Edgar Filing: TERRA INDUSTRIES INC

Filed by Bowne Pure Compliance

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended June 30, 2008


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

For the transition period from to

Commission file number: 1-8520

TERRA INDUSTRIES INC.

(Exact name of registrant as specified in its charter)


Maryland		52-1145429
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

Terra Centre
P.O. Box 6000
600 Fourth Street		51102-6000
Sioux City, Iowa		(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (712) 277-1340

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 þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

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

As July 25, 2008, the following shares of the registrant’s stock were outstanding:


Common Shares, without par value		91,835,740 shares

TABLE OF CONTENTS


Part I – FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Balance Sheets			3

Consolidated Statements of Operations			4

Consolidated Statements of Cash Flows			5

Consolidated Statements of Changes in Common Shareholders’ Equity			7

Notes to Consolidated Financial Statements			8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			36

Item 3. Quantitative and Qualitative Disclosures about Market Risk			41

Item 4. Controls and Procedures			42

Part II – OTHER INFORMATION

Item 1. Legal Proceedings			43

Item 1A. Risk Factors			43

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			43

Item 3. Defaults upon Senior Securities			43

Item 4. Submission of Matters to a Vote of Security Holders			44

Item 5. Other Information			44

Item 6. Exhibits			45

Exhibit 10.1
Exhibit 10.2
Exhibit 31.1
Exhibit 31.2
Exhibit 32

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TERRA INDUSTRIES INC.

CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)


	June 30,			December 31,			June 30,
	2008			2007			2007
Assets
Cash and cash equivalents	$	752,008		$	698,238		$	286,950
Accounts receivable, less allowance for doubtful accounts of $300, $264 and $422		236,112			171,183			242,349
Inventories		168,950			129,321			167,471
Other current assets		112,000			28,833			23,298
Current assets held for sale - discontinued operations		45,785			2,335			2,313

Total current assets		1,314,855			1,029,910			722,381

Property, plant and equipment, net		386,800			389,728			616,031
Equity method investments		360,805			351,986			165,201
Deferred plant turnaround costs, net		37,116			42,190			41,375
Intangible assets, net		2,822			3,763			4,704
Other assets		27,287			27,721			22,482
Noncurrent assets held for sale - discontinued operations		—			43,029			86,892

Total assets	$	2,129,685		$	1,888,327		$	1,659,066


Liabilities
Accounts payable		146,846			110,687			144,054
Customer prepayments		91,605			299,351			25,166
Accrued and other current liabilities		130,145			102,655			93,608
Current liabilities held for sale - discontinued operations		3,773			4,993			16,632

Total current liabilities		372,369			517,686			279,460

Long-term debt		330,000			330,000			330,000
Deferred taxes		153,754			99,854			66,186
Pension liabilities		9,251			9,268			119,407
Other liabilities		82,550			84,876			88,656
Minority interest		106,451			109,729			105,549
Noncurrent liabilities held for sale - discontinued operations		—			739			2,959

Total liabilities and minority interest		1,054,375			1,152,152			992,217


Preferred Shares - liquidation value of $120,000		115,800			115,800			115,800

Common Shareholders’ Equity
Capital stock
Common Shares, authorized 133,500 shares; 91,836; 89,587 and 91,857 outstanding		144,431			142,170			144,202
Paid-in capital		617,744			618,874			680,819
Accumulated other comprehensive loss		(464	)		(45,328	)		(57,149	)
Retained earnings (accumulated deficit)		197,799			(95,341	)		(216,823	)

Total stockholders’ equity		959,510			620,375			551,049

Total liabilities and stockholders’ equity	$	2,129,685		$	1,888,327		$	1,659,066

See Accompanying Notes to the Consolidated Financial Statements.

TERRA INDUSTRIES INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per-share amounts)
(unaudited)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2008			2007			2008			2007
Revenues
Product revenues	$	836,924		$	690,995		$	1,410,126		$	1,190,461
Other income		6,173			1,540			7,675			2,998

Total revenues		843,097			692,535			1,417,801			1,193,459


Costs and Expenses
Cost of sales		547,070			532,353			954,059			954,617
Selling, general and administrative expense		27,233			28,194			39,937			45,251
Equity earnings of unconsolidated affiliates (Note 8)		(16,518	)		804			(29,808	)		(4,813	)

Total cost and expenses		557,785			561,351			964,188			995,055

Income from operations		285,312			131,184			453,613			198,404
Interest income		5,513			3,482			13,921			6,369
Interest expense		(6,756	)		(6,871	)		(13,814	)		(15,780	)
Loss on early retirement of debt		—			(174	)		—			(38,836	)

Income before income taxes and minority interest		284,069			127,621			453,720			150,157
Income tax provision		(107,069	)		(41,579	)		(166,573	)		(46,736	)
Minority interest		(18,495	)		(13,939	)		(36,621	)		(22,576	)
Equity earnings of unconsolidated affiliates (Note 8)		37,611			—			46,895			—

Income from continuing operations		196,116			72,103			297,421			80,845
Income (loss) from discontinued operations, net of tax (Note 2)		7,319			(1,448	)		7,471			(2,981	)

Net income		203,435			70,655			304,892			77,864
Preferred share dividends		(1,275	)		(1,275	)		(2,550	)		(2,550	)

Income Available to Common Shareholders	$	202,160		$	69,380		$	302,342		$	75,314


Weighted average shares outstanding:
Basic		91,011			91,496			90,588			91,677
Diluted		104,678			107,294			104,652			107,311

Earnings per share - basic
Income from continuing operations	$	2.14		$	0.77		$	3.26		$	0.85
Income (loss) from discontinued operations (Note 2)		0.08			(0.01	)		0.08			(0.03	)

Net income	$	2.22		$	0.76		$	3.34		$	0.82


Earnings per share - diluted
Income from continuing operations	$	1.87		$	0.67		$	2.84		$	0.76
Income (loss) from discontinued operations (Note 2)		0.07			(0.01	)		0.07			(0.03	)

Net Income	$	1.94		$	0.66		$	2.91		$	0.73

See Accompanying Notes to the Consolidated Financial Statements.

TERRA INDUSTRIES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)


	Six Months Ended
	June 30,
	2008			2007
Operating Activities
Net income	$	304,892		$	77,864
Income (loss) from discontinued operations		7,471			(2,981	)

Income from continuing operations		297,421			80,845
Adjustments to reconcile income from continuing operations to net cash flows from operating activities:
Depreciation of property, plant and equipment and amortization of deferred plant turnaround costs		39,449			48,328
Loss on sale of property, plant and equipment		727			—
Deferred income taxes		48,940			36,960
Minority interest in earnings		36,621			22,576
Distributions less than equity earnings		3,881			(3,813	)
Equity earnings GrowHow UK Limited		(46,895	)		—
Non-cash gain on derivatives		(4,954	)		624
Share-based compensation		9,772			13,681
Amortization of intangible and other assets		4,070			4,485
Non-cash loss on early retirement of debt		—			4,662
Changes in operating assets and liabilities:
Accounts receivable		(65,675	)		(40,494	)
Inventories		(36,478	)		48,192
Accounts payable and customer prepayments		(171,404	)		(65,559	)
Other assets and liabilities, net		(14,574	)		21,832

Net cash flows from operating activities - continuing operations		100,901			172,319
Net cash flows from operating activities - discontinued operations		10,051			10,522

Net cash flows from operating activities		110,952			182,841

Investing Activities
Purchase of property, plant and equipment		(25,691	)		(13,496	)
Plant turnaround expenditures		(10,225	)		(20,320	)
Proceeds from sale of property, plant and equipment		1,632			—
Distributions received from unconsolidated affiliates		7,196			—
Contribution settlement received from GrowHow UK Limited		28,055			—

Net cash flows from investing activities - continuing operations		967			(33,816	)
Net cash flows from investing activities - discontinued operations		—			—

Net cash flows from investing activities		967			(33,816	)

Financing Activities
Issuance of debt		—			330,000
Payments under borrowing arrangements		—			(331,300	)
Payments for debt issuance costs		—			(6,398	)
Preferred share dividends paid		(2,550	)		(2,550	)
Common stock dividends paid		(9,202	)		—
Common stock issuances and vestings		(6,842	)		406
Excess tax benefits from equity compensation plans		7,817			—
Payments under share repurchase program		(7,500	)		(19,211	)
Distributions to minority interests		(39,899	)		(11,714	)

Net cash flows from financing activities - continuing operations		(58,176	)		(40,767	)
Net cash flows from financing activities - discontinued operations		—			—

Consolidated Statements of Cash Flows (continued)


	Six Months Ended
	June 30,
	2008			2007
Net cash flows from financing activities		(58,176	)		(40,767	)

Effect of exchange rate changes on cash		27			(325	)

Increase to cash and cash equivalents		53,770			107,933
Cash and cash equivalents at beginning of period		698,238			179,017

Cash and cash equivalents at end of period	$	752,008		$	286,950


Supplemental cash flow information:
Interest paid	$	12,140		$	472
Income tax refunds received	$	206		$	547
Income taxes paid	$	92,368		$	5,198

Supplemental schedule of non-cash investing and financing activities:
Conversion of warrants to common stock	$	1,672		$	—

Supplemental schedule of unconsolidated affiliates distributions received:
Equity earnings of unconsolidated affiliates	$	29,808		$	4,813
Distribution more (less) than equity earnings		3,881			(3,813	)
Distributions received from unconsolidated affiliates		7,196			—

Total cash distributions received from unconsolidated affiliates	$	40,885		$	1,000

See Accompanying Notes to the Consolidated Financial Statements.

TERRA INDUSTRIES INC.

CONSOLIDATED STATEMENTS OF CHANGES IN COMMON SHAREHOLDERS’ EQUITY
SIX MONTHS ENDED JUNE 30, 2008 AND 2007
(in thousands)
(unaudited)


							Accumulated			(Accumulated
							Other			Deficit)
	Common			Paid-In			Comprehensive			Retained						Comprehensive
	Stock			Capital			Loss			Earnings			Total			Income

Balance at January 1, 2008	$	142,170		$	618,874		$	(45,328	)	$	(95,341	)	$	620,375
Comprehensive income (loss):
Net income		—			—			—			304,892			304,892		$	304,892
Foreign currency translation adjustment		—			—			(1,756	)		—			(1,756	)		(1,756	)
Change in fair value of derivatives, net of taxes of $29,145		—			—			46,620			—			46,620			46,620

Comprehensive income																$	349,756

Preferred share dividends		—			—			—			(2,550	)		(2,550	)
Common stock dividends		—			—			—			(9,202	)		(9,202	)
Shares repurchased and retired under the share repurchase program		(190	)		(7,310	)		—			—			(7,500	)
Excess tax benefit		—			10,297			—			—			10,297
Exercise of stock options		11			23			—			—			34
Non vested stock		303			(9,729	)		—			—			(9,426	)
Conversion of warrants		2,137			412			—			—			2,549
Share-based compensation		—			5,177			—			—			5,177

Balance June 30, 2008	$	144,431		$	617,744		$	(464	)	$	197,799		$	959,510


							Accumulated
							Other
	Common			Paid-In			Comprehensive			Accumulated						Comprehensive
	Stock			Capital			Loss			Deficit			Total			Income

Balance at January 1, 2007	$	144,976		$	693,896		$	(63,739	)	$	(292,137	)	$	482,996
Comprehensive income (loss):
Net income		—			—			—			77,864			77,864		$	77,864
Foreign currency translation adjustment		—			—			11,486			—			11,486			11,486
Change in fair value of derivatives, net of taxes of $3,665		—			—			(6,809	)		—			(6,809	)		(6,809	)
Pension and post retirement benefit liabilities		—			—			1,913			—			1,913			1,913

Comprehensive income																$	84,454

Preferred share dividends		—			—			—			(2,550	)		(2,550	)
Exercise of stock options		226			180			—			—			406
Shares repurchased and retired under the share repurchase program		(1,000	)		(18,211	)		—			—			(19,211	)
Share-based compensation		—			4,954			—			—			4,954

Balance June 30, 2007	$	144,202		$	680,819		$	(57,149	)	$	(216,823	)	$	551,049

See Accompanying Notes to the Consolidated Financial Statements.

TERRA INDUSTRIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1.		Financial Statement Presentation

		Basis of Presentation

		The accompanying unaudited consolidated financial statements and notes thereto contain all adjustments necessary, in the opinion of management, to summarize fairly the financial position of Terra Industries Inc. and all majority-owned subsidiaries (“Terra”, “the Company”, “our” “we” and “us”) and the results of operations for the periods presented. Because of the seasonal nature of our operations and effects of weather-related conditions in several of its marketing areas, results of any interim reporting period should not be considered as indicative of results for a full year. These statements should be read in conjunction with our 2007 Annual Report on Form 10-K to Shareholders.

		Revenue Recognition

		Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, no obligations remain and collectibility is probable.

		Revenues are primarily comprised of sales of our nitrogen-based products, including any realized hedging gains or losses related to nitrogen product derivatives, and are reduced by estimated discounts and trade allowances. We classify amounts directly or indirectly billed to our customers for shipping and handling as revenue.

		Cost of Sales

		Cost of sales are primarily manufacturing costs related to our nitrogen-based products, including any realized hedging gains or losses related to natural gas derivatives. We classify amounts directly or indirectly billed for delivery of products to our customers or our terminals as cost of sales.

		Derivatives and Financial Instruments

		We enter into derivative financial instruments, including swaps, basis swaps, and options, to manage the effect of changes in natural gas costs and to manage the prices of our nitrogen products. We report the fair value of the derivatives on our balance sheet. If the derivative is not designated as a hedging instrument, changes in fair value are recognized in earnings in the period of change. If the derivative is designated as a cash flow hedge, and to the extent such hedge is determined to be effective, changes in fair value are reported as a component of accumulated other comprehensive income (loss) in the period of change, and subsequently recognized in cost of sales in the period the offsetting hedged transaction occurs.

		Segment Reporting

		We review our reportable industry segments based upon the guidance provided in Statement of Financial Accounting Standards (SFAS) 131, Disclosures about Segments of an Enterprise and Related Information (“SFAS 131”). The methanol industry segment does not meet the quantitative thresholds of SFAS 131 because we have reclassified the Beaumont, Texas related assets and liabilities as held for sale and have included earnings related to these assets in discontinued operations as required by SFAS 144, Accounting for the Impairment or Disposal of Long-lived Assets (“SFAS 144”). As a wholesale nitrogen producer we are no longer reporting industry segments in a separate disclosure because the only reportable industry segment is nitrogen.

		Inventories

		Inventories are stated at the lower of average cost or estimated net realizable value. We perform a monthly analysis of our inventory balances to determine if the carrying amount of inventories exceeds its net realizable value. The analysis of estimated realizable value is based on customer orders, market trends, and historical pricing. If the carrying amount exceeds the estimated net realizable value, the carrying amount is reduced to the estimated net realizable value.

		Production costs include the cost of direct labor and materials, depreciation and amortization, and overhead costs related to manufacturing activity. The cost of inventories is determined using the first- in, first-out method.

		We estimate a reserve for obsolescence and excess of our materials and supplies inventory. Inventory is stated net of the reserve.

		Plant Turnaround Costs

		Costs incurred for the periodic scheduled major maintenance of continuous process production facilities (plant turnarounds) are deferred and charged to product costs on a straight-line basis during the period until the next scheduled turnaround, generally two years. These costs are directly related to and associated with the turnaround to replace or extend the useful life of worn major equipment and electronic system controls for items such as compressors, heat exchangers, pumps, valves, catalysts, piping, motors and other items.

		Impairment of Long-Lived Assets

		We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected future cash flows expected to result from the use of the asset (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment loss is recognized based on the difference between the carrying amount and the fair value of the asset.

		Use of Estimates in Preparation of the Financial Statements

		The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

2.		Discontinued Operations

		During 2007, we entered into an agreement for Eastman Chemical Company to purchase our Beaumont, Texas assets, including the methanol and ammonia production facilities. We anticipate closing the sale on or before January 1, 2009. In connection with this sales agreement, we evaluated our Beaumont facility for impairment. We determined that this facility’s carrying values were impaired and we recorded a $39 million impairment charge in the third quarter of 2007.

		Pursuant to the requirements of SFAS 144, we classified and accounted for certain assets as held for sale as the anticipated sales date is within one year. SFAS 144 requires that assets held for sale are valued on an asset-by-asset basis at the lower of carrying amount or fair value less costs to sell. In applying those provisions, we considered cash flow analyses, and offers related to those assets. In accordance with the provisions of SFAS 144, assets for sale are not depreciated.

		Results of the Beaumont operations are reported for all periods presented on a net of tax basis as discontinued operations. In addition, assets and liabilities of the business held for sale have been classified as assets and liabilities held for sale in the accompanying Consolidated Balance Sheets.

		Summarized Financial Results of Discontinued Operations


	Three Months Ended						Six Months Ended
	June 30,						June 30,
(in thousands)	2008			2007			2008			2007
Operating revenue	$	13,224		$	1,280		$	14,645		$	2,642
Operating and other expenses		(1,027	)		(3,690	)		(2,214	)		(7,602	)

Pretax income (loss) from operations of discontinued components		12,197			(2,410	)		12,431			(4,960	)
Income tax (expense) benefit		(4,878	)		962			(4,960	)		1,979

Income (loss) from discontinued operations	$	7,319		$	(1,448	)	$	7,471		$	(2,981	)

The major classes of assets and liabilities held for sale and related to discontinued operations as of June 30, 2008, December 31, 2007 and June 30, 2007 are as follows:


	June 30,		December 31,		June 30,
(in thousands)	2008		2007		2007
Trade receivables	$	470	$	45	$	66
Inventory		2,203		2,203		2,203
Other current assets		43,112		87		44

Current assets	$	45,785	$	2,335	$	2,313


Property, plant and equipment - net	$	—	$	42,212	$	86,075
Other non-current assets		—		817		817

Non-current assets	$	—	$	43,029	$	86,892


Accounts payable	$	279	$	18	$	(150	)
Other current liabilities		3,494		4,975		16,782

Current liabilities	$	3,773	$	4,993	$	16,632


Other non-current liabilities	$	—	$	739	$	2,959

Non-current liabilities	$	—	$	739	$	2,959

3.		Income (Loss) Per Share

		Basic income (loss) per share data is based on the weighted-average number of common shares outstanding during the period. Diluted income (loss) per share data is based on the weighted-average number of common shares outstanding and the effect of all dilutive potential common shares including stock options, nonvested shares, convertible preferred shares and common stock warrants. Nonvested stock carries dividend and voting rights, but is not included in the weighted average number of common shares outstanding used to compute basic income (loss) per share since they are contingently returnable.

The following table provides a reconciliation between basic and diluted income (loss) per share for the and six-month periods ended June 30, 2008 and 2007:


	Three Months Ended						Six Months Ended
	June 30,						June 30,
(in thousands, except per-share amounts)	2008			2007			2008			2007
Basic income (loss) per share computation:
Income from continuing operations	$	196,116		$	72,103		$	297,421		$	80,845
Less: Preferred share dividends		(1,275	)		(1,275	)		(2,550	)		(2,550	)

Income from continuing operations available to common shareholders		194,841			70,828			294,871			78,295
Income (loss) from discontinued operations available to common shareholders		7,319			(1,448	)		7,471			(2,981	)

Income (loss) available to common shareholders	$	202,160		$	69,380		$	302,342		$	75,314


Weighted average shares outstanding		91,011			91,496			90,588			91,677


Income per share - continuing operations	$	2.14		$	0.77		$	3.26		$	0.85
Income (loss) per share - discontinued operations		0.08			(0.01	)		0.08			(0.03	)

Net income per share	$	2.22		$	0.76		$	3.34		$	0.82


Diluted income (loss) per share computation:
Income from continuing operations available to common shareholders	$	194,841		$	70,828		$	294,871		$	78,295
Add: Preferred share dividends		1,275			1,275			2,550			2,550

Income available to common shareholders and assumed conversions	$	196,116		$	72,103		$	297,421		$	80,845


Weighted average shares outstanding		91,011			91,496			90,588			91,677
Add incremental shares from assumed conversions:
Preferred shares		12,048			12,048			12,048			12,048
Non vested stock		572			753			590			681
Common stock warrants		1,047			2,887			1,424			2,760
Common stock options		—			110			2			145

Dilutive potential common shares		104,678			107,294			104,652			107,311


Income per share - continuing operations	$	1.87		$	0.67		$	2.84		$	0.76
Income (loss) per share - discontinued operations		0.07			(0.01	)		0.07			(0.03	)

Net income per share	$	1.94		$	0.66		$	2.91		$	0.73

4.		Inventories

		Inventories consisted of the following:


	June 30,		December 31,		June 30,
(in thousands)	2008		2007		2007
Raw materials	$	16,791	$	17,765	$	23,187
Supplies		33,702		35,909		47,679
Finished goods		118,457		75,647		96,605

Total	$	168,950	$	129,321	$	167,471

Inventory is valued at actual first-in, first-out cost. Costs include raw materials, labor and overhead.

Derivative Financial Instruments

We manage risk using derivative financial instruments for changes in natural gas supply prices and changes in nitrogen prices. Derivative financial instruments have credit risk and market risk.

To manage credit risk, we enter into derivative transactions only with counter-parties who are currently rated as BBB or better or equivalent as recognized by a national rating agency. We will not enter into transactions with a counter-party if the additional transaction will result in credit exposure exceeding $20 million. The credit rating of counter-parties may be modified through guarantees, letters of credit or other credit enhancement vehicles.

We classify a derivative financial instrument as a hedge if all of the following conditions are met:

The item to be hedged must expose us to price risk.

It must be probable that the results of the hedge position substantially offset the effects of price changes on the hedged item (e.g., there is a high correlation between the hedge position and changes in market value of the hedge item).

The derivative financial instrument must be designated as a hedge of the item at the inception of the hedge.

Natural gas supplies to meet production requirements at our North American production facilities are purchased at market prices. Natural gas market prices are volatile and we effectively fix prices for a portion of our natural gas production requirements and inventory through the use of swaps, basis swaps and options. The North American contracts reference physical natural gas prices or appropriate NYMEX futures contract prices. Contract physical prices for North America are frequently based on prices at the Henry Hub in Louisiana, the most common and financially liquid location of reference for financial derivatives related to natural gas. However, natural gas supplies for our North American production facilities are purchased at locations other than Henry Hub, which often creates a location basis differential between the contract price and the physical price of natural gas. Accordingly, the use of financial derivatives may not exactly offset the change in the price of physical gas. The contracts are traded in months forward and settlement dates are scheduled to coincide with gas purchases during that future period.

A swap is a financial instrument whereby we agree to pay a counterparty a fixed rate, and the counterparty pays us a variable rate. Option contracts give the holder the right to either own or sell a futures or swap contract. The option contracts require initial premium payments ranging from 2% to 5% of contract value. Basis swap contracts require payments to or from us for the amount, if any, that monthly published gas prices from the source specified in the contract differ from the prices of a NYMEX natural gas futures during a specified period. There are no initial cash requirements related to the swap and basis swap agreements.

We may also use a collar structure where we will enter into a swap, sell a call at a higher price and buy a put. The collar structure allows for greater participation in a decrease to natural gas prices and protects against moderate price increases. However, the collar exposes us to large price increases. At June 30, 2008 there were no collars outstanding.

The following summarizes open natural gas derivative contracts at June 30, 2008 and 2007 and December 31, 2007:


	Other		Other
	Current		Current			Deferred			Net Asset
(in thousands)	Assets		Liabilities			Taxes			(Liability)
June 30, 2008	$	83,968	$	(10,094	)	$	(26,121	)	$	47,753
December 31, 2007	$	4,798	$	(14,733	)	$	3,022		$	(6,913	)
June 30, 2007	$	2,523	$	(30,749	)	$	10,040		$	(18,186	)

Certain derivatives outstanding at June 30, 2008 and 2007, which settled during July 2008 and 2007, respectively, are included in the position of open natural gas derivatives in the table above. The July 2008 derivatives settled for an approximate $15.6 million gain compared to the July 2007 derivatives which settled for an approximate $5.5 million loss. Substantially all open derivatives will settle during the next twelve months.

We determined that certain derivative contracts were ineffective hedges for accounting purposes and recorded a credit of $4.8 million and a credit of $.5 million, respectively, to cost of sales for the period ending June 30, 2008 and 2007, respectively.

The effective portion of gains and losses on derivative contracts that qualify for hedge treatment are carried as accumulated other comprehensive income (loss) and credited or charged to cost of sales in the month in which the hedged transaction settles. Gains and losses on the contracts that do not qualify for hedge treatment are credited or charged to cost of sales based on the positions’ fair value. The risk and reward of outstanding natural gas positions are directly related to increases or decreases in natural gas prices in relation to the underlying NYMEX natural gas contract prices.

The activity to accumulated other comprehensive income (loss), net of income taxes, relating to current period hedging transactions for the three-month periods ended June 30, 2008 and 2007 follows:


	Three Months Ended
	June 30,
	2008						2007
(in thousands)	Gross			Net of tax			Gross			Net of tax
Beginning accumulated gain	$	26,615		$	17,301		$	4,210		$	2,736
Reclassification into earnings		(36,570	)		(24,768	)		(2,375	)		(1,544	)
Net change in market value		77,085			48,475			(30,519	)		(19,837	)

Ending accumulated gain	$	67,130		$	41,008		$	(28,684	)	$	(18,645	)

The activity to accumulated other comprehensive income (loss), net of income taxes, relating to current period hedging transactions for the six-month periods ended June 30, 2008 and 2007 follows:


	Six Months Ended
	June 30,
	2008						2007
(in thousands)	Gross			Net of tax			Gross			Net of tax
Beginning accumulated loss	$	(8,635	)	$	(5,612	)	$	(18,210	)	$	(11,836	)
Reclassification into earnings		(44,067	)		(29,795	)		352			229
Net change in market value		119,832			76,415			(10,826	)		(7,038	)

Ending accumulated gain	$	67,130		$	41,008		$	(28,684	)	$	(18,645	)

Approximately $67.1 million of the net accumulated gain at June 30, 2008 will be reclassified into earnings during the next twelve months as compared to $28.7 million of the net accumulated loss at June 30, 2007.

At times, we also use forward derivative instruments to fix or set floor prices for a portion of our nitrogen sales volumes. At June 30, 2008, we did not have any open contracts for nitrogen solutions. When outstanding, the nitrogen solution contracts do not qualify for hedge treatment due to inadequate trading history to demonstrate effectiveness. Consequently, these contracts are marked-to-market and unrealized gains or losses are reflected in revenue in the statement of operations. For the three- and six-month periods ending June 30, 2008, there were no gains or losses on nitrogen forward derivative instruments. For the three- and six-month periods ending June 30, 2007, we recognized a loss of $1.1 million and $2.0 million, respectively, on nitrogen forward derivative instruments.

Fair Value Measurements

On January 1, 2008, we adopted SFAS 157, Fair Value Measurements (“SFAS 157”), which, among other things, requires enhanced disclosure of assets and liabilities measured and reported at fair value. In February 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position No. 157-2, Effective Date of FASB Statement No. 157, which delayed for one year the applicability of SFAS 157’s fair-value measurements to certain nonfinancial assets and liabilities. We adopted SFAS 157 in 2008, except as it applies to those nonfinancial assets and liabilities as affected by the one-year delay. The adoption of SFAS 157 did not have a material impact on our financial statements.

		SFAS 157 establishes a three level hierarchal disclosure framework that prioritizes and ranks the level of market price observability used in measuring assets and liabilities at fair value. Market price observability is impacted by a number of factors, including the type of asset or liability and its characteristics. Assets and liabilities with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

		The three levels are defined as follows:

•

Level 1 — inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.

•

Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

•

Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement.

We evaluated our assets and liabilities to determine which items should be disclosed according to SFAS 157. We currently measure our derivative contracts on a recurring basis at fair value. The inputs included in the fair value measurement of our derivative contract use adjusted quoted prices from an active market which are classified at level 2 as a significant other observable input in the disclosure hierarchy framework as defined by SFAS 157.

The following table summarizes the valuation of our assets and liabilities in accordance with SFAS 157 fair value hierarchy levels as of June 30, 2008:


	Quoted Market		Significant Other			Significant
	Prices in Active		Observable			Unobservable
	Markets		Inputs			Inputs
(in thousands)	(Level 1)		(Level 2)			(Level 3)

Assets
Derivative contracts	$	—	$	83,968		$	—

Total	$	—	$	83,968		$	—


Liabilities
Derivative contracts	$	—	$	(10,094	)	$	—

Total	$	—	$	(10,094	)	$	—

7.		Other Liabilities

		Other liabilities consisted of the following:


	June 30,		December 31,		June 30,
(in thousands)	2008		2007		2007
Unrecognized tax benefit	$	33,560	$	33,560	$	33,560
Long-term medical and closed facility reserve		24,405		24,368		23,618
Long-term deferred revenue		10,313		10,885		11,573
Accrued phantom shares		7,613		9,231		12,192
Long-term retiree medical and post employment reserve		6,136		6,112		6,994
Other		523		720		719

	$	82,550	$	84,876	$	88,656

8.		Equity Investments

		Trinidad and United States

Our investment in companies that are accounted for on the equity method of accounting and included in operations consist of the following: (1) 50% ownership interest in Point Lisas Nitrogen Limited, (“PLNL”) which operates an ammonia production plant in Trinidad (2) 50% interest in an ammonia storage joint venture located in Houston, Texas and (3) 50% interest in a joint venture in Oklahoma CO₂ at our Verdigris nitrogen plant. These investments were $137.1 million at June 30, 2008. We include the net earnings of these investments as an element of income from operations because the investees’ operations provide additional capacity to our operations.

The combined results of operations and financial position of our equity method investments are summarized below:


	Three Months Ended					Six Months Ended
	June 30,					June 30,
(in thousands)	2008		2007			2008		2007
Condensed income statement information:
Net sales	$	83,993	$	25,696		$	182,528	$	55,059


Net income	$	31,640	$	2,382		$	62,921	$	9,494


Terra’s equity in earnings of unconsolidated affiliates	$	16,518	$	(804	)	$	29,808	$	4,813


	June 30,		June 30,
(in thousands)	2008		2007
Condensed balance sheet information:
Current assets	$	57,166	$	51,141
Long-term assets		182,320		201,217

Total assets	$	239,486	$	252,358


Current liabilities	$	40,557	$	24,502
Long-term liabilities		13,020		—
Equity		185,909		227,856

Total liabilities and equity	$	239,486	$	252,358

The carrying value of these investments at June 30, 2008 was $44.1 million more than our share of the affiliates’ book value. The excess is attributable primarily to the step-up in basis for fixed asset values, which is being depreciated over a period of approximately fifteen years. Our equity in earnings of unconsolidated subsidiaries is different than our ownership interest in income reported by the unconsolidated subsidiaries due to deferred profits on intergroup transactions and amortization of basis differences.

We have transactions in the normal course of business with PLNL whereby we are obliged to purchase 50% of the ammonia produced by PLNL at current market prices. During the six-month period ending June 30, 2008, we purchased approximately $77.4 million of ammonia from PLNL. During the six-month period ending June 30, 2007, we purchased approximately $31.9 million of ammonia from PLNL. During the first half of 2007, PLNL performed a turnaround, resulting in lower production levels and consequently, lower purchases by us.

We received $40.9 million and $1.0 million in distributions from all of our equity investments in the six-month periods ending June 30, 2008 and 2007, respectively.

United Kingdom

On September 14, 2007, we completed the formation of GrowHow UK Limited (GrowHow), a joint venture between us and Kemira GrowHow Oyj (Kemira). Pursuant to the joint venture agreement, we contributed our United Kingdom subsidiary Terra Nitrogen (UK) Limited to the joint venture for a 50% interest. Subsequent to September 14, 2007, we have accounted for our investment in GrowHow as an equity method investment. This investment was $223.7 million at June 30, 2008.

Our interest in the joint venture is classified as a non-operating equity investment. We do not include the net earnings of this investment as an element of income from operations since the investees’ operations do not provide additional capacity to us, nor are its operations integrated with our supply chain in North America.

The six-month results of operations and financial position of our equity method investment in GrowHow at June 30, 2008 were:


(in thousands)	2008

Condensed income statement information:
Net sales	$	546,033

Net income	$	98,099

Terra’s equity in earnings of unconsolidated affiliates	$	46,895


Condensed balance sheet information:
Current assets	$	335,197
Long-term assets		257,849

Total assets	$	593,046


Current liabilities	$	135,371
Long-term liabilities		175,707
Equity		281,968

Total liabilities and equity	$	593,046

The carrying value of these investments at June 30, 2008 was $82.8 million more than our share of the affiliates’ book value. The excess is attributable primarily to the step-up in basis for fixed asset values, which is being depreciated over a period of approximately twelve years. Our equity earnings of GrowHow are different than our ownership interest in GrowHow’s net income due to the amortization of basis differences.

We contributed Terra Nitrogen (UK) Limited to the joint venture for a 50% interest in the joint venture, and Kemira contributed its Kemira GrowHow UK Limited subsidiary for the remaining 50% interest. The GrowHow joint venture in the United Kingdom includes the Kemira site at Ince and our Teeside and Severnside sites. Pursuant to the GrowHow Agreements with Kemira, we are eligible to receive a balancing consideration payment from GrowHow in 2011. We will receive a minimum balancing consideration payment of £20 million, and have the right to receive up to £60 million, based on GrowHow’s level of earnings before interest, taxes, depreciation and amortization (EBITDA) for the years 2008 through 2010.

In January 2008 GrowHow closed the Severnside manufacturing facility. Pursuant to the agreement with Kemira, we are responsible for any remediation costs required to prepare the Severnside site for disposal. We anticipate remediation costs to be approximately $5.0 million to $10.0 million. We have an option to purchase the Severnside land for a nominal amount at any time prior to sale. If we elect not to exercise this option we are still entitled to receive the sales proceeds. We anticipate that the proceeds related to the sale of the Severnside land would exceed the total cost of reclamation of site.

We received $28.1 million from GrowHow during the 2008 first quarter for the refund of working capital contributions in excess of amounts specified in the Joint Venture Contribution Agreement.

There were no distributions from the United Kingdom equity investment since the inception in 2007.

9.		Long-term Debt

		Long-term debt consisted of the following:


	June 30,		December 31,		June 30,
(in thousands)	2008		2007		2007
Unsecured Senior Notes, 7.0% due 2017	$	330,000	$	330,000	$	330,000

Total long-term debt		330,000		330,000		330,000
Less current maturities		—		—		—

Total long-term debt	$	330,000	$	330,000	$	330,000

In February 2007, Terra Capital, Inc., (“TCAPI”) a subsidiary of Terra Industries Inc., issued $330 million of 7.0% Senior Notes due 2017 to refinance our Senior Secured Notes due in 2008 and 2010. The notes are unconditionally guaranteed by Terra Industries Inc. and its U.S. subsidiaries (see Note 15). These notes and guarantees are unsecured and will rank equal in right of payment with any existing and future senior obligations of such guarantors. We recorded a $38.8 million loss on the early retirement of debt.

The Indenture governing these notes contains covenants that limit, among other things, our ability to: incur additional debt, pay dividends on common stock of Terra Industries Inc. or repurchase shares of such common stock, make certain investments, sell any of our principal production facilities or sell other assets outside the ordinary course of business, enter into transactions with affiliates, limit dividends or other payments by our restricted subsidiaries, enter into sale and leaseback transactions, engage in other businesses, sell all or substantially all of our assets or merge with or into other companies, and reduce our insurance coverage.

We are obligated to offer to repurchase these notes upon a Change of Control (as defined in the Indenture) at a cash price equal to 101% of the aggregate principal amount outstanding at that time, plus accrued interest to the date of purchase. The Indenture governing these notes contains events of default and remedies customary for a financing of this type.

In conjunction with the bond refinancing, we amended the $200 million revolving credit facility to extend the expiration date to January 31, 2012. The revolving credit facility is secured by substantially all of our assets. Borrowing availability is generally based on 100% of eligible cash balances, 85% of eligible accounts receivable and 60% of eligible finished goods inventory less outstanding letters of credit issued under the facility. These facilities include $50 million only available for the use of Terra Nitrogen Company, L.P. (TNCLP), one of our consolidated subsidiaries. Borrowings under the revolving credit facility will bear interest at a floating rate plus an applicable margin, which can be either a base rate, or, at our option, a London Interbank Offered Rate (LIBOR). At June 30, 2008, the LIBOR rate was 2.47%. The base rate is the highest of (1) Citibank, N.A.’s base rate (2) the federal funds effective rate, plus one-half percent (0.50%) per annum and (3) the base three month certificate of deposit rate, plus one-half percent (0.50%) per annum, plus an applicable margin in each case. LIBOR loans will bear interest at LIBOR plus an applicable margin. The applicable margins for base rate loans and LIBOR loans were 0.50% and 1.75%, respectively, at June 30, 2008. The revolving credit facility requires an initial one-half percent (0.50%) commitment fee on the difference between committed amounts and amounts actually borrowed.

At June 30, 2008, we had no outstanding revolving credit borrowings and $6.5 million in outstanding letters of credit. The $6.5 million in outstanding letters of credit reduced our borrowing availability to $193.5 million at June 30, 2008. The credit facilities require that we adhere to certain limitations on additional debt, capital expenditures, acquisitions, liens, asset sales, investments, prepayments of subordinated indebtedness, changes in lines of business and transactions with affiliates. If our borrowing availability falls below $60 million, we are required to have achieved minimum operating cash flows or earnings before interest, income taxes, depreciation, amortization and other non-cash items of $60 million during the most recent four quarters.

10.		Pension Plans

		We maintain defined benefit and defined contribution pension plans that cover substantially all salaried and hourly employees. Benefits are based on a pay formula. The defined benefit plans’ assets consist principally of equity securities and corporate and government debt securities. We also have certain non-qualified pension plans covering executives, which are unfunded. We accrue pension costs based upon annual actuarial valuations for each plan and fund these costs in accordance with statutory requirements.

		The estimated components of net periodic pension expense follow:


	Three Months Ended						Six Months Ended
	June 30,						June 30,
(in thousands)	2008			2007			2008			2007
Service cost	$	778		$	748		$	1,556		$	1,496
Interest cost		4,412			6,231			8,824			12,462
Expected return on plan assets		(4,516	)		(6,056	)		(9,032	)		(12,112	)
Amortization of prior service cost		(9	)		(9	)		(18	)		(18	)
Amortization of actuarial loss		468			1,409			936			2,818
Termination charge		—			123			—			246

Pension expense	$	1,133		$	2,446		$	2,266		$	4,892

Cash contributions to the defined benefit pension plans for the three months ended June 30, 2008 and 2007 were $0.6 million and $5.7 million, respectively. Cash contributions to the defined benefit plans for the six months ended June 30, 2008 and 2007 were $0.9 and $14.7 million, respectively.

We also sponsor defined contribution savings plans covering most full-time employees. Contributions made by participating employees are matched based on a specified percentage of employee contributions. The cost of our contributions to these plans for the three-month periods ending June 30, 2008 and 2007 were $0.9 million and $1.8 million, respectively. Contributions to these plans for the six-month periods ending June 30, 2008 and 2007 were $2.0 and $3.1 million, respectively.

We provide health care benefits for certain U.S. employees who retired on or before January 1, 2002. Participant contributions and co-payments are subject to escalation. The plan pays a stated percentage of most medical expenses reduced for any deductible and payments made by government programs. These costs are funded as paid.

11.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) refers to revenues, expenses, gains and losses that under accounting principles generally accepted in the United States are recorded as an element of shareholders’ equity but are excluded from net income (loss). Our accumulated other comprehensive income (loss) is comprised of (a) adjustments that result from translation of our foreign entity financial statements from their functional currencies to United States dollars, (b) adjustments that result from translation of intercompany foreign currency transactions that are of a long-term investment nature (that is, settlement is not planned or anticipated in the foreseeable future) between entities that are consolidated in our financial statements, (c) the offset to the fair value of derivative assets and liabilities (that qualify as a cash flow hedge) recorded on the balance sheet, and (d) pension and post-retirement benefit liabilities adjustments.

The components of accumulated other comprehensive income (loss), net of tax, for the six months ended June 30, 2008 and 2007 follow:


	Foreign
	Currency						Pension and Post-
	Translation			Fair Value of			Retirement Benefit
(in thousands)	Adjustment			Derivatives			Liabilities			Total

Balance January 1, 2008	$	(22,364	)	$	(5,612	)	$	(17,352	)	$	(45,328	)
Change in foreign translation adjustment		(1,756	)		—			—			(1,756	)
Reclassification to earnings		—			(29,795	)		—			(29,795	)
Change in fair value of derivatives		—			76,415			—			76,415

Balance June 30, 2008	$	(24,120	)	$	41,008		$	(17,352	)	$	(464	)


Balance January 1, 2007	$	24,518		$	(11,836	)	$	(76,421	)	$	(63,739	)
Change in pension and post-retirement liabilities		—			—			1,913			1,913
Change in foreign translation adjustment		11,486			—			—			11,486
Reclassification to earnings		—			229			—			229
Change in fair value of derivatives		—			(7,038	)		—			(7,038	)

Balance June 30, 2007	$	36,004		$	(18,645	)	$	(74,508	)	$	(57,149	)

12.

Commitments and Contingencies

We are involved in various claims and legal actions arising in the ordinary course of business, including employee injury claims. Based on the facts currently available, management believes that the ultimate disposition of these matters will not have a material adverse effect on our consolidated financial position, results of operation or liquidity and that the likelihood that a loss contingency will occur in connection with these claims is remote.

We have entered into physical natural gas supply agreements through March 2009 for approximately 28.7 million MMBtu’s. As of June 30, 2008, these natural gas commitments were $1.9 million above the respective index prices.

13.

New Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS 141R, Business Combinations (“SFAS 141R”), which changes the way we account for business acquisitions. SFAS 141R requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction and establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed in a business combination. Certain provisions of this standard will, among other things, impact the determination of acquisition-date fair value of consideration paid in a business combination (including contingent consideration); exclude transaction costs from acquisition accounting; and change accounting practices for acquired contingencies, acquisition-related restructuring costs, in-process research and development, indemnification assets, and tax benefits. SFAS 141R is effective for business combinations and adjustments to an acquired entity’s deferred tax asset and liability balances occurring after December 31, 2008. We are currently evaluating the future impacts and disclosures of SFAS 141R.

In December 2007, the FASB issued SFAS 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51, (“SFAS 160”). SFAS 160 improves the comparability and transparency of financial statements when reporting minority interest. Entities with a noncontrolling interest will be required to clearly identify and present the ownership interest in the consolidated statement of financial position within equity, but separate from the parent’s equity. The amount of consolidated net income attributable to the parent and to the noncontrolling interest will be identified and presented on the face of the consolidated statement of income. The statement offers further guidance on changes in ownership interest, deconsolidation, and required disclosures. The statement is effective for fiscal years and interim periods within those fiscal years beginning January 1, 2009. We are currently assessing the impact SFAS 160 may have on our financial statements.

In March 2008, the FASB issued SFAS 161, Disclosures about Derivative Instruments and Hedging Activities (“SFAS 161”). SFAS 161 is an amendment of SFAS 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”). To address concerns that the existing disclosure requirements of SFAS 133 do not provide adequate information, this Statement requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. This statement shall be effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. We are currently evaluating the future impacts and disclosures of SFAS 161.

In May 2008, the FASB issued SFAS 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This statement is effective 60 days following the Security and Exchange Commission’s approval of the Public Company Accounting Oversight Board amendments to Auditing Standards Section 411. We do not expect the adoption of SFAS 162 to have a material impact on our results of operations or financial condition.

14.

Common Stockholders’ Equity

Terra allocates $1.00 per share upon the issuance of Common Shares to the Common Share capital account. The Common Shares have no par value. In the second quarter we declared and paid a $0.10 dividend per Common Share. Future dividends are necessarily dependent upon future earnings, capital requirements, general financial condition, general business conditions, approval from our Board of Directors and other factors.

		In connection with the Mississippi Chemical Corporation (“MCC”) acquisition, we issued warrants to purchase 4.0 million of our common shares at $5.48 per share. These warrants were valued at $21.1 million at the MCC closing. During 2005, shareholders approved the issuance of the underlying shares and the warrant value was reclassified to common stockholders’ equity.

		During the six month period ended June 30, 2008, a portion of these warrants were exercised and were redeemed for common shares.


(in thousands)	2008		2007
January 1 warrants outstanding		3,288		4,000
Exercised		2,358		—

June 30 warrants outstanding		930		4,000

		On May 6, 2008, the Board of Directors adopted a resolution for the repurchase of 12,841,717 shares representing 14 percent of our outstanding stock. The stock buyback program commenced on May 7, 2008 and has been and will be conducted on the open market, in private transactions or otherwise at such times prior to December 31, 2009, and at such prices we determine appropriate. Purchases may be commenced or suspended at any time without notice.

		During 2008, our repurchases under stock buyback programs were:

Number of

Average Price

Total Cost

(in thousands, except average

of Shares

price of shares repurchased)

Repurchased

May 2008

189

39.65

7,500

15.

Guarantor Subsidiaries

The consolidating statement of financial position of Terra Industries Inc. (the “Parent”), Terra Capital, Inc. (“TCAPI”), the Guarantor Subsidiaries and subsidiaries of the Parent that are not guarantors of the Unsecured Senior Notes due 2017 for June 30, 2008; December 31, 2007; and June 30, 2007 are presented below for purposes of complying with the reporting requirements of the Guarantor Subsidiaries. Statements of operations for the three- and six-month periods ended June 30, 2008 and 2007 and statements of cash flows for the six months ended June 30, 2008 and 2007 are presented below for purposes of complying with the reporting requirements of the Guarantor Subsidiaries. The guarantees of the Guarantor Subsidiaries are full and unconditional. The Subsidiary issuer and the Guarantor Subsidiaries guarantees are joint and several with the Parent.

Guarantor subsidiaries include subsidiaries that own the Woodward, Oklahoma; Port Neal, Iowa; Yazoo City, Mississippi, and Beaumont, Texas plants; Terra Environmental Technologies as well as the corporate headquarters facility in Sioux City, Iowa. The Beaumont, Texas facility is classified as held for sale pursuant to SFAS 144. All guarantor subsidiaries are wholly owned by the Parent. All other company facilities are owned by non-guarantor subsidiaries.

Condensed Consolidating Balance Sheet as of June 30, 2008:


						Guarantor		Non-Guarantor
(in thousands)	Parent		TCAPI			Subsidiaries		Subsidiaries		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	—	$	45,342		$	382,642	$	817,198	$	(493,174	)	$	752,008
Accounts receivable, net		—		5,848			146,935		89,177		(5,848	)		236,112
Inventories		1		—			116,451		52,498		—			168,950
Other current assets		43,022		1,935			20,611		46,432		—			112,000
Current assets held for sale - discontinued operations		—		—			45,785		—		—			45,785

Total current assets		43,023		53,125			712,424		1,005,305		(499,022	)		1,314,855

Property, plant and equipment, net		—		—			266,936		119,864		—			386,800
Equity investment - operating		—		—			10,567		126,502		—			137,069
Equity investment - non-operating		—		—			—		223,736		—			223,736
Intangible assets, other assets and deferred plant turnaround costs		6,732		7,744			24,611		33,481		(5,343	)		67,225
Investments in and advances to (from) affiliates		959,510		394,584			2,130,501		130,179		(3,614,774	)		—
Non current assets held for sale - discontinued operations		—		—			—		—		—			—

Total assets	$	1,009,265	$	455,453		$	3,145,039	$	1,639,067	$	(4,119,139	)	$	2,129,685


Liabilities
Accounts payable	$	279	$	—		$	94,954	$	57,461	$	(5,848	)	$	146,846
Customer prepayments		—		—			49,138		42,467		—			91,605
Accrued and other current liabilities		58,008		9,187			35,684		27,266		—			130,145
Current liabilities held for sale - discontinued operations		—		—			3,773		—		—			3,773

Total current liabilities		58,287		9,187			183,549		127,194		(5,848	)		372,369

Long-term debt		—		330,000			—		—		—			330,000
Deferred taxes		136,706		—			—		13,583		3,465			153,754
Pension and other liabilities		78,526		(340	)		11,067		2,224		324			91,801
Minority interest		—		20,771			85,680		—		—			106,451
Noncurrent liabilities held for sale - discontinued operations		—		—			—		—		—			—

Total liabilities and minority interest		273,519		359,618			280,296		143,001		(2,059	)		1,054,375


Preferred stock		115,800		—			—		—		—			115,800

Condensed Consolidating Balance Sheet (continued)


							Guarantor		Non-Guarantor
(in thousands)	Parent			TCAPI			Subsidiaries		Subsidiaries		Eliminations			Consolidated
Common Stockholders’ Equity
Common stock		144,431			—			73		32,458		(32,531	)		144,431
Paid-in capital		617,744			150,218			1,944,959		1,168,302		(3,263,479	)		617,744
Accumulated other comprehensive income (loss)		(12,316	)		—			—		236,083		(224,231	)		(464	)
Retained earnings (accumulated deficit)		(129,913	)		(54,383	)		919,711		59,223		(596,839	)		197,799

Total stockholders’ equity		619,946			95,835			2,864,743		1,496,066		(4,117,080	)		959,510

Total liabilities and stockholders’ equity	$	1,009,265		$	455,453		$	3,145,039	$	1,639,067	$	(4,119,139	)	$	2,129,685

Consolidating Statement of Operations for the three months ended June 30, 2008:


							Guarantor			Non-Guarantor
(in thousands)	Parent			TCAPI			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Revenues
Product revenues	$	—		$	—		$	478,835		$	358,089		$	—		$	836,924
Other revenues		—			—			5,120			1,053			—			6,173

Total revenues		—			—			483,955			359,142			—			843,097

Cost and Expenses
Cost of sales		—			83			363,813			183,174			—			547,070
Selling, general and administrative expenses		901			(4,055	)		13,431			16,956			—			27,233
Equity in the (earnings) loss of subsidiaries		—			—			(16,518	)		—			—			(16,518	)

Total cost & expenses		901			(3,972	)		360,726			200,130			—			557,785

Income (loss) from operations		(901	)		3,972			123,229			159,012			—			285,312
Interest income		—			2,286			1,983			1,244			—			5,513
Interest expense		(465	)		(6,207	)		(1	)		(83	)		—			(6,756	)
Foreign currency gain (loss)		—			—			(6	)		6			—			—

Income (loss) before income taxes and minority interest		(1,366	)		51			125,205			160,179			—			284,069
Income tax benefit (provision)		598			(42,635	)		(54,420	)		(10,612	)		—			(107,069	)
Minority interest		—			(3,570	)		(14,925	)		—			—			(18,495	)
Equity in subsidiary earnings		204,203			250,357			—			37,611			(454,560	)		37,611

Income from continuing operations		203,435			204,203			55,860			187,178			(454,560	)		196,116
Income from discontinued Operations - net of tax		—			—			7,319			—			—			7,319

Net income	$	203,435		$	204,203		$	63,179		$	187,178		$	(454,560	)	$	203,435

Consolidating Statement of Operations for the six months ended June 30, 2008:


							Guarantor			Non-Guarantor
(in thousands)	Parent			TCAPI			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Revenues
Product revenues	$	—		$	—		$	834,569		$	575,557		$	—		$	1,410,126
Other revenues		—			—			6,065			1,610			—			7,675

Total revenues		—			—			840,634			577,167			—			1,417,801

Cost and Expenses
Cost of sales		—			166			650,157			303,736			—			954,059
Selling, general and administrative expenses		1,410			(6,090	)		20,109			24,508			—			39,937
Equity in the (earnings) loss of subsidiaries		—			—			(29,808	)		—			—			(29,808	)

Total cost & expenses		1,410			(5,924	)		640,458			328,244			—			964,188

Income (loss) from operations		(1,410	)		5,924			200,176			248,923			—			453,613
Interest income		—			5,923			1,983			6,015			—			13,921
Interest expense		(930	)		(12,426	)		(3	)		(455	)		—			(13,814	)
Foreign currency gain (loss)		—			—			—			—			—			—

Income (loss) before income taxes and minority interest		(2,340	)		(579	)		202,156			254,483			—			453,720
Income tax benefit (provision)		974			(66,116	)		(84,135	)		(17,296	)		—			(166,573	)
Minority interest		—			(7,068	)		(29,553	)		—			—			(36,621	)
Equity in subsidiary earnings		306,258			380,021			—			46,895			(686,279	)		46,895

Income from continuing operations		304,892			306,258			88,468			284,082			(686,279	)		297,421
Income from discontinued Operations - net of tax		—			—			7,471			—			—			7,471

Net income	$	304,892		$	306,258		$	95,939		$	284,082		$	(686,279	)	$	304,892

Consolidating Statement of Cash Flows for the six months ended June 30, 2008:


							Guarantor			Non-Guarantor
(in thousands)	Parent			TCAPI			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Operating Activities
Net income	$	304,892		$	306,258		$	95,939		$	284,082		$	(686,279	)	$	304,892
Income from discontinued operations		—			—			7,471			—			—			7,471

Income from continuing operations		304,892			306,258			88,468			284,082			(686,279	)		297,421
Adjustments to reconcile income from continuing operations to net cash flows from operating activities:
Depreciation and amortization		—			—			20,733			18,716			—			39,449
(Gain) loss on sale of property, plant and equipment		—			—			920			(193	)		—			727
Deferred income taxes		48,940			—			—			—			—			48,940
Minority interest in earnings		—			(633	)		37,254			—			—			36,621
Distributions less than equity earnings		(339,136	)		(28,822	)		(29,808	)		(60,791	)		462,438			3,881
Equity earnings - GrowHow UK Limited		—			—			—			(46,895	)		—			(46,895	)
Non-cash gain on derivatives		(4,954	)		—			—			—			—			(4,954	)
Share-based compensation		9,772			—			—			—			—			9,772
Amortization of intangible and other assets		—			—			2,433			1,637			—			4,070
Change in operating assets and liabilities		13,046			(6,876	)		(140,882	)		(232,439	)		79,020			(288,131	)

Net cash flows from operating activities - continuing operations		32,560			269,927			(20,882	)		(35,883	)		(144,821	)		100,901
Net cash flows from operating activities - discontinued operations		—			—			10,051			—			—			10,051

Net Cash Flows from Operating Activities		32,560			269,927			(10,831	)		(35,883	)		(144,821	)		110,952

Investing Activities
Purchase of property, plant and equipment		—			—			(20,765	)		(4,926	)		—			(25,691	)
Plant turnaround expenditures		—			—			(10,061	)		(164	)		—			(10,225	)
Proceeds from the sale of property, plant and equipment		—			—			1,242			390			—			1,632
Distributions received from unconsolidated affiliate		—			—			7,196			—			—			7,196
Contribution settlement received from GrowHow UK Limited		—			—			—			28,055			—			28,055

Net cash flows from investing activities - continuing operations		—			—			(22,388	)		23,355			—			967
Net cash flows from investing activities - discontinued operations		—			—			—			—			—			—

Net Cash Flows from Investing Activities		—			—			(22,388	)		23,355			—			967

Consolidating Statement of Cash Flows (continued)


							Guarantor			Non-Guarantor
(in thousands)	Parent			TCAPI			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Financing Activities
Preferred share dividends paid		(2,550	)		—			—			—			—			(2,550	)
Common stock dividends paid		(9,202	)		—			—			—			—			(9,202	)
Common stock issuances and vestings		(6,842	)		—			—			—			—			(6,842	)
Change in investments and advances from (to) affiliates		(14,283	)		(280,442	)		188,615			(77,053	)		183,163			—
Excess tax benefits from equity compensation plans		7,817			—			—			—			—			7,817
Payments under share repurchase program		(7,500	)		—			—			—			—			(7,500	)
Distributions to minority interests		—			—			(39,899	)		—			—			(39,899	)

Net cash flows from financing Activities - continuing operations		(32,560	)		(280,442	)		148,716			(77,053	)		183,163			(58,176	)
Net cash flows from financing activities - discontinued operations		—			—			—			—			—			—

Net Cash Flows from Financing Activities		(32,560	)		(280,442	)		148,716			(77,053	)		183,163			(58,176	)

Effect of Exchange Rate Changes on Cash		—			—			—			27			—			27

Increase (decrease) in Cash and Cash Equivalents -		—			(10,515	)		115,497			(89,554	)		38,342			53,770
Cash and Cash Equivalents at Beginning of Year		—			55,857			267,145			906,752			(531,516	)		698,238

Cash and Cash Equivalents at End of Year	$	—		$	45,342		$	382,642		$	817,198		$	(493,174	)	$	752,008

Condensed Consolidating Balance Sheet as of December 31, 2007:


					Guarantor		Non-Guarantor
	Parent		TCAPI		Subsidiaries		Subsidiaries		Eliminations			Consolidated
Assets
Cash, cash equivalents and restricted cash	$	—	$	55,857	$	267,145	$	906,752	$	(531,516	)	$	698,238
Accounts receivable, net		1		2		98,469		72,711		—			171,183
Inventories		—		—		95,781		32,104		1,436			129,321
Other current assets		10,614		638		11,127		6,454		—			28,833
Current assets held for sale - discontinued operations		—		—		2,335		—		—			2,335

Total current assets		10,615		56,497		474,857		1,018,021		(530,080	)		1,029,910

Property, plant and equipment, net		—		—		264,198		125,530		—			389,728
Equity investments		—		—		10,488		341,498		—			351,986
Deferred plant turnaround costs, intangible and other assets		6,732		8,333		18,984		45,174		(5,549	)		73,674
Investments in and advances to (from) affiliates		620,375		365,762		1,848,352		57,752		(2,892,241	)		—
Noncurrent assets held for sale - discontinued operations		—		—		43,029		—		—			43,029

Total Assets	$	637,722	$	430,592	$	2,659,908	$	1,587,975	$	(3,427,870	)	$	1,888,327


Liabilities
Accounts payable	$	128	$	—	$	66,945	$	43,614	$	—		$	110,687
Customer prepayments		—		—		125,036		174,315		—			299,351
Accrued and other liabilities		25,715		9,169		45,508		22,263		—			102,655
Current liabilities held for sale - discontinued operations		—		—		4,993		—		—			4,993

Total current liabilities		25,843		9,169		242,482		240,192		—			517,686

Long-term debt		—		330,000		—		—		—			330,000
Deferred income taxes		86,157		—		—		10,113		3,584			99,854
Pension and other liabilities		79,650		—		11,628		2,866		—			94,144
Minority interest		—		21,404		88,325		—		—			109,729
Non current liabilities held for sale - discontinued operations		—		—		739		—		—			739

Total liabilities and minority interest		191,650		360,573		343,174		253,171		3,584			1,152,152


Preferred stock		115,800		—		—		—		—			115,800

Condensed Consolidating Balance Sheet (continued)


							Guarantor		Non-Guarantor
	Parent			TCAPI			Subsidiaries		Subsidiaries			Eliminations			Consolidated
Common Stockholders’ equity
Common stock		142,170			—			73		32,458			(32,531	)		142,170
Paid in capital		618,873			150,218			1,910,748		1,133,745			(3,194,710	)		618,874
Accumulated other comprehensive income (loss)		(22,002	)		—			—		281,850			(305,176	)		(45,328	)
Retained earnings (accumulated deficit)		(408,769	)		(80,199	)		405,913		(113,249	)		100,963			(95,341	)

Total stockholders’ equity		330,272			70,019			2,316,734		1,334,804			(3,431,454	)		620,375

Total liabilities and stockholders’ equity	$	637,722		$	430,592		$	2,659,908	$	1,587,975		$	(3,427,870	)	$	1,888,327

Condensed Consolidating Balance Sheet as of June 30, 2007:


							Guarantor		Non-Guarantor
(in thousands)	Parent			TCAPI			Subsidiaries		Subsidiaries			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	1		$	49,114		$	176,703	$	531,140		$	(470,008	)	$	286,950
Accounts receivable, net		—			—			94,640		147,710			(1	)		242,349
Inventories		—			—			88,619		84,175			(5,323	)		167,471
Other current assets		2,274			6,900			9,200		11,281			(6,357	)		23,298
Current assets held for sale - discontinued operations		—			—			2,313		—			—			2,313

Total current assets		2,275			56,014			371,475		774,306			(481,689	)		722,381

Property, plant and equipment, net		—			—			275,233		340,799			(1	)		616,031
Equity investments		—			—			11,072		154,129			—			165,201
Intangible assets, other assets and deferred plant turnaround costs		(1,839	)		8,702			23,399		45,358			(7,059	)		68,561
Investments in and advanced to (from) affiliates		551,049			343,352			1,488,733		(212,242	)		(2,170,892	)		—
Non current assets held for sale - discontinued operations		—			—			86,892		—			—			86,892

Total assets	$	551,485		$	408,068		$	2,256,804	$	1,102,350		$	(2,659,641	)	$	1,659,066


Liabilities
Accounts payable	$	27		$	—		$	62,526	$	81,501		$	—		$	144,054
Accrued expenses and other current liabilities		28,819			9,128			43,920		42,582			(5,675	)		118,774
Current liabilities held for sale - discontinued operations		—			—			16,632		—			—			16,632

Total current liabilities		28,846			9,128			123,078		124,083			(5,675	)		279,460

Long-term debt		—			330,000			—		—			—			330,000
Deferred taxes		(17,740	)		—			—		50,916			33,010			66,186
Pension and other liabilities		171,652			(342	)		12,621		2,640			21,492			208,063
Minority interest		—			20,597			84,951		—			1			105,549
Non current liabilities held for sale - discontinued operations		—			—			2,959		—			—			2,959

Total liabilities and minority interest		182,758			359,383			223,609		177,639			48,828			992,217


Preferred stock		115,800			—			—		—			—			115,800

Common Stockholders’ Equity
Common stock		144,202			—			73		49,709			(49,782	)		144,202
Paid-in capital		680,819			150,218			2,006,068		1,244,369			(3,400,655	)		680,819
Accumulated other comprehensive income (loss)		(83,135	)		—			—		9,018			16,968			(57,149	)
Retained earnings (accumulated deficit)		(488,959	)		(101,533	)		27,054		(378,385	)		725,000			(216,823	)

Total stockholders’ equity		252,927			48,685			2,033,195		924,711			(2,708,469	)		551,049

Total liabilities and stockholders’ equity	$	551,485		$	408,068		$	2,256,804	$	1,102,350		$	(2,659,641	)	$	1,659,066

Consolidating Statement of Operations for the three months ended June 30, 2007:


							Guarantor			Non-Guarantor
(in thousands)	Parent			TCAPI			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Revenues
Product revenues	$	—		$	—		$	319,153		$	371,842		$	—		$	690,995
Other revenues		—			—			1,092			448			—			1,540

Total revenues		—			—			320,245			372,290			—			692,535

Cost and Expenses
Cost of sales		300			179			270,120			261,754			—			532,353
Selling, general and administrative expenses		421			(3,612	)		1,031			30,354			—			28,194
Equity in the (earnings) loss of subsidiaries		—			—			804			—			—			804

Total cost & expenses		721			(3,433	)		271,955			292,108			—			561,351

Income (loss) from operations		(721	)		3,433			48,290			80,182			—			131,184
Interest income		—			698			1,789			995			—			3,482
Interest expense		(465	)		(6,291	)		(1	)		(114	)		—			(6,871	)
Loss on debt		—			(174	)		—			—			—			(174	)
Foreign currency gain (loss)		—			(1,886	)		—			1,886			—			—

Income (loss) before income taxes and minority interest		(1,186	)		(4,220	)		50,078			82,949			—			127,621
Income tax benefit (provision)		398			(17,677	)		(17,903	)		(6,397	)		—			(41,579	)
Minority interest		—			(2,690	)		(11,249	)		—			—			(13,939	)
Equity in subsidiary earnings		71,443			96,030			—			—			(167,473	)		—

Income from continuing operations		70,655			71,443			20,926			76,552			(167,473	)		72,103
Income (loss) from discontinued operations - net of tax		—			—			(1,448	)		—			—			(1,448	)

Net income	$	70,655		$	71,443		$	19,478		$	76,552		$	(167,473	)	$	70,655

Consolidating Statement of Operations for the six months ended June 30, 2007:


							Guarantor			Non-Guarantor
(in thousands)	Parent			TCAPI			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Revenues
Product revenues	$	—		$	—		$	561,080		$	629,381		$	—		$	1,190,461
Other revenues		—			—			1,841			1,157			—			2,998

Total revenues		—			—			562,921			630,538			—			1,193,459

Cost and Expenses
Cost of sales		300			179			485,209			468,929			—			954,617
Selling, general and administrative expenses		952			(5,903	)		5,794			44,408			—			45,251
Equity in the (earnings) loss of subsidiaries		—			—			(4,813	)		—			—			(4,813	)

Total cost & expenses		1,252			(5,724	)		486,190			513,337			—			995,055

Income (loss) from operations		(1,252	)		5,724			76,731			117,201			—			198,404
Interest income		—			1,270			3,558			1,541			—			6,369
Interest expense		(930	)		(14,621	)		(3	)		(226	)		—			(15,780	)
Loss on debt		—			(38,836	)		—			—			—			(38,836	)
Foreign currency gain (loss)		—			(1,886	)		2			1,884			—			—

Income (loss) before income taxes and minority interest		(2,182	)		(48,349	)		80,288			120,400			—			150,157
Income tax benefit		903			(8,782	)		(33,234	)		(5,623	)		—			(46,736	)
Minority interest		—			(4,357	)		(18,219	)		—			—			(22,576	)
Equity in subsidiary earnings		79,144			140,632			—			—			(219,776	)		—

Income from continuing operations		77,865			79,144			28,835			114,777			(219,776	)		80,845
Income (loss) from discontinued operations - net of tax		—			—			(2,981	)		—			—			(2,981	)

Net income	$	77,865		$	79,144		$	25,854		$	114,777		$	(219,776	)	$	77,864

Consolidating Statement of Cash Flows for the six months ended June 30, 2007:


							Guarantor			Non-Guarantor
(in thousands)	Parent			TCAPI			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Operating Activities
Net income	$	77,865		$	79,144		$	25,855		$	114,777		$	(219,777	)	$	77,864
Loss from discontinued operations		—			—			(2,981	)		—			—			(2,981	)

Income from continuing operations		77,865			79,144			28,836			114,777			(219,777	)		80,845
Adjustments to reconcile net income from continuing operations to net cash flows from operating activities:
Depreciation and amortization		—			—			22,400			25,928			—			48,328
Deferred income taxes		—			34,981			1,979			—			—			36,960
Minority interest in earnings		—			2,096			20,479			—			1			22,576
Distributions in excess of (less than) equity earnings		207,328			4,126			(3,813	)		788,067			(999,521	)		(3,813	)
Non-cash (gain) loss on derivatives		624			—			—			—			—			624
Share-based compensation		13,683			—			—			—			(2	)		13,681
Amortization of intangible and other assets		—			—			4,485			—			—			4,485
Non-cash loss on early retirement of debt		—			4,662			—			—			—			4,662
Change in operating assets and liabilities - continuing operations		(33,123	)		(37,087	)		(45,918	)		(192,594	)		272,693			(36,029	)

Net cash flows from operating activities - continuing operations		266,377			87,922			28,448			736,178			(946,606	)		172,319
Net cash flows from operating activities - discontinued operations		—			—			10,522			—			—			10,522

Net Cash Flows from Operating Activities		266,377			87,922			38,970			736,178			(946,606	)		182,841

Investing Activities
Purchase of property, plant and equipment		—			—			(3,654	)		(9,842	)		—			(13,496	)
Plant turnaround expenditures		—			—			(7,268	)		(13,052	)		—			(20,320	)

Net Cash Flows from Investing Activities - Continuing Operations		—			—			(10,922	)		(22,894	)		—			(33,816	)
Net Cash Flows from Investing Activities - Discontinued Operations		—			—			—			—			—			—

Net Cash Flows from Investing Activities		—			—			(10,922	)		(22,894	)		—			(33,816	)

Consolidating Statement of Cash Flows (continued)


							Guarantor			Non-Guarantor
(in thousands)	Parent			TCAPI			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Financing Activities
Issuance of debt		—			330,000			—			—			—			330,000
Principal payments under borrowing arrangements		—			(331,300	)		—			—			—			(331,300	)
Payments for debt issuance costs		—			(6,398	)		—			—			—			(6,398	)
Preferred share dividends paid		(2,550	)		—			—			—			—			(2,550	)
Common stock issuances and vestings		406			—			—			—			—			406
Change in investments and advances from (to) affiliates		(245,022	)		(131,846	)		160,369			(260,100	)		476,599			—
Repurchase of stock		(19,211	)		—			—			—			—			(19,211	)
Distributions to minority interests		—			—			(11,714	)		—			—			(11,714	)

Net Cash Flows from Financing Activities - Continuing Operations		(266,377	)		(139,544	)		148,655			(260,100	)		476,599			(40,767	)
Net Cash Flows from Financing Activities - Discontinued Operations		—			—			—			—			—			—

Net Cash Flows from Financing Activities		(266,377	)		(139,544	)		148,655			(260,100	)		476,599			(40,767	)

Effect of Exchange Rate Changes on Cash		—			—			—			(325	)		—			(325	)

Increase (decrease) in Cash and Cash Equivalents		—			(51,622	)		176,703			452,859			(470,007	)		107,933
Cash and Cash Equivalents at Beginning of Year		1			100,736			—			78,282			(2	)		179,017

Cash and Cash Equivalents at End of Year	$	1		$	49,114		$	176,703		$	531,141		$	(470,009	)	$	286,950

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

As you read this management’s discussion and analysis of financial condition and results of operations, you should refer to our Consolidated Financial Statements and related Notes included in Item 1, Financial Statements.

Introduction

We are a leading North American producer and marketer of wholesale nitrogen products, serving agricultural and industrial markets. Nitrogen products are commodity chemicals that are sold at prices reflecting global supply and demand conditions. The nitrogen products industry has periods of oversupply during industry downturns that lead to capacity shutdowns at the least cost-effective plants. These shutdowns are followed by supply shortages, which result in higher selling prices and higher industry-wide production rates during industry upturns. The higher selling prices encourage capacity additions until we again start to see an oversupply, and the cycle repeats itself.

Natural gas is the most significant raw material in the production of nitrogen products. In the 2008 second quarter, natural gas prices have increased from the year end 2007. These increases have a significant adverse impact on our cost of production.

The key drivers of our profitability are nitrogen products selling prices, as determined primarily by the global nitrogen demand/supply balance; and natural gas costs, in North American markets. Recent demand has been affected by the growing global population and its preference for a higher-protein diet and by the rise of corn-consuming biofuels in North America.

Imports account for over half of the total North American nitrogen supply, with levels varying among the various products. Most producers exporting nitrogen products into North America can afford to do so because they are manufacturing product with lower cost gas than that which is available to North American producers.

During the second quarter of 2008 China imposed significant tariffs on urea. Subsequent to this announcement, North American spot prices for nitrogen products significantly increased.

Our sales volumes depend primarily on our plant’s operating rates. We also purchase product from other manufacturers and importers for resale; however, historic gross margins on these volumes have not been significant. Profitability and cash flows from our nitrogen products are affected by our ability to manage our costs and expenses (other than natural gas), most of which do not materially change for different levels of production or sales. Other factors affecting our nitrogen products results include the level of planted corn and wheat acres, transportation costs, weather conditions (particularly during planting season), grain prices and other variables described in Item 1 “Business” and Item 2 “Properties” sections of our 2007 Form 10-K filing with the Securities Exchange Commission.

RESULTS OF OPERATIONS

QUARTER ENDED JUNE 30, 2008 COMPARED WITH
QUARTER ENDED JUNE 30, 2007

Consolidated Results

We reported net income of $203.4 million for the 2008 second quarter compared with 2007 second quarter net income of $70.7 million. The net income increase is primarily due to higher sales prices as a result of increased demand for nitrogen products, specifically in the agricultural markets.


	Three months ended June 30,
	2008				2007
	Sales		Average		Sales		Average
(quantities in thousands of tons)	Volumes		Unit Price¹		Volumes		Unit Price¹
Ammonia²		547	$	530		482	$	357
UAN (32% basis)³		1,099	$	338		1,146	$	229
Urea		30	$	417		32	$	317
Ammonium nitrate²		194	$	328		179	$	262


1.		After deducting outbound freight costs.

2.		2007 ammonia and ammonium nitrate sales volumes and prices have been adjusted to exclude Terra’s UK operations for comparability to 2008 volumes and pricing.

3.		The nitrogen content of UAN is 32% by weight.

Revenues for the quarter ended June 30, 2008 increased $150.6 million, or 22%, compared with the same 2007 quarter primarily due to higher sales prices for all nitrogen products, partially offset by lower sales volumes. The price increase is due to improved demand for nitrogen products. The 2007 second quarter revenues included $121.1 million from the UK. The UK operations were contributed into the GrowHow UK Limited joint venture during the 2007 third quarter and its results are classified as non-operating equity earnings.

Operating income for the 2008 second quarter was $285.3 million which was $154.1 million more than the $131.2 million income in the 2007 second quarter. Higher second quarter sales prices contributed $254.9 million to the 2008 second quarter operating income. This increase was partially offset by increased costs of $107.8 million, primarily as a result of higher gas costs and increased costs relating to purchased product for resale. Increased equity earnings contributed $17.3 million to operating income.

Discontinued Operations

We have reported our Beaumont, Texas operations as discontinued operations for the periods ending June 30, 2008 and 2007. The Beaumont operations were included in our methanol segment in prior periods. In connection with reporting discontinued operations, we have determined that our methanol segment no longer meets the requirements of a reporting segment.

Minority Interest

Minority interest represents third-party interests in the earnings of the publicly held common units of Terra Nitrogen Company, L.P. (TNCLP). The 2008 and 2007 amounts are directly related to TNCLP earnings and losses. During the first quarter of 2008, the cumulative shortfall of the Minimum Quarterly Distribution was satisfied which entitled us to increased income allocations as provided for in the TNCLP Partnership Agreement. Our increased income allocation attributed to our General Partner interest was $13.6 million in the second quarter of 2008. The current quarter minority interest balance reflects the impact of these adjusted income allocations.

Equity Earnings of Unconsolidated Affiliates — GrowHow

We recorded income of $37.6 million from our U.K. joint venture in the second quarter of 2008. The strong performance of the joint venture is due to a significant increase in price and volume due to market demand.

Income Taxes

Income taxes for the 2008 second quarter were recorded based on the estimated effective tax rate for the individual jurisdictions in which Terra operates. The annual effective tax rates were 35.3% and 36.5% in the quarters ended June 30, 2008 and 2007, respectively. The 2008 rate of 35.3% was primarily due to income in foreign jurisdictions with a lower benefit rate compared to income in the United States with a higher rate.

RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2008 COMPARED WITH
SIX MONTHS ENDED JUNE 30, 2007

Consolidated Results

We reported net income of $304.9 million for the 2008 first six months compared with 2007 first six months net income of $77.9 million. The 2007 net income includes a $38.7 million ($24.3 million, net of taxes) charge for the early retirement of debt. The net income increase is primarily due to higher sales prices as a result of increased demand for nitrogen products, specifically in the agricultural markets.


	Six-months ended June 30,
	2008				2007
	Sales		Average		Sales		Average
(quantities in thousands of tons)	Volumes		Unit Price¹		Volumes		Unit Price¹
Ammonia²		911	$	503		834	$	347
UAN (32% basis)³		2,016	$	314		2,086	$	209
Urea		55	$	418		65	$	308
Ammonium nitrate²		367	$	316		367	$	241


1.		After deducting outbound freight costs.

2.		2007 ammonia and ammonium nitrate sales volumes and prices have been adjusted to exclude Terra’s UK operations for comparability to 2008 volumes and pricing.

3.		The nitrogen content of UAN is 32% by weight.

Revenues for the six months ended June 30, 2008 increased $224.3 million, or 19%, compared with the same 2007 six months primarily due to higher sales prices for all nitrogen products, partially offset by lower sales volumes. The price increase is due to improved demand for nitrogen products. The 2007 first six months revenues included $211.0 million from the UK. The UK operations were contributed into the GrowHow UK Limited joint venture during the 2007 third quarter and its results are classified as non-operating equity earnings.

Operating income for the 2008 first half was $453.6 million which was $255.2 million more than the $198.4 million income in the 2007 first half. Higher first half sales prices contributed $429.5 million to the 2008 first half operating income. This increase was partially offset by increased costs of $189.7 million, primarily as a result of higher gas costs and increased costs relating to purchased product for resale. Increased equity earnings contributed $25.0 million to operating income. Cost reductions related to the UK operations for selling, general and administrative expense contributed $5.3 million.

Discontinued Operations

Minority Interest

Minority interest represents third-party interests in the earnings of the publicly held common units of Terra Nitrogen Company, L.P. (TNCLP). The 2008 and 2007 amounts are directly related to TNCLP earnings and losses. During the first half of 2008, the cumulative shortfall of the Minimum Quarterly Distribution was satisfied which entitled us to increased income allocations as provided for in the TNCLP Partnership Agreement. The current quarter minority interest balance reflects the impact of these adjusted income allocations. Our increased income allocation attributed to our General Partner interest was $15.6 million in the first six months of 2008.

Equity Earnings of Unconsolidated Affiliates — GrowHow

We recorded income of $46.9 million from our U.K. joint venture in the first half of 2008. The strong performance of the joint venture is due to a significant increase in price and volume due to market demand.

Income Taxes

Income taxes for the first half of 2008 were recorded based on the estimated annual effective tax rate for the individual jurisdictions in which Terra operates. The annual effective tax rate were 35.9% and 36.6% in the first half ended June 30, 2008 and 2007, respectively. The decrease in the effective rate is due primarily to gains in foreign jurisdictions that have a lower effective rate than the U.S.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents, which included $91.6 million related to customer prepayments, totaled $752.0 million at June 30, 2008. Our primary uses of cash are to fund our working capital requirements, make payments on our debt and other obligations and fund plant turnarounds, dividends, capital expenditures and stock repurchases. The principal sources of these cash outlays are cash flow from operations, cash on hand and, to the extent necessary, borrowings under available bank facilities.

Net cash provided by continuing operations in the first six months of 2008 was $100.9 million and net cash provided by discontinuing operations was $10.1 million. Cash from continuing operations was composed of $389.0 million of cash provided from operating activities, offset by $288.1 million to fund seasonal working capital requirements.

During the first six months, we funded plant and equipment purchases of $25.7 million primarily for replacement or sustaining capital needs. Plant turnaround costs represent cash used for the periodic scheduled major maintenance of our continuous process production facilities that is performed at each plant, generally every two years. We funded $10.2 million of plant turnaround costs in the first six months of 2008. We received $28.1 million from GrowHow UK Limited for our contribution settlement from the joint venture. In April 2008 we announced plans to expand the upgrading capacity at our Woodward, Oklahoma nitrogen manufacturing facility. We expect the project to cost approximately $180 million and to be completed by the end of 2010.

In May 2008, the Board authorized the repurchase of a maximum 12,841,717 shares, approximately 14% of our then outstanding common stock on the open market. In the second quarter of 2008, we have purchased a total of 189,150 shares, which results in 12,652,567 remaining shares we are authorized to repurchase by December 31, 2009. There were no repurchases in the 2008 first quarter.

We paid dividends on the outstanding preferred stock of $2.5 million for the six-month periods ending June 30, 2008 and 2007. We paid dividends on the outstanding common stock of $9.2 million for the six-month period ending June 30, 2008. There were no common stock dividends paid in 2007.

Distributions paid to the minority TNCLP common unit holders in the first six months of 2008 and 2007 were $39.9 million and $11.7 million, respectively. TNCLP distributions are based on “Available Cash” as defined in the Partnership Agreement.

In February 2007, Terra Capital, Inc., (“TCAPI”) a subsidiary of Terra Industries Inc., issued $330 million of 7.0% Senior Notes due 2017 to refinance our Senior Secured Notes due in 2008 and 2010. The notes are unconditionally guaranteed by Terra Industries Inc. and its U.S. subsidiaries. These notes and guarantees are unsecured and will rank equal in right of payment with any future senior obligations of such guarantors.

In conjunction with the bond refinancing, we amended the $200 million revolving credit facility to extend the expiration date to January 31, 2012. Borrowing availability under the credit facility is generally based on 100% eligible cash balances, 85% of eligible accounts receivable and 60% of eligible inventory, less outstanding letters of credit. These facilities include $50 million only available for the use of TNCLP, one of our consolidated subsidiaries. At June 30, 2008, there were no outstanding revolving credit borrowings and there were $6.5 million in outstanding letters of credit, resulting in remaining borrowing availability of approximately $193.5 million under the facilities. We are required to maintain a combined minimum unused borrowing availability of $30 million. The credit facility also requires that we adhere to certain limitations on additional debt, capital expenditures, acquisitions, liens, asset sales, investments, prepayments of subordinated indebtedness, changes in lines of business and transactions with affiliates. In addition, if our borrowing availability falls below a combined $60 million, we are required to have generated $60 million of operating cash flows, or earnings before interest, income taxes, depreciation, amortization and other non-cash items (as defined in the credit facility) for the preceding four quarters.

Our ability to meet credit facility covenants will depend on future market conditions, operating cash flows, working capital needs, receipt of customer prepayments and trade credit terms. Failure to meet these covenants could result in additional costs and fees to amend the credit facility or could result in termination of the facility. Based on current market conditions for our finished products and natural gas, we anticipate that we will be able to meet our covenants through 2008. If there were to be any adverse changes in the factors discussed above, we may need a waiver of our credit facility covenants, of which, there is no assurance that we would receive such waivers.

There were no material changes outside of the ordinary course of business to our contractual obligations or off-balance sheet arrangements presented in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Annual Report on Form 10-K for the period ended December 31, 2007.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risks relating to our operations result primarily from interest rates, foreign exchange rates, natural gas prices and nitrogen prices. We manage our exposure to these and other market risks through regular operating and financing activities and through the use of derivative financial instruments. We intend to use derivative financial instruments as risk management tools and not for speculative investment purposes. Item 7A, Quantitative and Qualitative Disclosures about Market Risk, of Terra’s Annual Report on Form 10-K for the year ended December 31, 2007 provides more information as to the types of practices and instruments used to manage risk. There were no material changes in our use of financial instruments during the quarter ended June 30, 2008.

The volume of natural gas hedged varies from time to time based on management’s judgment of market conditions, particularly natural gas prices and prices for nitrogen products. Management also considers our position related to forward fixed price sales contracts in determining the level of derivatives necessary. Contracts were in place at June 30, 2008 to cover approximately 31% of our natural gas requirements for the succeeding twelve months. Our ability to manage exposure to commodity price risk in the purchase of natural gas through the use of financial derivatives may be affected by limitations imposed by our bank agreement covenants.

ITEM 4. CONTROLS AND PROCEDURES

Our Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of the end of the period covered by this report, that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

There were no significant changes in our internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

FORWARD-LOOKING INFORMATION IS SUBJECT TO RISK AND UNCERTAINTY

Certain statements in this report may constitute “forward-looking” statements within the meaning of the Private Litigation Reform Act of 1995. Forward-looking statements are based upon the assumptions as to future events that may not prove to be accurate. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements. As a result, these statements speak only as of the date they were made and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Words such as “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” and similar expressions are used to identify these forward-looking statements. These include, among others, statements relating to:

•

changes in financial markets,

•

general economic conditions within the agricultural industry,

•

competitive factors and price changes (principally, sales prices of nitrogen products and natural gas costs),

•

changes in product mix,

•

changes in the seasonality of demand patterns,

•

changes in weather conditions,

•

changes in environmental and other government regulations,

•

changes in agricultural regulations, and

•

other risks detailed in “Risk Factors” in our 2007 Annual Report.

Additional information as to these factors can be found in our 2007 Annual Report in the sections entitled “Business,” “Legal Proceedings,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the “Notes” to our consolidated financial statements included as part of this report.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.

ITEM 1A. RISK FACTORS

There were no significant changes in our risk factors during the second quarter of 2008 as compared to the risk factors identified in our 2007 Form 10-K.

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

Company Purchases of Equity Securities

On May 6, 2008, the Board of Directors authorized us to repurchase up to 12,841,717 shares of our outstanding common stock. The stock buyback program has been and will be conducted on the open market, in private transactions or otherwise at such times prior to December 31, 2009, and at such prices, as determined appropriate by us. During the 2008 second quarter, we repurchased 189,150 shares under the stock buyback program. The remaining number of shares that we are authorized to repurchase is 12,652,567 at June 30, 2008.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

The 2008 Annual Meeting of stockholders was held on May 6, 2008 in New York, New York. At the meeting a total of 81,369,986 votes were cast by stockholders.

The following persons were elected as Class I directors to hold office until the 2011 Annual Meeting, or until their successors are duly elected and qualified, and received the votes set forth opposite their respective name:


NAME	FOR		WITHHELD

Michael L. Bennett		78,508,877		2,891,109
Peter S. Janson		79,633,576		1,736,410
James R. Kroner		79,635,525		1,734,661

The stockholders ratified the selection by the Audit Committee of the Corporation’s Board of Directors of Deloitte & Touche LLP as independent accountants for the Corporation for 2008. The number of votes cast for such proposal was 79,873,722, the number against was 1,115,448 and the number of abstentions was 380,816.

ITEM 5. OTHER INFORMATION

The following table provides information about share repurchases by the Company during 2008.

Total Number of

Total

Shares Purchased as

Maximum Number of

Month of

Number of

Average

Part of Publicity

Shares that May Yet Be

Price Paid

Announced Plans or

Purchased Under the

Purchases

Purchased

per share

Programs

Plans or Programs

May 2008

189,150

39.65

189,150

12,652,567

On May 6, 2008, the Board terminated the 2006 share repurchase program, and authorized the repurchase of a maximum of 12,841,717 shares, approximately 14% of our then outstanding common stock on the open market. In the second quarter of 2008, we have purchased a total of 189,150 shares, which results in 12,652,567 remaining shares we are authorized to repurchase by December 31, 2009. There were no repurchases in the 2008 first quarter.

The calculation of the average price paid per share does not include the effect for any fees, commissions or other costs associated with the repurchase of such shares.

ITEM 6. EXHIBITS

(a) Exhibits


		Exhibit 3.1		A Certificate of Correction to correct errors and omissions to the August 3, 2005 Articles of Restatement for Terra Industries Inc. as filed with the State Department of Assessments and Taxation of Maryland on April 30, 2008, was included as Exhibit 99.1 to Terra Industries Inc.’s Form 8-K filed with the Securities and Exchange Commission on May 5, 2008, and is incorporated herein by reference.

		Exhibit 10.1		Form of Phantom Performance Share Award agreement of February 2008

		Exhibit 10.2		Form of Performance Share Award agreement of February 2008

		Exhibit 31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

		Exhibit 31.2		Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

		Exhibit 32		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURE

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


	TERRA INDUSTRIES INC.
Date: July 25, 2008	/s/ Daniel D. Greenwell
	Daniel D. Greenwell
	Senior Vice President and Chief Financial Officer and a duly authorized signatory

EXHIBIT INDEX


Exhibit No.		Description
Exhibit 10.1		Form of Phantom Performance Share Award agreement of February 2008

Exhibit 10.2		Form of Performance Share Award agreement of February 2008

Exhibit 31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2		Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002