Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2015

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

For the transition period from _______________________ to __________________________

Commission File Number 001-31921

Compass Minerals International, Inc.

(Exact name of registrant as specified in its charter)

Delaware		36-3972986
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

9900 West 109th Street

Suite 100

Overland Park, KS 66210

(913) 344-9200

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

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: R No: £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes: R No: £

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

Large accelerated filer R

Accelerated filer £

Non-accelerated filer £

Smaller reporting company £

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

The number of shares outstanding of the registrant’s common stock, $0.01 par value per share, at April 24, 2015 was 33,665,277 shares.

COMPASS MINERALS INTERNATIONAL, INC.

TABLE OF CONTENTS

		Page

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets as of March 31, 2015 (unaudited) and December 31, 2014	2

	Consolidated Statements of Operations for the three months ended March 31, 2015 and 2014 (unaudited)	3

	Consolidated Statements of Comprehensive Income for the three months ended March 31, 2015 and 2014 (unaudited)	4

	Consolidated Statement of Stockholders’ Equity for the three months ended March 31, 2015 (unaudited)	5

	Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and 2014 (unaudited)	6

	Notes to Consolidated Financial Statements (unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	25

Item 4.	Controls and Procedures	25

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	26

SIGNATURES		27

EXHBIT INDEX		28

Table of Contents

PART I.

FINANCIAL INFORMATION

Item 1.

Financial Statements

COMPASS MINERALS INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

(in millions, except share data)

	(Unaudited)
	March 31, 2015			December 31, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	313.8		$	266.8
Receivables, less allowance for doubtful accounts of $1.6 in 2015 and $1.4 in 2014		143.6			213.0
Inventories		151.4			199.0
Deferred income taxes, net		8.7			9.7
Other		13.1			14.2
Total current assets		630.6			702.7
Property, plant and equipment, net		699.6			700.9
Intangible assets, net		99.1			106.2
Goodwill		63.1			68.5
Other		59.1			58.9
Total assets	$	1,551.5		$	1,637.2

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt	$	3.9		$	3.9
Accounts payable		70.5			97.6
Accrued expenses		56.5			60.6
Accrued salaries and wages		20.3			24.4
Income taxes payable		11.2			44.4
Accrued interest		3.0			6.8
Total current liabilities		165.4			237.7
Long-term debt, net of current portion		621.5			622.5
Deferred income taxes, net		85.1			88.9
Other noncurrent liabilities		33.4			34.5
Commitments and contingencies (Note 7)
Stockholders' equity:
Common stock: $0.01 par value, 200,000,000 authorized shares; 35,367,264 issued shares		0.4			0.4
Additional paid-in capital		86.2			82.5
Treasury stock, at cost — 1,702,443 shares at March 31, 2015 and 1,757,997 shares at December 31, 2014		(3.2	)		(3.3	)
Retained earnings		627.7			589.5
Accumulated other comprehensive loss		(65.0	)		(15.5	)
Total stockholders' equity		646.1			653.6
Total liabilities and stockholders' equity	$	1,551.5		$	1,637.2

The accompanying notes are an integral part of the consolidated financial statements.

Table of Contents

COMPASS MINERALS INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in millions, except share and per share data)

	Three Months Ended March 31,
	2015			2014

Sales	$	393.0		$	422.0
Shipping and handling cost		101.9			130.7
Product cost		177.9			199.0
Gross profit		113.2			92.3
Selling, general and administrative expenses		28.5			25.3
Operating earnings		84.7			67.0

Other (income) expense:
Interest expense		5.4			4.4
Other, net		(3.5	)		(3.1	)
Earnings before income taxes		82.8			65.7
Income tax expense		22.2			15.5
Net earnings	$	60.6		$	50.2

Basic net earnings per common share	$	1.79		$	1.49
Diluted net earnings per common share	$	1.79		$	1.49

Weighted-average common shares outstanding (in thousands):
Basic		33,626			33,502
Diluted		33,649			33,520

Cash dividends per share	$	0.66		$	0.60

The accompanying notes are an integral part of the consolidated financial statements.

Table of Contents

COMPASS MINERALS INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited, in millions)

	Three Months Ended March 31,
	2015			2014
Net earnings	$	60.6		$	50.2
Other comprehensive income (loss):
Unrealized gain from change in pension obligation, net of tax of $(0.1) in both 2015 and 2014		0.3			0.3
Unrealized gain on cash flow hedges, net of tax of $(0.1) and $(0.2) in 2015 and 2014, respectively		-			0.2
Cumulative translation adjustment		(49.8	)		(15.5	)
Comprehensive income	$	11.1		$	35.2

The accompanying notes are an integral part of the consolidated financial statements.

Table of Contents

COMPASS MINERALS INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

For the three months ended March 31, 2015

(Unaudited, in millions)

	Common Stock		Additional Paid-In Capital		Treasury Stock			Retained Earnings			Accumulated Other Comprehensive Loss			Total
Balance, December 31, 2014	$	0.4	$	82.5	$	(3.3	)	$	589.5		$	(15.5	)	$	653.6
Dividends on common stock									(22.4	)					(22.4	)
Stock options exercised				2.0		0.1									2.1
Income tax benefit from equity awards				0.1											0.1
Stock-based compensation				1.6											1.6
Comprehensive income (loss)									60.6			(49.5	)		11.1
Balance, March 31, 2015	$	0.4	$	86.2	$	(3.2	)	$	627.7		$	(65.0	)	$	646.1

The accompanying notes are an integral part of the consolidated financial statements.

Table of Contents

COMPASS MINERALS INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in millions)

	Three Months Ended March 31,
	2015			2014
Cash flows from operating activities:
Net earnings	$	60.6		$	50.2
Adjustments to reconcile net earnings to net cash flows provided by operating activities:
Depreciation, depletion and amortization		19.1			18.4
Finance fee amortization		0.3			0.3
Stock-based compensation		1.6			1.2
Deferred income taxes		4.5			3.0
Other, net		1.1			(1.6	)
Insurance advances for operating purposes, Goderich tornado		-			5.0
Changes in operating assets and liabilities:
Receivables		65.0			47.2
Inventories		42.4			85.0
Other assets		(3.1	)		3.3
Accounts payable and accrued expenses		(70.0	)		(51.0	)
Other liabilities		0.9			(0.3	)
Net cash provided by operating activities		122.4			160.7
Cash flows from investing activities:
Capital expenditures		(41.7	)		(25.0	)
Insurance advances for investment purposes, Goderich tornado		-			8.7
Other, net		-			2.9
Net cash used in investing activities		(41.7	)		(13.4	)
Cash flows from financing activities:
Principal payments on long-term debt		(0.9	)		(0.9	)
Dividends paid		(22.4	)		(20.2	)
Proceeds received from stock option exercises		2.1			2.1
Excess tax benefit (deficiency) from equity compensation awards		0.1			(0.2	)
Net cash used in financing activities		(21.1	)		(19.2	)
Effect of exchange rate changes on cash and cash equivalents		(12.6	)		(4.3	)
Net change in cash and cash equivalents		47.0			123.8
Cash and cash equivalents, beginning of the year		266.8			159.6
Cash and cash equivalents, end of period	$	313.8		$	283.4

Supplemental cash flow information:
Interest paid, net of amounts capitalized	$	8.9		$	2.0
Income taxes paid, net of refunds	$	48.9		$	12.5

The accompanying notes are an integral part of the consolidated financial statements.

Table of Contents

COMPASS MINERALS INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.	Accounting Policies and Basis of Presentation:

Compass Minerals International, Inc., through its subsidiaries, is a producer and marketer of essential mineral products with manufacturing sites in North America and the United Kingdom (“U.K.”). References to the “Company,” “Compass,” “Compass Minerals,” “CMP,” “we,” “us” and “our” refer to Compass Minerals International, Inc. (“CMI”, the parent holding company) and its consolidated subsidiaries. The Company’s principal products are salt, consisting of sodium chloride and magnesium chloride, and sulfate of potash (“SOP”), a specialty fertilizer the Company markets under the trade name Protassium+™. Additionally, the Company sells various premium micronutrient products under its Wolf Trax® brand. The Company provides highway deicing products to customers in North America and the U.K., and plant nutrients to growers and fertilizer distributors worldwide. The Company also produces and markets consumer deicing and water conditioning products, ingredients used in consumer and commercial food preparation, and other mineral-based products for consumer, agricultural and industrial applications. Compass Minerals also provides records management services to businesses located in the U.K.

CMP is a holding company with no operations other than those of its wholly-owned subsidiaries. The consolidated financial statements include the accounts of CMP and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements of CMP for the year ended December 31, 2014 as filed with the Securities and Exchange Commission in its Annual Report on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included.

The Company experiences a substantial amount of seasonality in salt segment sales, primarily with respect to its deicing products. As a result, sales and operating income are generally higher in the first and fourth quarters and lower during the second and third quarters of each year. In particular, sales of highway and consumer deicing salt and magnesium chloride products vary based on the severity of the winter conditions in areas where the product is used. Following industry practice in North America and the U.K., the Company seeks to stockpile sufficient quantities of deicing salt throughout the second, third and fourth quarters to meet the estimated requirements for the upcoming winter season. Production of deicing salt can vary based on the severity or mildness of the preceding winter season. Due to the seasonal nature of the deicing product lines, operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year.

Recent Accounting Pronouncements – In April 2015, the Financial Accounting Standards Board (“FASB”) issued guidance which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the related debt liability rather than an asset. The recognition and measurement guidance for debt issuance costs are not affected by this guidance. This new guidance is effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted. The Company does not expect that this guidance will have a material impact on its consolidated financial statements.

In August 2014, the FASB issued guidance which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide disclosure in the footnotes under certain circumstances. This guidance is effective for fiscal years ending after December 15, 2016 with early adoption permitted. The Company does not expect that this guidance will have a material impact on its consolidated financial statements.

In May 2014, the FASB issued guidance to provide a single, comprehensive revenue recognition model for all contracts with customers. The new revenue recognition model supersedes existing revenue recognition guidance and requires revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration an entity expects to receive in exchange for those goods or services. This guidance is effective for fiscal years and interim periods with those years beginning after December 15, 2016 and early adoption is not permitted. The guidance permits the use of either a full or modified retrospective or cumulative effect transition method. The Company is currently evaluating the impact that the implementation of this standard will have on its consolidated financial statements.

Table of Contents

2.	Inventories:

Inventories consist of the following (in millions):

	March 31, 2015		December 31, 2014
Finished goods	$	93.8	$	148.5
Raw materials and supplies		57.6		50.5
Total inventories	$	151.4	$	199.0

3.	Property, Plant and Equipment, Net:

Property, plant and equipment, net consists of the following (in millions):

	March 31, 2015			December 31, 2014
Land, buildings and structures and leasehold improvements	$	345.7		$	352.2
Machinery and equipment		664.6			669.1
Office furniture and equipment		17.5			17.5
Mineral interests		174.2			179.6
Construction in progress		116.0			108.9
		1,318.0			1,327.3
Less accumulated depreciation and depletion		(618.4	)		(626.4	)
Property, plant and equipment, net	$	699.6		$	700.9

4.	Goodwill and Intangible Assets, Net:

The asset value and accumulated amortization as of March 31, 2015 and December 31, 2014 for the finite-lived intangibles assets are as follows (in millions):

	Supply Agreement			SOP Production Rights			Customer/ Distributor Relationships			Lease Rights			Patents			Other			Total
March 31, 2015:
Gross intangible asset	$	28.6		$	24.3		$	7.4		$	1.8		$	16.3		$	4.3		$	82.7
Accumulated amortization		(2.4	)		(11.0	)		(2.0	)		(0.2	)		(1.4	)		(0.8	)		(17.8	)
Net finite-lived intangible assets	$	26.2		$	13.3		$	5.4		$	1.6		$	14.9		$	3.5		$	64.9

	Supply Agreement			SOP Production Rights			Customer/ Distributor Relationships			Lease Rights			Patents			Other			Total
December 31, 2014:
Gross intangible asset	$	31.3		$	24.3		$	8.1		$	1.9		$	17.9		$	4.6		$	88.1
Accumulated amortization		(2.5	)		(10.8	)		(2.0	)		(0.2	)		(1.2	)		(0.6	)		(17.3	)
Net finite-lived intangible assets	$	28.8		$	13.5		$	6.1		$	1.7		$	16.7		$	4.0		$	70.8

Table of Contents

The estimated lives of the Company’s intangible assets are as follows:

Intangible asset	Estimated Lives
Supply agreement		50 years
SOP production rights		25 years
Patents		10-20 years
Developed technology		5 years
Lease rights		25 years
Customer and distributor relationships		5-10 years
Trademarks		10 years
Noncompete agreements		5 years
Trade names		Indefinite
Water rights		Indefinite

None of the finite-lived intangible assets have a residual value. Aggregate amortization expense was $1.1 million and $0.5 million in the first quarter of 2015 and 2014, respectively.

In addition, the Company has water rights of $22.9 million as of March 31, 2015 and December 31, 2014, and trade names of $11.3 million and $12.4 million as of March 31, 2015 and December 31, 2014, respectively.

The Company has goodwill of $63.1 million and $68.5 million as of March 31, 2015 and December 31, 2014, in its consolidated balance sheets. Approximately $56.7 million and $62.0 million of the amounts recorded for goodwill as of March 31, 2015 and December 31, 2014, respectively, were recorded in the Company’s plant nutrition segment and the remaining amounts in both periods were immaterial and recorded in its corporate and other and salt segment. The change in goodwill from December 31, 2014 was due to the impact from translating foreign denominated amounts to U.S. dollars.

5.	Income Taxes:

The Company’s effective income tax rate differs from the U.S. statutory federal income tax rate primarily due to U.S. statutory depletion, state income taxes (net of federal tax benefit), foreign income tax rate differentials, foreign mining taxes, domestic manufacturing deductions, and interest expense recognition differences for book and tax purposes. The Company’s effective rate is impacted by permanent tax deductions which have a less favorable impact as pretax income increases.

At both March 31, 2015 and December 31, 2014, the Company had approximately $3.8 million of gross foreign federal net operating loss (“NOL”) carryforwards that have no expiration date. In addition, as of December 31, 2014, the Company had $2.3 million of gross federal NOL carryforwards which expire in 2033 and $0.3 million of tax-effected state NOL carryforwards which expire in 2033. In the future, if the Company determines, based on the existence of sufficient evidence, that it should realize more or less of its deferred tax assets, an adjustment to any existing valuation allowance will be made in the period such determination is made.

Canadian provincial tax authorities have challenged tax positions claimed by one of the Company’s Canadian subsidiaries and have issued tax reassessments for years 2002-2009. The reassessments are a result of ongoing audits and total approximately $83 million, including interest through March 31, 2015. The Company disputes these reassessments and plans to continue to work with the appropriate authorities in Canada to resolve the dispute. There is a reasonable possibility that the ultimate resolution of this dispute, and any related disputes for other open tax years, may be materially higher or lower than the amounts the Company has reserved for such disputes. In connection with this dispute, local regulations require the Company to post security with the tax authority until the dispute is resolved. The Company and the tax authority have agreed that it will post collateral in the form of a $44 million performance bond. The Company has paid approximately $30 million (most of which is recorded in other assets in the consolidated balance sheets) with the remaining balance to be paid after 2015. The Company will be required by the same local regulations to provide security for additional interest on the above disputed amounts and for any future reassessments issued by these Canadian tax authorities in the form of cash, letters of credit, performance bonds, asset liens or other arrangements agreeable with the tax authorities until the dispute is resolved.

In addition, Canadian federal and provincial taxing authorities have reassessed the Company for years 2004-2006 which have been previously settled by agreement among the Company, the Canadian federal taxing authority and the U.S. federal taxing authority. The Company has fully complied with the agreement since entering into it and it believes this action is highly unusual. The Company is seeking to enforce the agreement which provided the basis upon which the returns were previously filed and settled. The total amount of the reassessments, including penalties and interest through March 31, 2015, related to this matter is approximately $92 million. The Company has agreed to post collateral in the form of an approximately $19 million performance bond and $40 million in the form of a bank letter guarantee which is necessary to proceed with future appeals or litigation.

Table of Contents

As of March 31, 2015, the Company received Canadian income tax reassessments for years 2007-2008. The total amount of the reassessments, including penalties and interest through March 31, 2015, related to this matter is approximately $31 million. The Company does not agree with these adjustments and plans to apply for assistance under Competent Authority provided in the tax treaty between the U.S. and Canadian taxing authorities for relief from the impact of any double taxation. The Company will file protective Notices of Objection and will post collateral when required by tax authorities. Although the outcome of examinations by taxing authorities is uncertain, the Company believes it has adequately reserved for this matter.

The Company expects that the ultimate outcome of these matters will not have a material impact on its results of operations or financial condition. However, the Company can provide no assurance as to the ultimate outcome of these matters and the impact could be material if they are not resolved in the Company’s favor. As of March 31, 2015, the amount reserved related to these reassessments was immaterial to the Company’s consolidated financial statements.

Additionally, the Company has other uncertain tax positions as well as assessments and disputed positions with taxing authorities in its various jurisdictions.

6.	Long-term Debt:

Long-term debt consists of the following (in millions):

	March 31, 2015			December 31, 2014
Term Loan due May 2017	$	375.4		$	376.4
Revolving Credit Facility due August 2017		-			-
4.875% Senior Notes due July 2024		250.0			250.0
		625.4			626.4
Less current portion		(3.9	)		(3.9	)
Long-term debt	$	621.5		$	622.5

The term loan and revolving credit facility are secured by substantially all existing and future assets of the Company’s subsidiaries.

7.	Commitments and Contingencies:

The Company is involved in legal and administrative proceedings and claims of various types from normal Company activities.

The Company is aware of an aboriginal land claim filed in 2003 by The Chippewas of Nawash and The Chippewas of Saugeen (the “Chippewas”) in the Ontario Superior Court against The Attorney General of Canada and Her Majesty The Queen In Right of Ontario. The Chippewas claim that a large part of the land under Lake Huron was never surrendered by treaty and thus seek a declaration that the Chippewas hold aboriginal title to those submerged lands. The land to which aboriginal title is claimed includes land under which the Company’s Goderich mine operates and has mining rights granted to it by the government of Ontario. The actions also seek damages for the value and loss of use of lands. The Company is not a party to the court actions. The Company understands that Canada and Ontario are defending the actions for aboriginal title on the basis, among other things, that common law does not recognize aboriginal title to the Great Lakes and other navigable waterways.

Similar claims are pending with respect to other parts of the Great Lakes by other aboriginal claimants. The Company has been informed by the Ministry of The Attorney General of Ontario that “Canada takes the position that the common law does not recognize aboriginal title to the Great Lakes and its connecting waterways.”

The Company is involved in proceedings alleging unfair labor practices at its Cote Blanche, Louisiana, mine. This matter arises out of a labor dispute between the Company and the United Steelworkers Union over the terms of a new contract for certain employees at the mine. These employees initiated a strike that began on April 7, 2010, and ended on June 15, 2010. In September 2012, the U.S. National Labor Relations Board (“NLRB”) issued a decision finding that the Company had committed unfair labor practices in connection with the labor dispute. Under the ruling, the Company is responsible for back pay to affected employees as a result of changes made in union work rules and past practices beginning April 1, 2010. Any requirement for the Company to pay back wages will be offset by any wages earned at other places of employment during this period. In the fourth quarter of 2013, this ruling was upheld by an appeals court and the Company recorded a reserve of approximately $5 million in its consolidated financial statements related to expected payments required to resolve the dispute.

In the first quarter of 2015, additional information became available and the Company recorded an additional $2 million reserve for this matter in its consolidated financial statements. Both parties are currently negotiating in an effort to reach a settlement. If the Company is unable to come to terms with the union, the parties may agree to arbitration and any decisions

Table of Contents

reached in arbitration would be binding. The Company may need to record additional losses in its financial statements as a result of future developments.

The Wisconsin Department of Agriculture, Trade and Consumer Protection (“DATCP”) has information indicating that agricultural chemicals are present within the subsurface area of the Kenosha, Wisconsin plant. The agricultural chemicals were used by previous owners and operators of the site. None of the identified chemicals have been used in association with Compass Minerals’ operations since it acquired the property in 2002. DATCP directed the Company to conduct further investigations into the possible presence of agricultural chemicals in soil and ground water at the Kenosha plant. The Company has completed such investigations of the soils and ground water and has provided the findings to DATCP. The Company is presently proceeding with select remediation activities to mitigate agricultural chemical impact to soils and ground water at the site. All investigations and mitigation activities to date, and any potential future remediation work, are being conducted under the Wisconsin Agricultural Chemical Cleanup Program (“ACCP”), which would provide for reimbursement of some of the costs. The Company may seek participation by, or cost reimbursement from, other parties responsible for the presence of any agricultural chemicals found in soil and ground water at this site if the Company does not receive an acknowledgement of no further action and is required to conduct further investigation or remedial work that may not be eligible for reimbursement under the ACCP.

In December 2009, a surface salt storage dome which was under construction collapsed at the Company’s mine in Goderich, Ontario. The Company was involved in construction litigation and other contract claims with the contractor and engineering firm relating to the dome’s collapse. Claims asserted against the Company totaled approximately $13 million. The Company also counterclaimed for damages and withheld payment for some invoices. In the first quarter of 2015, the parties have agreed to settle this matter for a $4.2 million cash payment by the Company, most of which was for the payment of invoices. As a result, the Company has recognized a gain of approximately $0.7 million in its consolidated financial statements.

The Company is also involved in legal and administrative proceedings and claims of various types from normal Company activities.

The Company does not believe that these actions will have a material adverse financial effect on the Company. Furthermore, while any litigation contains an element of uncertainty, management presently believes that the outcome of each such proceeding or claim, which is pending or known to be threatened, or all of them combined, will not have a material adverse effect on the Company’s results of operations, cash flows or financial position.

8.	Operating Segments:

The Company broadened its portfolio of specialty plant nutrient products with the acquisition of Wolf Trax, Inc. (renamed Compass Minerals Manitoba, Inc. or “Compass Manitoba”) in the second quarter of 2014. This acquisition broadens the Company’s portfolio of specialty crop nutrient products and further differentiates it from commodity fertilizers. The results of operations and financial position for Compass Manitoba have been included in the Company’s plant nutrition segment from the date of the acquisition. Segment information is as follows (in millions):

	Three Months Ended March 31, 2015
	Salt		Plant Nutrition		Corporate and Other ^(a)			Total
Sales to external customers	$	316.7	$	73.6	$	2.7		$	393.0
Intersegment sales		-		0.7		(0.7	)		-
Shipping and handling cost		94.5		7.4		-			101.9
Operating earnings (loss)		77.0		20.8		(13.1	)		84.7
Depreciation, depletion and amortization		10.9		7.0		1.2			19.1
Total assets		949.6		543.3		58.6			1,551.5

Table of Contents

	Three Months Ended March 31, 2014
	Salt		Plant Nutrition		Corporate and Other ^(a)			Total
	Salt		Plant Nutrition		Corporate and Other ^(a)			Total
Sales to external customers	$	353.2	$	66.1	$	2.7		$	422.0
Intersegment sales		0.2		0.5		(0.7	)		-
Shipping and handling cost		123.1		7.6		-			130.7
Operating earnings (loss)		63.5		16.3		(12.8	)		67.0
Depreciation, depletion and amortization		11.4		6.0		1.0			18.4
Total assets		922.9		392.1		64.2			1,379.2

(a)

Corporate and Other includes corporate entities, records management operations and other incidental operations and eliminations. Operating earnings (loss) for corporate and other includes indirect corporate overhead including costs for general corporate governance and oversight, as well as costs for the human resources, information technology and finance functions.

9.	Stockholders’ Equity and Equity Instruments:

In the first quarter of 2015, the Company granted 119,769 stock options, 19,311 restricted stock units (“RSUs”) and 35,251 performance stock units (“PSUs”) to certain employees under its 2005 Incentive Award Plan. The Company’s closing stock price on the grant date was used to set the exercise price for the options and the fair value of the RSUs. The options vest ratably on each anniversary date over a four-year service period. Unexercised options expire after seven years. The RSUs vest on the third anniversary following the grant date. None of the awards granted have voting rights. The RSUs granted entitle the holders to receive non-forfeitable dividends or other distributions equal to those declared on the Company’s common stock for RSUs earned.

The PSUs granted in the first quarter of 2015 have a three-year performance period beginning in 2015 and ending in 2017 and earn between 0% and 150% based upon the attainment of certain performance conditions. The Company granted two types of PSUs in the first quarter of 2015. The total shareholder return PSU (“TSR PSU”) is earned by determining the Company’s total shareholder return, compared to the total shareholder return for each company comprising the Russell 3000 Index over the three-year performance period. The return on invested capital PSU (“ROIC PSU”) is earned by averaging the Company’s annual return on invested capital over the three-year performance period. The performance units will vest three years after the grant date. The PSUs granted entitle the holders to receive non-forfeitable dividends or other distributions equal to those declared on the Company’s common stock from the grant date through the vest date for PSUs earned.

To estimate the fair value of options on the grant date, the Company uses the Black-Scholes option valuation model. Award recipients are grouped according to expected exercise behavior. Unless better information is available to estimate the expected term of the options, the estimate is based on historical exercise experience. The risk-free rate, using U.S. Treasury yield curves in effect at the time of grant, is selected based on the expected term of each group. The Company’s historical stock price is used to estimate expected volatility. The range of estimates and calculated fair values for options granted during the first quarter of 2015 is included in the table below. The weighted-average grant date fair value of these options was $14.79.

	Range
Fair value of options granted		$14.34 - $15.09
Exercise price		$91.75
Expected term (years)		4.5-5
Expected volatility		24.8% - 25.0%
Dividend yield		3.1%
Risk-free rate of return		1.5% - 1.6%

To estimate the fair value of the TSR PSUs on the grant date, the Company uses a Monte-Carlo simulation model, which simulates future stock prices of the Company as well as the companies comprising the Russell 3000 Index. This model uses historical stock prices to estimate expected volatility and the Company’s correlation to the Russell 3000 Index. The risk-free rate was determined using the same methodology as the option valuations as discussed above. The estimated fair value of the TSR PSUs granted in 2015 is $111.07 per unit. The Company’s closing stock price on the grant date was used to set the fair value of the ROIC PSUs. The Company will adjust the expense of the ROIC PSUs based upon its estimate of the number of shares that will ultimately vest at each interim date during the three-year vesting period.

During the three months ended March 31, 2015, the Company reissued 28,903 shares of treasury stock related to the exercise of stock options, 15,952 shares related to the release of RSUs which vested, 10,454 shares related to the release of PSUs

Table of Contents

which vested and 245 shares related to stock payments. The Company recognized a tax benefit of $0.1 million from its equity compensation awards as an increase to additional paid-in capital during the first quarter of 2015. During the first quarters of 2015 and 2014, the Company recorded $1.6 million and $1.2 million, respectively, of compensation expense pursuant to its stock-based compensation plans. No amounts have been capitalized. The following table summarizes stock-based compensation activity during the three months ended March 31, 2015.

	Stock Options					RSUs					PSUs^(a)
	Number			Weighted-average exercise price		Number			Weighted-average fair value		Number			Weighted-average fair value
Outstanding at December 31, 2014		278,429		$	79.23		88,532		$	76.58		59,627		$	88.69
Granted		119,769			91.75		19,311			91.75		35,251			100.49
Exercised ^(b)		(28,903	)		73.12		-			-		-			-
Released from restriction ^(b)		-			-		(15,952	)		71.69		(10,454	)		74.49
Cancelled/Expired		(3,527	)		81.32		(1,051	)		79.78		(5,375	)		77.90
Outstanding at March 31, 2015		365,768		$	83.75		90,840		$	80.63		79,049		$	96.56

(a)

Until they vest, PSUs are included in the table at the 100% attainment level at their grant date and at that level represent one share per unit. The final performance period for the 2012 PSU grant was completed in 2014. The Company issued 10,454 shares and cancelled 4,443 PSUs due to performance in the first quarter of 2015 related to the 2012 PSU grant.

(b)	Common stock issued for exercised options and RSUs and PSUs released from restriction were issued from treasury stock.

Other Comprehensive Income (Loss)

The Company’s comprehensive income (loss) is comprised of net earnings, net amortization of the unrealized loss of the pension obligation, the change in the unrealized gain (loss) on natural gas cash flow hedges and foreign currency translation adjustments. The components of and changes in accumulated other comprehensive income (“AOCI”) as of and for the three months ended March 31, 2015 and 2014 are as follows (in millions):

Three Months Ended March 31, 2015 ^(a)	Gains and (Losses) on Cash Flow Hedges			Defined Benefit Pension			Foreign Currency			Total
Beginning balance	$	(2.0	)	$	(9.0	)	$	(4.5	)	$	(15.5	)

Other comprehensive income (loss) before reclassifications ^(b)		(0.7	)		-			(49.8	)		(50.5	)
Amounts reclassified from accumulated other comprehensive income		0.7			0.3			-			1.0
Net current period other comprehensive income (loss)		-			0.3			(49.8	)		(49.5	)

Ending balance	$	(2.0	)	$	(8.7	)	$	(54.3	)	$	(65.0	)

Three Months Ended March 31, 2014^(a)	Gains and (Losses) on Cash Flow Hedges			Defined Benefit Pension			Foreign Currency			Total
Beginning balance	$	0.3		$	(9.3	)	$	43.5		$	34.5

Other comprehensive income (loss) before reclassifications ^(b)		0.6			-			(15.5	)		(14.9	)
Amounts reclassified from accumulated other comprehensive income		(0.4	)		0.3			-			(0.1	)
Net current period other comprehensive income (loss)		0.2			0.3			(15.5	)		(15.0	)

Ending balance	$	0.5		$	(9.0	)	$	28.0		$	19.5

(a)	With the exception of the cumulative foreign currency translation adjustment, for which no tax effect is recorded, the changes in the components of accumulated other comprehensive gain (loss) presented in the table above are reflected net of applicable income taxes.

(b)	The Company recorded foreign exchange losses of approximately $17.3 million and $8.3 million in the first quarters of 2015 and 2014, respectively, in accumulated other comprehensive income related to intercompany notes which were deemed to be of long-term investment nature.

Table of Contents

The amounts reclassified from AOCI to income for the three months ended March 31, 2015 and 2014 are shown below (in millions):

	Amount Reclassified from AOCI
	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014			Line Item Impacted in the Consolidated Statement of Operations
Gains and (losses) on cash flow hedges:
Natural gas instruments	$	1.1		$	(0.6	)	Product cost
		(0.4	)		0.2		Income tax expense (benefit)
Reclassifications, net of income taxes		0.7			(0.4	)

Amortization of defined benefit pension:
Amortization of loss	$	0.4		$	0.4		Product cost
		(0.1	)		(0.1	)	Income tax expense (benefit)
Reclassifications, net of income taxes		0.3			0.3

Total reclassifications, net of income taxes	$	1.0		$	(0.1	)

10.	Derivative Financial Instruments:

The Company is subject to various types of market risks including interest rate risk, foreign currency exchange rate transaction and translation risk, and commodity pricing risk. Management may take actions to mitigate the exposure to these types of risks, including entering into forward purchase contracts and other financial instruments. Currently, the Company manages a portion of its commodity pricing risk by using derivative instruments. The Company does not seek to engage in trading activities or take speculative positions with any financial instrument arrangements. The Company has entered into natural gas derivative instruments with counterparties it views as creditworthy. However, management does attempt to mitigate its counterparty credit risk exposures by, among other things, entering into master netting agreements with these counterparties.

Cash Flow Hedges

As of March 31, 2015, the Company has entered into natural gas derivative instruments. The Company records derivative financial instruments as either assets or liabilities at fair value in the consolidated statements of financial position. Derivatives qualify for treatment as hedges when there is a high correlation between the change in fair value of the derivative instrument and the related change in value of the underlying hedged item. Depending on the exposure being hedged, the Company must designate the hedging instrument as a fair value hedge, a cash flow hedge or a net investment in foreign operations hedge. All derivative instruments held by the Company as of March 31, 2015 and December 31, 2014 qualified as cash flow hedges. For these qualifying hedges, the effective portion of the change in fair value is recognized through earnings when the underlying transaction being hedged affects earnings, allowing a derivative’s gains and losses to offset related results from the hedged item in the statements of operations (see Note 9). For derivative instruments that are not accounted for as hedges, or for the ineffective portions of qualifying hedges, the change in fair value is recorded through earnings in the period of change. The Company formally documents, designates, and assesses the effectiveness of transactions that receive hedge accounting treatment initially and on an ongoing basis. Any ineffectiveness related to these hedges was not material for any of the periods presented.

Natural gas is consumed at several of the Company’s production facilities, and a change in natural gas prices impacts the Company’s operating margin. As of March 31, 2015, the Company had entered into natural gas derivative instruments to hedge a portion of its natural gas purchase requirements through December 2016. The Company’s objective is to reduce the earnings and cash flow impacts of changes in market prices of natural gas by fixing the purchase price of up to 90% of its forecasted natural gas usage. It is the Company’s policy to consider hedging portions of its natural gas usage up to 36 months in advance of the forecasted purchase. As of March 31, 2015 and December 31, 2014, the Company had agreements in place to hedge forecasted natural gas purchases of 2.6 million and 3.4 million MMBtus, respectively.

As of March 31, 2015, the Company expects to reclassify from accumulated other comprehensive income to earnings during the next twelve months approximately $2.3 million of net losses on derivative instruments related to its natural gas hedges.

Table of Contents

The following tables present the fair value of the Company’s hedged items as of March 31, 2015 and December 31, 2014, (in millions):

	Asset Derivatives			Liability Derivatives
Derivatives designated as hedging instruments^{(a) (b)}	Balance Sheet Location	March 31, 2015		Balance Sheet Location	March 31, 2015

Commodity contracts	Other current assets	$	-	Accrued expenses	$	2.1
Commodity contracts	Other assets		-	Other noncurrent liabilities		1.2
Total derivatives designated as hedging instruments		$	-		$	3.3

(a)	As of March 31, 2015, the Company has commodity hedge agreements with four counterparties. All of the counterparties are in payable positions.

(b)	The Company has master netting agreements with its counterparties and accordingly has netted in its consolidated balance sheets immaterial amounts that are in receivable and payable positions with larger amounts that are in payable and receivable positions, respectively.

	Asset Derivatives			Liability Derivatives
Derivatives designated as hedging instruments^{(a) (b)}	Balance Sheet Location	December 31, 2014		Balance Sheet Location	December 31, 2014

Commodity contracts	Other current assets	$	0.1	Accrued expenses	$	2.5
Commodity contracts	Other assets		-	Other noncurrent liabilities		1.0
Total derivatives designated as hedging instruments		$	0.1		$	3.5

(a)	The Company has commodity hedge agreements with four counterparties. Amounts recorded as liabilities for the Company’s commodity contracts are payable to all counterparties. The amount recorded as an asset is due from two counterparties.

(b)	The Company has master netting agreements with its counterparties and accordingly has netted in its consolidated balance sheets approximately $0.1 million of its commodity contracts that are in a receivable position against its contracts in payable positions.

11.	Fair Value Measurements:

The Company’s financial instruments are measured and reported at their estimated fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction. When available, the Company uses quoted prices in active markets to determine the fair values for its financial instruments (level one inputs), or absent quoted market prices, observable market-corroborated inputs over the term of the financial instruments (level two inputs). The Company does not have any unobservable inputs that are not corroborated by market inputs (level three inputs).

Table of Contents

The Company holds marketable securities associated with its non-qualified retirement plan, which are valued based on readily available quoted market prices. The Company utilizes derivative instruments to manage its risk of changes in natural gas prices. The fair value of the natural gas derivative instruments are determined using market data of forward prices for all of the Company’s contracts. The estimated fair values for each type of instrument are presented below (in millions).

	March 31, 2015			Level One			Level Two			Level Three
Asset Class:
Mutual fund investments in a non-qualified retirement plan^(a)	$	1.8		$	1.8		$	-		$	-
Total Assets	$	1.8		$	1.8		$	-		$	-
Liability Class:
Liabilities related to non-qualified retirement plan	$	(1.8	)	$	(1.8	)	$	-		$	-
Derivatives – natural gas instruments		(3.3	)		-			(3.3	)		-
Total Liabilities	$	(5.1	)	$	(1.8	)	$	(3.3	)	$	-

(a)

Includes mutual fund investments of approximately 15% in the common stock of large-cap U.S. companies, approximately 5% in the common stock of small-cap U.S. companies, approximately 5% in international companies, approximately 5% in bond funds, approximately 30% in short-term investments and approximately 40% in blended funds.

	December 31, 2014			Level One			Level Two			Level Three
Asset Class:
Mutual fund investments in a non-qualified savings plan^(a)	$	1.9		$	1.9		$	-		$	-
Total Assets	$	1.9		$	1.9		$	-		$	-
Liability Class:
Liabilities related to non-qualified savings plan	$	(1.9	)	$	(1.9	)	$	-		$	-
Derivatives – natural gas instruments		(3.4	)		-			(3.4	)		-
Total Liabilities	$	(5.3	)	$	(1.9	)	$	(3.4	)	$	-

(a)	Includes mutual fund investments of approximately 15% in the common stock of large-cap U.S. companies, approximately 5% in the common stock of international companies, approximately 5% in bond funds, approximately 35% in short-term investments and approximately 40% in blended funds.

Cash and cash equivalents, accounts receivable (net of allowance for bad debts) and payables are carried at cost, which approximates fair value due to their liquid and short-term nature. The Company’s investments related to its nonqualified retirement plan of $1.8 million and $1.9 million as of March 31, 2015 and December 31, 2014, respectively, are stated at fair value based on quoted market prices. As of March 31, 2015, the estimated amount a third-party would pay for the fixed-rate 4.875% senior notes, based on available trading information, totaled $250.6 million (level 2) compared with the aggregate principal amount at maturity of $250.0 million. The estimated amount a third-party would pay at March 31, 2015 for the amounts outstanding under the credit agreement, based upon available bid information received from the Company’s lender, totaled $371.6 million (level 2) compared with the aggregate principal balance of $375.4 million.

Table of Contents

12.	Earnings per Share:

The Company calculates earnings per share using the two-class method. The two-class method requires allocating the Company’s net earnings to both common shares and participating securities. The following table sets forth the computation of basic and diluted earnings per common share (in millions, except for share and per-share data):

	Three months ended March 31,
	2015			2014
Numerator:
Net earnings	$	60.6		$	50.2
Less: net earnings allocated to participating securities ^(a)		(0.3	)		(0.4	)
Net earnings available to common shareholders	$	60.3		$	49.8

Denominator (in thousands):
Weighted-average common shares outstanding, shares for basic earnings per share		33,626			33,502
Weighted-average awards outstanding ^(b)		23			18
Shares for diluted earnings per share		33,649			33,520
Net earnings per common share, basic	$	1.79		$	1.49
Net earnings per common share, diluted	$	1.79		$	1.49

(a)	Participating securities include options, PSUs and RSUs that receive non-forfeitable dividends. Net earnings were allocated to participating securities of 216,000 and 220,000 for the three months ended March 31, 2015 and 2014, respectively.

(b)

For the calculation of diluted earnings per share, the Company uses the more dilutive of either the treasury stock method or the two-class method, to determine the weighted average number of outstanding common shares. In addition, the Company had 343,000 and 373,000 weighted-awards outstanding for the three months ended March 31, 2015 and 2014, respectively, which were anti-dilutive and therefore not included in the diluted earnings per-share calculation.

Table of Contents

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

All statements, other than statements of historical fact, contained herein constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

Forward-looking statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, the following: domestic and international general business and economic conditions; uninsured risks and hazards associated with underground mining operations; losses for acts of nature which may not be fully reimbursable through our insurance carriers; the timing of any insurance reimbursements may not correspond to the period in which the loss was incurred; governmental policies affecting the agricultural industry, consumer and industrial industry or highway maintenance programs in localities where we or our customers operate; weather conditions; the impact of competitive products; pressure on prices realized by the Company for its products; constraints on supplies and prices of raw materials and energy used in manufacturing certain of our products and the price or availability of transportation services; capacity constraints limiting the production of certain products; the ability to successfully complete acquisitions or integrate acquired businesses; the ability to attract and retain skilled personnel as well as labor relations including without limitation, the impact of work rules, strikes or other disruptions, wage and benefit requirements; difficulties or delays in the development, production, testing and marketing of products; difficulties or delays in receiving or renewing required governmental and regulatory approvals; the impact of new technology on the demand for our products; market acceptance issues, including the failure of products to generate anticipated sales levels; the effects of and changes in trade, monetary, environmental and fiscal policies, laws and regulations; the impact of the Company’s indebtedness and interest rates changes; foreign exchange rates and fluctuations in those rates; the costs and effects of legal and tax proceedings, including environmental and administrative proceedings involving the Company; customer expectations about future potash market prices and availability and agricultural economics; the impact of credit and capital markets, including the risks of customer and counterparty defaults and declining credit availability; changes in tax laws or estimates; cyber security issues; and other risks referenced from time to time in this report and other filings of ours with Securities and Exchange Commission (“SEC”), including the “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “will,” “should,” “could,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” or the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We undertake no duty to update any of the forward-looking statements after the date hereof or to reflect the occurrence of unanticipated events.

Unless the context requires otherwise, references in this quarterly report to the “Company,” “Compass,” “Compass Minerals,” “CMP,” “we,” “us” and “our” refer to Compass Minerals International, Inc. (“CMI,” the parent holding company) and its consolidated subsidiaries.

Critical Accounting Estimates

Preparation of our consolidated financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Management believes the most complex and sensitive judgments result primarily from the need to make estimates about matters that are inherently uncertain. Management’s Discussion and Analysis and Note 2 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2014, describe the significant accounting estimates and policies used in preparation of our consolidated financial statements. Actual results in these areas could differ from management’s estimates.

Results of Operations

Salt Segment

Salt is indispensable and enormously versatile with thousands of reported uses. In addition, there are no known cost-effective alternatives for most high-volume uses. As a result, our cash flows from salt have not been materially impacted through a variety of economic cycles. We are among the lowest-cost salt producers in our markets due to our high-grade quality salt deposits which are among the most extensive in the world, and through the use of effective mining techniques and efficient production processes. Since the highway deicing business accounts for nearly half of our annual sales, our business is seasonal, therefore results and cash flows will vary depending on the severity of the winter weather in our markets.

Deicing products, consisting of deicing salt and magnesium chloride used by highway deicing and consumer and industrial customers, constitute a significant portion of our salt segment sales. Our deicing sales are seasonal and can fluctuate from year to year depending on the severity of the winter season weather in the markets we serve. Inventory management practices are employed to respond to the varying level of sales demand which impacts our production volumes, the resulting

Table of Contents

per-ton cost of inventory and ultimately profit margins, particularly during the second and third quarters when we build our inventory levels for the upcoming winter. Net earnings are typically lower during the second and third quarters than in the first and fourth quarters.

We assess the severity of winter weather compared to recent averages, using official government snow data and comparisons of our sales volumes to historical trends and other relevant data. Weather affects our highway and consumer and industrial deicing salt sales volumes and resulting gross profit. We estimate that the effect of winter weather in the markets we serve was below average in the first quarter of 2015 and above average in the first quarter of 2014. Due to the severe 2013-2014 winter season, we purchased salt to supplement our production which unfavorably impacted our production costs. In addition, unplanned downtime at our North American mines in the first quarter of 2015 unfavorably impacted our production costs. The more severe winter in the first quarter of 2014 favorably impacted our sales and our operating earnings and depleted inventories in the market compared to the first quarter of 2015. The depleted inventories in 2014 strained the adequate supply for deicing products and resulted in higher contract highway deicing prices during the 2014-2015 winter season.

Plant Nutrition Segment

Our plant nutrition segment includes sales of specialty plant nutrition products including SOP as well as micronutrient and other products under our Wolf Trax® product line. SOP, a specialty potassium fertilizer product which is also an ingredient in specialty fertilizer blends, is used as a potassium source for high-value or chloride-sensitive crops and turf. The yields and/or quality of many high-value or chloride-sensitive crops are generally better when SOP is used as a potassium nutrient rather than potassium chloride (“MOP” or “KCl”). Our SOP product is marketed under the brand name Protassium+™. Our Wolf Trax® product line is produced using proprietary and patented technologies.

The fertilizer market is influenced by many factors such as world grain and food supply, changes in consumer diets, general levels of economic activity, governmental food programs, and governmental agriculture and energy policies around the world. Economic factors may impact the amount or type of crop grown in certain locations, or the type or amount of fertilizer product used. Over the last decade, worldwide consumption of potash and other crop nutrients has increased in response to growing populations and the need for additional food supplies. We expect the long-term demand for potassium and other plant nutrients to continue to grow as arable land per capita decreases, thereby requiring crop yield efficiencies.

Our domestic sales of Protassium+™ are concentrated in the Western and Southeastern U.S. where the crops and soil conditions favor the use of low-chloride potassium nutrients, such as SOP. Consequently, weather patterns and field conditions in these locations can impact the amount of plant nutrient sales volumes. Additionally, the demand for and market price of Protassium+™ may be affected by the broader potash market and the economics of the specialty crops SOP serves.

Our SOP production facility in Ogden, Utah, the largest in North America and one of only three large-scale SOP solar brine evaporation operations in the world, utilizes naturally occurring brines in its production process. The brine moves through a series of solar evaporation ponds over a two to three-year production cycle. Since our production process relies on solar evaporation during the summer to produce SOP at our Ogden facility, the intensity of heat and wind speeds, and relative dryness of the weather conditions during that time impacts the amount of solar evaporation which occurs and correspondingly, the amount of mineral feedstock available to convert into finished product. We expect the solar pond-based effective capacity to be up to 320,000 tons annually for the Ogden facility, when weather conditions at our site are typical. We are focusing our sales efforts domestically in markets which typically yield higher average selling prices, net of shipping and handling costs, due to their proximity to our facilities.

Our SOP production in Saskatchewan, Canada contributes 40,000 tons to our SOP capacity. We combine sulfate-rich brine with sourced KCl to create SOP through ion exchange and glaserite processes at this facility. We purchase the KCl under a long-term supply agreement. This product is high-purity and in addition to crop nutrient applications is often used in specialty, non-agricultural applications.

In April 2014, we completed the acquisition of Wolf Trax, Inc., a privately-held Canadian corporation (recently renamed Compass Minerals Manitoba Inc. (“Compass Manitoba”)) for $95.5 million Canadian dollars (approximately $86.5 million U.S. dollars at the closing date) in cash after customary post-closing adjustments. The acquisition enhanced our position as a key resource for premium plant nutrition products by adding innovative crop nutrient products based upon proprietary and patented technologies.

Beginning in the latter half of 2013, we purchased and consumed KCl feedstock at our Ogden facility to supplement the potassium available for our SOP harvest, and we increased the volume of KCl feedstock in 2014. These KCl feedstock purchases helped increase production volumes, yet resulted in increased per-unit costs. In addition, we experienced heavy localized rainfall during the summer of 2014 which limited our deposit of raw materials and will result in a continuation of the purchases of KCl and/or potassium feedstock in 2015 and at higher levels than in 2014. As the spread between market prices for SOP and KCl has increased, the economics of producing SOP partly from KCl has improved for our unique KCl conversion process. While these KCl purchases will increase our expected full year product cost and reduce the resulting margin percentages, they are also expected to increase our gross profit. Future purchases of KCl will be based upon several factors,

Table of Contents

including but not limited to, the cost of utilizing the sourced KCl in our SOP process and SOP and KCl market prices. We currently expect to continue to supplement our pond-based SOP production as long as it is economically feasible to do so.

General

We contract bulk shipping vessels, barge, trucking and rail services to move products from our production facilities to distribution outlets and customers. Our North American salt mines and SOP production facilities are near either water or rail transport systems, which reduces our shipping and handling costs compared to alternative methods of distribution. However, shipping and handling costs still account for a relatively large portion of the total delivered cost of our products. Fuel prices declined in the latter half of 2014 and declined further in the first quarter of 2015. In addition, portions of the transportation industry have recently been impacted by supply constraints, particularly the trucking and rail sectors, which have increased costs in 2015 in some of our service regions. Future period shipping and handling per-unit costs will continue to be influenced by oil-based fuel costs and transportation supply constraints.

Manpower costs, energy costs, packaging, and certain raw material costs, particularly KCl, which can be used to make a portion of our SOP, deicing and water conditioning products, are also significant. Our production workforce is typically represented by labor unions with multi-year collective bargaining agreements. Our energy costs result from the consumption of electricity with relatively stable, rate-regulated pricing, and natural gas, which can have significant pricing volatility. We manage the pricing volatility of our natural gas purchases with natural gas forward swap contracts up to 36 months in advance of purchases, helping to reduce the impact of short-term spot market price volatility.

The consolidated financial statements have been prepared to present the historical financial condition and results of operations and cash flows for the Company which include our salt segment, plant nutrition segment, our records management business and unallocated corporate activities. The results of operations for Compass Manitoba have been included in our plant nutrition segment results from the date of acquisition. The results of operations of the records management business and other incidental revenues include sales of $2.7 million in each period for the three months ended March 31, 2015 and 2014, and are not material to our consolidated financial statements and consequently, are not included in the table below. The following tables and discussion should be read in conjunction with the information contained in our consolidated financial statements and the accompanying notes included elsewhere in this quarterly report.

	Three Months Ended March 31,
	2015		2014
Salt Sales (in millions)
Salt sales	$	316.7	$	353.2
Less: salt shipping and handling		94.5		123.1
Salt product sales	$	222.2	$	230.1

Salt Sales Volumes (thousands of tons)
Highway deicing		3,847		4,742
Consumer and industrial		507		654
Total tons sold		4,354		5,396

Average Salt Sales Price (per ton)
Highway deicing	$	62.99	$	53.75
Consumer and industrial		146.77		150.28
Combined		72.74		65.45

Plant Nutrition Sales (in millions)
Plant Nutrition sales	$	73.6	$	66.1
Less: Plant Nutrition shipping and handling		7.4		7.6
Plant Nutrition product sales	$	66.2	$	58.5

Plant Nutrition Sales Volumes (thousands of tons)		97		107
Plant Nutrition Average Price (per ton)	$	759	$	616

Table of Contents

Three Months Ended March 31, 2015 Compared to Three Months Ended March 31, 2014

Sales

Sales for the first quarter of 2015 of $393.0 million decreased $29.0 million, or 7% compared to $422.0 million for the same quarter of 2014. Sales primarily include revenues from the sale of our salt and plant nutrition products and shipping and handling costs incurred to deliver salt and plant nutrition products to our customers, or “product sales,” and revenues from our records management business. Shipping and handling costs were $101.9 million during the first quarter of 2015, a decrease of $28.8 million or 22% compared to $130.7 million for the same quarter of 2014. The decrease in shipping and handling costs is primarily due to lower salt and plant nutrition sales volumes and lower per-unit shipping and handling costs in the first quarter of 2015 compared to the same quarter of 2014.

Product sales for the first quarter of 2015 of $288.4 million decreased $0.2 million compared to $288.6 million for the same period in 2014, reflecting lower salt segment product sales offset by higher plant nutrition segment product sales.

Salt product sales for the first quarter of 2015 of $222.2 million decreased $7.9 million, or 3% compared to $230.1 million for the same period in 2014. The decrease in the first quarter of 2015 was due primarily to a decrease in highway and consumer and industrial product sales volumes, which unfavorably impacted salt product sales by approximately $47 million. Salt sales volumes in the first quarter of 2015 decreased by approximately 1.0 million tons from the same period in 2014 due principally to lower highway and consumer deicing sales volumes. The winter weather experienced in the first quarter of 2014 was more severe in the markets we serve in North America compared to the winter weather experienced in the first quarter of 2015. In addition, the exchange rates used to translate our operations denominated in foreign currencies into U.S. dollars in the first quarter of 2015 unfavorably impacted salt product sales by approximately $8 million compared to the exchange rates used in the first quarter of 2014. The decrease in salt product sales was offset partially by an increase in highway salt deicing average selling prices which favorably impacted salt product sales by approximately $48 million due primarily to higher contract sales prices compared to the prior year and higher sales volumes in the U.K in the first quarter of 2015.

Plant nutrition product sales during the first quarter of 2015 of $66.2 million increased $7.7 million, or 13% compared to $58.5 million for the same period in 2014. The increase in plant nutrition product sales was due to 23% increase in average selling price realized during the first quarter of 2015 compared to the first quarter of 2014, which was offset partially by a 9% decrease in sales volumes. The average selling price for plant nutrition products benefited from higher market prices for SOP products in the first quarter of 2015 compared to the first quarter of 2014. In addition, the acquisition of Wolf Trax, Inc. increased our average sales price in the first quarter of 2015.

Gross Profit

Gross profit for the first quarter of 2015 of $113.2 million increased $20.9 million, or 23% compared to $92.3 million in the same period of 2014. As a percent of sales, gross margin increased by seven percentage points, from 22% in the first quarter of 2014 to 29% in the first quarter of 2015. The gross profit for the salt segment increased by approximately $13 million due primarily to higher average selling prices for highway deicing products, which was offset partially by lower salt sales volumes. Salt per-unit costs were unfavorably impacted by unplanned downtime at our North American mines in the first quarter of 2015, additional costs of $2 million related to a settlement of a 2010 labor dispute and purchased salt used to supplement our production as a result of the more severe winter in the first quarter of 2014. In addition, the effects of exchange rates used to translate our operations denominated in foreign currencies into U.S. dollars in the first quarter of 2015 unfavorably impacted salt gross profit by approximately $2 million compared to the exchange rates used in the first quarter of 2014.

The increase in plant nutrition segment gross profit of approximately $7 million in the first quarter of 2015 was principally due to higher average sales prices compared to the same period in the prior year. Both periods were impacted by higher per-unit production costs as we purchased and consumed KCl and other mineral feedstock to supplement production although costs in the first quarter of 2015 were elevated compared to the same period in 2014.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the first quarter of 2015 of $28.5 million increased $3.2 million, or 13% compared to $25.3 million for the same period in 2014, and increased to 7.3% from 6.0% as a percentage of sales. The increase in expense in the first quarter of 2015 is primarily related to higher costs in our plant nutrition segment due to the increased costs associated with the ongoing operation of our Compass Manitoba business which totaled approximately $3.5 million and higher expenses in corporate and other due to investment in information technology. These increases were offset partially by lower professional expenses in both segments.

Interest Expense

Interest expense for the first quarter of 2015 of $5.4 million increased $1.0 million compared to $4.4 million for the same period in 2014. This increase in interest expense is primarily due to the refinancing of our $100.0 million 8% senior notes with $250.0 million senior notes (“4.875% Senior Notes”) in June 2014.

Table of Contents

Other Income, Net

Other income was $3.5 million for the first quarter of 2015 compared to income of $3.1 million in the first quarter of 2014. Net foreign exchange gains increased from $2.7 million in the first quarter of 2014 to $3.3 million in the first quarter of 2015.

Income Tax Expense

Income tax expense for the first quarter of 2015 was $22.2 million, an increase of $6.7 million compared to $15.5 million for the same quarter of 2014 due to higher pretax income. In addition, our effective rate is impacted by permanent tax deductions which have a less favorable impact as pretax income increases. Our effective income tax rate differs from the U.S. statutory federal income tax rate primarily due to U.S. statutory depletion, state income taxes (net of federal tax benefit), foreign income tax rate differentials, foreign mining taxes, domestic manufacturing deductions, and interest expense recognition differences for book and tax purposes.

Liquidity and Capital Resources

Historically, we have used cash generated from operations to meet our working capital needs, to fund capital expenditures, to pay dividends and to repay our debt. Principally due to the nature of our deicing business, our cash flows from operations are seasonal, with the majority of our cash flows from operations generated during the first half of the calendar year. When we have not been able to meet our short-term liquidity or capital needs with cash from operations, whether as a result of the seasonality of our business or other causes, we have met those needs with borrowings under our $125 million revolving credit facility. We expect to meet the ongoing requirements for debt service, any declared dividends and capital expenditures from these sources. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

Cash and cash equivalents of $313.8 million as of March 31, 2015 increased $47.0 million over December 31, 2014. We generated $122.4 million of operating cash flows in the first quarter of 2015. We used a portion of those cash flows to fund capital expenditures of $41.7 million and to pay dividends on our common stock of $22.4 million.

As of March 31, 2015, we had $625.4 million of principal indebtedness consisting of $250.0 million 4.875% Senior Notes due 2024 and $375.4 million of borrowings outstanding under our credit agreement. No amounts were outstanding under our $125 million revolving credit facility as of March 31, 2015. We had $6.4 million of outstanding letters of credit as of March 31, 2015, which reduced our revolving credit facility borrowing availability to $118.6 million.

Our debt service obligations could, under certain circumstances, materially affect our financial condition and impair our ability to operate our business or pursue our business strategies. As a holding company, CMI’s investments in its operating subsidiaries constitute substantially all of its assets. Consequently, our subsidiaries conduct all of our consolidated operating activities and own substantially all of our operating assets. The principal source of the cash needed to pay our obligations is the cash generated from our subsidiaries’ operations and their borrowings. Our subsidiaries are not obligated to make funds available to CMI. Furthermore, we must remain in compliance with the terms of our credit agreement, including the total leverage ratio and interest coverage ratio, in order to make payments on our 4.875% Senior Notes or pay dividends to our stockholders. We must also comply with the terms of our indenture. Although we are in compliance with our debt covenants as of March 31, 2015, we can make no assurance that we will remain in compliance with these ratios nor can we make any assurance that the agreements governing the current and future indebtedness of our subsidiaries will permit our subsidiaries to provide us with sufficient dividends, distributions or loans to fund scheduled interest payments on the 4.875% Senior Notes, when due. If we consummate an additional acquisition, our debt service requirements could increase. Furthermore, we may need to refinance all or a portion of our indebtedness on or before maturity; however, we cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.

We have been able to manage our cash flows generated and used across the Company to permanently reinvest earnings in our foreign jurisdictions or efficiently repatriate those funds to the U.S. As of March 31, 2015, we had $74.8 million of cash and cash equivalents (in the consolidated balance sheets) that was either held directly or indirectly by foreign subsidiaries. Due in large part to the seasonality of our deicing salt business, we experience large changes in our working capital requirements from quarter to quarter. Typically, our consolidated working capital requirements are the highest in the fourth quarter and lowest in the second quarter. When needed, we fund short-term working capital requirements by accessing our $125 million revolving credit facility. Due to our ability to generate adequate levels of domestic cash flow on an annual basis, it is our current intention to permanently reinvest our foreign earnings outside of the U.S. However, if we were to repatriate our foreign earnings to the U.S., we may be required to accrue and pay U.S. taxes in accordance with the applicable U.S. tax rules and regulations as a result of the repatriation. We review our tax circumstances on a regular basis with the intent of optimizing cash accessibility and minimizing tax expense.

In addition, the amount of permanently reinvested earnings is influenced by, among other things, the profits generated by our foreign subsidiaries and the amount of investment in those same subsidiaries. The profits generated by our domestic and foreign subsidiaries are, to some extent, impacted by the values charged on the transfer of our products between them. We calculate values charged on transfers based on guidelines established by the multi-national organization which publishes accepted tax guidelines recognized in all of the jurisdictions in which we operate, and those calculated values are the basis

Table of Contents

upon which our subsidiary income taxes, profits and cash flows are realized. Some of our calculated values have been approved by taxing authorities for certain periods while the values for those same periods or different periods have been challenged by the same or other taxing authorities. While we believe our calculations are proper and consistent with the accepted guidelines, we can make no assurance that the final resolution of these matters with all of the relevant taxing authorities will be consistent with our existing calculations and resulting financial statements. Additionally, the timing for settling these challenges may not occur for many years. We currently expect the outcome of these matters will not have a material impact on our results of operations. However, it is possible the resolution could impact the amount of earnings attributable to our domestic and foreign subsidiaries, which could impact the amount of permanently reinvested earnings and the tax-efficient access to consolidated cash on hand in all jurisdictions, as well as future cash flows from operations.

See Note 5 to our Consolidated Financial Statements for a discussion regarding our Canadian tax reassessments. See Note 7 to our Consolidated Financial Statements for a discussion regarding labor and litigation matters.

For the Three Months Ended March 31, 2015 and 2014

Net cash flows provided by operating activities for the three months ended March 31, 2015 were $122.4 million, a decrease of $38.3 million compared to $160.7 million for the first quarter of 2014. We had a reduction in working capital items of $34.3 million in the first quarter of 2015 compared to a reduction of $84.5 million in the first quarter 2014. These reductions provided a portion of our cash flows from operations, and reflect the seasonal nature of our deicing products and will vary largely due to the severity and timing of the winter weather in our regions.

Net cash flows used by investing activities of $41.7 million and $13.4 million for the three months ended March 31, 2015 and 2014, respectively, resulted from capital expenditures of $41.7 million and $25.0 million, respectively. In addition, we received $8.7 million of insurance advances that were presented as investment activities during the first quarters of 2014 related to a tornado that struck our salt mine and salt mechanical evaporation plant in Goderich, Ontario in 2011.

Financing activities during the first quarter of 2015 used $21.1 million of cash flows, primarily to make $22.4 million of dividend payments and $0.9 million of debt payments. During the first quarter of 2014, we used $19.2 million of cash flows, primarily to make $20.2 million of dividend payments and $0.9 million of debt payment. Both periods were offset partially by proceeds received from stock option exercises.

Sensitivity Analysis Related to EBITDA and Adjusted EBITDA

Management uses a variety of measures to evaluate the performance of CMI. While the consolidated financial statements, taken as a whole, provide an understanding of our overall results of operations, financial condition and cash flows, we analyze components of the consolidated financial statements to identify certain trends and evaluate specific performance areas. In addition to using U.S. GAAP financial measures, such as gross profit, net earnings and cash flows generated by operating activities, management uses EBITDA and EBITDA adjusted for items which management believes are not indicative of our ongoing operating performance (“Adjusted EBITDA”). Both EBITDA and Adjusted EBITDA are non-GAAP financial measures used to evaluate the operating performance of our core business operations. Our resource allocation, financing methods and cost of capital, and income tax positions are managed at a corporate level, apart from the activities of the operating segments, and the operating facilities are located in different taxing jurisdictions, which can cause considerable variation in net earnings. We also use EBITDA and Adjusted EBITDA to assess our operating performance and return on capital, and to evaluate potential acquisitions or other capital projects. EBITDA and Adjusted EBITDA are not calculated under U.S. GAAP and should not be considered in isolation or as a substitute for net earnings, cash flows or other financial data prepared in accordance with U.S. GAAP or as a measure of our overall profitability or liquidity. EBITDA and Adjusted EBITDA exclude interest expense, income taxes and depreciation and amortization, each of which are an essential element of our cost structure and cannot be eliminated. Furthermore, Adjusted EBITDA excludes other cash and non-cash items in other (income) expense. Our borrowings are a significant component of our capital structure and interest expense is a continuing cost of debt. We are also required to pay income taxes, a required and ongoing consequence of our operations. We have a significant investment in capital assets and depreciation and amortization reflect the utilization of those assets in order to generate revenues. Consequently, any measure that excludes these elements has material limitations. While EBITDA and Adjusted EBITDA are frequently used as measures of operating performance, these terms are not necessarily comparable to similarly titled measures of other companies due to the potential inconsistencies in the method of calculation. The calculation of EBITDA and Adjusted EBITDA as used by management is set forth in the table below (in millions).

Table of Contents

	Three Months Ended March 31,
	2015			2014
Net earnings	$	60.6		$	50.2
Interest expense		5.4			4.4
Income tax expense		22.2			15.5
Depreciation, depletion and amortization		19.1			18.4
EBITDA		107.3			88.5
Adjustments to EBITDA:
Other income, net		(3.5	)		(3.1	)
Adjusted EBITDA	$	103.8		$	85.4

Our operating earnings were favorably impacted in the first quarter of 2014 and unfavorably impacted in the first quarter of 2015 by winter weather in the markets we serve.

Recent Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board (“FASB”) issued guidance which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the related debt liability rather than an asset. The recognition and measurement guidance for debt issuance costs are not affected by this guidance. This new guidance is effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted. We do not expect that this guidance will have a material impact on our consolidated financial statements.

In August 2014, the FASB issued guidance which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide disclosure in the footnotes under certain circumstances. This guidance is effective for fiscal years ending after December 15, 2016 with early adoption permitted. We do not expect that this guidance will have a material impact on our consolidated financial statements.

In May 2014, the FASB issued guidance to provide a single, comprehensive revenue recognition model for all contracts with customers. The new revenue recognition model supersedes existing revenue recognition guidance and requires revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration an entity expects to receive in exchange for those goods or services. This guidance is effective for fiscal years and interim periods with those years beginning after December 15, 2016 and early adoption is not permitted. The guidance permits the use of either a full or modified retrospective or cumulative effect transition method. We are currently evaluating the impact that the implementation of this standard will have on our consolidated financial statements.

Effects of Currency Fluctuations

We conduct operations in Canada and the U.K. Therefore, our results of operations are subject to both currency transaction risk and currency translation risk. We incur currency transaction risk whenever we or one of our subsidiaries enter into either a purchase or sales transaction using a currency other than the local currency of the transacting entity. With respect to currency translation risk, our financial condition and results of operations are measured and recorded in the relevant local currency and then translated into U.S. dollars for inclusion in our historical consolidated financial statements. Exchange rates between these currencies and the U.S. dollar have fluctuated significantly from time to time and may do so in the future. The majority of our revenues and costs are denominated in U.S. dollars, with British pounds sterling and Canadian dollars also being significant. Significant changes in the value of the Canadian dollar or British pound sterling relative to the U.S. dollar could have a material adverse effect on our financial condition.

Although inflation has not had a significant impact on our operations, our efforts to recover cost increases due to inflation may be hampered as a result of the competitive industries in which we operate.

Seasonality

We experience a substantial amount of seasonality in our sales, primarily with respect to our deicing products. Consequently, sales and operating income are generally higher in the first and fourth quarters and lower during the second and third quarters of each calendar year. In particular, sales of highway and consumer deicing salt and magnesium chloride products vary based on the severity of the winter conditions in areas where the product is used. Following industry practice in North America, we seek to stockpile sufficient quantities of deicing salt in the second, third and fourth quarters to meet the estimated requirements for the winter season.

Table of Contents

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Our business is subject to various types of market risks that include, but are not limited to, interest rate risk, foreign currency exchange rate risk and commodity pricing risk. Management has taken actions to mitigate our exposure to commodity pricing by entering into forward derivative instruments, and may take further actions to mitigate our exposure to interest rates and to changes in the cost of transporting our products due to variations in our contracted carriers’ cost of fuel, which is typically diesel fuel. However, there can be no assurance that our hedging activities will eliminate or substantially reduce these risks. We do not enter into any financial instrument arrangements for speculative purposes. Our market risk exposure related to these items has not changed materially since December 31, 2014.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures – As of the end of the period covered by this report, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) was performed under the supervision and with the participation of the Company’s management, including the CEO and CFO. Based on that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2015 to ensure that information required to be disclosed in the reports it files and submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.

For this purpose, disclosure controls and procedures include controls and procedures designed to ensure that information that is required to be disclosed under the Exchange Act is accumulated and communicated to the Company's management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting - There has been no change in the Company’s internal control over financial reporting during the most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

From time to time, we are involved in various routine legal proceedings. These primarily involve commercial claims, product liability claims, personal injury claims and workers’ compensation claims. We cannot predict the outcome of these lawsuits, legal proceedings and claims with certainty. Nevertheless, we believe that the outcome of these proceedings, even if determined adversely, would not have a material adverse effect on our business, financial condition and results of operations. There have been no material developments during 2015 with respect to legal proceedings other than the matter discussed below.

Table of Contents

Item 1A.

Risk Factors

For a discussion of the risk factors applicable to the Company, please refer to Part I, Item 1A. “Risk Factors” in the Company’s Form 10-K for the year ended December 31, 2014. There have been no material changes to the Company’s risk factors as disclosed in such Form 10-K.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this quarterly report.

Item 5.

Other Information

None.

Item 6.

Exhibits

The Exhibit Index attached to this Quarterly Report on Form 10-Q is hereby incorporated by reference.

Table of Contents

SIGNATURES

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

		COMPASS MINERALS INTERNATIONAL, INC.

Date: April 28, 2015		/s/ FRANCIS J. MALECHA
		Francis J. Malecha
		President and Chief Executive Officer
		(Principal Executive Officer)

Date: April 28, 2015		/s/ MATTHEW J. FOULSTON
		Matthew J. Foulston
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Table of Contents

EXHIBIT INDEX

Exhibit No.	Description of Exhibit

10.1*	2015 Summary of Executive Cash Compensation and Award Targets Under the Annual Incentive Plan
10.2*	Management Annual Incentive Compensation Plan Summary
10.3*	Current Form of Three-Year Performance Stock Unit Award Agreement (ROIC) Under 2005 Plan
10.4*	Current Form of Three-Year Performance Stock Unit Award Agreement (rTSR) Under 2005 Plan
10.5*	Current Form of Non-Qualified Stock Option Award Agreement Under 2005 Plan
10.6*	Current Form of Restricted Stock Unit Award Agreement Under 2005 Plan
10.7*	Rules, Policies and Procedures for Equity Awards Granted to Employees
10.8*	Offer Letter for Chief Financial Officer dated November 11, 2014 by and between Compass Minerals International, Inc. and Matthew Foulston
31.1*	Section 302 Certifications of Francis J. Malecha, President and Chief Executive Officer
31.2*	Section 302 Certifications of Matthew J. Foulston, Chief Financial Officer
32**	Certification Pursuant to 18 U.S.C. §1350 of Francis J. Malecha, President and Chief Executive Officer and Matthew J. Foulston, Chief Financial Officer
95*	Mine Safety Disclosures
101**	The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, formatted in Extensive Business Reporting Language (XBRL): (i) consolidated balance sheets, (ii) consolidated statements of operations, (iii) consolidated statements of comprehensive income, (iv) consolidated statement of stockholders’ equity, (v) consolidated statements of cash flows, and (vi) the notes to the consolidated financial statements

*	Filed herewith

**	Furnished herewith

Exhibit 10.1

2015 Summary of Executive Cash Compensation

and Award Targets Under the Annual Incentive Plan

The following table sets forth the current base salaries provided for the Company’s CEO, CFO and three most highly compensated executive officers. Salary increases are determined annually in March and effective April 1, 2015:

Executive Officers	Current Salary

Francis Malecha	$	762,200
Matthew Foulston	$	450,000
Steven Berger	$	374,544
Keith Espelien	$	318,240
Robert Miller	$	315,000

Executive officers are also eligible to receive a bonus each year under the Company’s Management Annual Incentive Plan. The target percentages (based on percentage of salary) under this plan for the Company’s CEO, CFO and three most highly compensated executive officers are as shown in the following table.

Executive Officers	Target Percentage

Francis Malecha	105%
Matthew Foulston	65%
Steven Berger	50%
Keith Espelien	60%
Robert Miller	60%

Exhibit 10.2

COMPASS MINERALS (CMP)

MANAGEMENT ANNUAL INCENTIVE COMPENSATION PLAN (MAIP)

(Fiscal Year 2015)

OVERVIEW

This is a discretionary incentive compensation plan adopted and established by the CMP Board of Directors pursuant to the Compass Minerals International, Inc. 2005 Incentive Award Plan. This plan is designed and authorized for execution on an annual basis. The policies, objectives, purposes and guidelines of this plan are defined by the Compensation Committee, as designated by the Board. All awards and bonus payments described herein are entirely discretionary and at the sole discretion of the Compensation Committee may be evaluated, modified or revoked at any time.

All awards and bonus payments are based upon specific performance related criterion and as such, are not considered standard payment for services and are not guaranteed.

OBJECTIVES AND PURPOSE

The objective of the Management Annual Incentive Plan (MAIP) is to establish a clear linkage between annual business results and alignment of compensation for executives and key management contributors.

The purpose of this discretionary incentive plan is to:

Reward employees for achieving and exceeding individual and CMP objectives.

Promote teamwork across Business Units and Functions.

Reinforce and motivate participants to fully utilize CMP resources and continual efforts to maximize earnings, cash flow and growth.

Establish Safety results as a common, primary multiplier for all MAIP awards.

ELIGIBILITY

Employee participation and award level are based on recommendations of the CEO and the Senior Management Team. The CEO, in keeping with established policies, determines and recommends the individual awards for the executive and key management group. These participants are approved by the Compensation Committee. A participant may be removed from the Plan at any time at the discretion of the Company.

AWARD CRITERIA

MAIP awards are dependent upon accomplishment of CMP Corporate and Business Unit goals and objectives. Payments will be based on performance targets established for an incentive period beginning January 1 through December 31 of a particular year.

Page | 1

The CEO and Senior Vice President Corporate Services will develop recommendations for the Compensation Committee for the Target Percentage assigned to executive and key participants in the MAIP Plan. Each participant's overall incentive award is capped and shall not exceed 200% of base salary.

Participants in the MAIP are assigned an overall Target Percentage; this is a percent of base salary and the corresponding dollar amount is the participant’s Target Award.

Example: A participant with a base salary of $50,000 and Target Percentage of 10% would have a Target Award of $5,000 (= 100% of Target).

Participant’s base salary reported as of December 31 of the performance year, excluding bonuses, special pay and other forms of compensation, will be used to calculate MAIP Awards.

Overall MAIP payments made under this plan are reviewed in aggregate and require approval of the Compensation Committee.

In the event of an accounting restatement which reduces the corporate or divisional financials on which this incentive award was based, the Company may, at its sole discretion, require repayment from participants of all or any portion of any incentive awards which were incorrectly stated or reduce any compensation or other payments the participant would otherwise receive from the Company by the amount of such repayment obligation. All participants who receive an MAIP incentive award shall be required to repay the amount specified upon written notification.

PLAN DESIGN

Specific MAIP targets are established each year for each participant based on goals relating to overall Company performance, business-unit performance, environmental, health and safety and personal performance. Goals are specified as follows:

Corporate Adjusted EBITDA

Business-unit Adjusted EBITDA (Adjusted EBITDA is Operating Income plus depreciation and amortization each as applicable to the Business-unit and on a combined basis.)

Cost Per Ton (Cost to produce finished goods divided by finished goods production per ton)

Personal Performance Objectives

Environmental, Health and Safety (“EHS”) Performance (Incidence rates)

Page | 2

The weighting of these components is based on the responsibilities of the participant. Targets for participants responsible for a business-unit differ from those for participants with overall “corporate” responsibility (e.g., Finance ), as shown below:

SVP
Division (Salt, Plant Nutrition)			Operations			Corporate Enabling
Team Alignment	Plan Metric	Weighting	Team Alignment	Plan Metric	Weighting	Team Alignment	Plan Metric	Weighting
Corporate	Corporate EBITDA	50%	Corporate	Corporate EBITDA	50%	Corporate	Corporate EBITDA	80%
Division	Division EBITDA	30%	Operations	Cost Per Ton	22.5%	Personal	Personal Objectives	20%
Personal	Personal Objectives	20%	Operations	Wtg Avg NAS and Spec. Fert. EBITDA	7.5%
			Personal	Personal Objectives	20%

VP
Division (Salt, Plant Nutrition)			Operations			Corporate Enabling
Team Alignment	Plan Metric	Weighting	Team Alignment	Plan Metric	Weighting	Team Alignment	Plan Metric	Weighting
Corporate	Corporate EBITDA	40%	Corporate	Corporate EBITDA	40%	Corporate	Corporate EBITDA	70%
Division	Division EBITDA	30%	Operations	Cost Per Ton	22.5%	Personal	Personal Objectives	30%
Personal	Personal Objectives	30%	Operations	Wtg Avg NAS and Spec. Fert. EBITDA	7.5%
			Personal	Personal Objectives	30%

Directors/Managers
Division (Salt, Plant Nutrition)			Operations			Corporate Enabling
Team Alignment	Plan Metric	Weighting	Team Alignment	Plan Metric	Weighting	Team Alignment	Plan Metric	Weighting
Corporate	Corporate EBITDA	30%	Corporate	Corporate EBITDA	30%	Corporate	Corporate EBITDA	70%
Division	Division EBITDA	40%	Operations	Cost Per Ton	30%	Personal	Personal Objectives	30%
Personal	Personal Objectives	30%	Operations	Wtg Avg NAS and Spec. Fert. EBITDA	10%
			Personal	Personal Objectives	30%

Safety Multiplier +/- 10% Applies to All Plans

Award levels with respect to EBITDA and Cost Per Ton are based on performance as follows:

PERCENT OF GOAL ACHIEVED		PERCENT OF AIP TARGET PAID
< 75%		0%
75%		25%
100%		100%
≥ 150%		200% (maximum)

Participants are evaluated on individual personal performance objectives, and the maximum potential award for the personal performance portion of the potential award equals 200% of the personal performance target. Overall payments for AIP awards may range from 0% to 200% of the AIP award target.

Finally, an EHS multiplier will be applied to the combined AIP award for all components calculated above as follows:

EHS RATING ACHIEVED		MULTIPLER APPLIED
125% of goal		0.9
100% of goal		1.0
75% of goal		1.1

This EHS multiplier is also applied on a sliding scale in the ranges shown above.

Page | 3

ALLOCATION OF PAYMENTS

AIP bonus payments are made in the year following the year with respect to which the bonus relates. The actual payment will be made as soon as practical after annual financial statements are available and upon final approval of the Compensation Committee.

To be eligible to receive an AIP bonus payment, a participant must have been actively employed at the time of any approved pay-out or, if earlier, February 28 of the year following the year with respect to which the payment relates.

Any participant who terminates employment, voluntarily or involuntarily, prior to the approved pay-out date (or February 28, if earlier) will not receive an AIP bonus payment, except as stipulated below:

In the event of normal retirement, disability or death prior to the end of an incentive period, an otherwise eligible participant may receive a pro-rated AIP payment amount, provided an AIP award was approved for the applicable incentive period.

In the event of a change in ownership or control resulting in termination of employment prior to end of the incentive period, an otherwise eligible participant may receive a pro-rated AIP payment amount, provided an AIP award was approved for the applicable incentive period. Any prior arrangements will supersede this provision.

An employee hired into a position approved for participation after the beginning of an incentive period may be considered for a pro-rated participation in this plan, unless the employee starts on or after October 1 of the plan year or other arrangements are approved as part of the offer letter and approved by the Director Total Rewards.

AIP bonus payments are paid-out on a one-time basis as a lump-sum, in cash, as such are considered compensation and reportable income for all tax reporting purposes. In certain circumstance such payment made be made in methods other than cash.

AIP bonus payments are included in total annual earnings and must be counted for the purpose of calculating 401k contributions, profit sharing contributions and other applicable deductions.

A participant on a Performance Improvement Plan for job performance is not eligible to receive an AIP bonus payment.

All Support Enabling functions will be paid on the Corporate Enabling plan. A support enabling function is one that reports into an SVP Corporate Services or the CFO.

A participant must have a score of Solid (“3”) or better on their annual Performance review to be eligible for an MAIP payout.

Page | 4

This document supersedes all other documents that may establish or describe any criteria for participation in this plan or any other Compass Minerals compensation plan. This plan can be modified or terminated at any time by the President and CEO of the Company. This document does not provide nor is it intended to infer any instance of guarantee regarding participation or bonus pay-out. Furthermore, this document does not establish any contract of employment between the Company and any employee, nor does it establish any guarantee of employment for any specific period of time.

Page | 5

Exhibit 10.3

THREE-YEAR PERFORMANCE STOCK UNIT AWARD AGREEMENT

Return on Invested Capital (ROIC) Performance Criteria

Name of Grantee:
Grant Date:
Number of Shares of Performance Stock Units:
Performance Period:

This Agreement evidences the grant by Compass Minerals International, Inc., a Delaware corporation (the “Company”) of performance stock units to the above-referenced “Grantee” pursuant to the Compass Minerals International, Inc. 2005 Incentive Award Plan, as may be amended from time to time (the “Plan”), and the Rules, Policies and Procedures adopted by the Committee for the Plan, as may be amended from time to time. The Plan and the Rules, Policies and Procedures are collectively referred to in this Agreement as the “Governing Documents”.

1. Incorporation of Governing Documents. The terms and provisions of the Governing Documents are incorporated into and made a part of this Agreement by reference. In the event of a conflict between any provision of this Agreement and the Governing Documents, the provisions of the Governing Documents will control. Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to those terms in the Governing Documents.

2. Performance Stock Units Awarded. Grantee is hereby awarded the number of common stock units (the “Performance Stock Units”) first set forth above, subject to the other terms and conditions of this Agreement and the Governing Documents. Each unit represents the right to receive one share of the Company’s Stock.

3. Vesting Period. The Performance Stock Units are subject to (i) a three-year vesting period beginning on the Grant Date and ending on the third anniversary of such Grant Date (the "Vesting Period") and (ii) the Performance Criteria set forth in Exhibit A attached hereto. The Performance Stock Units will be forfeited by Grantee and no benefits will be payable under this Agreement if Grantee’s service with the Company and its Subsidiaries ends prior to the last day of the Vesting Period, except as otherwise provided in the Governing Documents.

4. Payment. Within 30 days following the conclusion of the Vesting Period, Grantee shall receive a number of shares of Stock (in certificate or book entry form and rounded to the nearest whole share) equal to the number of Performance Stock Units with respect to which the Performance Criteria have been satisfied; provided, however, that if the Grantee’s service with the Company and its Subsidiaries ends earlier than the end of the Vesting Period under circumstances that entitle the Grantee to payment, then the time of payment and the number of shares that the Grantee will receive will be determined in accordance with the Governing

Documents. Any non-vested Performance Stock Units will be forfeited by Grantee and no benefits will be payable under this Agreement with respect to such non-vested Performance Stock Units

5. Dividend Equivalents. Grantee shall be entitled to receive Dividend Equivalents as set forth in the Governing Documents.

6. Entire Agreement. This Agreement, together with the Governing Documents, constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior written or oral negotiations, commitments, representations and agreements with respect thereto.

7. Receipt of Governing Documents. Grantee acknowledges receipt of a copy of the Governing Documents.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Grant Date. This Agreement may be executed in counterparts.

	COMPASS MINERALS INTERNATIONAL, INC.

	By:
	Name:	Steven N. Berger
	Title:	Senior Vice President Corporate Services

	GRANTEE

EXHIBIT A

PERFORMANCE CRITERIA FOR PERFORMANCE STOCK UNIT AWARD

Return on Invested Capital (ROIC) Performance Criteria

All of the Performance Stock Units granted under this award agreement will be forfeited at the end of the applicable Performance Period unless the following Performance Criteria are satisfied.

Performance Period	ROIC Performance Criteria
FY to		Threshold	Target	Maximum
	ROIC Achieved:	[ ]%	[ ]%	[ ]%
	Vesting Percent:	[ ]%	[ ]%	[ ]%
	Earned percentages will be interpolated on a straight line basis

Exhibit 10.4

THREE-YEAR PERFORMANCE STOCK UNIT AWARD AGREEMENT

Relative Total Shareholder Return (rTSR) Performance Metric

Name of Grantee:
Grant Date:
Number of Shares of Performance Stock Units:
Performance Period:

benefits will be payable under this Agreement with respect to such non-vested Performance Stock Units.

5. Dividend Equivalents. Grantee shall be entitled to receive Dividend Equivalents as set forth in the Governing Documents.

7. Receipt of Governing Documents. Grantee acknowledges receipt of a copy of the Governing Documents.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Grant Date. This Agreement may be executed in counterparts.

	COMPASS MINERALS INTERNATIONAL, INC.

	By:
	Name:	Steven N. Berger
	Title:	Senior Vice President Corporate Services

	GRANTEE

EXHIBIT A

PERFORMANCE CRITERIA FOR PERFORMANCE STOCK UNIT AWARD

Relative Total Shareholder Return (rTSR) Performance Criteria

All of the Performance Stock Units granted under this award agreement will be forfeited at the end of the applicable Performance Period unless the following Performance Criteria are satisfied.

Performance Period	rTSR Performance Criteria
FY to	The Performance Stock Units earned for the Performance Period will be based on CMP's Total Shareholder Return (TSR) compared to the TSR of the companies comprising the Russell 3000 Index over such Performance Period.
	Benchmark Ranking	Percentage of Performance Stock Units Earned

	Benchmark and earned percentages will be interpolated on a straight line basis

Exhibit 10.5

NON QUALIFIED STOCK OPTION AWARD AGREEMENT

Name of Optionee:
Grant Date:
Number of Option Shares:
Option Price per Share:

This Agreement evidences the grant by Compass Minerals International, Inc., a Delaware corporation (the “Company”), of a non-qualified stock option to the above-referenced “Optionee”, and the acceptance of the non-qualified stock option by the Optionee, pursuant to the Compass Minerals International, Inc. 2005 Incentive Award Plan, as may be amended from time to time (the “Plan”), and the Rules, Policies and Procedures adopted by the Committee for the Plan, as may be amended from time to time. The Plan and the Rules, Policies and Procedures are collectively referred to in this Agreement as the “Governing Documents”.

2. Option Price. Subject to terms and conditions of the Governing Documents and this Agreement, Optionee shall have the option (the “Option”) to purchase shares of Stock at the price per share (the “Option Price”) and in the amounts set forth above. Payment of the Option Price may be made in any manner specified under the Governing Documents. The Option is not intended to qualify for federal income tax purposes as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.

3. Term. The term of the Option shall commence on the Grant Date and expire upon the earlier of: the seventh (7^th) anniversary of the Grant Date, or the time set forth set forth in the Governing Documents.

4. Vesting and Exercise of Option. The Option will become vested and exercisable at the Option Price and with respect to the Number of Option Shares set forth above, in accordance with the following vesting schedule:

Date	Vested %
1st anniversary of Grant Date	25%
2nd anniversary of Grant Date	25%
3rd anniversary of Grant Date	25%
4th anniversary of Grant Date	25%

5. Entire Agreement. This Agreement, together with the Governing Documents, constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior written or oral negotiations, commitments, representations and agreements with respect thereto.

6. Receipt of Governing Documents. Optionee acknowledges receipt of a copy of the Governing Documents.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Grant Date. This Agreement may be executed in counterparts.

	COMPASS MINERALS INTERNATIONAL, INC.

	By:
	Name:	Steven N. Berger
	Title:	Senior Vice President Corporate Services

	OPTIONEE

Exhibit 10.6

RESTRICTED STOCK UNIT AWARD AGREEMENT

Name of Grantee:
Grant Date:
Number of Shares of Restricted Stock Units:

This Agreement evidences the grant by Compass Minerals International, Inc., a Delaware corporation (the “Company”) of restricted stock units to the above-referenced “Grantee” pursuant to the Compass Minerals International, Inc. 2005 Incentive Award Plan, as may be amended from time to time (the “Plan”), and the Rules, Policies and Procedures adopted by the Committee for the Plan. The Plan and the Rules, Policies and Procedures are collectively referred to in this Agreement as the “Governing Documents”.

2. Restricted Stock Units Awarded. Grantee is hereby awarded the number of restricted stock units (the “Restricted Stock Units”) first set forth above, subject to the other terms and conditions of this Agreement and the Governing Documents. Each unit represents one share of the Company’s Stock.

3. Vesting. The Restricted Stock Units shall be non-vested, and subject to forfeiture until the third (3rd) anniversary of the Grant Date (the “Vesting Date”); provided that the performance hurdle set forth in Exhibit A has been satisfied. The Restricted Stock Units will be forfeited by Grantee and no benefits will be payable under this Agreement if Grantee’s service with the Company and its Subsidiaries ends prior to the Vesting Date, except as otherwise provided in the Governing Documents.

4. Payment. Grantee shall receive a number of shares of Stock (in either certificate or book entry form) equal to the Restricted Stock Units subject to this Agreement within 30 days following the Vesting Date; provided, however, that if the Grantee’s service with the Company and its Subsidiaries ends earlier than Vesting Date under circumstances that entitle the Grantee to payment under the Governing Documents, then the time of payment and the number of shares that the Grantee will receive will be determined in accordance with the Governing Documents.

5. Dividend Equivalents. Grantee shall be entitled to receive Dividend Equivalents as set forth in the Governing Documents.

7. Receipt of Governing Documents. Grantee acknowledges receipt of a copy of the Governing Documents.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Grant Date. This Agreement may be executed in counterparts.

	COMPASS MINERALS INTERNATIONAL, INC.

	By:
	Name:	Steven N. Berger
	Title:	Senior Vice President Corporate Services

	GRANTEE

EXHIBIT A

PERFORMANCE HURDLE FOR RESTRICTED STOCK UNIT AWARD

The Restricted Stock Units will be forfeited unless the following performance hurdle is met:

Exhibit 10.7

COMPASS MINERALS INTERNATIONAL, INC.

2005 INCENTIVE AWARD PLAN

RULES, POLICIES AND PROCEDURES

FOR EQUITY AWARDS GRANTED TO EMPLOYEES

(Adopted February 25, 2015)

Purpose

These Rules, Policies and Procedures (collectively “Plan Policies”) are adopted by the Compensation Committee of the Board of Directors of Compass Minerals International, Inc., and set forth the general rules of administration relating to the grant of Awards to Employees made on or after February 25, 2015, pursuant to the Compass Minerals International, Inc. 2005 Incentive Award Plan (the “Plan”).

If there is any conflict between the terms and conditions of the Plan Policies and any Award Agreement, the Plan Policies will control.

All capitalized terms used in these Plan Policies have the meaning set forth in the Plan, except to the extent otherwise specifically provided in this document.

The Committee may supplement the Plan Policies from time to time with additional polices governing specific items and set forth in a separate instrument. Any such separate instrument shall be deemed to be a part of the Plan Policies set forth in this document.

The Committee reserves the right to amend or repeal all or any portion of the Plan Policies effective at any time without notice and subject to all applicable securities laws and future changes to such securities laws.

2.	Definitions.

With respect to any Award granted under the Plan, the following terms shall have the meaning set forth below unless such term is specifically defined otherwise in an applicable Award Agreement.

(a)

“Cause” means, in connection with a Participant’s termination of employment, (i) the conviction of a Participant of, or plea of guilty or nolo contendere by the Participant to, a felony or misdemeanor involving moral turpitude, (ii) the indictment of a Participant for a felony or misdemeanor under federal securities laws, (iii) the willful misconduct or gross negligence by a Participant resulting in material harm to the Company or any Subsidiary, (iv) fraud, embezzlement, theft, or dishonesty by a Participant against the Company or any Subsidiary, or willful violation by the Participant of a policy or procedure of the Company or Subsidiary, resulting in any case in material harm to the Company or Subsidiary,

or (v) breach of any confidentiality agreement, obligation or policy and/or breach of any restrictive covenant agreement, obligation or policy or similar agreement by and between the Participant and the Company or Subsidiary. For purpose of the foregoing, no act or failure to act by a Participant shall be considered “willful” unless done or omitted to be done by the Participant in bad faith and without reasonable belief that the Participant’s action or omission was in the best interests of the Company or its Subsidiaries. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board shall be conclusively presumed to be done, or omitted to be done, by the Participant in good faith and in the best interests of the Company.

Notwithstanding the foregoing, with respect to any Participant who is a party to a Change in Control Severance Agreement with the Company or a Subsidiary, the term “Cause” shall have the same meaning as set forth in such Change in Control Severance Agreement.

(b)

“Disability” means a Participant is unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than twelve (12) months; or is, by reason of a medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than twelve (12) months, receiving replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company.

(c)

“Good Reason” means, in connection with a Participant’s termination of employment, the occurrence of any of the following events within 18 months (or 24 months for any Participant subject to a Change in Control Severance Agreement) after a Change of Control without a Participant’s express written consent: (i) a material adverse change in the Participant’s duties or responsibilities as of the Change of Control (or as the same may be increased from time to time thereafter); provided, however, that “Good Reason” shall not be deemed to occur upon a change in the Participant’s reporting structure, upon a change in the Participant’s duties or responsibilities that is a result of the Company no longer being a publicly traded entity and does not involve any other event set forth in this definition, or upon a change in the Participant’s duties or responsibilities that is part of an across the board change in duties or responsibilities of employees at the Participant’s level; (ii) any material reduction in the Participant’s annual base salary or annual target or maximum bonus opportunity in effect as of the Change of Control (or as the same may be increased from time to time thereafter); provided, however, that “Good Reason” shall not include such a reduction of less than 10% that is part of an across the board reduction applicable to employees at the Participant’s level; (iii) Company’s relocation of the Participant more than 50 miles from the Participant’s primary office location and more than 50 miles from the

Participant’s principal residence as of the Change of Control; or (iv) any material breach of the Participant’s Award Agreement.

Notwithstanding the foregoing, with respect to any Participant who is a party to a Change in Control Severance Agreement with the Company or a Subsidiary, the term “Good Reason” shall have the same meaning as set forth in such Change in Control Severance Agreement.

Notwithstanding the foregoing, a Participant must provide written notice of termination of employment to the Company within 90 days of the Participant’s initial knowledge of an event constituting termination for Good Reason (or such event shall not constitute termination for Good Reason under the Plan) and the Company shall have a period of at least 30 days to cure such event without triggering a termination for Good Reason.

(d)

“Retirement” means, with respect to an Employee, such Employee’s voluntary separation from service on or after attaining age sixty-two (62) with a combined age and years of service equal to or greater than sixty-seven (67).

Termination of Employment. Except as provided in paragraphs 5, 6, 7, 8 or 9 below, if a Participant’s employment with the Company and its Subsidiaries ends prior to the last day of an applicable vesting under the Award Agreement, then all further vesting shall cease as of the date of such termination and all unvested awards will be forfeited. In the case of a Non-Qualified Stock Option, the Participant shall have 90 days to exercise such option (to the extent vested).

5.	Retirement.

(a)

Performance Stock Units. If a Participant’s employment with the Company and its Subsidiaries ends prior to the last day of an applicable Performance Period due to Retirement, then the Performance Stock Units granted under an Award Agreement will be earned based on the Company’s actual performance for the entire Performance Period, but shall vest pro rata as of the date of Retirement (based on the number of months of service completed during the applicable Performance Period, treating any partial month as a completed month and rounding up to the nearest whole share). Payment (if any) shall be made to the Participant at the same time and in the same manner that payment would have been paid to the Participant had he or she remained in employed through the end of the Performance Period; provided that payment will be delayed to the extent necessary to comply with Section 409A of the Code.¹

¹ Example: Assume a participant is granted 1,000 units and retires 12 months into the 36 month performance period. Also assume that the performance hurdles are met at 120% of target at the end of the 36 month performance period. Under these facts, the retired participant would receive a payout of 1,200 units x 12/36 months = 400 shares following the end of the 36 month performance period.

(b)

Restricted Stock Units. If a Participant’s employment with the Company and its Subsidiaries ends prior to the last day of an applicable vesting date due to Retirement, then any unvested Restricted Stock Units granted under the Award Agreement will vest pro rata as of the date of Retirement (based on the number of months of service completed during the applicable vesting period, treating any partial month as a completed month and rounding up to the nearest whole share) and will be paid at the same time and in the same manner that such Award would have been paid to the Participant had he or she remained in employed through the vesting date under the Award Agreement; provided that payment is conditioned upon satisfaction of all applicable performance goals and will be delayed to the extent necessary to comply with Section 409A of the Code.²

(c)

Non-Qualified Stock Options. If a Participant’s employment with the Company and its Subsidiaries ends prior to the last day of the applicable vesting period due to Retirement, then any unvested Non-Qualified Stock Options granted under such Award Agreement will vest pro rata as of the date of Retirement (based on the number of months of service completed during the applicable vesting period, treating any partial month as a completed month and rounding up to the nearest whole share); and the Participant shall have until the expiration of the third (3^rd) anniversary of his or her Retirement to exercise any vested Non-Qualified Stock Options.³

Death.

(a)

Performance Stock Units. If a Participant’s employment with the Company and its Subsidiaries ends prior to the last day of an applicable Performance Period due to death, then the Performance Stock Units granted under the Award Agreement will be 100% vested and paid “at target” within 60 days of the Participant’s death.

(b)

Restricted Stock Units. If a Participant terminates employment with the Company and its Subsidiaries prior to the last day of an applicable vesting date due to death, then the Restricted Stock Units granted under the Award Agreement will be 100% vested and paid within 60 days of the Participant’s death.

(c)

Non-Qualified Stock Options. If a Participant terminates employment with the Company and its Subsidiaries prior to the last day of the applicable vesting period due to death, then any unvested Non-Qualified Stock Options granted under such Award Agreement will vest pro rata as of the date of death (based on the number of months of service completed during the applicable vesting period, treating any

² Example: Assume a participant is granted 1,000 units and retires 24 months into the 36 month vesting period. Also assume that the performance hurdle is met for the first year. Under these facts, the retired participant would receive a payout of 1,000 units x 24/36 months = 667 shares following the end of the 36 month vesting period.

³ Example: Assume a participant is granted 100 options which vest 25% per year over four years. Also assume the participant retires 18 months after the grant date. Under these facts, the retired participant will be vested in 38 options (25 attributable to year one and 13 attributable to year two). The remaining options (62 in total) would be forfeited. The participant will have 36 months to exercise his or her vested options.

partial month as a completed month and rounding up to the nearest whole share); and the Participant’s beneficiary shall have until the expiration of the third (3^rd) anniversary of the Participant’s death to exercise any vested Non-Qualified Stock Options.⁴

7.	Disability.

(a)

Performance Stock Units. If a Participant’s employment with the Company and its Subsidiaries ends prior to the last day of an applicable Performance Period due to Disability, then the Performance Stock Units granted under an Award Agreement will not be forfeited but instead will continue to vest and will be paid at the same time and in the same manner that such Award would have been paid to the Participant had he or she remained in employed through the end of the Performance Period; provided that payment will be delayed to the extent necessary to comply with Section 409A of the Code.⁵

(b)

Restricted Stock Units. If a Participant terminates employment with the Company and its Subsidiaries prior to the last day of an applicable vesting date due to Disability, then any Restricted Stock Units granted under the Award Agreement will not be forfeited but instead will continue to vest and will be paid at the same time and in the same manner that such Award would have been paid to the Participant had he or she remained in employed through such vesting date; provided that payment is conditioned upon satisfaction of all applicable performance goals and will be delayed to the extent necessary to comply with Section 409A of the Code.⁶

(c)

Non-Qualified Stock Options. If a Participant terminates employment with the Company and its Subsidiaries prior to the last day of the applicable vesting period due to Disability, then any Non-Qualified Stock Options granted under the Award Agreement will not be forfeited but instead will continue to vest and must be exercised no later than the third (3^rd) anniversary of the Participant’s Disability.

8.	Change of Control.

(a)

Restricted Stock Units. If in connection with a Change of Control: (i) a Participant’s Restricted Stock Units are not assumed or an economically equivalent right is not substituted by the surviving or successor entity immediately after such Change in Control, or (ii) a Participant is involuntarily

⁴ See Example at footnote 3.

⁵ Example: Assume a participant is granted 1,000 units and becomes disabled 12 months into the 36 month performance period. Also assume that the performance hurdles are met at 120% of target at the end of the 36 month performance period. Under these facts, the disabled participant would receive a payout of 1,200 shares following the end of the 36 month performance period.

⁶ Example: Assume a participant is granted 1,000 units and becomes disabled 24 months into the 36 month vesting period. Also assume that the performance hurdle is met for the first year. Under these facts, the disabled participant would receive a payout of 1,000 shares following the end of the 36 month vesting period

terminated without Cause or terminates for Good Reason in either case within 18 months (or 24 months for any Participant subject to a Change in Control Severance Agreement) following such Change of Control and prior to the end of the applicable restriction period, then such Restricted Stock Units shall become immediately vested and shall be paid within 30 days following the effective date of such Change of Control or termination of employment (as applicable). Notwithstanding the foregoing, if payment is made pursuant to clause (i) above and the Change of Control event does not constitute a “change in control” within the meaning of Section 409A of the Code, then payment will be delayed until the applicable vesting date or, if earlier, the Participant’s termination of employment following the Change of Control event.

(b)

Performance Stock Units. If in connection with a Change of Control: (a) a Participant’s Performance Stock Units are not assumed or an economically equivalent right is not substituted by the surviving or successor entity, or (b) a Participant is involuntarily terminated without Cause or terminates for Good Reason in either case within 18 months (or 24 months for any Participant subject to a Change in Control Severance Agreement) of such Change of Control and prior to the end of the applicable Performance Period, then the number of Performance Stock Units earned with respect to the Performance Period shall be determined based on the Company’s actual performance through the effective date of such Change of Control or termination of employment (as applicable), or the most recent practicable measurement date if performance data is not available through such date. The Participant shall then receive, within 30 days following such Change in Control or termination of employment (as applicable), a number of shares of Stock of the Company or stock of the surviving or successor entity (in certificate or book entry form and rounded to the nearest whole share) equal to the number of Performance Stock Units determined to have been earned; provided, however, payment shall be made in cash if the Stock of the Company or the stock of the surviving or successor entity with respect to which such Stock is converted is not traded on a national securities exchange or automated dealer quotation system.

(c)

Non-Qualified Stock Options. If in connection with a Change of Control: (i) a Participant’s Non-Qualified Stock Options are not assumed or an economically equivalent right is not substituted by the surviving or successor entity immediately after such Change in Control, or (ii) a Participant is involuntarily terminated without Cause or terminates for Good Reason in either case within 18 months (or 24 months for any Participant subject to a Change in Control Severance Agreement) following such Change of Control and prior to the end of the applicable vesting period, then such Non-Qualified Stock Options shall become immediately vested and exercisable. If the Participant is involuntarily terminated without Cause or terminates for Good Reason, he will have one (1) year following such termination to exercise the Non-Qualified Stock Options.

9.	Involuntary Termination for Cause. If a Participant’s employment with the Company and its Subsidiaries ends due to termination for Cause, then all outstanding Awards (irrespective of whether or not vested) shall be immediately forfeited and shall have no further force or effect.

10.

Exercise of Non-Qualified Stock Options. A Participant may exercise Non-Qualified Stock Options by delivering to the Company (or its authorized agent), during the period in which such Non-Qualified Stock Options are exercisable, (i) a notice, which may be electronic, of the Participant’s intent to purchase a specific number of shares of Stock pursuant to an Award Agreement (a “Notice of Exercise”), and (ii) full payment of the price per share of Stock (“Option Price”) for such specific number of shares of Stock. Payment may be made by any one or more of the following means:

(a) cash, personal check, or wire transfer;

(b) if approved and permitted by the Committee, shares of Stock, owned by the Participant, with a Fair Market Value on the date of exercise equal to the Option Price, which such shares of Stock must be fully paid, non-assessable, and free and clear from all liens and encumbrances;

(c) if approved and permitted by the Committee, through the sale of the shares of Stock acquired on exercise of Non-Qualified Stock Options through a broker to whom the Participant has submitted irrevocable instructions to deliver promptly to the Company an amount sufficient to pay for such shares of Stock, together with, if required by the Company, the minimum statutory amount of federal, state, local or foreign withholding taxes payable by reason of such exercise. A copy of such delivery instructions must also be delivered to the Company by you with the notice of exercise; or

(d) if approved and permitted by the Committee, with Restricted Stock Units owned by the Participant with a Fair Market Value on the date of exercise equal to the Option Price, in which case an equal number of shares of Stock delivered on exercise of the Non-Qualified Stock Options will carry the same restrictions as the Restricted Stock Units tendered to pay the exercise price.

If a Participant’s right to exercise an Option expires during a blackout trading period and Participant is prohibited from exercising the Option during such period due to trading restrictions, the Participant will have an additional thirty (30) days following the expiration of such blackout period to exercise the Option.

11.	Dividend Equivalents.

(a)

Performance Stock Units. A Participant who has been granted Dividend Equivalents with respect to his or her Performance Stock Units shall be entitled to receive Dividend Equivalents based upon the number of Performance Stock Units vested and earned by the Participant pursuant to the Award Agreement. Such Dividend Equivalents shall be paid in cash (or other property being distributed) at

the same time payment is made with respect to the Participant’s Performance Stock Units.

(b)

Restricted Stock Units. A Participant who has been granted Dividend Equivalents with respect to his or her Restricted Stock Units shall be entitled to receive Dividend Equivalents based upon the number of Restricted Stock Units subject to the Award. Dividend Equivalents shall be paid in cash (or other property being distributed) no later than March 15 of the year following the year with respect to which such Dividend Equivalents relate; provided that (i) the Participant must be employed on the record date to receive Dividend Equivalents with respect to such record date, and (ii) payment shall be conditioned upon the satisfaction of any performance hurdle set forth in the Award Agreement.

(c)

Non-Qualified Stock Options. No Dividend Equivalents will be paid with respect to Non-Qualified Stock Options.

12.

Beneficiary Designations. Each Participant may designate a death beneficiary with respect to any Award granted under the Plan on such forms or in such manner designated by the Committee. In the absence of such beneficiary designation, a married Participant’s surviving spouse and an unmarried Participant’s estate shall be deemed to be the Participant’s beneficiary for purposes of the Plan. With respect to any Award subject to Section 409A of the Code, payment will be made within 60 days following the Participant’s death.

13.	Miscellaneous.

(a)

Fractional Shares. The Company shall not be required to issue any fractional Shares. The Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional shares or whether fractional shares shall be eliminated by rounding up or down as appropriate.

(b)

Restrictions on Transfer. No Award may be assigned, transferred or otherwise disposed of except by will or the laws of descent and distribution. Upon any attempt to assign, transfer or otherwise dispose of an Award, or any right or privilege conferred thereby, or upon any attempted sale under any execution, attachment or similar process, any rights and privileges conferred under the applicable Award Agreement shall be immediately null and void.

(c)

Taxes. Each Participant will be solely responsible for any federal, state or other taxes imposed in connection with the granting of an Award or the delivery of shares of Stock pursuant thereto, and the Participant authorizes the Company or any Subsidiary to make any withholding for taxes which the Company or any Subsidiary deems necessary or proper in connection therewith. Upon recognition of income by a Participant with respect to an Award, the Company shall withhold taxes pursuant to the terms of the Plan.

(d)

Changes in Circumstances. Each Participant assumes all risks incident to any change in the applicable laws or regulations or incident to any change in the value of an Award, or the shares of Stock issued pursuant thereto, after the date of grant.

(e)

Conflict Between Plan and an Award Agreement. In the event of a conflict between an Award Agreement and the Plan, the provisions of the Plan shall govern. In the event of any inconsistencies between the definitions and other terms and conditions under a Participant’s employment agreement, if any, and an Award Agreement or the Plan, the Participant’s employment agreement shall control.

(f)

Committee Authority. The Committee will have the power and discretion to interpret an Award Agreement and to adopt such rules for the administration, interpretation and application of an Award Agreement (including rules not described herein) as are consistent with the Plan and an Award Agreement. All actions taken and all interpretations and determinations made by the Committee in good faith will be final and binding upon a Participant, the Company and all other interested persons. No member of the Committee will be personally liable for any action, determination or interpretation made in good faith with respect to an Award Agreement.

(g)

Notices. All notices, claims, certificates, requests, demands and other communications relating to an Award shall be in writing and shall be deemed to have been duly given and delivered if personally delivered or if sent by nationally-recognized overnight courier, by telecopy, or by registered or certified mail, return receipt requested and postage prepaid, addressed as follows:

If to the Company: Compass Minerals International, Inc., 9900 West 109th Street, Suite 100, Overland Park KS 66210, Attn: Senior Vice President Corporate Services

If to a Participant: At the Participant’s address on file with the Company.

Any such notice or communications shall be deemed to have been received (a) in the case of personal delivery, on the date of such delivery (or if such date is not a business day, on the next business day after the date of delivery), (b) in the case of nationally-recognized overnight courier, on the next business day after the date sent, (c) the case of telecopy transmission, when received (or if not sent on a business day, on the next business day after the date sent), and (d) in the case of mailing, on the third business day following that on which the piece of mail containing such communication is posted.

(h)

No Guarantee of Employment. Nothing in an Award Agreement shall confer upon any Participant any right to continue in the employ of the Company or any Subsidiary or interfere in any way with the right of the Company or Subsidiary, as

the case may be, to sever the Participant’s employment or to increase or decrease the Participant’s compensation at any time.

(i)

Governing Law. Each Award and Award Agreement shall be governed under the laws of the State of Delaware without regard to the principles of conflicts of laws. The United States District Court for the District of Kansas (Kansas City, Kansas) shall be the exclusive jurisdiction for resolving any dispute relating to an Award under the Plan. As a condition of receiving an Award, each Participant irrevocably waives, to the fullest extent permitted by law, any objections that such Participant may have to the aforesaid venue, including without limitation any claim that any such proceeding brought in such court has been brought in an inconvenient forum.

(j)

Severability. Each Award Agreement shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of an Award Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of the Award Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of the Award Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

(k)

Participant’s Undertaking. As a condition of receiving an Award, each Participant agrees to take whatever additional actions and execute whatever additional documents the Company may in its reasonable judgment deem necessary or advisable in order to carry out or effectuate one or more of the obligations or restrictions imposed on the Participant pursuant to the express provisions of an Award Agreement or the Plan.

(l)

Unfunded Obligation. Each Award Agreement is designed and shall be administered at all times as an unfunded arrangement and each Participant shall be treated as an unsecured general creditor and shall have no beneficial ownership of any assets of the Company.

(m)

Enforcement. In the event the Company or a Participant institutes litigation to enforce or protect its rights under an Award Agreement or the Plan, the party prevailing in any such litigation shall be paid by the non-prevailing party, in addition to all other relief, all reasonable attorneys’ fees, out-of-pocket costs and disbursements of such party relating to such litigation.

(n)

Waiver of Breach. The waiver by either party of a breach of any provision of an Award Agreement must be in writing and shall not operate or be construed as a waiver of any other or subsequent breach.

(o)

Waiver of Jury Trial. As a condition of receiving an Award, each Participant irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, trial by jury in any suit, action or proceeding arising hereunder

(p)

Restrictive Covenant. Notwithstanding any provision in an Award Agreement to the contrary, each Award granted under the Plan to an Employee is expressly conditioned upon such Employee’s execution of a Restricted Covenant Agreement in the form designated by and acceptable to the Company in its sole discretion. If an Employee fails or refuses to execute such Restricted Covenant Agreement, then each Award Agreement shall be null and void ab initio.

(q)

Compliance with Section 409A. To the extent applicable and notwithstanding any provision of an Award Agreement to the contrary, an Award Agreement shall be interpreted and administered in accordance with Section 409A of the Internal Revenue Code and regulations and other guidance issued thereunder. For purposes of determining whether any payment made pursuant to the Plan results in a "deferral of compensation" within the meaning of Treasury Regulation §1.409A-1(b), the Company shall maximize the exemptions described in such section, as applicable. Any reference to a “termination of employment” or “termination of service” or similar term or phrase shall be interpreted as a “separation from service” within the meaning of Section 409A and the regulations issued thereunder. If any deferred compensation payment is payable upon separation from service and is required to be delayed pursuant to Section 409A(a)(2)(B) because a Participant is a “specified employee”, then payment of such amount shall be delayed for a period of six months and paid in a lump sum on the first payroll payment date following expiration of such six month period. If the time for payment of any amount subject to Section 409A spans the beginning of a taxable year, then payment shall be made in the second taxable year.

(r)

Compliance with Other Company Policies and Laws. Each Participant accepts any Award or Awards subject to compliance with the Company’s additional corporate policies, procedures and guidelines, including without limitation the Company’s Stock Ownership Guidelines, and the Policy Statement on Securities Law Compliance, as well as applicable securities laws.

Exhibit 10.8

Compass Minerals

9900 W. 109^th Street, Suite 100

Overland Park, KS 66210

www.compassminerals.com

913-344-9200

November 11, 2014

Mr. Matthew Foulston

## #### ### ######

########, ######## #####

Dear Matthew,

I am pleased to confirm that Compass Minerals (CMP) wishes to invite you to join our leadership team, by making you this offer of employment. If you accept this offer, your title will be Chief Financial Officer. You will begin work on December 2, 2014. This position will report to me. The position will be located at our corporate office in Overland Park, Kansas.

Chief Financial Officer is a full-time exempt position. Your annual starting salary will be $450,000.00. In addition to your base salary, you will eligible to participate in the CMP Management Annual Incentive Plan (MAIP) for 2015 with a targeted bonus equal 65% of your base salary. You will also be eligible to participate in the CMP Long Term Incentive Plan (LTIP) starting in 2015 (granted in March of each year) subject to board approval. For your position the target is 130% of your base salary.

As a sign-on incentive, you will receive a one-time grant of restricted stock units (RSUs) worth $300,000.00. These RSUs will be subject to the standard performance hurdle and one year cliff vesting term. You will also receive a one-time cash payment of $300,000.00. This payment will be delivered on the first full payroll check, subject to normal withholding, issued to you after joining CMP. If your employment with CMP should terminate before December 1, 2015, then you shall repay CMP a percentage of the cash payment equal to the pro-rated time worked from December 1, 2014, until your termination date.

To facilitate your relocation to the Kansas City area, you are eligible for our Executive Relocation benefit. Please note that this does not include any buy-out option of your current home or home equity loss guarantee. A copy of the relocation plan will be provided to you. In addition, you will be provided with a one-time payment of $20,000, subject to normal withholding, to help with travel needs above and beyond the normal Executive relocation benefit.

Effective on your hire, you will be eligible for four weeks (20 days) of paid vacation annually.

You will also be offered a Change in Control Agreement and required to sign a Restrictive Covenant Agreement in the forms enclosed, along with other standard employment documents applicable to other CMP employees.

Exhibit 10.8

Compass Minerals

9900 W. 109^th Street, Suite 100

Overland Park, KS 66210

www.compassminerals.com

913-344-9200

As we discussed, CMP does not offer formal severance agreements. With that in mind, should your employment with CMP be involuntarily terminated for any reason, other than for cause, your applicable severance benefits would be dictated by the CMP Severance Guidelines. The benefit applicable to your level includes COBRA medical coverage, pro-rata current year MAIP paid at target, outplacement support and a minimum severance payment of 39 weeks base salary.

Enclosed you will also find a benefit packet to familiarize you with benefits that are available to you and your family once you join CMP. In addition you shall be entitled to an annual executive physical which you can schedule through CMP. You shall also be eligible to participate in the Executive Disability Plan.

This offer of employment is conditional upon the verification of a satisfactory background investigation, verification of your authorization to work in the U.S., satisfactorily passing a drug screen, and the execution of the Restrictive Covenant Agreement.

The Immigration and Control Act of 1986 requires employers to verify that every new hire is either a U.S. citizen or eligible to be employed in this country. We are required to examine and will copy any one of the following: US passport, certification of U.S. citizenship or naturalization, a valid foreign passport authorizing U.S. employment, a resident alien card containing employment, a resident alien card containing employment authorization, or other document designated by the Immigration and Naturalization Service.

Alternatively, verification can be accomplished by providing two forms of documentation one which established identity and one, which establishes employment eligibility. Examples of documents, which show employment eligibility: Social Security card or birth certificate; and examples, which are proof of identity: driver’s license or other state issued card, which contain photograph or other identifying information. The above documentation must be presented prior to commencing employment. Please bring the appropriate items on your start date.

Please sign the duplicate copy of this letter, acknowledging your acceptance and anticipated employment date, and complete the enclosed Application for Employment, and return to me by November 14, 2014.

I look forward to you joining Compass Minerals.

Sincerely,

/s/ Fran Malecha

Fran Malecha
President and CEO

Exhibit 10.8

Compass Minerals

9900 W. 109^th Street, Suite 100

Overland Park, KS 66210

www.compassminerals.com

913-344-9200

By signing this letter below, you understand and agree that your employment with the company is at-will. That is, your employment is not for any specified duration and you or the Company may terminate it, at any time, with or without cause and without notice.

/s/ MJ Foulston	11/17/14		Employment date: December 2, 2014
Matthew Foulston	Date

Exhibit 31.1

I, Francis J. Malecha, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Compass Minerals International, Inc.;

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

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

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

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

(b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 28, 2015		/s/ FRANCIS J. MALECHA
		Francis J. Malecha
		President and Chief Executive Officer

Exhibit 31.2

I, Matthew J. Foulston, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Compass Minerals International, Inc.;

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

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

(a)

(b)

(c)

(d)

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 28, 2015		/s/ MATTHEW J. FOULSTON
		Matthew J. Foulston
		Chief Financial Officer

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. §1350

Each of the undersigned hereby certify that this quarterly report on Form 10-Q for the three-month period ended March 31, 2015, as filed with the Securities and Exchange Commission on the date hereof, to the best of my knowledge, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of Compass Minerals International, Inc.

		COMPASS MINERALS INTERNATIONAL, INC.

April 28, 2015		/s/ FRANCIS J. MALECHA
		Francis J. Malecha
		President and Chief Executive Officer

		/s/ MATTHEW J. FOULSTON
		Matthew J. Foulston
		Chief Financial Officer

Exhibit 95

Dodd-Frank Act Disclosure of Mine Safety and Health Administration Safety Data

Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) requires mining companies to disclose in their periodic reports information about their mines subject to regulation by the Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). The operation of our mine in Cote Blanche, Louisiana is inspected by MSHA on an ongoing basis and MSHA issues citations and/or orders when it believes a violation under the Mine Act has occurred. The following table provides the information required under §1503 of the Act for the three months ended March 31, 2015:

For the Three Months Ended March 31, 2015

Mine or Operating Name (MSHA Identification Number)

Section

104 S&S Citations

Section

104(b)

Orders

Section 104(d)

Citations and

Orders

Section

110(b)(2)

Violations

Section

107(a)

Orders

Total Dollar Value of MSHA

Assessments

Proposed

Total Number of Mining

Fatalities

Received Notice of Pattern of Violations Under Section

104(e)

Received Notice of Potential to Have Pattern Under Section

104(e)

Legal Actions Pending as of Last Day of

Period

Legal Actions Initiated During

Period

Legal Actions Resolved During

Period

Cote Blanche, LA (16-00358)

$960

Compass Minerals (NYSE:CMP)
Historical Stock Chart
From Mar 2024 to Apr 2024

Click Here for more Compass Minerals Charts.

Compass Minerals (NYSE:CMP)
Historical Stock Chart
From Apr 2023 to Apr 2024

Boards:

Quotes:

Boards

News

Market Data

Markets

Discover

CMP Compass Minerals International Inc

Latest CMP Messages

Loading Messages....

Compass Minerals International Inc News

Loading Messages....

Your Recent History