to estimate future costs until implementing regulations have been finalized and definitive regulatory interpretations have been adopted.  The Company typically responds to such regulatory requirements at the appropriate time by implementing necessary modifications to facilities or to operating procedures.

The Company has expended, and anticipates that it will continue to expend, substantial financial and managerial resources to comply with EHS standards.  In 2003, environmental capital expenditures are expected to total approximately $35.5 million, primarily related to: (i) modification or construction of wastewater treatment areas in Florida and New Mexico, as well as Saskatchewan, Canada; (ii) construction, modification and closure projects associated with phosphogypsum stacks at the PhosFeed concentrates plants; (iii) upgrading of air pollution control equipment at the concentrates plants; and (iv) capital projects associated with remediation of contamination at current or former operations. Additional expenditures for land reclamation activities will total approximately $25.1 million in 2003. In 2004, the Company expects environmental capital expenditures will be approximately $29.2 million and expenditures for land reclamation activities will be approximately $23.2 million. No assurance can be given that greater-than-anticipated EHS capital expenditures or land reclamation expenditures will not be required in 2003 or in the future.

The Company has recorded accounting accruals for certain contingent environmental liabilities and believes such accruals are in accordance with generally accepted accounting principles (GAAP). The Company records accruals for environmental investigatory and non-capital remediation costs and for expenses associated with litigation when litigation has commenced or a claim or assessment has been asserted or is imminent, the likelihood of an unfavorable outcome is probable and the financial impact of such outcome is reasonably estimable. These accruals are adjusted quarterly for any changes in the Company's estimates of the future costs associated with these matters.

Product Requirements and Impacts
International, federal, state and provincial standards require the Company to register many of its products before these products can be sold.  The standards also impose labeling requirements on these products and require the Company to manufacture the products to formulations set forth on the labels. Various environmental, natural resource and public health agencies continue to evaluate alleged health and environmental impacts that could arise from the handling and use of products such as those manufactured by the Company.  The United States Environmental Protection Agency (EPA), the state of California, and The Fertilizer Institute in conjunction with the European Fertilizer Manufacturers Association have completed independent assessments of potential risks posed by crop nutrient materials.  These assessments concluded that when handled and used as intended, based on the available data, crop nutrient materials do not pose harm to human health or the environment.  Nevertheless, agencies could impose additional standards or regulatory requirements on the producing industries, including the Company or its customers.  It is the current opinion of management that the potential impact of any such standards on the market for the Company's products, and the expenditures that might be necessary to meet any such standards, will not have a material adverse effect on the Company's business or financial condition.

Operating Requirements and Impacts
Permitting.  The Company holds numerous environmental, mining and other permits or approvals authorizing operation at each of its facilities.  A decision by a government agency to deny or delay issuing a new or renewed permit or approval, or to revoke or substantially modify an existing permit or approval or to substantially change approval conditions during a permit modification request, could have a material adverse effect on the Company's ability to continue operations at the affected facility.  Expansion of Company operations also is predicated upon securing the necessary environmental or other permits or approvals.   For instance, over the next several years, PhosFeed will be continuing its efforts to obtain permits in support of its anticipated Florida mining operations at certain of the Company's properties including Ona and Pine Level.  These properties contain in excess of 100.0 million tons of phosphate rock reserves.  For years, the Company has successfully permitted mining properties and anticipates that it will be able to permit these properties as well.  In Florida, local community participation has become an important factor in the permitting process for mining companies.  A denial of these permits or the issuance of permits with cost-prohibitive conditions would prevent the Company from mining at these properties and thereby have a material adverse effect on the Company's business, financial condition and results of operations.

Operating Limits. On December 16, 2002, the Prime Minister of Canada ratified the Kyoto Protocol, committing Canada to reduce its greenhouse gas emissions on average to six percent below 1990 levels through the first commitment period (2008-2012).  This equates to reductions of between 20 to 30 percent from current emission levels across the country.  Implementation of this commitment will be achieved through The Climate Change Plan for Canada.  It is possible that the Potash facilities in Canada will be required to take action to effectuate the Canadian commitment.  However, until definitive implementing regulations or interpretations have been finalized, it is difficult to ascertain the nature or costs associated with the required actions.

Mining Operations.  At its solution mining facilities in Searles Valley, California, Chemicals has resolved separate notices of violation (NOVs) issued by both the Lahontan Regional Water Quality Control Board (RWQCB) and the California Department of Fish & Game (DFG).  These NOVs respectively alleged that Chemicals' discharge of unsaturated processed brine to the surface of Searles Lake has negatively impacted the ability of Searles Lake to satisfy applicable water quality designations as well as the ability of migratory birds to use Searles Valley as a hostile resting location.  Chemicals instituted substantial corrective measures to restrict its discharge of hydrocarbons and discourage birds from using the lake.  On April 10, 2002, the RWQCB entered an Administrative Civil Liability Order (ACL) to resolve all potential liabilities for the historic discharges of elevated petroleum hydrocarbon concentrations at Argus, Trona, and Westend facilities.  The ACL order includes monetary payments of $250,000 over six years, contribution to an offsite wildlife mitigation program, additional projects to be completed under a pre-existing Clean-up and Abatement Order (CAO), and other facility improvements.  Chemicals also reached a settlement agreement with DFG on July 11, 2002 to address alleged migratory bird impacts.  This agreement commits Chemicals to compensate DFG for waterfowl mortality and to reimburse DFG for unpaid oversight costs for a total of $300,000.  Chemicals will also contribute to a future offsite mitigation project, including operations and maintenance costs for delivery of water, and will prepare a wildlife mitigation plan.  In a separate action, on October 30, 2001, the RWQCB issued Chemicals a CAO requiring evaluation and remediation of 32 sites on the Searles Dry Lakebed.  Twenty-six of these sites require only minor, if any, remedial activity.  Activities associated with the remaining six sites include only soil excavation and disposal, and capping.  Taking into account established accruals, expenditures for performance of the ACL, the settlement agreement, and the CAO are not expected to be material.

Management of Residual Materials.  Mining and processing of potash and phosphate and production of boric acid generate residual materials that must be managed both during the operation of the facility and upon facility closure.  Potash tailings, consisting primarily of salt, iron and clay, are stored in surface disposal sites.  Phosphate mining residuals, such as overburden and sand tailings, are used in reclamation, while phosphate clay residuals are deposited in clay settling ponds.  Processing of phosphate rock with sulphuric acid generates phosphogypsum that is stored in phosphogypsum stack systems.  Processing of boric acid from colemanite produces a sludge that is managed in a landfill.  During the life of the tailings management areas, clay settling ponds, phosphogypsum stacks, and colemanite landfill, the Company has incurred and will continue to incur significant costs to manage its potash, phosphate, and boric acid residual materials in accordance with environmental laws and regulations and with permit requirements.

Additional legal and permit requirements have been imposed for management of the clay settling ponds, phosphogypsum stacks, and the colemanite landfill at the time that these facilities are closed.  In the past, the Company has established accruals to account for these closure costs.  Beginning on January 1, 2003, the Company will account for these legal obligations under SFAS No. 143.  The impact of this accounting treatment is discussed in Recently Issued Accounting Guidance.

Saskatchewan Environment and Resource Management (SERM) is in the process of establishing appropriate closure requirements for Potash tailings management areas.  SERM has required all mine operators in Saskatchewan to obtain approval of facility decommissioning and reclamation plans (Plans).  These Plans, which will apply once mining operations at any facility are terminated, must specify procedures for handling potash residuals and for decommissioning all mine facilities including potash tailings management areas.  SERM alsorequires operators to provide financial assurance that the Plans ultimately will be carried out.  On July 5, 2000, SERM approved, with comments, the decommissioning Plans submitted by Potash for each of its facilities.  To meet the terms of this approval, Potash posted interim financial assurance to cover the estimated $2.0 million Canadian that would be necessary to operate its tailings management areas for approximately two years in the event that the Company was no longer able to fund facility decommissioning.  This financial assurance must remain in effect until July 5, 2005.  During this interim period, Potash and the rest of the industry are cooperating with SERM to evaluate technically feasible, cost-effective and environmentally responsible disposal options for tailings residuals and to correct any deficiencies in the Plans that were noted by SERM.  Final costs for decommissioning in accordance with the Plans, as well as costs for the ultimate financial assurance demonstration, are likely to be significant.  However, the Company does not anticipate expending such funds in the foreseeable future because: (i) facility closure and decommissioning is not imminent given the anticipated life of the Company's mines; (ii) SERM will consider, and where appropriate incorporate, advances in tailings management technology that may reduce the Company's ultimate tailings management costs and defer the Plans implementation; and (iii) the Company will not be required to provide ultimate financial assurance until an appropriate assurance mechanism has been specified by SERM.  For these reasons, the Company cannot predict with certainty the financial impact of these decommissioning requirements on the Company.

Remedial Activities
The Comprehensive Environmental Response Compensation and Liability Act (Superfund) imposes liability, without regard to fault or to the legality of a party's conduct, on certain categories of persons who are considered to have contributed to the release of "hazardous substances" into the environment.  Various states have enacted legislation that is analogous to the federal Superfund program. Under Superfund, or its various state analogues, one party may, under certain circumstances, be required to bear more than its proportionate share of cleanup costs at a site where it has liability if payments cannot be obtained from other responsible parties.  Superfund or state analogues may impact the Company at its current or former operations.

Remediation at the Company's Facilities. Many of the Company's formerly owned or current facilities have been in operation for a number of years. The historical use and handling of regulated chemical substances, crop and animal nutrients and additives as well as by-product or process tailings at these facilities by the Company and predecessor operators have resulted in soil, surface water and groundwater impacts.

At many of these facilities, spills or other releases of regulated substances have occurred previously and potentially could occur in the future, possibly requiring the Company to undertake or fund cleanup efforts under Superfund or otherwise.  In some instances, the Company has agreed, pursuant to consent orders or agreements with the appropriate governmental agencies, to undertake certain investigations, which currently are in progress, to determine whether remedial action may be required to address site impacts.  At other locations, the Company has entered into consent orders or agreements with appropriate governmental agencies to perform required remedial activities that will address identified site conditions.  Taking into account established accruals, future expenditures for these known conditions currently are not expected, individually or in the aggregate, to be material. However, material expenditures by the Company could be required in the future to remediate the environmental impacts at these or at other current or former sites.

For further discussion of remedial activities, see Note 14 of Notes to Consolidated Financial Statements.

Remediation at Third-Party Facilities.  Various third parties have alleged that the Company's historic operations have impacted neighboring off-site areas or nearby third-party facilities.  In some instances, the Company has agreed, pursuant to orders from or agreements with appropriate governmental agencies or agreements with private parties, to undertake or fund investigations, some of which currently are in progress, to determine whether remedial action, under Superfund or otherwise, may be required to address off-site impacts.  The Company's remedial liability at these sites, either alone or in the aggregate, taking into account established accruals, currently is not expected to be material.  As more information is obtained regarding these sites, this expectation could change.

For further discussion of off-site remedial activities, see Note 14of Notes to Consolidated Financial Statements.

Liability for Off-Site Disposal Locations.Currently, the Company is involved or concluding involvement for off-site disposal at less than five Superfund or equivalent state sites.  Moreover, the Company previously has entered into settlements to resolve its liability with regard to Superfund or equivalent state sites.  In some cases, such settlements have included "reopeners," which could result in additional liability at such sites in the event of newly discovered contamination or other circumstances.  The Company's remedial liability at the current or former sites, either alone or in the aggregate, is not currently expected to be material.  As more information is obtained regarding these sites and the potentially responsible parties involved, this expectation could change.

Oil and Gas
Through its merger with Freeport-McMoRan Inc. (FTX), the Company had assumed responsibility for environmental impacts at a significant number of oil and gas facilities that had been operated by FTX, Phosphate Resource Partners Limited Partnership or their predecessors.  In connection with acquisition of the sulphur transportation and terminaling assets of Freeport-McMoRan Sulphur LLC (FMS) discussed more fully in Note 16 of Notes to Consolidated Financial Statements, the Company reached an agreement with FMS and McMoRan Exploration Co. (MOXY) whereby FMS and MOXY would assume responsibility for and indemnify the Company against most of these oil and gas responsibilities.  The Company retained responsibility for a limited number of specified potential claims which either individually or in the aggregate, after consideration of established accruals, are not expected to have a material adverse effect on the Company's business or financial condition.

Recently Issued Accounting Guidance

Accounting for Asset Retirement Obligations
In June 2001, the FASB issued SFAS No. 143, which is effective January 1, 2003.  SFAS No. 143 requires legal obligations associated with the retirement of long-lived assets to be recognized at their fair value at the time that the obligations are incurred.   Application of the new rules is expected to result in an increase in net property, plant and equipment of $34.0 million, recognition of a net additional asset retirement obligation liability of $48.8 million, and a charge for the cumulative effect of a change in accounting principle that will reduce net income and stockholder's equity by $4.9 million, net of minority interest and taxes, in the first quarter of 2003.

Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections
In December 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.  SFAS No. 145, which is effective for the Company on January 1, 2003, rescinds the previous requirement under GAAP that gains or losses from the early extinguishment of debt be classified as an extraordinary item on the Consolidated Statement of Operations.  Upon adoption, the Company is also required to adjust prior year financial statements to reflect this reclassification.

Guarantor's Accounting for Guarantees
In November 2002, the FASB issued FASB Interpretation (FIN) No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.  FIN No. 45 clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee.  The Company will adopt the provisions of FIN No. 45 on January 1, 2003 for all new or amended guarantees subsequent to that date.

Forward-Looking Statements

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

Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, the following: general business and economic conditions and governmental policies affecting the agricultural industry in localities where the Company or its customers operate; weather conditions; the impact of competitive products; pressure on prices realized by the Company for its products; constraints on supplies of raw materials used in manufacturing certain of the Company's products; capacity constraints limiting the production of certain products; difficulties or delays in the development, production, testing and marketing of products; difficulties or delays in receiving required governmental and regulatory approvals; market acceptance issues, including the failure of products to generate anticipated sales levels; the effects of and change in trade, monetary, environmental and fiscal policies, laws and regulations; foreign exchange rates and fluctuations in those rates; the costs and effects of legal proceedings, including environmental and administrative proceedings involving the Company; success in implementing the Company's various initiatives; the uncertain effects upon the global and domestic economies and financial markets of the terrorist attacks in New York City and Washington, D.C. on September 11, 2001 and their aftermaths; and other risk factors reported from time to time in the Company's Securities and Exchange Commission reports.

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Report of Management
____________________________________________________________________________

The management of IMC Global Inc. has the responsibility for the preparation of all information contained in the Annual Report.  The financial statements, including footnotes, have been prepared in accordance with accounting principles generally accepted in the United States and include amounts based on the best judgment of management.

In meeting its responsibilities for the accuracy, integrity and objectivity of data in the financial statements, management maintains a system of internal accounting controls designed to provide reasonable assurance that financial records are reliable, that transactions are authorized and that assets are safeguarded.  This system includes an appropriate division of responsibility, information system controls and policies and procedures that are communicated to affected employees.  There are limits inherent in all systems of internal control based on the recognition that the cost of such systems should be related to the benefits to be derived.  Management believes the Company's systems provide an appropriate balance.

The control environment is monitored by an internal auditing program, comprised of internal and external business advisors who independently assess the effectiveness of the internal controls, report findings to management and follow up on the implementation of management action plans to address any identified control gaps.  The Company's independent public accountants, Ernst & Young LLP (Ernst &Young), are engaged to audit and express an opinion on the Company's financial statements. Their audit was conducted in accordance with auditing standards generally accepted in the United States and included consideration of the Company's internal control system.  Management has made available to Ernst & Young all of the Company's financial records and related data, as well as minutes of the meetings of the Board of Directors.  Management believes that all representations made to Ernst & Young were valid and appropriate.

The Audit Committee of the Board of Directors, which is comprised entirely of independent directors, is responsible for monitoring the Company's financial reporting process.  The Audit Committee meets regularly with management, the Director, Internal Audit & Compliance and Ernst & Young, jointly and separately, to review financial reporting matters, internal accounting controls and audit results to assure that all parties are properly fulfilling their responsibilities.  Both Ernst & Young and the Director, Internal Audit & Compliance have unrestricted access to the Audit Committee.

Douglas A. Pertz	J. Reid Porter
Douglas A. Pertz	J. Reid Porter
Chairman and Chief Executive Officer	Executive Vice President and Chief Financial Officer

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Report of Independent Auditors
____________________________________________________________________________

To the Board of Directors and Stockholders of IMC Global Inc.

We have audited the accompanying consolidated balance sheet of IMC Global Inc. as of December 31, 2002 and 2001 and the related consolidated statements of operations, cash flows and stockholders' equity for each of the three years in the period ended December 31, 2002.  These consolidated financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of IMC Global Inc. as of December 31, 2002 and 2001, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States.

In 2002, as discussed in Note 2, the Company changed its method of accounting for goodwill to conform with Financial Accounting Standards Board Statement No. 142.  In 2001, as discussed in Note 1, the Company changed its method of accounting for derivative financial instruments to conform with Financial Accounting Standards Board Statement No. 133 and Emerging Issues Task Force Issue No. 00-19. 

Ernst & Young LLP

Ernst & Young LLP
Chicago, Illinois
January 27, 2003, except for Note 8 and Note 10,
as to which the date is March 17, 2003

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Consolidated Statement of OperationsIn millions, except per share amounts

Year ended December 31
	2002	2001	2000
Net sales	$2,057.4	$1,958.7	$2,095.9
Cost of goods sold	1,794.4	1,769.8	1,767.2
Gross margins	263.0	188.9	328.7
Selling, general and administrative expenses	80.7	81.8	102.7
Restructuring activity	-	11.0	(1.2)
Operating earnings	182.3	96.1	227.2
Interest expense	174.2	152.3	112.6
Other (income) expense, net	7.4	15.2	(4.1)
Earnings (loss) from continuing operations before minority interest	0.7	(71.4)	118.7
Minority interest	(16.2)	(40.7)	(12.4)
Earnings (loss) from continuing operations before income taxes	16.9	(30.7)	131.1
Provision (benefit) for income taxes	30.1	(2.8)	46.8
Earnings (loss) from continuing operations	(13.2)	(27.9)	84.3
Loss from discontinued operations	(96.4)	-	(429.3)
Loss before extraordinary item and cumulative effect of   a change in accounting principle	(109.6)	(27.9)	(345.0)
Extraordinary charge - - debt retirement	(0.6)	(14.1)	-
Cumulative effect of a change in accounting principle	-	(24.5)	-
Net loss	$  (110.2)	$    (66.5)	$   (345.0)
Basic and diluted earnings (loss) per share:
Earnings (loss) from continuing operations	$    (0.12)	$    (0.24)	$      0.73
Loss from discontinued operations	(0.84)	-	(3.73)
Extraordinary loss - - debt retirement	(0.01)	(0.12)	-
Cumulative effect of a change in accounting principle	-	(0.21)	-
Net loss per share	$    (0.97)	$   (0.57)	$    (3.00)
Basic weighted average number of shares outstanding	114.6	114.5	114.4
Diluted weighted average number of shares outstanding	114.6	114.5	114.8

See Notes to Consolidated Financial Statements

**************************************************************************************************************** Consolidated Balance Sheet In millions, except share amounts

December 31
	2002	2001
Assets
Current assets:
Cash and cash equivalents	$      17.7	$    248.7
Restricted cash	105.5	374.0
Receivables, net	179.0	217.6
Inventories, net	349.1	292.3
Deferred income taxes	11.6	14.1
Other current assets	37.1	6.5
Total current assets	700.0	1,153.2
Property, plant and equipment, net	2,300.7	2,308.6
Goodwill	319.0	319.0
Other assets	317.4	468.1
Total assets	$3,637.1	$4,248.9
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$   154.8	$   150.3
Accrued liabilities	190.5	242.1
Due to bondholders	-	305.4
Short-term debt and current maturities of long-term debt	106.2	75.4
Total current liabilities	451.5	773.2
Long-term debt, less current maturities	2,165.3	2,216.1
Deferred income taxes	57.6	176.3
Other noncurrent liabilities	571.0	533.3
Common equity forwards	-	9.3
Stockholders' equity:
Common stock, $1 par value, authorized 300,000,000 shares; issued 130,585,301 and 125,185,301 shares in 2002 and 2001, respectively	130.6	125.2
Capital in excess of par value	1,743.9	1,680.9
Accumulated deficit	(984.7)	(865.3)
Accumulated other comprehensive loss	(146.4)	(117.1)
Treasury stock, at cost, 15,634,654 and 10,159,607 shares in 2002   and 2001, respectively	(351.7)	(283.0)
Total stockholders' equity	391.7	540.7
Total liabilities and stockholders' equity	$3,637.1	$4,248.9

See Notes to Consolidated Financial Statements

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

Consolidated Statement of Cash FlowsIn millions

Year ended December 31
	2002	2001	2000
Cash Flows from Operating Activities
Net loss	$    (110.2)	$     (66.5)	$   (345.0)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Adjustments from continuing operations:
Depreciation, depletion and amortization	173.7	165.6	171.6
Minority interest	(16.2)	(40.7)	(12.4)
Deferred income taxes	(69.7)	(36.1)	(21.1)
Other charges and credits, net	(17.6)	(61.6)	8.5
Changes in:
Receivables	38.6	(182.6)	138.9
Note receivable from affiliate	-	47.5	(47.5)
Inventories	(56.8)	40.3	(8.4)
Other current assets	(0.2)	2.4	147.4
Accounts payable	4.5	(51.0)	83.4
Accrued liabilities	(60.4)	28.4	(25.3)
Adjustments from discontinued operations	121.1	(2.5)	273.3
Net cash provided by (used in) operating activities	6.8	(156.8)	363.4
Cash Flows from Investing Activities
Capital expenditures	(140.0)	(123.1)	(118.1)
Proceeds from sale of businesses	-	624.3	-
Investment in joint venture	(10.0)	-	-
Other	(11.1)	1.5	4.4
Net cash provided by (used in) investing activities	(161.1)	502.7	(113.7)
Net cash provided (used) before financing activities	(154.3)	345.9	249.7
Cash Flows from Financing Activities
Payments of long-term debt	(996.1)	(982.4)	(719.0)
Proceeds from issuance of long-term debt	1,136.6	1,404.5	546.0
Changes in short-term debt, net	(170.4)	(209.3)	(15.0)
Restricted cash	268.5	(374.0)	-
Payable to bondholders	(294.5)	-	-
Purchase of common shares	(79.5)	-	-
Issuance of common shares	67.9	-	-
Cash dividends paid	(9.2)	(17.5)	(26.3)
Cash distributions to The Vigoro Corporation preferred stockholders	-	-	(28.2)
Cash distributions to unitholders of Phosphate Resource Partners Limited Partnership	-	-	(4.5)
Other	-	(3.0)	1.0
Net cash used in financing activities	(76.7)	(181.7)	(246.0)
Net change in cash and cash equivalents	(231.0)	164.2	3.7
Cash and cash equivalents - - beginning of year	248.7	84.5	80.8
Cash and cash equivalents - - end of year	$       17.7	$    248.7	$       84.5

See Notes to Consolidated Financial Statements

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

Consolidated Statement of Stockholders' Equity
In millions, except per share amounts

	Outstanding shares	Common stock	Capital in excess of par value	Accumulated deficit	Accumulated other comprehensive loss	Treasury stock	Total stockholders' equity	Comprehensive income (loss)
Balance as of December 31, 1999	114.5	$   125.2	$1,698.1	$(411.1)	$ (37.3)	$(294.8)	$1,080.1
Net loss	-	-	-	(345.0)	-	-	(345.0)	$  (345.0)
Foreign currency translation adjustment	-	-	-	-	(21.3)	-	(21.3)	(21.3)
Dividends ($0.32 per share)	-	-	-	(35.0)	-	-	(35.0)	-
Other	0.3	-	(5.9)	1.1	-	1.4	(3.4)	-
Balance as of December 31, 2000	114.8	125.2	$1,692.2	$(790.0)	$ (58.6)	$(293.4)	$675.4	$  (366.3)
Net loss	-	-	-	(66.5)	-	-	(66.5)	$    (66.5)
Foreign currency translation adjustment	-	-	-	-	(16.9)	-	(16.9)	(16.9)
Cumulative effect of a change in accounting   principle (Note 1)	- -	- -	- -	- -	2.9	- -	2.9	2.9
Net unrealized losses on derivative instruments	-	-	-	-	(19.5)	-	(19.5)	(19.5)
Minimum pension liability	-	-	-	-	(25.0)	-	(25.0)	(25.0)
Dividends ($0.08 per share)	-	-	-	(8.8)	-	-	(8.8)	-
Other	0.2	-	(11.3)	-	-	10.4	(0.9)	-
Balance as of December 31, 2001	115.0	125.2	$1,680.9	$(865.3)	$(117.1)	$(283.0)	$      540.7	$ (125.0)
Net loss	-	-	-	(110.2)	-	-	(110.2)	$  (110.2)
Foreign currency translation adjustment	-	-	-	-	1.1	-	1.1	1.1
Net unrealized gain on derivative instruments	-	-	-	-	19.5	-	19.5	19.5
Minimum pension liability	-	-	-	-	(49.9)	-	(49.9)	(49.9)
Issuance of stock (Notes 8and 11)	5.4	5.4	62.5	-	-	-	67.9	-
Share repurchase (Notes 8and 11)	(5.4)	-	-	-	-	(79.5)	(79.5)	-
Dividends ($0.08 per share)	-	-	-	(9.2)	-	-	(9.2)	-
Common equity forward	-	-	-	-	-	9.3	9.3	-
Other	-	-	0.5	-	-	1.5	2.0	-
Balance as of December 31, 2002	115.0	$   130.6	$1,743.9	$(984.7)	$(146.4)	$(351.7)	$  391.7	$  (139.5)

See Notes to Consolidated Financial Statements

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

Notes to Consolidated Financial StatementsIn millions, except per share amounts

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business
IMC Global Inc. (Company or IMC) is a producer and distributor of crop nutrients and animal feed ingredients to the domestic and international agricultural community.

Basis of Presentation
The consolidated financial statements include the accounts of the Company and all subsidiaries which are more than 50.0 percent owned and controlled.  All significant intercompany accounts and transactions are eliminated in consolidation.

Minority interest is largely comprised of the public unitholders' interest in Phosphate Resource Partners Limited partnership (PLP) (51.6 percent owned and consolidated subsidiary of the Company), including an effective 21.1 percent minority interest in IMC Phosphates Company (IMC Phosphates).

As discussed in more detail in Note 4, IMC Chemicals (Chemicals), IMC Salt (Salt), a solar evaporation facility located in Ogden, Utah (Ogden) and the Company's oil and gas business have been presented as discontinued operations.

Use of Estimates
Management is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Actual results could differ from those estimates.

Revenue Recognition
Revenue is recognized by the Company upon the transfer of title to the customer, which is generally at the time product is shipped.  For certain export shipments, transfer of title occurs outside of the United States.

Shipping and Handling Costs
The Company records all shipping and handling costs in Costs of goods sold.

Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Concentration of Credit Risk
Domestically, the Company sells its products to manufacturers, distributors and retailers primarily in the midwestern and southeastern United States.  Internationally, the Company's phosphate and potash products are sold primarily through two North American export associations.  No single customer or group of affiliated customers accounted for more than ten percent of the Company's net sales in any year during the three-year period ended December 31, 2002.

Receivables and Allowance for Doubtful Accounts
The Company carries its accounts receivable at their face amounts less an allowance for doubtful accounts.  On a regular basis, the Company evaluates its accounts receivable and establishes the allowance for doubtful accounts based on a combination of specific customer circumstances as well as credit conditions and based on a history of write-offs and collections.  A receivable is considered past due if payments have not been received within agreed upon invoice terms.

Inventories
Inventories are valued at the lower-of-cost-or-market (net realizable value).  Cost for substantially all of the Company's inventories is calculated on a cumulative annual-average basis. 

Property, Plant and Equipment/Other Assets
Property (including mineral deposits), plant and equipment, including assets under capital leases, are carried at cost.  Cost of significant assets includes capitalized interest incurred during the construction and development period.  Expenditures for replacements and improvements are capitalized; maintenance and repair expenditures, except for repair and maintenance overhauls (Turnarounds), are charged to operations when incurred.  Expenditures for Turnarounds are deferred when incurred and amortized into Cost of goods sold on a straight-line basis, generally over an 18-month period.  Turnarounds are large-scale maintenance projects that are performed regularly, usually every 18 to 24 months.  Turnarounds are necessary to maintain the operating capacity and efficiency rates of the production plants.  The deferred portion of the Turnaround expenditures is classified in Other assets.

Depreciation and depletion expenses for mining operations, including mineral deposits, are determined using the units-of-production method based on estimates of recoverable reserves.  Other asset classes or groups are depreciated or amortized on a straight-line basis over their estimated useful lives as follows: buildings, ten to 45 years; machinery and equipment, three to 25 years; and leasehold improvements, over the lesser of the remaining useful life of the asset or the remaining term of the lease.

Prior to January 1, 2002, goodwill, representing the excess of purchase cost over the fair value of net assets of acquired companies, was generally amortized using the straight-line method over 40 years.  On January 1, 2002, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets.  As a result, goodwill is no longer amortized but is subject to annual impairment tests in accordance with SFAS No. 142 (Note 2).  Prior to January 1, 2002, the Company evaluated the recoverability of goodwill by estimating the future discounted cash flows of the businesses to which the goodwill relates.  This evaluation was made whenever events or changes in circumstances indicated the carrying amount may not be recoverable.  Estimated cash flows were determined by disaggregating the Company's business segments to an operational and organizational level for which meaningful identifiable cash flows could be determined.  When estimated future discounted cash flows were less than the carrying amount of the net long-lived assets (tangible and identifiable intangible) and related goodwill, impairment losses of goodwill were charged to operations.  Impairment losses, limited to the carrying amount of goodwill, represented the excess of the sum of the carrying amount of the net long-lived assets (tangible and identifiable intangible) and goodwill in excess of the discounted cash flows of the business being evaluated.  In determining the estimated future cash flows, the Company considered current and projected future levels of income; business trends; prospects; as well as market and economic conditions.

Using the methodology prescribed in SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets,the Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amounts of such assets may not be recoverable.  Once an indication of a potential impairment exists, recoverability of the respective assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate, to the carrying amount of such operation.  If the operation is determined to be unable to recover the carrying amount of its assets, then long-lived assets of the operation are written down to fair value.  Fair value is determined based on discounted cash flows or appraised values, depending upon the nature of the assets.

Accrued Environmental Costs
The Company produces and distributes crop and animal nutrients, boron-based chemicals and sodium-bicarbonate. These activities subject the Company to an evolving myriad of international, federal, state, provincial and local environmental, health and safety laws, which regulate, or propose to regulate:  (i) conduct of mining and production operations, including employee safety procedures; (ii) condition of Company facilities; (iii) management and handling of raw materials; (iv) product content; (v) use of products by both the Company and its customers; (vi) management and/or remediation of potential impacts to air, water quality, and soil from Company operations; (vii) disposal of waste materials; and (viii) reclamation of lands after mining.  The Company has contingent environmental liabilities that arise from three sources: (i) facilities currently or formerly owned by the Company or its predecessors; (ii) facilities adjacent to currently or formerly owned facilities; and (iii) third-party Comprehensive Environmental Response Compensation and Liability Act (Superfund) sites.  The historical use and handling of regulated chemical substances, crop and animal nutrients and additives as well as by-product or process tailings have resulted in soil and groundwater contamination, requiring the Company to undertake or fund cleanup efforts. 

The environmental costs discussed above include: fines, penalties and certain corrective actions to address violations of the law; remediation of properties that are currently or were formerly owned or operated by the Company, or its predecessors; remediation costs of facilities adjacent to currently or formerly owned facilities or for third-party Superfund sites; and legal fees and expenses associated with resolution of administrative processes or litigation concerning these environmental costs.  Environmental accruals are recorded for environmental investigatory and non-capital remediation costs and for costs associated with litigation at identified sites when litigation has commenced or a claim or assessment has been asserted or is imminent, the likelihood of an unfavorable outcome is probable and the financial impact of such outcome is reasonably estimable.   These accruals are adjusted currently for any changes in the Company's estimates of the future costs associated with these matters.  The Company cannot determine the cost of any remedial action that ultimately may be required at unknown sites, sites for which investigations have not been performed or have begun but have not been completed or sites at which unanticipated conditions are discovered.

Foreign Currency Translation
The functional currency of all operations outside the United States is the respective local currency.  All foreign currency balance sheet accounts have been translated using the exchange rates in effect as of the balance sheet date.  Income statement amounts have been translated using the average exchange rate for the year.  The gains and losses resulting from changes in exchange rates from year to year have been reported in Accumulated other comprehensive loss.  The effect on the Consolidated Statement of Operations of transaction gains and losses is insignificant for all years presented.  Foreign currency cumulative translation losses of $2.1 million were included in the calculation of the losses from discontinued operations for 2002 (Note 4).

Derivative Instruments Indexed To, and Potentially Settled In, a Company's Own Stock
Effective June 30, 2001, Emerging Issues Task Force (EITF) No. 00-19 required the Company to account for its common equity forward purchase contract (Forward) as an asset or a liability, with changes in the value of the Forward reflected in the Consolidated Statement of Operations.  The Company recorded a charge for the cumulative effect of a change in accounting principle of $24.5 million, or $0.21 per share, in the second quarter of 2001 upon adoption of EITF 00-19.  This charge was calculated based on the difference between the Company's stock price as of June 30, 2001 and the Forward price.  Prior to that date, any excess of Forward price over the Company's stock price was classified as temporary equity.  All changes in fair value subsequent to June 30, 2001 were included in Earnings (loss) from continuing operations.  Other (income) expense, net for 2001 included income of $15.2 million, or $0.14 per share, to reflect the change in the value of the Company's stock from July 1, 2001 to December 31, 2001.  The Forward was settled during 2002 (Note 11).

Accounting for Derivative Instruments and Hedging Activities
The Company is exposed to the impact of interest rate changes on borrowings, fluctuations in the functional currency of foreign operations and the impact of fluctuations in the purchase price of natural gas, ammonia and sulphur consumed in operations, as well as changes in the market value of its financial instruments.  The Company periodically enters into derivatives in order to minimize foreign currency risks and the effects of changing natural gas prices, but not for trading purposes.

On January 1, 2001, the Company adopted SFAS No. 133, Derivative Instruments and Hedging Activities, as amended.  In accordance with the provisions of SFAS No. 133, the Company recorded a transition adjustment upon adoption of SFAS No. 133 to record derivative instruments at fair value.  The effect of this transition adjustment resulted in a $2.9 million, after tax, reduction in Accumulated other comprehensive loss.  The Company recognized all of the unrealized gains associated with this transition adjustment during the first quarter of 2001.

The Company uses financial instruments, including forward exchange, option, futures and swap contracts, to manage its exposure to movements in foreign currency exchange rates and commodity prices. The use of these financial instruments modifies the exposure of these risks with the intent to reduce the risk and variability to the Company.  Initially, upon adoption of SFAS No. 133, and prospectively, on the date a derivative contract is entered into, the Company designates the derivative as either: (i) a hedge of a recognized asset or liability or an unrecognized firm commitment (fair value hedge); (ii) a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge); (iii) a hedge of a net investment in a foreign operation (net investment hedge); or (iv) as a natural hedging instrument whose change in fair value is recognized to act as an economic hedge against changes in the values of the hedged item (natural hedge).  The Company formally documents its hedge relationships, including identification of the hedging instruments and the hedged items, as well as its risk management objectives and strategies for undertaking the hedge transaction. The Company also formally assesses, both at inception and at least quarterly thereafter, whether the derivatives that are used in hedging transactions are effective in offsetting changes in either the fair value or cash flows of the hedged item. When it is determined that a derivative ceases to be an effective hedge, the Company discontinues hedge accounting. 

The Company had $244.5 million and $244.0 million notional amounts of foreign currency forward exchange contracts outstanding as of December 31, 2002 and 2001, respectively, with the contracts outstanding as of December 31, 2002 maturing in various months through December 2003.  These derivative financial instruments have been designated as cash flow hedges and are being used to reduce the exchange rate risk related to certain forecasted foreign currency transactions.  The principal currency being hedged by the Company as of December 31, 2002 and 2001 was the Canadian dollar.  The Company also had $34.8 million and $58.5 million notional amounts of natural gas forward purchase contracts outstanding as of December 31, 2002 and 2001, respectively, with the contracts outstanding as of December 31, 2002 maturing in various months through October 2004.  These derivative financial instruments have been designated as cash flow hedges and are being used to hedge volatility in natural gas prices.  The effective portion of changes in the fair value of the Company's cash flow hedges is recorded in Accumulated other comprehensive loss.  As of December 31, 2002, the Company had unrealized gains totaling $4.6 million, $2.9 million after tax, related to its cash flow hedges substantially all of which is expected to be reclassified into earnings within the next 12 months.  As of December 31, 2001, the Company had unrealized losses totaling $25.5 million, $16.6 million after tax, related to its cash flow hedges.  Unrealized gains or losses included in Accumulated other comprehensive loss are recognized in earnings in the same period that the underlying hedged item is realized.  The ineffective portion of changes in the fair value of the Company's cash flow hedges is reported in Other (income) expense, net and amounted to zero in 2002 and a charge of $3.1 million in 2001.

The Company also uses foreign currency forward exchange contracts, which typically expire within one year, to hedge transaction exposure related to certain intercompany loans.  Realized and unrealized gains and losses on these contracts  and the offsetting translation losses and gains on these intercompany loan balances are recorded in Other (income) expense, net.  The Company had notional amounts of $8.1 million and $47.3 million of such foreign currency forward exchange contracts outstanding as of December 31, 2002 and 2001, respectively.  There was no unrealized gain or loss on these contracts as of December 31, 2002 and the unrealized loss was $0.3 million as of December 31, 2001.

Prior to January 1, 2001, the Company also used foreign currency forward exchange contracts for hedging purposes. Realized and unrealized gains and losses on contracts used to hedge the currency fluctuations of assets and liabilities denominated in foreign currencies and the offsetting realized and unrealized losses and gains on hedged transactions were recorded in Other (income) expense, net.  Contracts used to reduce the exchange rate risk related to certain forecasted foreign currency transactions were adjusted to their market values at each balance sheet date with the offset recorded to Other (income) expense, net.

Income Taxes
Deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

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

If the Company's stock option plans' compensation cost had been determined based on the fair value at the grant date for awards beginning in 1995, consistent with the provisions of SFAS No. 123, Accounting for Stock-Based Compensation, the Company's net loss and loss per share would have increased to the following pro forma amounts:

	2002	2001	2000
Stock compensation cost (net of tax):
As reported	$       1.1	$      0.7	$        0.3
Pro forma	$       9.7	$      7.2	$        9.6
Net loss:
As reported	$  (110.2)	$   (66.5)	$  (345.0)
Pro forma	$  (118.8)	$   (73.0)	$  (354.3)
Diluted net loss per share:
As reported	$    (0.97)	$   (0.57)	$    (3.00)
Pro forma	$    (1.04)	$   (0.64)	$    (3.09)

Recently Issued Accounting Guidance

Accounting for Asset Retirement Obligations
In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 143, Accounting for Asset Retirement Obligations, which is effective January 1, 2003.  SFAS No. 143 requires legal obligations associated with the retirement of long-lived assets to be recognized at their fair value at the time that the obligations are incurred.  Application of the new rules is expected to result in an increase in net property, plant and equipment of $34.0 million, recognition of a net additional asset retirement obligation liability of $48.8 million, and a charge for the cumulative effect of a change in accounting principle that will reduce net income and stockholder's equity by $4.9 million, net of minority interest and taxes, in the first quarter of 2003.

Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections
In December 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.  SFAS No. 145, which is effective for the Company on January 1, 2003, rescinds the previous requirement under generally accepted accounting principles (GAAP) that gains or losses from the early extinguishment of debt be classified as an extraordinary item on the Consolidated Statement of Operations.  Upon adoption, the Company is also required to adjust prior year financial statements to reflect this reclassification.

Guarantor's Accounting for Guarantees
In November 2002, the FASB issued FASB Interpretation (FIN) No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.  FIN No. 45 clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee.  The Company will adopt the provisions of FIN No. 45 on January 1, 2003 for all new or amended guarantees subsequent to that date.  See Note 14 for the related disclosures.

2.    ACCOUNTING FOR GOODWILL

On January 1, 2002, the Company adopted SFAS No. 142.  Under the new rules, goodwill is no longer amortized but is subject to annual impairment tests.  The Company completed its transitional and annual impairment tests as of January 1, 2002 and October 1, 2002 as prescribed by SFAS No. 142, which indicated that no impairment of goodwill existed.  The portion of goodwill which was attributable to IMC PhosFeed (PhosFeed) and IMC Potash (Potash) was $292.4 million and $26.6 million, respectively, as of December 31, 2002 and 2001.  The accumulated amortization for goodwill was $64.9 million as of December 31, 2002 and 2001.

The following is a reconciliation of 2001 and 2000 net loss and basic and diluted loss per share between the amounts previously reported by the Company and the adjusted amounts that would have been reported if SFAS No. 142 had been applied in prior periods.

	Year ended December 31, 2001	Year ended December 31, 2000
Loss before extraordinary item and cumulative effect of a change in accounting principle:
Reported loss before extraordinary item and cumulative effect of a change in     accounting principle	$     (27.9)	$   (345.0)
Goodwill amortization	10.2	16.8
Adjusted loss before extraordinary item and cumulative effect of a change in     accounting principle	$     (17.7)	$    (328.2)
Net loss:
Reported net loss	$     (66.5)	$    (345.0)
Goodwill amortization	10.2	16.8
Adjusted net loss	$     (56.3)	$    (328.2)
Basic and diluted loss per share:
Reported loss per share before extraordinary item and cumulative effect of a         change in accounting principle	$  (0.24)	$   (3.00)
Goodwill amortization per share	0.09	0.15
Adjusted loss per share before extraordinary item and cumulative effect of a         change in accounting principle	$   (0.15)	$   (2.85)
Reported net loss per share	$   (0.57)	$    (3.00)
Goodwill amortization per share	0.09	0.15
Adjusted net loss per share	$   (0.48)	$    (2.85)

3.     RESTRUCTURING ACTIVITY

2001 Restructuring Charges
In the first quarter of 2001, the Company announced a new organizational structure (Reorganization Plan), primarily comprised of a shift to a more functional organization structure, which resulted in business unit and corporate headcount reductions. As a result, in the first quarter of 2001 the Company recorded a restructuring charge of $4.6 million, $2.4 million after tax and minority interest, or $0.02 per share.  A total of 74 employees were terminated and left the Company prior to December 31, 2001.  Substantially all of the severance payments have been disbursed as of December 31, 2002.

As part of the Company's plan to improve profitability (Project Profit), the Company sold its urea plant to a third party buyer (Buyer).  The effective operation of this plant was dependent upon receiving services from the Company's remaining Louisiana operations.  The Louisiana operations were idled for the first half of 2001, which impacted the ability of the urea plant to operate.  In the third quarter of 2001, the Company repurchased the plant from the Buyer and shut the plant down permanently.  Total costs to repurchase the plant and accrue for demolition costs were $6.4 million, $3.1 million after tax and minority interest, or $0.03 per share, which resulted in a 2001 restructuring charge.  This activity was recorded in the third quarter of 2001 as an increase to the restructuring charge previously recorded for Project Profit.

2000 Restructuring Activity
As part of Project Profit, the Company had written off certain assets in 1998.  However, in 2000, some of these assets, including the urea plant referred to above, were sold to third parties resulting in a restructuring gain of $1.2 million, $0.6 million after tax and minority interest.  This activity was recorded as an adjustment to the restructuring charge previously recognized for Project Profit.

1999 Restructuring Charge
In 1999, the Company announced and began implementing a Company-wide rightsizing program (Rightsizing Program), which was designed to simplify and focus the Company's core businesses.  The key components of the Rightsizing Program were: (i) the shutdown and permanent closure of the Nichols and Payne Creek facilities at PhosFeed resulting from an optimization program to reduce rock and concentrate production costs through higher utilization rates at the lowest-cost facilities; (ii) an asset rightsizing program at Potash resulting from a revised mine plan; and (iii) corporate and business unit headcount reductions. 

Activity in 2002 related to accruals from continuing operations for the restructuring plans noted above was as follows:

	Accrual as of January 1, 2002	Non-cash Chargesa	Cash Paid	Accrual as of December 31,   2002
Non-employee exit costs:
Demolition and closure costs	$   33.1	$     2.0	$  (12.9)	$   22.2
Employee headcount reductions:
Severance benefits	3.5	-	(1.3)	2.2
Total	$   36.6	$     2.0	$  (14.2)	$   24.4

^aRepresents accretion of the recorded liability.

Non-Employee Exit Costs
As a result of the decision to permanently close certain facilities and production operations described above, the Company recorded closure costs for demolition activities and incremental environmental land reclamation of the surrounding mined-out areas.  All facilities were closed and the Company expects all demolition, closure and reclamation activities to be completed by the end of 2014.

Employee Headcount Reductions
As part of the Reorganization Plan, Rightsizing Program and Project Profit, headcount reductions were implemented throughout the Company.  The majority of these reductions were a result of the closing and/or exiting of production operations, as discussed above.  A total of 1,841 employees were terminated. The majority of the remaining severance payments will be made over the next twelve months.

The activity related to accruals for the Company's restructuring programs during 2001 consisted of a beginning balance of $51.4 million reduced by cash payments of $25.8 million and increased by $11.0 million from the Reorganization Plan and urea plant repurchase.  The activity related to accruals for the Company's restructuring programs during 2000 consisted of a beginning balance of $110.9 million reduced by cash payments of $59.5 million.

All restructuring activity was recorded as a separate line item on the Consolidated Statement of Operations.

4.     DISCONTINUED OPERATIONS

Salt and Ogden
On November 29, 2001, the Company completed the sale of Salt and Ogden to a third party.  IMC received approximately $580.0 million of cash, as well as a minority economic interest in the resulting company. The minority economic interest was recorded at no value due to significant restrictions on the Company's ability to realize a return on this investment in the future.  Value can be achieved if the new company exceeds certain minimum targeted returns.  IMC recorded an additional $21.1 million loss in connection with the sale before 2001 earnings from discontinued operations of $22.2 million.  No tax benefit was recorded with this loss as the loss was considered a capital loss.  The Company had previously recorded an estimated loss on disposal in 2000 of $611.7 million, $402.7 million after tax.  In 2002, the Company recorded an adjustment to the loss on disposal of $3.0 million, $1.9 million after tax.

For 2001 and 2000, Salt and Ogden's combined revenues were $450.0 million and $494.2 million, respectively.  The operations of Salt and Ogden resulted in pre-tax earnings of $46.7 million and $19.7 million or $22.2 million and $11.0 million after tax, in 2001 and 2000, respectively.

Interest expense was allocated to discontinued operating results based on the portion of third party debt that was specifically attributable to Salt and Ogden and amounted to $12.3 million and $47.1 million in 2001 and 2000, respectively. 

Chemicals
In December 1999, the Company received approval from the Board of Directors for a plan to sell the entire Chemicals business unit.  On November 5, 2001, the Company sold Penrice Soda Products Pty. Ltd. (Penrice), an Australian unit of Chemicals.  The Company recorded a gain of $0.7 million in 2001 from the Penrice sale.    

During 2002, the Company increased the previously recorded estimated loss on disposal of the remaining parts of Chemicals by $147.9 million, or $85.9 million after tax, including forecasted operating results through June 30, 2003 as well as revised estimates of sales proceeds. The Company had previously recorded estimated losses on disposal in 2001, 2000 and 1999 of $10.0 million, $49.1 million and $138.1 million or $4.6 million, $32.1 million and $85.6 million after tax, respectively. 

For 2002, 2001 and 2000, Chemicals' revenues were $253.3 million, $305.1 million and $329.6 million, respectively.  The operations of Chemicals resulted in pre-tax losses of $9.7 million, $34.3 million and $16.5 million or $8.6 million, $15.9 million and $6.1 million after tax, in 2002, 2001 and 2000, respectively.  Interest expense was allocated to discontinued operating results based on the portion of third party debt that is specifically attributable to Chemicals and amounted to $10.8 million, $39.6 million and $19.2 million in 2002, 2001 and 2000, respectively.

The Company is actively pursuing sales transactions for the remaining parts of Chemicals and targets completion of all or a substantial portion of the remaining parts by June 30, 2003.  Subsequent to December 31, 2002, the Company has announced the sale of the sodium bicarbonate portion of Chemicals for approximately $20.6 million.  On January 1, 2002, the Company adopted SFAS No. 144.  SFAS No. 144 provides that long-lived assets classified as held for disposal as a result of disposal activities initiated prior to its adoption shall continue to be accounted for in accordance with the prior pronouncement applicable to those assets so long as certain criteria in SFAS No. 144 were met as of December 31, 2002.  The Company has determined the SFAS No. 144 criteria were met for Chemicals and will continue to account for Chemicals in accordance with Accounting Principles Board Opinion No. 30.

Oil and Gas Operations
In the fourth quarter of 1999, the Company decided to discontinue its oil and gas business, which primarily consisted of PLP's interest in a multi-year oil and natural gas exploration program (Exploration Program).  The Company sold its interest, through PLP, in the Exploration Program for proceeds of $32.0 million.  A loss on disposal of $22.4 million, $6.7 million after tax and minority interest of $4.6 million and $11.1 million, respectively, was recorded in the fourth quarter of 1999.  In the fourth quarter of 2001, the Company recorded a gain of $24.0 million, $18.7 million after tax, from the disposal of its remaining oil and gas interests. 

For financial reporting purposes, the net assets of the Chemicals discontinued operations held for sale have been classified in Other current assets in 2002 and Other assets in 2001 and consisted of the following:

	2002	2001
Assets:
Receivables, net	$    44.5	$   46.4
Inventories, net	43.2	43.2
Other current assets	1.0	8.4
Property, plant and equipment, net	2.2	119.2
Other assets	6.3	6.2
Total assets	97.2	223.4
Liabilities:
Accounts payable	26.9	32.8
Accrued liabilities	27.9	29.3
Other noncurrent liabilities	19.1	16.9
Total liabilities	73.9	79.0
Net assets of discontinued operations held for sale	$     23.3	$ 144.4

5.    EARNINGS PER SHARE

The numerator for both basic and diluted earnings per share (EPS) is net loss.  The denominator for basic EPS is the weighted-average number of shares outstanding during the period (Denominator).  The following is a reconciliation of the Denominator for the basic and diluted earnings per share computations:

	2002	2001	2000
Basic EPS shares	114.6	114.5	114.4
Effect of dilutive stock options	-	-	0.4
Diluted EPS shares	114.6	114.5	114.8

Common shares issuable upon the exercise of options were not included in the computation of diluted earnings per share in 2002 and 2001 because the Company incurred a net loss from continuing operations and, therefore, the effect of their inclusion was antidilutive.  Options to purchase approximately 10.4 million shares of common stock as of December 31, 2000, were not included in the computation of diluted EPS, because the exercise price was greater than the average market price of the Company's common stock and, therefore, the effect of their inclusion would be antidilutive.  In addition, 1.2 million shares for 2001 related to the Forward were also not included in the computation of diluted EPS because the effect of their inclusion would be antidilutive.

6.     DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS

Receivables:

	2002	2001
Trade	$  170.5	$  202.6
Non-trade	15.3	21.2
	185.8	223.8
Less:  Allowances	(6.8)	(6.2)
Receivables, net	$  179.0	$  217.6

The carrying amount of accounts receivable was equal to the estimated fair value of such assets due to their short maturity.

Inventories:

	2002	2001
Products (principally finished)	$  282.7	$  232.4
Operating materials and supplies	71.0	65.3
	353.7	297.7
Less: Allowances	(4.6)	(5.4)
Inventories, net	$  349.1	$  292.3

Property, plant and equipment:

	2002	2001
Land	$      97.6	$      93.8
Mineral properties and rights	820.2	789.8
Buildings and leasehold improvements	529.1	507.9
Machinery and equipment	2,907.8	2,858.5
Construction-in-progress	69.8	82.6
	4,424.5	4,332.6
Less:  Accumulated depreciation and depletion	(2,123.8)	(2,024.0)
Property, plant and equipment, net	$ 2,300.7	$ 2,308.6

Depreciation and depletion expense was $163.6 million, $147.0 million and $155.8 million for 2002, 2001 and 2000, respectively. 

As of December31, 2002, idle facilities of the Company included one concentrated phosphate granulation plant, and the acid production facilities at another concentrated phosphate plant, which will remain closed subject to improved market conditions.  The net book value of these facilities totaled $65.3 million.  In the opinion of management, the net book value of the Company's idle facilities is not in excess of their net realizable values.

Other assets:

	2002	2001
Net assets held for sale (Note 4)	$           - -	$   144.4
Excess distributions to PLP unitholders	185.0	168.7
Other	132.4	155.0
Other assets	$   317.4	$   468.1

Excess distributions to PLP unitholders represents cumulative distributions in excess of investment and earnings of PLP unitholders over the life of the partnership.

Accrued liabilities:

	2002	2001
Interest	$     37.2	$     45.4
Taxes, income and other	62.0	56.0
Restructuring (Note 3)	10.9	17.0
Payroll and employee benefits	31.3	24.4
Other	49.1	99.3
Accrued liabilities	$   190.5	$   242.1

Other noncurrent liabilities:

	2002	2001
Employee and retiree benefits	$   334.5	$   274.3
Environmental	117.0	100.3
Restructuring (Note 3)	13.5	19.6
Other	106.0	139.1
Other noncurrent liabilities	$   571.0	$   533.3

7.    COMPREHENSIVE INCOME

Accumulated other comprehensive loss consists of the following:

	2002	2001
Foreign currency translation adjustment	$   (74.4)	$   (75.5)
Net unrealized gains (losses) on derivative instruments	2.9	(16.6)
Minimum pension liability	(74.9)	(25.0)
Total	$ (146.4)	$ (117.1)

A summary of components of other comprehensive loss reported on the Consolidated Statement of Stockholders' Equity for the years ended December 31, 2002, 2001 and 2000, is as follows:

	Before-tax amount	Income Tax	After-tax amount
December 31, 2002
Foreign currency translation adjustment	$      1.1	$         -	$      1.1
Net unrealized gains (losses) on derivative instruments	30.2	(10.7)	19.5
Minimum pension liability	(95.7)	45.8	(49.9)
Total	$  (64.4)	$   35.1	$  (29.3)
December 31, 2001
Foreign currency translation adjustment	$  (16.9)	$         -	$  (16.9)
Cumulative effect of adopting SFAS No. 133	4.8	(1.9)	2.9
Net unrealized gains (losses) on derivative instruments	(30.3)	10.8	(19.5)
Minimum pension liability	(25.0)	-	(25.0)
Total	$  (67.4)	$     8.9	$  (58.5)
December 31, 2000
Foreign currency translation adjustment	$  (21.3)	$         -	$  (21.3)
Total	$  (21.3)	$         -	$  (21.3)

8.     FINANCING ARRANGEMENTS

Total indebtedness as of December 31, 2002 was $2,271.5 million, a decrease of $20.0 million from total indebtedness as of December 31, 2001 of $2,291.5 million.  The reduction in total indebtedness primarily resulted from the following: (i) the partial repurchase of the 6.50 percent senior notes due August 2003; (ii) the purchase by the Company of the lessors' interest in the Argus sale/leaseback arrangement of the Company's discontinued Chemicals' business (Argus Lease), partially offset by (iii) an additional $117.5 million of the 11.25 percent senior notes due 2011 (December Note Offering) which resulted in net cash proceeds of $124.9 million; and (iv) net proceeds of $28.0 million from revolving credit facilities.

Short-term borrowings were $3.7 million and $3.8 million as of December 31, 2002 and 2001, respectively, which primarily consisted of bank debt.  The weighted average interest rate on short-term borrowings was 8.5 percent and 11.9 percent for 2002 and 2001, respectively.

Long-term debt as of December 31 consisted of the following:

	2002	2001
Notes and debentures due 2002-2028, with interest rates ranging   from 6.50% to 11.25%	$1,933.4	$1,915.5
Term loan facility	261.1	263.8
Industrial revenue bonds, maturing through 2022, with interest   rates ranging from 1.07% to 7.70%	27.1	32.9
Revolving credit facilities, with variable interest rates	28.0	-
Other debt	18.2	75.5
	2,267.8	2,287.7
Less: Current maturities	102.5	71.6
Total long-term debt, less current maturities	$2,165.3	$2,216.1

The revolving credit facilities were classified as long-term as of December 31, 2002 because they were supported by a long-term credit facility.

During the first quarter of 2002, the Company purchased the lessors' interests in the Argus Lease for an aggregate cash payment of $68.3 million.  The Company also completed the tender for $296.1 million principal amount of its 7.40 percent senior notes due November 2002 for an aggregate cash payment of $307.2 million, and the Company issued 5.4 million shares of common stock for net cash proceeds of $67.9 million.  The proceeds of the common stock offering, together with $12.2 million of cash on hand, were used to acquire 5.4 million shares of stock pursuant to the Company's Forward.  This transaction resulted in the termination of the Forward.

From July 1, 2002 through October 29, 2002 the Company repurchased $101.7 million principal amount of its 6.50 percent senior notes due August 2003 through open market purchases at various prices.  Aggregate cash payments totaled $102.3 million.  These repurchases were funded from a portion of the proceeds of the sale of Salt and Ogden in November 2001 that had been placed into escrow for such purpose.

In May 2001, the Company entered into a new senior secured credit facility pursuant to a credit agreement.  The new credit facility, as amended and restated (New Credit Facility) consists of a revolving credit facility (Revolving Credit Facility) of up to $210.0 million available for revolving credit loans and letters of credit and of a term loan facility (Term Loan Facility) of approximately $260.0 million.  As of December 31, 2002, the Company had a total of $28.0 million drawn under the Revolving Credit Facility, outstanding letters of credit totaling $83.4 million, $2.6 million of which do not reduce availability under the Revolving Credit Facility, and $261.1 million outstanding under the Term Loan Facility.  The net available additional borrowings under the Revolving Credit Facility as of December 31, 2002, were approximately $101.2 million.  The New Credit Facility contains certain covenants that limit matters, including capital expenditures, the payment of dividends, and repurchases or redemptions of capital stock.  Under the covenants limiting the payment of dividends, as of December 31, 2002, the Company had $4.2 million available for the payment of cash dividends with respect to its common stock before payment of the $2.3 million dividend declared in February 2003.  After payment of the dividend, the Company will have $1.9 million available for the future payment of cash dividends under such covenant.  The amount available for payment of dividends under this covenant is increased by 25 percent of cumulative Consolidated Net Income (as defined) for each fiscal year.  Additionally, after the payment of any future cash dividends on common stock, the Company must have at least $50.0 million of additional borrowings available under the Revolving Credit Facility. 

Concurrent with the closing of the New Credit Facility, the Company issued $400.0 million aggregate principal amount of 10.875 percent senior notes due 2008 (Seven Year Notes) and $200.0 million aggregate principal amount of 11.25 percent senior notes due 2011 (Ten Year Notes).  On November 2, 2001, the Company issued an additional $100.0 million of the Ten Year Notes (November Note Offering).  On December 10, 2002, the Company completed the December Note Offering (together with the Seven Year Notes, the Ten Year Notes and the November Note Offering, Notes).  The proceeds of the December Note Offering were used: (i) to redeem all the remaining $98.3 million of the 6.50 percent senior notes due August 1, 2003 (Senior Notes), which resulted in a charge of approximately $3.0 million for early debt retirement, in January 2003; (ii) pay related fees and expenses; and (iii) for general corporate purposes.  The restricted cash balance as of December 31, 2002, was primarily used for the redemption of the Senior Notes.  The indentures under which the Notes were issued also contain covenants that limit certain matters.  In addition, prior to the time that the Notes receive an investment grade rating from both Standard & Poor's Ratings Group as well as Moody's Investor's Services Inc. and the fall-away event is satisfied, covenants contained in the indentures limit the Company's ability and the ability of its restricted subsidiaries to, among other things, pay dividends on, redeem or repurchase the Company's capital stock.  If the Company experiences specific kinds of changes of control prior to the fall-away event, holders of the Notes will have the right to require the Company to purchase their Notes, in whole or in part, at a price equal to 101 percent of the principal amount thereon, together with any accrued or unpaid interest to the date of purchase.

The Revolving Credit Facility will mature on May 17, 2006 while the Term Loan Facility will mature on November 17, 2006.  However, if the Company's $300.0 million of 7.625 percent senior notes due 2005 and $150.0 million of 6.55 percent senior notes due 2005 have not been fully refinanced prior to October 15, 2004, both the Revolving Credit Facility and the Term Loan Facility will mature on October 15, 2004.  Prior to the maturity date of the Revolving Credit Facility, funds may be borrowed, repaid and reborrowed under the Revolving Credit Facility without premium or penalty.  Amounts repaid in respect of the Term Loan Facility may not be reborrowed. 

The New Credit Facility is guaranteed by substantially all of the Company's direct and indirect domestic subsidiaries, as well as by certain direct and indirect foreign subsidiaries.  The New Credit Facility is secured by: (i) a pledge of certain equity interests and intercompany debt held by the Company and the subsidiary guarantors in their subsidiaries; (ii) a security interest in accounts receivable and inventory; and (iii) mortgages on certain of the Company's potash mining and production facilities, with a net book value of $254.6 million as of December 31, 2002.

The New Credit Facility requires the Company to meet certain financial tests, including, but not limited to, a maximum total leverage ratio, a maximum secured leverage ratio, a minimum interest coverage ratio and a maximum ratio of the sum of certain secured obligations as of any date to the collateral coverage amount (as defined in the New Credit Facility).  Certain of such tests were amended on February 21, 2003 (February Amendment).  Among other things, in general the February Amendment reduced the maximum permitted aggregate annual amount of capital expenditures, joint venture investments and certain monetary acquisitions the Company and its subsidiaries may make to $160.0 million for 2003 and $250.0 million thereafter.  In addition, the maximum aggregate monetary acquisition consideration for certain types of future business acquisitions was limited to $10.0 million.  The February Amendment also modifies the existing limitations on indebtedness to allow for a new secured financing up to $55.0 million.  Upon completion of such a facility, availability under the Revolving Credit Facility would, subject to certain exceptions, be restricted to $185.0 million, with the remaining $25.0 million made available upon a written consent of the required lenders.  The Company expects to be in compliance with the provisions of the New Credit Facility as amended by the February Amendment throughout 2003.  Interest rates associated with the Term Loan Facility and the Revolving Credit Facility vary depending upon the Company's leverage ratio.  With respect to the Revolving Credit Facility, interest on this loan is calculated at either prime plus 150.0 to 225.0 basis points (depending on the Company's leverage ratio) or LIBOR plus 250.0 to 325.0 basis points (depending on the Company's leverage ratio).  With respect to the Term Loan Facility, interest on such loans is calculated at either prime plus 275.0 to 300.0 basis points or LIBOR plus 375.0 to 400.0 basis points.  Based on the amended pricing, the Revolving Credit Facility and the Term Loan Facility bear interest at LIBOR plus 325.0 basis points and LIBOR plus 400.0 basis points, respectively, as of December 31, 2002, which reflects a 25.0 basis point increase as a result of the February Amendment.

The Notes are guaranteed by the same subsidiaries of the Company that guaranteed the New Credit Facility, except IMC Phosphates MP Inc. (MP Co.) which has been designated as an unrestricted subsidiary and is, therefore, not a guarantor of the Notes.  MP Co. has immaterial assets and income and is the managing general partner of IMC Phosphates (Note 17).

As of December 31, 2002, the estimated fair value of long-term debt was approximately $74.7 million less than the carrying amount of such debt.  The fair value was estimated based on each debt instrument's market price as of December 31, 2002.

The Company recorded an extraordinary charge of $0.6 million, or $0.01 per share, and $14.1 million, or $0.12 per share, in 2002 and 2001, respectively, pertaining to the early extinguishment of debt.

Cash interest payments were $189.7 million, $204.8 million and $171.8 million for 2002, 2001 and 2000, respectively.

Scheduled maturities, excluding revolving credit facilities, were as follows:

2003	$    102.5
2004	$    10.0
2005	$   454.3
2006	$    262.6
2007	$    151.5
Thereafter	$ 1,258.9

9.     PENSION PLANS AND OTHER BENEFITS

The Company has non-contributory pension plans for a majority of its employees.  Benefits are based on a combination of years of service and compensation levels, depending on the plan.  Generally, contributions to the United States plans are made to meet minimum funding requirements of the Employee Retirement Income Security Act of 1974, while contributions to Canadian plans are made in accordance with Pension Benefits Acts instituted by the provinces of Saskatchewan and Ontario.  Certain employees in the United States and Canada, whose pension benefits exceed Internal Revenue Code and Revenue Canada limitations, respectively, are covered by supplementary non-qualified, unfunded pension plans.

The plans' assets consist mainly of corporate equity securities, United States government securities, corporate debt securities, international equity securities, real estate investment funds and units of participation in a collective short-term investment fund.

The Company also provides certain health care benefit plans for certain retired employees (Benefit Plans).  The Benefit Plans may be either contributory or non-contributory and contain certain other cost-sharing features such as deductibles and coinsurance.  The Benefit Plans are unfunded.  Employees are not vested and such benefits are subject to change.

The following table sets forth pension and postretirement obligations as well as plan assets for the Company's defined benefit plans, based on a September 30 measurement date, as of December 31:

	Pension Benefits		Other Benefits
	2002	2001	2002	2001
Change in benefit obligation:
Benefit obligation as of January 1	$  397.2	$  370.4	$   194.4	$  186.7
Service cost	8.3	8.0	2.0	1.9
Interest cost	28.9	28.2	13.9	13.5
Plan amendment	-	5.1	-	-
Effect of settlements	-	(0.6)	-	-
Actuarial loss	22.7	8.0	20.8	6.3
Benefits paid	(20.5)	(18.5)	(15.7)	(14.5)
Other	(0.4)	(3.4)	1.1	0.5
Benefit obligation as of December 31	$  436.2	$  397.2	$  216.5	$  194.4
Change in plan assets:
Fair value as of January 1	$  331.0	$  407.4	$          -	$         -
Actual return	(31.8)	(56.7)	-	-
Company contribution	12.3	3.8	14.6	13.9
Effect of settlements	-	(1.5)	-	-
Benefits paid	(20.5)	(18.5)	(15.7)	(14.5)
Other	(0.3)	(3.5)	1.1	0.6
Fair value as of December 31	$   290.7	$  331.0	$         -	$         -
Funded status of the plan	$(145.5)	$  (66.2)	$ (216.5)	$ (194.4)
Unrecognized net loss	163.2	73.6	20.9	0.1
Unrecognized transition asset	(0.6)	(0.7)	(1.2)	(1.3)
Unrecognized prior service (benefit) cost	19.6	22.4	(3.8)	(4.7)
Prepaid (accrued) benefit cost	$    36.7	$    29.1	$ (200.6)	$ (200.3)
Amounts recognized in the consolidated balance sheet:
Prepaid benefit cost	$      0.7	$    55.1	$          -	$          -
Accrued benefit liability	(104.0)	(71.0)	(200.6)	(200.3)
Intangible asset	19.3	20.0	-	-
Accumulated other comprehensive loss (pre-tax)	120.7	25.0	-	-
Total recognized	$    36.7	$    29.1	$ (200.6)	$    (200.3)

The settlement amounts were attributable to the divestiture of Salt, which was completed in November 2001 (Note 4).

Amounts applicable to pension plans with accumulated benefit obligations and projected benefit obligations in excess of plan assets were as follows:

	2002	2001
Projected benefit obligation	$   428.3	$   228.8
Accumulated benefit obligation	$   382.2	$   193.8
Fair value of plan assets	$   283.4	$   138.4

In addition, amounts applicable to pension plans with only a projected benefit obligation in excess of plan assets were a projected benefit obligation of $7.9 million and $27.2 million and fair value of plan assets of $7.3 million and $25.3 million in 2002 and 2001, respectively.

The Company's weighted-average actuarial assumptions were as follows:

	Pension Benefits		Other Benefits
	2002	2001	2002	2001
Discount rate	6.95%	7.40%	7.00%	7.50%
Expected return on plan assets	9.00%	9.39%	-	-
Rate of compensation increase	4.63%	4.68%	-	-

For measurement purposes, a 10.0 percent annual rate of increase in the per capita cost of covered pre-65 health care benefits was assumed for 2002, decreasing gradually to 5.0 percent in 2007 and thereafter; and a 10.5 percent annual rate of increase in the per capita cost of covered post-65 health care benefits was assumed for 2002, decreasing gradually to 5.5 percent in 2007 and thereafter.

The components of net pension and other benefits costs were:

	Pension Benefits			Other Benefits
	2002	2001	2000	2002	2001	2000
Service cost for benefits earned during the year	$    8.3	$    8.0	$    8.0	$    2.0	$    1.9	$    2.0
Interest cost on projected benefit obligation	28.9	28.2	26.6	13.9	13.5	13.4
Return on plan assets	(36.1)	(36.9)	(32.1)	-	-	-
Net amortization and deferral	3.5	2.2	1.9	(1.1)	(1.7)	(1.4)
Curtailments and settlements	-	1.0	-	-	0.3	-
Net pension and other benefits expense	$    4.6	$    2.5	$    4.4	$  14.8	$  14.0	$  14.0

The assumed health care cost trend rate has a significant effect on the amounts reported.  A one-percentage-point change in the assumed health care cost trend rate would have the following effects:

	One Percentage Point Increase	One Percentage Point Decrease
Effect on total service and interest cost components	$    0.8	$   (0.7)
Effect on postretirement benefit obligation	$  16.0	$   (14.8)

The Company has defined contribution and pre-tax savings plans (Savings Plans) for certain of its employees in the United States and Canada.  Under each of the Savings Plans, participants are permitted to defer a portion of their compensation.  Company contributions to the Savings Plans are based on a percentage of employee contributions. The Savings Plans for salaried and non-union hourly employees have a profit sharing feature.  The Company contribution to the profit sharing feature is based on the employee's age and pay and the Company's financial performance.  The expense attributable to these Savings Plans was $10.5 million, $9.1 million and $8.8 million in 2002, 2001 and 2000, respectively.

In addition, the Company provides benefits such as workers' compensation and disability to certain formeror inactive employees after employment but before retirement.

10.   INCOME TAXES

The provision (benefit) for income taxes from continuing operations for the years ended December 31 consisted of the following:

	2002	2001	2000
Current:
Federal	$      2.0	$         -	$         -
State and local	1.0	-	-
Foreign	58.7	50.0	44.0
	61.7	50.0	44.0
Deferred:
Federal	(21.4)	(55.4)	(17.5)
State and local	(5.7)	(6.5)	(5.4)
Foreign	(4.5)	9.1	25.7
	(31.6)	(52.8)	2.8
Provision (benefit) for income taxes	$    30.1	$    (2.8)	$   46.8

The components of earnings (loss) from continuing operations before income taxes, and the effects of significant adjustments to tax computed at the federal statutory rate, were as follows:

	2002	2001	2000
Domestic earnings (loss)	$  (90.2)	$ (148.9)	$      2.1
Foreign earnings	107.1	118.2	129.0
Earnings (loss) from continuing operations before income taxes	$    16.9	$   (30.7)	$  131.1
Computed tax at the federal statutory rate of 35%	$      5.9	$   (10.8)	$    45.9
Foreign income and withholding taxes	26.8	38.0	35.7
Percentage depletion in excess of basis	(30.3)	(32.2)	(42.1)
State income taxes, net of federal income tax benefit	(3.1)	(4.2)	(3.5)
Benefit of foreign sales corporation / ETI deduction	(0.4)	(1.3)	(2.0)
Amortization of goodwill	-	3.0	3.1
Adjustment to prior year tax reserves	6.1	10.0	-
Impact of net operating loss carryback	24.7	-	-
Other items (none in excess of 5% of computed tax)	0.4	(5.3)	9.7
Provision (benefit) for income taxes	$   30.1	$    (2.8)	$   46.8
Effective tax rate	n/m	n/m	35.7%

n/m - - not meaningful.

The Company has no present intention of remitting undistributed earnings of foreign subsidiaries aggregating $311.0 million as of December 31, 2002, and accordingly, no deferred tax liability has been established relative to these earnings.  If these amounts were not considered permanently reinvested, a deferred tax liability of $15.2 million would have been required.

Income taxes paid, net of refunds received, were $48.1 million, $48.9 million and $28.0 million for 2002, 2001 and 2000, respectively.

Significant components of the Company's deferred tax liabilities and assets as of December 31 were as follows:

	2002	2001
Deferred tax liabilities:
Property, plant and equipment	$   (209.9)	$   (224.9)
Partnership tax basis differences	(318.4)	(341.3)
Other liabilities	(120.3)	(222.8)
Total deferred tax liabilities	(648.6)	(789.0)
Deferred tax assets:
Alternative minimum tax credit carryforwards	138.6	154.7
Capital loss carryforwards	116.4	122.5
Net operating loss carryforwards	158.7	242.9
Foreign tax credit carryforwards	131.1	77.9
Employee and retiree benefits	76.5	35.5
Reclamation and decommissioning accruals	34.0	31.6
Restructuring charges	14.9	37.7
Discontinued operations	81.6	22.0
Other assets	104.6	111.4
Subtotal	856.4	836.2
Valuation allowance	(253.8)	(209.4)
Total deferred tax assets	602.6	626.8
Net deferred tax liabilities	$   (46.0)	$   (162.2)

As of December 31, 2002, the Company had estimated carryforwards for tax purposes as follows: alternative minimum tax credits of $138.6 million; net operating losses of $402.7 million; capital losses of $306.2 million; foreign tax credits of $131.1 million and investment tax credit and other general business credits of $5.1 million.

In March 2003, the Company elected to carry back a federal tax net operating loss under a federal tax law provision enacted in 2002 which allows such loss to be carried back five years rather than the normal two year period, which election is expected to result in a cash refund of approximately $30.0 million.  The carryback has the effect of converting tax credits previously utilized into tax credit carryforwards for which the Company does not record current benefits, resulting in a charge.  As a result, the Provision for income taxes includes a charge of $24.7 million.  Under applicable GAAP, the effect of this decision has been recognized in the 2002 consolidated financial statements.

The alternative minimum tax credit carryforwards can be carried forward indefinitely.  The net operating loss carryforwards have expiration dates ranging from 2007 through 2022.  The capital loss carryforwards expire in 2007.  The foreign tax credit carryforwards have expiration dates ranging from 2003 through 2007.  The investment tax credit and other general business credit carryforwards have expiration dates ranging from 2003 through 2006.  

Some of these carryforward benefits may be subject to limitations imposed by the Internal Revenue Code.  Due to the uncertainty of the realization of certain tax carryforwards, the Company has established a valuation allowance against these carryforward benefits in the amount of $253.8 million.  The increase in the valuation allowance of $44.4 million during 2002 resulted from changes in the estimated amounts of certain tax carryforwards for which a valuation allowance has been established.  Except to the extent that valuation allowances have been established, the Company believes these limitations will not prevent the carryforward benefits from being realized.

11.   CAPITAL STOCK

Pursuant to a Stockholder Rights Plan adopted by the Company in May 1999, a dividend of one preferred stock purchase right (Right) for each outstanding share of common stock of the Company was issued on June 21, 1999 to stockholders of record on that date.  Under certain conditions, each Right may be exercised to purchase one one-thousandth of a share of Series D Junior Participating Preferred Stock, par value $1 per share, at a price of $90, subject to adjustment.  Each one one-thousandth share of this preferred stock is designed to participate in dividends and vote on essentially equivalent terms with a whole share of common stock.  The Rights generally become exercisable apart from the common stock only if a person or group acquires 15 percent or more of the outstanding common stock, or commences a tender offer for 15 percent or more of the outstanding common stock.  After the acquisition by a person or group of 15 percent or more of the outstanding common stock, or a tender offer for 15 percent or more of the outstanding common stock, each Right will entitle the holder (other than the person or group making the acquisition or tender offer, whose rights become null and void) to purchase, at the then‑current exercise price of the Right, a number of shares of common stock having a market value at that time of twice the exercise price.  If the Company is acquired in a merger or other business combination transaction, or 50 percent or more of its consolidated assets or earnings power are sold after a person or group has become the owner of 15 percent or more of the Company's outstanding common stock, each holder of a Right will have the right to receive, upon exercise of the Right, the number of shares of common stock of the acquiring company that at the time of the transaction will have a market value of two times the exercise price of the Right. The Rights may be redeemed at a price of $0.01 per Right under certain circumstances prior to their expiration on June 21, 2009.  No event during 2002 made the Rights exercisable.

The Company may acquire shares of its stock on an ongoing basis, subject to the restrictions of the New Credit Facility and the indentures related to the Notes as set forth in Note 8,and is authorized as of December 31, 2002 to purchase up to 4.5 million shares.  In the first quarter of 2000, the Company's Board of Directors authorized the purchase of up to an additional 5.4 million shares through the use of the Forward executed by a third party financial institution.  Under this authorization, the Company entered into a forward repurchase contract pursuant to which a financial institution purchased the entire 5.4 million shares during the first quarter of 2000.  The Forward required the Company to: (i) repurchase the shares on or before March 18, 2002 at $14.73 per share; or (ii) provide for the public resale of those shares and either pay the difference between approximately $79.5 million and the net proceeds from that sale or issue to the financial institution additional shares of the Company's common stock to generate proceeds equal to such difference.

Management considers market conditions, alternate uses of cash and shareholder returns, among other factors, when evaluating share repurchases.

12.   STOCK PLANS

The Company has various stock plans (Stock Plans) under which it may grant non‑qualified stock options, stock appreciation rights (SARs) and restricted stock awards to officers and key managers of the Company, accounted for under APB No. 25, Accounting for Stock Issued to Employees.  The Company also has a non-qualified stock option plan for non-employee directors.  The Stock Plans, as amended, provide for the issuance of a maximum of 22.0 million shares of common stock of the Company, which may be authorized but unissued shares or treasury shares.

Under the terms of the Stock Plans, the option price per share may not be less than 100 percent of the fair market value of the Company's common stock on the date of the grant.  In general, stock options and SARs granted under the Stock Plans extend for ten years and generally become exercisable either 50 percent one year after the date of the grant and 100 percent two years after the date of the grant, or in one‑third increments: one‑third one year after the date of the grant, two‑thirds two years after the date of the grant and 100 percent three years after the date of the grant.  There were no SARs granted or exercised in 2002, 2001 or 2000.  When exercised, all SARs are settled with cash payments to employees.  The Company recognized expense for restricted stock awards of $1.1 million, $0.7 million and $0.3 million, net of tax, for the years ended December 31, 2002, 2001 and 2000, respectively.

The following table summarizes stock option activity:

	2002		2001		2000
	Shares	Weighted  Average Exercise Price	Shares	Weighted  Average Exercise Price	Shares	Weighted Average Exercise Price
Outstanding as of January 1	13,948,760	$  20.79	11,041,369	$  23.92	8,457,880	$  27.30
Granted	918,559	$  15.09	4,094,673	$  11.99	3,411,265	$  16.26
Exercised	-	$     -	-	$       -	18,527	$  12.65
Cancelled	1,076,899	$  26.17	1,187,282	$  19.55	809,249	$  27.19
Outstanding as of December 31	13,790,420	$  19.99	13,948,760	$  20.79	11,041,369	$  23.92
Exercisable as of December 31	9,559,172	$  23.13	8,605,175	$  25.48	7,350,663	$  26.48
Available for future grant as of  December 31	4,959,647		4,549,504		2,486,683

Data related to significant option ranges, weighted average exercise prices and contract lives as of December 31, 2002 was as follows:

	Options Outstanding			Options Exercisable
Range of Exercise Prices	Number of Options	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price	Number of Options	Weighted Average Exercise Price
$8.40 to $16.49	7,275,583	8 years	$13.11	3,059,335	$13.46
$16.50 to $24.99	3,355,054	4 years	$20.97	3,340,054	$20.98
$25.00 to $37.49	1,628,173	5 years	$31.07	1,628,173	$31.07
$37.50 to $40.88	1,531,610	4 years	$38.76	1,531,610	$38.76
	13,790,420	6 years	$19.99	9,559,172	$23.13

For the pro forma disclosures contained in Note 1, the estimated fair value of the options is amortized to expense over their vesting period.  Weighted average fair values of options as of their grant date during 2002, 2001 and 2000 were $5.03, $4.06 and $4.82, respectively.  Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion the existing models do not provide a reliable single measure of the value of the employee stock options.  The fair value of these options was estimated at the date of grant using the Black Scholes option pricing model using the following assumptions:

	2002	2001	2000
Expected dividend yield	0.66%	1.28%	1.58%
Expected stock price volatility	33.1%-33.5%	30.5%	28.4%
Risk-free interest rate (7 year government)	4.7%-5.1%	4.9%	5.3%
Expected life of options	6 years	6 years	6 years

13.   COMMITMENTS

The Company purchases sulphur, natural gas, ammonia, electricity and coal from third parties under contracts extending from one to four years.    Purchases under these contracts are generally based on prevailing market prices.  The Company has also entered into a five year transportation contract for rock and a ten year transportation and terminaling contract for sulphur.  

The Company leases plants, warehouses, terminals, office facilities, railcars and various types of equipment under operating leases with lease terms generally ranging from three to five years.

A schedule of future minimum long‑term purchase commitments, based on December 31, 2002 market prices, and minimum lease payments under non‑cancelable operating leases as of December 31, 2002 follows:

	Purchase Commitments	Operating Leases
2003	$  372.3	$   26.7
2004	112.6	24.9
2005	71.0	20.3
2006	27.9	14.2
2007	25.9	11.1
Subsequent years	64.2	22.1
	$  673.9	$  119.3

Rental expense for 2002, 2001 and 2000 amounted to $32.1 million, $26.6 million and $19.8 million, respectively.  Spending on purchase commitments for 2002, 2001 and 2000 amounted to $172.5 million, $232.5 million and $326.5 million, respectively.

International Minerals & Chemical (Canada) Global Limited, a wholly owned subsidiary of the Company, is committed under a service agreement with Potash Corporation of Saskatchewan Inc. (PCS) to produce annually from mineral reserves specified quantities of potash for a fixed fee plus a pro rata share of total production and capital costs at the potash mines located at Esterhazy, Saskatchewan.  The current agreement extends through June 30, 2006 and is renewable at the option of PCS for four additional five-year periods.  Potash to be produced for PCS may, at the option of PCS, amount to an annual maximum of approximately 1.05 million tons and a minimum of approximately 0.5 million tons per year.  Production of potash for PCS amounted to approximately 1.05 million tons in 2002, 0.9 million tons in 2001 and 0.8 million tons in 2000.  These tonnages represented 29 percent, 25 percent and 21 percent of the Esterhazy mines' total tons produced in 2002, 2001 and 2000, respectively.

In November 1998, Phosphate Chemicals Export Association, Inc. (PhosChem), of which IMC Phosphates is a member, reached a two-year agreement through the year 2000 to supply DAP to the China National Chemicals Import and Export Corporation (Sinochem). In September 2000, Sinochem exercised its option to extend the agreement until December 31, 2002.  This agreement was subsequently replaced by agreement of both parties in December 2001 for shipments in 2002.  In December 2001, PhosChem reached a one-year agreement through the year 2002 to supply DAP to the China National Agricultural Means of Production Group Corporation (CNAMPGC) and Sinochem.  Under each of the contracts' terms, Sinochem and CNAMPGC will receive monthly shipments at prices reflecting the market price at the time of shipment.  Sinochem and CNAMPGC are both state companies with government authority for the import of fertilizers into China.  In December 2002, a new agreement was reached with CNAMPGC for shipment through 2003 at similar volume and price terms. 

14.   CONTINGENCIES

Mining Risks
Since December 1985, the Company has experienced an inflow of water into one of its two interconnected potash mines located at Esterhazy, Saskatchewan.  As a result, the Company has incurred expenditures, certain of which, due to their nature, have been capitalized while others have been charged to expense, to control the inflow.  Since the initial discovery of the inflow, the Company has been able to meet all sales obligations from production at the mines.  The Company has considered alternatives to the operational methods employed at Esterhazy.  However, the procedures utilized to control the water inflow have proven successful to date, and the Company currently intends to continue conventional shaft mining.  Despite the relative success of these measures, there can be no assurance that the amounts required for remedial efforts will not increase in future years or that the water inflow, risk to employees or remediation costs will not increase to a level which would cause the Company to change its mining process or abandon the mines.

Pine Level Property Reserves
In October 1996, IMC Phosphates signed an agreement with Consolidated Minerals, Inc. (CMI) for the purchase of real property, Pine Level, containing approximately 100.0 million tons of phosphate rock reserves.  In connection with the purchase, IMC Phosphates agreed to obtain all environmental, regulatory and related permits necessary to commence mining on the property.

When the permits necessary to commence mining the property have been obtained, IMC Phosphates is obligated to pay CMI an initial royalty payment of $28.9 million (Initial Royalty).  In January 2002, IMC Phosphates exercised its option to extend the permitting period until October 3, 2004, at a cost of $7.2 million, plus interest charges, which will be applied toward the Initial Royalty.  In addition to the Initial Royalty, IMC Phosphates is required to pay CMI a mining royalty on phosphate rock mined from the property to the extent the permits are obtained.

On the earlier of (a) ten days after the necessary mining permits have been obtained, or (b) October 3, 2004, IMC Phosphates is required to either (i) pay CMI the remainder of the Initial Royalty amount (Remainder Payment) of $21.7 million; or (ii) give notice to CMI of IMC Phosphates' intent to not make the Remainder Payment, and CMI will have an option to repurchase the property.

USAC Contract
In March 1994, IMC Phosphates signed an agreement with U.S. Agri-Chemicals (USAC) to supply phosphate rock until 2004.  In November 1999, IMC Phosphates and USAC signed an agreement to extend the term until September 2014, with an option for a second extension through September 2024 (New Extended Term).  As part of the new agreement, USAC paid $57.0 million (Near Term Payment), plus interest charges, to IMC Phosphates during the year 2000.  In the event IMC Phosphates and USAC fail to reach agreement on the New Extended Term pricing, either party may elect to terminate the agreement with regard to the New Extended Term.  In such event, IMC Phosphates may be required to refund a prorated share of the Near Term Payment.  In addition, since IMC Phosphates did not obtain permits for new mines at Ona or Pine Level by September 1, 2001, it can elect to terminate the agreement effective no later than October 1, 2007 upon three years' advance written notice.  If IMC so elected, IMC Phosphates would be required to repay the amount of the Near Term Payment plus interest charges and less a portion of the costs incurred by IMC in its efforts to obtain permitting.  The Near Term Payment was recorded as deferred revenue and is being amortized over the life of the original contract.

Guarantees
In connection with the sale of various businesses over the last few years, the Company has provided certain indemnifications to buyers.  These indemnifications are contingent commitments, primarily related to specified environmental matters, legal proceedings and workers' compensation claims, pending as of the date the businesses were sold.  The majority of these indemnifications do not have a set term, but exist so long as the underlying matters to which they relate remain pending.    For those matters where a dollar amount is estimable, the maximum potential future payments the Company could be required to make under the indemnifications as of December 31, 2002 was approximately $15 million.  An estimate could not be made for certain matters because of the current status of these matters.  As of December 31, 2002, the Company had recorded a liability of $2.6 million related to these indemnifications.

Environmental Matters
The Company has contingent environmental liabilities that arise from three sources: (i) facilities currently or formerly owned by the Company or its predecessors; (ii) facilities adjacent to currently or formerly owned facilities; and (iii) third-party Superfund sites.

At facilities currently or formerly owned by the Company or its corporate predecessors, including Freeport McMoRan Inc. (FTX), PLP and their corporate predecessors, the historical use and handling of regulated chemical substances, crop and animal nutrients and additives as well as by-product or process tailings have resulted in soil, surface water and groundwater contamination. Spills or other releases of regulated substances have occurred previously at these facilities, and potentially could occur in the future, possibly requiring the Company to undertake or fund cleanup.  In some instances, the Company has agreed, pursuant to consent orders or agreements with the appropriate governmental agencies, to undertake certain investigations, which currently are in progress, to determine whether remedial action may be required to address contamination.  At other locations, the Company has entered into consent orders or agreements with appropriate governmental agencies to perform required remedial activities that will address identified site conditions.  Taking into consideration established accruals, expenditures for these known conditions currently are not expected, individually or in the aggregate, to be material.  However, material expenditures by the Company could be required in the future to remediate the contamination at these or at other current or former sites.

In September 1999, Salt terminated operations at its salt solution mining and steam extraction facility in Hutchinson, Kansas. Groundwater beneath that facility contains elevated levels of chloride, which could be derived from a number of potential sources in Hutchinson including natural mineral intrusion, Salt's operations and other industrial operations.  Effective January 8, 2001, Salt entered into a Consent Order with the Kansas Department of Health and the Environment (KDHE) to conduct a Comprehensive Investigation/Corrective Action Study (CI/CAS) to evaluate the nature, extent and source of this chloride contamination. The results of the CI/CAS were submitted to the state of Kansas (State) in a report suggesting that Salt's operations may not be primarily responsible for elevated chloride levels.  The Company retained this facility in connection with its sale of Salt.  The Company met with the State in February 2002 to discuss the CI/CAS.  As a result of that meeting, the Company agreed to conduct additional evaluations to further delineate the extent of the chloride-impacted groundwater underlying the facility.  Until those evaluations are completed and approved by KDHE, the Company will be unable to determine what remedial action ultimately may be required.  Nevertheless, taking into account established accruals, expenditures to address this facility currently are not expected to be material.

From 1910 until 1987, IMC Global Operations Inc. and its predecessors conducted fertilizer manufacturing operations at a facility in Spartanburg, South Carolina.  After the Company successfully deconstructed this facility, the U.S. Environmental Protection Agency (EPA) performed an expanded site investigation.  Based on the results of such investigation, the EPA did not include the facility on the Superfund National Priorities List.  The Company signed an administrative order of consent under Superfund and has taken initial steps to perform a Remedial Investigation/Feasibility Study to evaluate whether any additional remedial activities will be required at the facility. Until such study has been completed and approved by the EPA, the Company will be unable to determine the final cost of any remedial actions that may ultimately be required.  Nevertheless, taking into account established accruals, expenditures to address this facility currently are not expected to be material.

On April 5, 2001, approximately 900 current or former neighbors of the Spartanburg facility filed individual claims against IMC for alleged personal injury, wrongful death, fear of disease, property damage and violation of civil rights related to these former facility operations (Adams et al. vs. IMC Global Inc. et al., U.S. District Court, District of South Carolina).  The Company has reached an agreement in principle with plaintiffs to pay $6.5 million to resolve this litigation.  The court approved the proposed settlement and certified the proposed settlement class on November 5, 2002.  Potential class members received notice of the settlement on November 25, 2002.  Written objections to or decisions to opt out of the settlement were to be filed by December 31, 2002.  No objections were filed.  One individual and one corporation opted out of the settlement.  The court is scheduled to hold a fairness hearing on the class settlement on April 25, 2003.  Settlement funds would be disbursed after final approval is received.

In August 2001, plaintiffs served the fertilizer operations of International Minerals and Chemical Corporation, the Company's predecessor, in eleven lawsuits in the Circuit Court for Polk County, Florida.  Similar to actions that were filed and dismissed in 1998, these suits allege that, when mining phosphate, IMC and other named defendants brought uranium and other naturally occurring radioactive materials to the ground surface, then failed to return those materials below ground during reclamation.  On April 19, 2002, these cases were dismissed with prejudice and the Company's involvement in this litigation has been terminated.

On March 28, 2001, and again on April 25, 2001, plaintiffs from Pensacola, Florida filed class-action lawsuits against Agrico Chemical Company (Agrico), a subsidiary of PLP (and, solely in the case of the latter action, also directly against the Company) and a number of unrelated defendants (First action - - Samples et al. vs. Conoco Inc. et al., Second Action - Williams et al. vs. Conoco Inc., both in the Circuit Court of the First Judicial Circuit, Escambia County Florida).  These cases seek damages purportedly arising from releases to groundwater occurring at the Agrico Superfund site in Pensacola, Florida.  As a division of Conoco Inc. (Conoco) and then as a subsidiary of The Williams Companies, Agrico owned and operated this facility for a number of years to produce crop nutrients and crop nutrient-related materials.  The Samples case primarily seeks unspecified compensation for alleged diminution in property value, loss of use of groundwater, restoration costs, unjust enrichment and other damages.  On February 19, 2003, plaintiffs filed a motion to amend their complaint in Samples to seek punitive damages.  The Williams action asserts a state law claim seeking medical monitoring as a result of the releases to groundwater.  This case remains dormant because a judge has not yet been assigned.  No trial date has yet been set in either matter.  The Company intends to vigorously contest these actions and to seek any indemnification to which the Company may be entitled.  Under a Superfund consent decree, Conoco and The Williams Companies have completed soil stabilization and capping at this site and are continuing to conduct groundwater monitoring.  Pursuant to an indemnification agreement with the Company, The Williams Companies has assumed responsibility for any on-site remedial costs that Agrico might incur.  While it is not feasible to predict the outcome of either case and it is possible that an adverse outcome could be material, the Company believes that it has substantial defenses and management is of the opinion that their ultimate disposition should not have a material adverse impact on the Company's business or financial condition.

Conoco has filed two separate actions against Agrico seeking a declaratory judgment under the 1972 agreement whereby Conoco divested its interests in Agrico.  The first claim, filed on June 13, 2002 against Agrico, PLP, IMC Global Inc., and IMC Global Operations Inc. (IMC Parties) and other unrelated defendants, concerns a former fertilizer manufacturing facility in Charleston, South Carolina (Ashepoo Site).  (Conoco vs. Agrico Chemical Company et al., District Court of Oklahoma County, State of Oklahoma).  Conoco alleges breach of contract for indemnification and seeks declaratory judgment and unspecified reimbursement for costs expended by Conoco to investigate and remediate alleged contamination at the Ashepoo Site.  Conoco (or a corporate predecessor or affiliate) owned and operated the Ashepoo Site for approximately 60 years to produce fertilizer and fertilizer-related materials before selling the Ashepoo Site to Agrico, then a subsidiary of The Williams Companies, in 1972.  Agrico operated the production facility until 1975 and sold the facility in 1978.  On October 22, 2002, the court issued an order dismissing the IMC Parties because the court lacked jurisdiction to hear these claims.  Conoco filed a motion for reconsideration with the court on October 31, 2002.  The Company intends to vigorously oppose this motion and, if necessary, the underlying action and to seek any indemnification or other counterremedies to which it may be entitled. 

The second claim, filed solely against Agrico on January 24, 2003, alleges breach of contract for indemnification and seeks declaratory judgment and unspecified damages for costs expended to investigate and remediate alleged contamination at the Fogg-West property in Cleveland, Ohio (Fogg-West Site) (Conoco vs. Agrico Chemical Company et al., Circuit Court of the Nineteenth Judicial Circuit, Lake County, Illinois).  Conoco (or a corporate predecessor or affiliate) owned and operated the Fogg-West Site for an unknown period of time to produce fertilizer and fertilizer-related materials.  After deconstructing all improvements on the Fogg-West Site, Conoco sold the vacant land to Agrico, then a subsidiary of The Williams Companies, in 1972.  Agrico sold the property to Fogg-West in 1973.  At this time management cannot determine the magnitude of exposure to the Company; however, the Company believes that it has substantial defenses to this claim and intends to vigorously contest this action and to seek any indemnification or other counterremedies to which it may be entitled.

Superfund and equivalent state statutes impose liability without regard to fault or to the legality of a party's conduct on certain categories of persons who are considered to have contributed to the release of "hazardous substances" into the environment.  Under Superfund, or its various state analogues, one party may, under certain circumstances, be required to bear more than its proportionate share of cleanup costs at a site where it has liability if payments cannot be obtained from other responsible parties.  Currently, the Company is involved or concluding involvement at less than five Superfund or equivalent state sites.  The Company's remedial liability from these sites, either alone or in the aggregate, is not expected to have a material adverse effect on the Company's business or financial condition.  As more information is obtained regarding these sites and the potentially responsible parties involved, this expectation could change.

Through the merger with FTX, the Company had assumed responsibility for environmental impacts at a significant number of oil and gas facilities that had been operated by FTX, PLP or their predecessors.  In connection with acquisition of the sulphur transportation and terminaling assets of Freeport-McMoRan Sulphur LLC (FMS), the Company reached an agreement with FMS and McMoRan Exploration Co. (MOXY) whereby FMS and MOXY would assume responsibility for and indemnify the Company against most of these oil and gas responsibilities (Note 16).  The Company retained responsibility for a limited number of specified potential claims which either individually or in the aggregate, after consideration of established accruals, are not expected to have a material adverse effect on the Company's business or financial condition.

The Company believes that, pursuant to several indemnification agreements, it is entitled to at least partial, and in many instances complete, indemnification for the costs that may be expended by the Company to remedy environmental issues at certain facilities. These agreements address issues that resulted from activities occurring prior to the Company's acquisition of facilities or businesses from parties including ARCO (BP); Beatrice Fund for Environmental Liabilities; Conoco Inc.; Conserv; Estech, Inc.; Kaiser Aluminum & Chemical Corporation; Kerr-McGee Inc.; PPG Industries, Inc.; The Williams Companies and certain other private parties.  The Company has already received and anticipates receiving amounts pursuant to the indemnification agreements for certain of its expenses incurred to date as well as future anticipated expenditures.

Salt and Ogden Litigation
On or about August 25, 2001, a lawsuit styled Madison Dearborn Partners, LLC vs. IMC Global Inc. was commenced by plaintiff Madison Dearborn Partners, LLC (MDP) in the Circuit Court of Cook County, Illinois alleging that the Company breached a letter of intent for the sale of the Salt and Ogden businesses to MDP.  The complaint seeks in the alternative specific performance or damages in excess of $100,000.  In its first amended complaint (filed on September 25, 2001) MDP added IMC Salt Inc. and more than a dozen subsidiaries of the Company as "Interested Parties" that MDP alleges would have been purchased but for the Company's alleged breach of contract.  On January 25, 2002, the court dismissed IMC Salt Inc. and the subsidiaries from the action, but allowed discovery to proceed on the issues alleged in the first amended complaint.  Both the Company and MDP have initiated discovery, which is currently ongoing.  The Company believes that the suit is without merit and intends to vigorously defend this action.

Other
The Company has $93.1 million of recorded non-current liabilities for reclamation activities and phosphogypsum stack closure, primarily in its Florida phosphate operations, where to obtain necessary permits, it must either pass a test of financial strength or provide credit support, typically surety bonds or financial guarantees. As of December 31, 2002 the Company had $88.6 million in surety bonds outstanding which mature over the course of 2003, and met the financial strength test for the remaining portion of such additional liabilities.  In connection with the outstanding surety bonds, the Company has posted $40.0 million of collateral in the form of letters of credit.  There can be no assurance that the Company can continue to pass such tests of financial strength or to purchase surety bonds on the same terms and conditions.  However, the Company anticipates that it will be able to satisfy applicable credit support requirements without disrupting normal business operations.

Most of the Company's export sales of phosphate and potash crop nutrients are marketed through two North American export associations, PhosChem and Canpotex Limited (Canpotex), respectively, which fund their operations in part through third-party financing facilities.  As a member, the Company or its subsidiaries are, subject to certain conditions and exceptions, contractually obligated to reimburse the export associations for its pro rata share of any operating expenses or other liabilities incurred.  The reimbursements are made through reductions to members' cash receipts from the export associations.   The Company's share of liabilities include guarantees of certain indebtedness of the export associations.  As of December 31, 2002, the aggregate amount of such guarantees amounted to $25.3 million.  During the second quarter of 2002, PhosChem entered into a new $65.0 million receivables purchase facility with a bank that replaced prior funding facilities.  This facility supports PhosChem's funding of its purchases of crop nutrients from the Company and other PhosChem members and is nonrecourse to the Company.

The Company also has certain other contingent liabilities with respect to litigation and claims to third parties arising in the ordinary course of business.  The Company does not believe that any of these contingent liabilities will have a material adverse impact on the Company's business or financial condition.

15.   OPERATING SEGMENTS

The Company's reportable segments are strategic business units that offer different products and services.  They are managed separately because each business requires different technology and marketing strategies.

As of December 31, 2002, the Company had two reportable segments: PhosFeed and Potash.  The Company produces and markets phosphate crop nutrients and animal feed products through the PhosFeed business unit.  Potash crop nutrients and industrial grade potash are produced and marketed through the Potash business unit.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies.  All intersegment sales prices are market-based.  The Company evaluates performance based on operating earnings of the respective business units.

Segment information for the years 2002, 2001 and 2000 was as follows^a:

	PhosFeed	Potash	Other	Total
2002
Net sales from external customersb	$1,261.7	$  795.7	$         -	$2,057.4
Intersegment net sales	76.4	10.2	-	86.6
Gross marginsc	78.5	200.8	(16.3)	263.0
Operating earnings (loss)c	35.0	173.6	(26.3)	182.3
Depreciation, depletion and amortization	93.5	55.9	24.3	173.7
Total assets	1,825.6	897.2	914.3	3,637.1
Capital expenditures	102.1	37.3	0.6	140.0
2001
Net sales from external customers	$1,171.3	$  787.4	$         -	$1,958.7
Intersegment net sales	74.6	23.8	-	98.4
Gross marginsd	7.2	207.2	(25.5)	188.9
Operating earnings (loss)e	(44.4)	180.1	(39.6)	96.1
Depreciation, depletion and amortization	78.2	56.7	30.7	165.6
Total assets	1,737.8	1,143.2	1,367.9	4,248.9
Capital expenditures	82.1	39.9	1.1	123.1
2000
Net sales from external customers	$1,247.1	$  848.8	$         -	$2,095.9
Intersegment net sales	73.4	22.2	-	95.6
Gross margins	102.0	251.6	(24.9)	328.7
Operating earnings (loss)f	58.3	236.5	(67.6)	227.2
Depreciation, depletion and amortization	84.3	55.6	31.7	171.6
Total assets	1,668.2	1,234.1	1,359.3	4,261.6
Capital expenditures	75.3	39.9	2.9	118.1

^a  The operating results of Chemicals, Salt and Ogden have not been included in the segment information above as these businesses are classified as discontinued operations.  However, the assets of these discontinued businesses are included as part of Total assets in the Other column (Note 4).  Certain amounts in the prior year have been reclassified to conform with the current year presentation.
^b  Sales for PhosFeed include the favorable impact of a price adjustment of $6.5 million related to prior periods.
^c  Gross margins and operating earnings for PhosFeed include the favorable impact of a price adjustment of $6.5 million related to prior periods and the unfavorable impact of reduced operating rates due to a sulphur supply shortage in July of $5.3 million.
^dGross margins for PhosFeed include $2.4 million of special charges related to the write-off of certain deferred costs which had no future benefit based on the Company's current operating plan.
^eOperating earnings (loss) for PhosFeed, Potash and Other include special charges of $11.6 million, $0.8 million and $1.0 million, respectively (Note 3).
^fOperating earnings (loss) for PhosFeed include $1.2 million of restructuring activity (Note 3).

Financial information relating to the Company's operations by geographic area was as follows:

	2002	2001	2000
Net Salesa
United States	$1,231.7	$1,172.7	$1,247.5
China	274.8	169.2	275.6
Other	550.9	616.8	572.8
Consolidated	$2,057.4	$1,958.7	$2,095.9

^a  Revenues reflect continuing operations and are attributed to countries based on location of customer.  Sales through Canpotex, one of the export associations used by the Company, have been allocated based on the Company's share of total Canpotex sales.

	2002	2001b	2000b
Long-Lived Assets
United States	$2,556.0	$2,566.4	$2,516.5
Canada	381.1	384.9	400.3
Consolidated	$2,937.1	$2,951.3	$2,916.8

^b  Excludes net assets of discontinued operations held for sale (Note 4).

16.   SULPHUR JOINT VENTURE

In June 2002, IMC Phosphates, a subsidiary of the Company, completed the acquisition of the sulphur transportation and terminaling assets of FMS through Gulf Sulphur Services Ltd., LLLP (Gulf Services), a 50-50 joint venture with Savage Industries Inc. (Savage).  Gulf Services financed the acquisition through $10.0 million equity contributions from both IMC Phosphates and Savage as well as a $34.0 million bank loan to Gulf Services that is non-recourse to the Company, IMC Phosphates and Savage. Concurrently with this acquisition, and instead of purchasing a majority of its annual sulphur tonnage through FMS, IMC Phosphates negotiated new supply agreements to purchase sulphur directly from recovered sulphur producers.  The Company also reached a concurrent agreement with FMS and MOXY with respect to certain other transactions, including settlement of outstanding legal disputes resulting in a $3.7 million reduction in Selling, general and administrative expense on the Consolidated Statement of Operations.  At the closing, FMS received cash of $58.0 million, predominantly for the acquisition of the FMS sulphur assets.  IMC Phosphates accounts for its investment in Gulf Services using the equity method of accounting.

17.   CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

Payment of the Notes, described in more detail in Note 8, is fully and unconditionally guaranteed by the Company and certain of the Company's restricted subsidiaries (as defined in the Notes indenture) and is also guaranteed, on a limited basis, by IMC Phosphates and PLP.

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

Consolidating Statement of Operations
In millions

	IMC Global Inc. (Parent)	Phosphate Resource Partners Limited Partnership	IMC Phosphates Company	Wholly owned Subsidiary Guarantors	Subsidiary Non- Guarantors	Eliminations	Consolidated
For the year ended December 31, 2002
Net sales	$             -	$             -	$1,257.3	$1,000.8	$    227.6	$   (428.3)	$2,057.4
Cost of goods sold	4.3	-	1,178.2	881.2	158.4	(427.7)	1,794.4
Gross margins	(4.3)	-	79.1	119.6	69.2	(0.6)	263.0
Selling, general and administrative expenses	(2.2)	9.9	43.4	39.4	4.3	(14.1)	80.7
Operating earnings (loss)	(2.1)	(9.9)	35.7	80.2	64.9	13.5	182.3
Equity in earnings of subsidiaries/affiliates	116.8	18.2	-	47.2	-	(182.2)	-
Interest expense	126.9	30.8	18.3	11.6	(2.4)	(11.0)	174.2
Other (income) expense, net	7.4	0.1	1.4	(0.6)	(2.1)	1.2	7.4
Minority interest	(16.3)	-	-	0.1	-	-	(16.2)
Earnings (loss) from continuing operations before   income taxes	(3.3)	(22.6)	16.0	116.3	69.4	(158.9)	16.9
Provision for income taxes	23.6	-	-	37.2	22.2	(52.9)	30.1
Earnings (loss) from continuing operations	(26.9)	(22.6)	16.0	79.1	47.2	(106.0)	(13.2)
Loss from discontinued operations	(82.8)	-	-	(1.2)	-	(12.4)	(96.4)
Earnings (loss) before extraordinary item	(109.7)	(22.6)	16.0	77.9	47.2	(118.4)	(109.6)
Extraordinary charge - - debt retirement	(0.5)	-	-	(0.1)	-	-	(0.6)
Net earnings (loss)	$   (110.2)	$    (22.6)	$     16.0	$     77.8	$      47.2	$   (118.4)	$   (110.2)

_______________________________________________________________________

Consolidating Statement of Operations
In millions

	IMC Global Inc. (Parent)	Phosphate  Resource Partners Limited  Partnership	IMC Phosphates Company	Wholly owned Subsidiary Guarantors	Subsidiary Non- Guarantors	Eliminations	Consolidated
For the year ended December 31, 2001
Net sales	$        0.8	$             -	$ 1,171.4	$ 1,398.0	$   465.7	$(1,077.2)	$ 1,958.7
Cost of goods sold	12.1	-	1,163.6	1,197.8	353.3	(957.0)	1,769.8
Gross margins	(11.3)	-	7.8	200.2	112.4	(120.2)	188.9
Selling, general and administrative expenses	0.2	10.7	42.4	62.5	22.5	(56.5)	81.8
Restructuring activity	-	-	9.2	1.8	-	-	11.0
Operating earnings (loss)	(11.5)	(10.7)	(43.8)	135.9	89.9	(63.7)	96.1
Equity in earnings (loss) of subsidiaries/affiliates	48.7	(18.4)	-	69.1	-	(99.4)	-
Interest expense	107.5	34.1	19.9	38.3	4.4	(51.9)	152.3
Other (income) expense, net	(5.4)	8.1	8.4	3.2	(11.0)	11.9	15.2
Minority interest	(40.8)	-	-	0.1	-	-	(40.7)
Earnings (loss) from continuing operations before   income taxes	(24.1)	(71.3)	(72.1)	163.4	96.5	(123.1)	(30.7)
Provision (benefit) for income taxes	(1.0)	-	-	45.6	27.0	(74.4)	(2.8)
Earnings (loss) from continuing operations	(23.1)	(71.3)	(72.1)	117.8	69.5	(48.7)	(27.9)
Loss from discontinued operations	(6.3)	-	-	-	-	6.3	-
Earnings (loss) before extraordinary item and   cumulative effect of a change in accounting principle	(29.4)	(71.3)	(72.1)	117.8	69.5	(42.4)	(27.9)
Extraordinary charge - - debt retirement	(12.6)	-	-	(1.5)	-	-	(14.1)
Cumulative effect of a change in accounting principle	(24.5)	-	-	-	-	-	(24.5)
Net earnings (loss)	$     (66.5)	$     (71.3)	$     (72.1)	$      116.3	$     69.5	$     (42.4)	$    (66.5)

_______________________________________________________________________

  Consolidating Statement of Operations
In millions

	IMC Global Inc. (Parent)	Phosphate Resource Partners Limited Partnership	IMC Phosphates Company	Wholly owned Subsidiary Guarantors	Subsidiary Non- Guarantors	Eliminations	Consolidated
For the year ended December 31, 2000
Net sales	$       1.3	$          -	$ 1,246.8	$ 1,367.1	$   494.9	$(1,014.2)	$ 2,095.9
Cost of goods sold	13.5	-	1,144.9	1,128.7	393.2	(913.1)	1,767.2
Gross margins	(12.2)	-	101.9	238.4	101.7	(101.1)	328.7
Selling, general and administrative expenses	1.3	10.9	44.9	77.3	22.2	(53.9)	102.7
Restructuring activity	-	-	(1.2)	-	-	-	(1.2)
Operating earnings (loss)	(13.5)	(10.9)	58.2	161.1	79.5	(47.2)	227.2
Equity in earnings (loss) of subsidiaries/affiliates	221.2	28.9	-	46.9	-	(297.0)	-
Interest expense	75.3	35.5	13.5	38.2	16.9	(66.8)	112.6
Other (income) expense, net	5.4	1.6	3.0	(28.0)	(10.3)	24.2	(4.1)
Minority interest	(13.6)	-	-	1.2	-	-	(12.4)
Earnings (loss) from continuing operations before   income taxes	140.6	(19.1)	41.7	196.6	72.9	(301.6)	131.1
Provision (benefit) for income taxes	50.1	-	-	70.1	26.0	(99.4)	46.8
Earnings (loss) from continuing operations	90.5	(19.1)	41.7	126.5	46.9	(202.2)	84.3
Earnings (loss) from discontinued operations	(435.5)	-	-	-	-	6.2	(429.3)
Net earnings (loss)	$  (345.0)	$   (19.1)	$      41.7	$     126.5	$        46.9	$         (196.0)	$     (345.0)

_______________________________________________________________________

Consolidating Balance Sheet
In millions

	IMC Global Inc. (Parent)	Phosphate Resource  Partners Limited Partnership	IMC Phosphates Company	IMC Phosphates MP Inc.	Wholly owned Subsidiary Guarantors	Subsidiary Non- Guarantors	Eliminations	Consolidated
As of December 31, 2002
Assets
Current assets:
Cash and cash equivalents	$       1.8	$          -	$       0.1	$       0.2	$      (6.1)	$     21.7	$             -	$      17.7
Restricted cash	103.9	-	-	-	1.6	-	-	105.5
Receivables, net	0.1	-	100.8	108.3	97.9	25.0	(153.1)	179.0
Due from affiliates	28.9	59.0	-	0.7	682.7	130.9	(902.2)	-
Inventories, net	(2.3)	-	244.3	-	135.1	19.8	(47.8)	349.1
Other current assets	11.6	-	8.1	-	5.7	1.1	22.2	48.7
Total current assets	144.0	59.0	353.3	109.2	916.9	198.5	(1,080.9)	700.0
Property, plant and equipment, net	181.8	-	1,399.1	-	629.4	92.5	(2.1)	2,300.7
Due from affiliates	768.2	-	9.7	-	316.4	70.8	(1,165.1)	-
Investment in subsidiaries/affiliates	1,326.3	277.9	-	-	4,716.4	(141.9)	(6,178.7)	-
Other assets	485.4	0.7	56.3	9.7	57.7	34.0	(7.4)	636.4
Total assets	$2,905.7	$   337.6	$1,818.4	$   118.9	$6,636.8	$   253.9	$(8,434.2)	$3,637.1
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$          -	$       1.5	$   119.7	$           -	$     56.5	$     11.1	$     (34.0)	$   154.8
Accrued liabilities	72.1	4.8	64.5	12.0	53.4	10.1	(26.4)	190.5
Due to (from) affiliates	(40.5)	28.5	158.3	(0.1)	946.7	(28.9)	(1,064.0)	-
Short-term debt and current maturities of     long-term debt	98.3	-	13.7	-	-	3.7	(9.5)	106.2
Total current liabilities	129.9	34.8	356.2	11.9	1,056.6	(4.0)	(1,133.9)	451.5
Due to affiliates	270.8	-	126.5	-	303.7	39.4	(740.4)	-
Long-term debt, less current maturities	1,968.4	543.3	310.8	-	-	0.2	(657.4)	2,165.3
Other noncurrent liabilities	23.6	109.1	117.3	135.5	184.6	79.8	(21.3)	628.6
Stockholders' equity (deficit)	513.0	(349.6)	907.6	(28.5)	5,091.9	138.5	(5,881.2)	391.7
Total liabilities and stockholders' equity          (deficit)	$2,905.7	$   337.6	$1,818.4	$   118.9	$6,636.8	$   253.9	$(8,434.2)	$3,637.1

_______________________________________________________________________

  Consolidating Balance Sheet
In millions

	IMC Global Inc. (Parent)	Phosphate  Resource Partners Limited Partnership	IMC Phosphates Company	IMC  Phosphates MP Inc.	Wholly owned Subsidiary Guarantors	Subsidiary Non- Guarantors	Eliminations	Consolidated
As of December 31, 2001
Assets
Current assets:
Cash and cash equivalents	$    233.0	$            -	$        0.9	$        0.1	$        7.8	$        6.9	$             -	$    248.7
Restricted cash	374.0	-	-	-	-	-	-	374.0
Receivables, net	(0.1)	-	138.9	153.4	105.9	30.1	(210.6)	217.6
Due from affiliates	72.0	54.9	-	0.8	539.2	156.9	(823.8)	-
Inventories, net	(2.2)	-	178.2	-	143.2	21.1	(48.0)	292.3
Other current assets	14.1	-	4.6	-	5.2	2.2	(5.5)	20.6
Total current assets	690.8	54.9	322.6	154.3	801.3	217.2	(1,087.9)	1,153.2
Property, plant and equipment, net	186.1	-	1,377.0	-	668.2	195.6	(118.3)	2,308.6
Due from affiliates	1,416.8	-	11.1	-	227.8	68.5	(1,724.2)	-
Investment in subsidiaries/affiliates	614.5	258.8	-	-	2,795.8	(251.3)	(3,417.8)	-
Other assets	495.5	0.9	44.9	11.1	337.7	34.4	(137.4)	787.1
Total assets	$ 3,403.7	$    314.6	$ 1,755.6	$     165.4	$ 4,830.8	$    264.4	$ (6,485.6)	$ 4,248.9
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$        1.4	$        1.4	$    101.0	$                 -	$      60.7	$      21.4	$            (35.6)	$    150.3
Accrued liabilities	95.5	4.1	84.9	7.8	66.4	13.0	(29.6)	242.1
Due to bondholders	305.4	-	-	-	-	-	-	305.4
Due to (from) affiliates	0.3	17.2	151.2	60.1	867.5	(82.2)	(1,014.1)	-
Short-term debt and current maturities of     long-term debt	5.5	-	13.2	-	62.4	3.8	(9.5)	75.4
Total current liabilities	408.1	22.7	350.3	67.9	1,057.0	(44.0)	(1,088.8)	773.2
Due to affiliates	122.8	-	116.1	-	876.8	54.3	(1,170.0)	-
Long-term debt, less current maturities	2,018.2	508.4	280.7	-	5.8	0.2	(597.2)	2,216.1
Other noncurrent liabilities	178.5	114.3	118.8	110.9	131.1	72.9	(16.9)	709.6
Common equity forwards	9.3	-	-	-	-	-	-	9.3
Stockholders' equity (deficit)	666.8	(330.8)	889.7	(13.4)	2,760.1	181.0	(3,612.7)	540.7
Total liabilities and stockholders' equity          (deficit)	$ 3,403.7	$    314.6	$ 1,755.6	$    165.4	$ 4,830.8	$    264.4	$ (6,485.6)	$ 4,248.9

_______________________________________________________________________

Consolidating Statement of Cash Flows
In millions

	IMC Global Inc. (Parent)	Phosphate  Resource Partners Limited  Partnership	IMC Phosphates  Company	IMC Phosphates MP Inc.	Wholly owned Subsidiary Guarantors	Subsidiary Non- Guarantors	Eliminations	Consolidated
For the year ended December 31, 2002
Cash Flows from Operating Activities
Net cash provided by (used in) operating activities	$  (213.8)	$   (34.9)	$     85.2	$      0.1	$    92.8	$    29.8	$    47.6	$       6.8
Cash Flows from Investing Activities
Capital expenditures	-	-	(102.1)	-	(37.0)	(15.3)	14.4	(140.0)
Investment in joint venture	-	-	(10.0)	-	-	-	-	(10.0)
Other	(13.0)	-	1.5	-	0.1	0.4	(0.1)	(11.1)
Net cash used in investing activities	(13.0)	-	(110.6)	-	(36.9)	(14.9)	14.3	(161.1)
Net cash provided (used) before financing activities	(226.8)	(34.9)	(25.4)	0.1	55.9	14.9	61.9	(154.3)
Cash Flows from Financing Activities
Payments of long-term debt, net	(987.3)	(0.1)	(10.2)	-	(5.8)	-	7.3	(996.1)
Proceeds from issuance of long-term debt, net	1,136.6	35.0	34.8	-	-	-	(69.8)	1,136.6
Changes in short-term debt, net	(108.5)	-	-	-	(62.4)	(0.1)	0.6	(170.4)
Restricted cash	270.1	-	-	-	(1.6)	-	-	268.5
Payable to bondholders	(294.5)	-	-	-	-	-	-	(294.5)
Purchase of common shares	(79.5)	-	-	-	-	-	-	(79.5)
Issuance of common shares	67.9	-	-	-	-	-	-	67.9
Cash dividends paid	(9.2)	-	-	-	-	-	-	(9.2)
Net cash provided by (used in) financing activities	(4.4)	34.9	24.6	-	(69.8)	(0.1)	(61.9)	(76.7)
Net change in cash and cash equivalents	(231.2)	-	(0.8)	0.1	(13.9)	14.8	-	(231.0)
Cash and cash equivalents - - beginning of year	233.0	-	0.9	0.1	7.8	6.9	-	248.7
Cash and cash equivalents - - end of year	$        1.8	$          -	$       0.1	$      0.2	$     (6.1)	$     21.7	$   -	$     17.7

_______________________________________________________________________

Consolidating Statement of Cash Flows
In millions

	IMC Global Inc. (Parent)	Phosphate  Resource  Partners Limited  Partnership	IMC Phosphates  Company	IMC Phosphates MP Inc.	Wholly owned Subsidiary Guarantors	Subsidiary Non- Guarantors	Eliminations	Consolidated
For the year ended December 31, 2001
Cash Flows from Operating Activities
Net cash provided by (used in) operating activities	$  (443.9)	$    (40.2)	$  (125.1)	$      (0.1)	$   149.0	$    119.1	$   184.4	$  (156.8)
Cash Flows from Investing Activities
Capital expenditures	-	-	(81.8)	-	(64.9)	(33.1)	56.7	(123.1)
Proceeds from divestitures	624.3	-	-	-	-	-	-	624.3
Other	-	-	1.0	-	-	0.5	-	1.5
Net cash provided by (used in) investing activities	624.3	-	(80.8)	-	(64.9)	(32.6)	56.7	502.7
Net cash provided (used) before financing activities	180.4	(40.2)	(205.9)	(0.1)	84.1	86.5	241.1	345.9
Cash Flows from Financing Activities
Payments of long-term debt	(825.4)	(0.2)	(10.4)	-	(77.9)	(78.0)	9.5	(982.4)
Proceeds from issuance of long-term debt, net	1,404.5	40.4	210.2	-	-	-	(250.6)	1,404.5
Changes in short-term debt, net	(202.6)	-	-	-	(1.4)	(5.3)	-	(209.3)
Restricted cash	(374.0)	-	-	-	-	-	-	(374.0)
Cash dividends paid	(17.5)	-	-	-	-	-	-	(17.5)
Other	(3.0)	-	-	-	-	-	-	(3.0)
Net cash provided by (used in) financing activities	(18.0)	40.2	199.8	-	(79.3)	(83.3)	(241.1)	(181.7)
Net change in cash and cash equivalents	162.4	-	(6.1)	(0.1)	4.8	3.2	-	164.2
Cash and cash equivalents - - beginning of year	70.6	-	7.0	0.2	3.0	3.7	-	84.5
Cash and cash equivalents - - end of year	$   233.0	$            -	$       0.9	$        0.1	$      7.8	$          6.9	$             -	$      248.7

_______________________________________________________________________

  Consolidating Statement of Cash Flows
In millions

	IMC Global Inc. (Parent)	Phosphate  Resource  Partners Limited  Partnership	IMC Phosphates  Company	IMC Phosphates MP Inc.	Wholly owned Subsidiary Guarantors	Subsidiary Non- Guarantors	Eliminations	Consolidated
For the year ended December 31, 2000
Cash Flows from Operating Activities
Net cash provided by (used in) operating activities	$  233.4	$  (41.9)	$  211.4	$    (2.4)	$   94.6	$    27.1	$ (158.8)	$  363.4
Cash Flows from Investing Activities
Capital expenditures	-	-	(75.3)	-	(54.3)	(17.0)	28.5	(118.1)
Other	-	-	3.2	-	-	1.2	-	4.4
Net cash used in investing activities	-	-	(72.1)	-	(54.3)	(15.8)	28.5	(113.7)
Net cash provided (used) before financing activities	233.4	(41.9)	139.3	(2.4)	40.3	11.3	(130.3)	249.7
Cash Flows from Financing Activities
Payments of long-term debt	(666.4)	(13.6)	(137.0)	-	(4.9)	(46.9)	149.8	(719.0)
Proceeds from issuance of long-term debt	528.1	25.4	-	-	-	17.9	(25.4)	546.0
Changes in short-term debt, net	-	-	-	-	(9.9)	(5.1)	-	(15.0)
Cash dividends paid	(26.3)	-	-	-	(1.1)	-	1.1	(26.3)
Cash distributions to The Vigoro Corporation   preferred stockholders	- -	- -	- -	- -	(28.2)	- -	- -	(28.2)
Cash distributions to unitholders of PLP	-	(9.3)	-	-	-	-	4.8	(4.5)
Other	1.0	-	-	-	-	-	-	1.0
Net cash provided by (used in) financing activities	(163.6)	2.5	(137.0)	-	(44.1)	(34.1)	130.3	(246.0)
Net change in cash and cash equivalents	69.8	(39.4)	2.3	(2.4)	(3.8)	(22.8)	-	3.7
Cash and cash equivalents - - beginning of year	0.8	39.4	4.7	2.6	6.8	26.5	-	80.8
Cash and cash equivalents - - end of year	$     70.6	$             -	$        7.0	$           0.2	$      3.0	$        3.7	$             -	$    84.5

_______________________________________________________________________

Quarterly Results (Unaudited)^a
Dollars in millions, except per share amounts

Quarter	First	Second	Thirdb	Fourthc	Yearb,c
2002
Net sales	$   497.9	$  588.3	$  490.2	$  481.0	$2,057.4
Gross margins	$     68.7	$    76.4	$    65.7	$    52.2	$   263.0
Operating earnings (loss)	$     49.3	$    57.4	$    47.0	$    28.6	$   182.3
Earnings (loss) from continuing operations	$       4.8	$      6.7	$      8.4	$  (33.1)	$   (13.2)
Loss from discontinued operations	-	(54.1)	-	(42.3)	(96.4)
Extraordinary charge - debt retirement	-	-	(0.3)	(0.3)	(0.6)
Net earnings (loss)	$       4.8	$  (47.4)	$      8.1	$  (75.7)	$ (110.2)
Basic and diluted earnings (loss) per shared:
Earnings (loss) from continuing operations	$     0.04	$    0.06	$    0.07	$  (0.29)	$   (0.12)
Loss from discontinued operations	-	(0.47)	-	(0.37)	(0.84)
Extraordinary charge - debt retirement	-	-	-	-	(0.01)
Net earnings (loss) per share	$     0.04	$  (0.41)	$   0.07	$  (0.66)	$   (0.97)
Common stock pricese:
High	$   15.55	$  14.90	$  14.95	$  13.09	$   15.55
Low	$   12.22	$  11.95	$    8.52	$  10.25	$     8.52
Dividends per common sharef	$     0.02	$    0.02	$    0.02	$    0.02	$     0.08
Quarter	Firstg	Second	Thirdg	Fourthg	Yearg
2001
Net sales	$  520.1	$  506.9	$  405.9	$  525.8	$1,958.7
Gross margins	$    66.7	$    60.6	$    20.5	$    41.1	$   188.9
Operating earnings (loss)	$    39.2	$    41.0	$    (6.1)	$    22.0	$     96.1
Earnings (loss) from continuing operations	$    11.1	$      4.2	$  (29.3)	$  (13.9)	$   (27.9)
Extraordinary charge - debt retirement	-	(3.9)	-	(10.2)	(14.1)
Cumulative effect of a change in accounting principle	-	(24.5)	-	-	(24.5)
Net earnings (loss)	$    11.1	$  (24.2)	$  (29.3)	$  (24.1)	$   (66.5)
Basic and diluted earnings (loss) per shared:
Earnings (loss) from continuing operations	$    0.10	$    0.04	$  (0.25)	$  (0.12)	$   (0.24)
Extraordinary charge - debt retirement	-	(0.03)	-	(0.09)	(0.12)
Cumulative effect of a change in accounting principle	-	(0.21)	-	-	(0.21)
Net earnings (loss) per share	$    0.10	$  (0.20)	$  (0.25)	$  (0.21)	$   (0.57)
Common stock pricese:
High	$  16.12	$  13.33	$  12.13	$  14.40	$  16.12
Low	$  12.26	$    9.79	$    7.99	$    8.84	$    7.99
Dividends per common sharef	$     0.02	$    0.02	$    0.02	$    0.02	$    0.08

^a  See Notes to Consolidated Financial Statements for detail related to discontinued operations, divestitures and special items. 
^b  Net sales includes a PhosFeed price adjustment of $6.5 million related to prior periods.  Operating results from continuing operations include a PhosFeed price adjustment of $6.5 million related to prior periods and the unfavorable impact of reduced operating rates due to a sulphur supply shortage in July of $5.3 million.
^c  See Note 10 for a discussion of the impact of the tax loss carryback.^dDue to weighted average share differences, when stated on a quarter and year-to-date basis, the earnings per share for the years ended December 31, 2002 and 2001 do not equal the sum of the respective earnings per share for the four quarters then ended.^eAs of March 4, 2003, the number of registered holders of common stock as reported by IMC's registrar was 8,314.  However, an indeterminable number of stockholders beneficially own shares of IMC's common stock through investment funds and brokers.^fFor a discussion of dividend restrictions, see Note 8 of Notes to Consolidated Financial Statements.^g  First quarter operating results from continuing operations include special charges of $7.0 million, $3.6 million after tax and minority interest, or $0.03 per share.  Third quarter operating results from continuing operations include special charges of $12.8 million, $9.5 million after tax and minority interest, or $0.08 per share.  Fourth quarter operating results from continuing operations include special items of $2.4 million of income, $2.5 million of loss after tax and minority interest, or $0.02 per share.  The impact on full year operating results from continuing operations was a special charge of $17.4 million, $15.6 million after tax and minority interest, or $0.13 per share. 

_______________________________________________________________________

Five Year Comparison^aDollars in millions, except per share amounts

Year ended December 31
	2002	2001b	2000c	1999d	1998e
Statement of Operations Data:
Net sales	$2,057.4	$1,958.7	$2,095.9	$2,282.9	$2,403.6
Gross margins	$   263.0	$   188.9	$   328.7	$   439.4	$   635.0
Operating earnings (loss)	$   182.3	$     96.1	$   227.2	$ (283.7)	$   349.7
Earnings (loss) from continuing operations	$   (13.2)	$   (27.9)	$    84.3	$ (532.1)	$   129.8
Loss from discontinued operations	(96.4)	-	(429.3)	(234.2)	(141.8)
Extraordinary item - debt retirement	(0.6)	(14.1)	-	0.5	3.0
Cumulative effect of a change in accounting principle	-	(24.5)	-	(7.5)	-
Net loss	$ (110.2)	$   (66.5)	$ (345.0)	$ (773.3)	$     (9.0)
Diluted earnings (loss) per share:
Earnings (loss) from continuing operations	$     (0.12)	$   (0.24)	$     0.73	$   (4.64)	$    1.13
Loss from discontinued operations	(0.84)	-	(3.73)	(2.04)	(1.24)
Extraordinary item - debt retirement	(0.01)	(0.12)	-	-	0.03
Cumulative effect of a change in accounting principle	-	(0.21)	-	(0.07)	-
Net loss per share	$   (0.97)	$   (0.57)	$   (3.00)	$   (6.75)	$  (0.08)
Balance Sheet Data (as of December 31):
Total assets	$3,637.1	$4,248.9	$4,261.6	$5,195.9	$6,456.9
Working capital	$   248.5	$   380.0	$   (37.6)	$   437.0	$   577.5
Working capital ratio	1.6:1	1.5:1	0.9:1	1.9:1	1.6:1
Long-term debt, less current maturities	$2,165.3	$2,216.1	$2,143.1	$2,518.7	$2,638.7
Total debt	$2,271.5	$2,291.5	$2,360.6	$2,548.6	$3,047.0
Stockholders' equity	$   391.7	$   540.7	$   675.4	$1,080.1	$1,860.4
Total capitalization	$2,663.2	$2,832.2	$3,036.0	$3,628.7	$4,907.4
Debt/total capitalization	85.3%	80.9%	77.8%	70.2%	62.1%
Other Financial Data:
Cash provided by (used in) operating activities	$       6.8	$  (156.8)	$   363.4	$   458.4	$   269.1
Capital expenditures	$   140.0	$   123.1	$   118.1	$   248.4	$   367.6
Cash dividends paid	$       9.2	$     17.5	$    26.3	$     36.6	$     36.6
Dividends declared per share	$     0.08	$     0.08	$    0.32	$     0.32	$     0.32
Book value per share	$     3.42	$     4.72	$    5.88	$     9.43	$   16.28

^a See Notes to Consolidated Financial Statements for detail related to discontinued operations, divestitures and special items.
^b Operating results from continuing operations include special items of $17.4 million, $15.6 million after tax and minority interest, or $0.13 per share, primarily related to increased accruals for environmental liabilities and prior year income taxes, the Reorganization Plan and a non-cash gain resulting from marking to market the Forward.
^c Operating results from continuing operations include a restructuring gain of $1.2 million, $0.6 million after tax and minority interest.
^d Operating results from continuing operations include special charges of $651.7 million, $677.7 million after tax and minority interest, or $5.91 per share, related to the Rightsizing Program, additional asset write-offs and environmental accruals, a goodwill write-down as well as a change in tax law.
^e Operating results from continuing operations include special charges of $195.3 million, $122.9 million after tax and minority interest, or $1.07 per share, primarily related to Project Profit and the sale of IMC's Vigoro business unit.

Return to IMC Global Inc. Form 10-K

EX-23

                                                           Exhibit 23

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the following Registration Statements of IMC Global Inc. and in the related prospectuses of our report, dated January 27, 2003, except for Note 8 and Note 10, as to which the date is March 17, 2003, with respect to the consolidated financial statements of IMC Global Inc. incorporated by reference in this Annual Report (Form 10-K) for the year ended December 31, 2002.

Commission File No.
Form S-3	Form S-4	Form S-8
333-27287 333-40377 333-70797	333-71510 333-103362	333-00189 333-00439 333-22079 333-22080 333-38423 333-40377 333-40781 333-40783 333-56911 333-59685 333-59687 333-70039 333-70041

Ernst & Young LLP

Chicago, Illinois
March 17, 2003

Return to IMC Global Inc. Form 10-K

EX-24

Exhibit 24

POWER OF ATTORNEY

The undersigned, being a Director and/or Officer of IMC Global Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints Douglas A. Pertz, J. Reid Porter and Rose Marie Williams his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2002 (the "Annual Report") under the Securities Exchange Act of 1934, as amended, and to execute and deliver any and all amendments to the Annual Report for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof.  The undersigned hereby grants unto such attorney and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents.

Dated this 4 day of March, 2003.

         Raymond F. Bentele           

POWER OF ATTORNEY

The undersigned, being a Director and/or Officer of IMC Global Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints Douglas A. Pertz, J. Reid Porter and Rose Marie Williams his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2002 (the "Annual Report") under the Securities Exchange Act of 1934, as amended, and to execute and deliver any and all amendments to the Annual Report for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof.  The undersigned hereby grants unto such attorney and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents.

Dated this 6 day of March, 2003.

         James M. Davidson            

POWER OF ATTORNEY

The undersigned, being a Director and/or Officer of IMC Global Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints Douglas A. Pertz, J. Reid Porter and Rose Marie Williams his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2002 (the "Annual Report") under the Securities Exchange Act of 1934, as amended, and to execute and deliver any and all amendments to the Annual Report for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof.  The undersigned hereby grants unto such attorney and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents.

Dated this 6 day of March, 2003.

           Harold H. MacKay             

POWER OF ATTORNEY

The undersigned, being a Director and/or Officer of IMC Global Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints Douglas A. Pertz, J. Reid Porter and Rose Marie Williams his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2002 (the "Annual Report") under the Securities Exchange Act of 1934, as amended, and to execute and deliver any and all amendments to the Annual Report for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof.  The undersigned hereby grants unto such attorney and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents.

Dated this 5 day of March, 2003.

          David B. Mathis              

POWER OF ATTORNEY

The undersigned, being a Director and/or Officer of IMC Global Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints Douglas A. Pertz, J. Reid Porter and Rose Marie Williams his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2002 (the "Annual Report") under the Securities Exchange Act of 1934, as amended, and to execute and deliver any and all amendments to the Annual Report for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof.  The undersigned hereby grants unto such attorney and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents.

Dated this 5 day of March, 2003.

     Donald F. Mazankowski        

POWER OF ATTORNEY

The undersigned, being a Director and/or Officer of IMC Global Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints Douglas A. Pertz, J. Reid Porter and Rose Marie Williams his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2002 (the "Annual Report") under the Securities Exchange Act of 1934, as amended, and to execute and deliver any and all amendments to the Annual Report for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof.  The undersigned hereby grants unto such attorney and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents.

Dated this 11 day of March, 2003.

         Douglas A. Pertz              

POWER OF ATTORNEY

The undersigned, being a Director and/or Officer of IMC Global Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints Douglas A. Pertz, J. Reid Porter and Rose Marie Williams his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2002 (the "Annual Report") under the Securities Exchange Act of 1934, as amended, and to execute and deliver any and all amendments to the Annual Report for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof.  The undersigned hereby grants unto such attorney and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents.

Dated this 4 day of March, 2003.

         Pamela B. Strobel             

POWER OF ATTORNEY

The undersigned, being a Director and/or Officer of IMC Global Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints Douglas A. Pertz, J. Reid Porter and Rose Marie Williams his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2002 (the "Annual Report") under the Securities Exchange Act of 1934, as amended, and to execute and deliver any and all amendments to the Annual Report for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof.  The undersigned hereby grants unto such attorney and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents.

Dated this 5 day of March, 2003.

         Richard L. Thomas            

Return to IMC Global Inc. Form 10-K

EX-99.1 CHARTER

Exhibit 99.1

Certification of Chief Executive Officer Pursuant to
Section 1350 of Chapter 63 of Title 18 of the United States Code

            I, Douglas A. Pertz, the Chief Executive Officer of IMC Global Inc., certify that (i) the Annual Report on Form 10-K for the Fiscal Year ended December 31, 2002 of IMC Global Inc. fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of IMC Global Inc.

Douglas A. Pertz          
Douglas A. Pertz

March 18, 2003

Return to IMC Global Inc. Form 10-K

EX-99.2 BYLAWS

Exhibit 99.2

Certification of Chief Financial Officer Pursuant to
Section 1350 of Chapter 63 of Title 18 of the United States Code

            I, J. Reid Porter, the Chief Financial Officer of IMC Global Inc., certify that (i) the Annual Report on Form 10-K for the Fiscal Year ended December 31, 2002 of IMC Global Inc. fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of IMC Global Inc.

J. Reid Porter            
J. Reid Porter

March 18, 2003

Return to IMC Global Inc. Form 10-K