10-Q

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2011

or

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

For the transition period from   to  

Commission File Number 001-31921

Compass Minerals International, Inc.

(Exact name of registrant as specified in its charter)

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

9900 West 109th Street

Suite 100

Overland Park, KS 66210

(913) 344-9200

(Address of principal executive offices and telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes: x     No:  o

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: x     No:  o

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

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

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

The number of shares outstanding of the registrant’s common stock, $0.01 par value per share, at April 25, 2011 was 32,874,371 shares.

COMPASS MINERALS INTERNATIONAL, INC.

TABLE OF CONTENTS

		Page
	PART I.  FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets as of March 31, 2011 (unaudited) and December 31, 2010	2
	Consolidated Statements of Operations for the three months ended March 31, 2011 and 2010 (unaudited)	3
	Consolidated Statement of Stockholders’ Equity for the three months ended March 31, 2011 (unaudited)	4
	Consolidated Statements of Cash Flows for the three months ended March 31, 2011 and 2010 (unaudited)	5
	Notes to Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	20
Item 4.	Controls and Procedures	20
	PART II.  OTHER INFORMATION
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	(Removed and Reserved)	21
Item 5.	Other Information	21
Item 6.	Exhibits	22
SIGNATURES		23

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

COMPASS MINERALS INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

(in millions, except share data)

	(Unaudited) March 31, 2011		December 31, 2010
ASSETS
Current assets:
Cash and cash equivalents	$	177.6	$	91.1
Receivables, less allowance for doubtful accounts of $2.4 in 2011 and $2.8 in 2010		138.4		197.2
Inventories		128.4		205.0
Deferred income taxes, net		11.0		13.8
Other		8.2		14.3
Total current assets		463.6		521.4
Property, plant and equipment, net		555.7		533.8
Intangible assets, net		56.3		18.4
Other		57.0		40.7
Total assets	$	1,132.6	$	1,114.3

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Current portion of long-term debt	$	4.2		$	4.2
Accounts payable		52.6			92.5
Accrued expenses		43.4			54.3
Accrued salaries and wages		17.1			16.3
Income taxes payable		9.0			14.4
Accrued interest		2.9			0.9
Total current liabilities		129.2			182.6
Long-term debt, net of current portion		481.5			482.5
Deferred income taxes, net		73.1			59.8
Other noncurrent liabilities		42.7			41.6
Commitments and contingencies (Note 9)
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		26.4			22.7
Treasury stock, at cost — 2,492,893 shares at March 31, 2011 and 2,558,009 shares at December 31, 2010		(4.7	)		(4.9	)
Retained earnings		325.0			283.6
Accumulated other comprehensive income		59.0			46.0
Total stockholders' equity		406.1			347.8
Total liabilities and stockholders' equity	$	1,132.6		$	1,114.3

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

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COMPASS MINERALS INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Three Months Ended March 31,
	2011		2010
Sales	$	390.6	$	357.6
Shipping and handling cost		114.7		98.7
Product cost		168.3		144.3
Gross profit		107.6		114.6
Selling, general and administrative expenses		23.0		21.9
Operating earnings		84.6		92.7
Other expense:
Interest expense		5.7		5.9
Other, net		0.6		3.7
Earnings before income taxes		78.3		83.1
Income tax expense		21.8		24.2
Net earnings	$	56.5	$	58.9
Basic net earnings per common share	$	1.69	$	1.77
Diluted net earnings per common share	$	1.69	$	1.77
Weighted-average common shares outstanding (in thousands):
Basic		32,835		32,668
Diluted		32,866		32,678
Cash dividends per share	$	0.45	$	0.39

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

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COMPASS MINERALS INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

For the three months ended March 31, 2011

(Unaudited, in millions)

	Common Stock		Additional Paid-In Capital			Treasury Stock			Retained Earnings			Accumulated Other Comprehensive Income			Total
Balance, December 31, 2010	$	0.4	$	22.7		$	(4.9	)	$	283.6		$	46.0		$	347.8
Dividends on common stock										(15.1	)					(15.1	)
Shares issued for restricted stock units				(0.1	)		0.1									-
Stock options exercised				1.0			0.1									1.1
Income tax benefits from equity awards				1.1												1.1
Stock-based compensation				1.7												1.7
Comprehensive income:
Net earnings										56.5						56.5
Change in unrealized pension costs, net of tax of $0.1													(0.4	)		(0.4	)
Unrealized gain on cash flow hedges, net of tax of $(0.9)													1.5			1.5
Foreign currency translation adjustments													11.9			11.9
Total comprehensive income																69.5
Balance, March 31, 2011	$	0.4	$	26.4		$	(4.7	)	$	325.0		$	59.0		$	406.1

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

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COMPASS MINERALS INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in millions)

	Three Months Ended March 31,
	2011			2010
Cash flows from operating activities:
Net earnings	$	56.5		$	58.9
Adjustments to reconcile net earnings to net cash flows provided by operating activities:
Depreciation, depletion and amortization		16.4			12.1
Finance fee amortization		0.4			0.3
Stock-based compensation		1.7			1.4
Deferred income taxes		3.3			(0.7	)
Other, net		0.3			0.7
Changes in operating assets and liabilities, net of acquisition:
Receivables		64.6			43.4
Inventories		79.0			62.9
Other assets		5.5			(2.2	)
Accounts payable and accrued expenses		(56.8	)		(33.8	)
Other liabilities		(0.1	)		(5.7	)
Net cash provided by operating activities		170.8			137.3
Cash flows from investing activities:
Capital expenditures		(16.7	)		(23.9	)
Acquistion of a business, net		(56.8	)		-
Other, net		1.1			(0.3	)
Net cash used in investing activities		(72.4	)		(24.2	)
Cash flows from financing activities:
Principal payments on long-term debt		(1.1	)		(1.0	)
Dividends paid		(15.1	)		(12.9	)
Proceeds received from stock option exercises		1.1			0.9
Excess tax benefits from equity compensation awards		1.1			1.4
Net cash used in financing activities		(14.0	)		(11.6	)
Effect of exchange rate changes on cash and cash equivalents		2.1			3.5
Net change in cash and cash equivalents		86.5			105.0
Cash and cash equivalents, beginning of the year		91.1			13.5
Cash and cash equivalents, end of period	$	177.6		$	118.5
Supplemental cash flow information:
Interest paid, net of amounts capitalized	$	3.4		$	2.8
Income taxes paid, net of refunds	$	18.8		$	33.2

In connection with the acquisition of Big Quill Resources, Inc., the Company assumed liabilities as follows (in millions):

Fair value of assets acquired, net of cash acquired(a)	$	60.0
Cash paid during the three months ended March 31, 2011		(56.8	)
Accrued purchase price to be paid		(1.3	)
Liabilities assumed	$	1.9
(a) The Company acquired cash of $2.4 million.

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

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COMPASS MINERALS INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.  Accounting Policies and Basis of Presentation:

Compass Minerals International, Inc. (“CMP”, “Compass Minerals”, or the “Company”), through its subsidiaries, is a producer and marketer of inorganic mineral products with manufacturing sites in North America and the United Kingdom. Its principal products are salt, consisting of sodium chloride and magnesium chloride, and sulfate of potash (“SOP”), a specialty fertilizer.  The Company provides highway deicing products to customers in North America and the United Kingdom, and specialty fertilizer to growers 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.

Compass Minerals International, Inc. is a holding company with no operations other than those of its wholly owned subsidiaries.  The consolidated financial statements include the accounts of Compass Minerals International, Inc. 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 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, 2010 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 stockpiles 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 during the first quarter 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 January 2010, the FASB issued guidance related to disclosures about fair value measurements.  This guidance requires additional disclosures and clarification of existing disclosures for recurring and nonrecurring fair value measurements.  The guidance is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements within Level 3 measurements. The Company has adopted the guidance and included the required disclosures in Note 13 of its Consolidated Financial Statements.  The adoption of this guidance did not have an impact on the Company’s financial position or results of operations.

2.  Acquisition:

In January 2011, the Company acquired the stock of Big Quill Resources, Inc. (“Big Quill”), Canada’s leading producer of SOP, in an all-cash transaction for approximately $58 million, subject to customary post-closing adjustments.  The Company expects to make an additional payment of approximately $1.3 million in the second quarter of 2011 for customary closing adjustments.  Big Quill produces high-purity SOP through a facility located on Big Quill Lake in Saskatchewan, Canada.  The acquisition is expected to broaden and strengthen the Company’s specialty fertilizer segment by adding unique production capabilities, high-value applications and an additional 40,000 tons to its SOP production capacity.

The acquisition has been accounted for as a business combination in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 and the results of operations have been included from the date of acquisition.  The Company engaged an independent third-party expert to assist in the allocation of the purchase price. The preliminary purchase price, subject to customary closing adjustments discussed above, was allocated to the assets acquired and liabilities assumed based on the estimated fair values as follows (in millions):

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	Estimated
	Fair
	Value
Cash	$	2.4
Receivables		2.7
Inventories		1.4
Other current assets		1.1
Property, plant and equipment		14.0
Intangible assets		37.3
Goodwill		14.6
Liabilities assumed		(1.9	)
Deferred income taxes		(11.1	)
Total preliminary purchase price	$	60.5

The purchase price in excess of the fair value of tangible assets acquired has been allocated to identifiable intangible assets and goodwill, which are not deductible for tax purposes.  In connection with the acquisition, the Company acquired identifiable intangible assets, which consisted principally of a supply agreement which entitles the Company to the rights to purchase KCl through a long-term supply agreement.  The supply agreement was valued using an income approach method and was assigned an amortization period of 50 years based upon its contractual life.

3.  Inventories:

Inventories consist of the following (in millions):

	March 31,		December 31,
	2011		2010
Finished goods	$	80.7	$	149.4
Raw materials and supplies		47.7		55.6
Total inventories	$	128.4	$	205.0

4.  Property, Plant and Equipment, Net:

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

	March 31,			December 31,
	2011			2010
Land, buildings and structures and leasehold improvements	$	262.3		$	254.2
Machinery and equipment		567.3			544.4
Office furniture and equipment		23.2			23.0
Mineral interests		179.2			176.9
Construction in progress		48.4			38.3
		1,080.4			1,036.8
Less accumulated depreciation and depletion		(524.7	)		(503.0	)
Property, plant and equipment, net	$	555.7		$	533.8

5.  Intangible Assets, Net:

Other intangible assets consist primarily of a KCl supply agreement, a trade name, purchased rights to produce SOP and customer relationships.  The trade name has an indefinite life.  The KCl supply agreement, purchased rights to produce SOP and customer relationships are being amortized over 50 years, 25 years and 7 years, respectively. Amortization expense was $0.5 million and $0.3 million during the three months ended March 31, 2011 and 2010, respectively.

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6.  Income Taxes:

Income tax expense for the three months ended March 31, 2011 was $21.8 million, a decrease of $2.4 million compared to $24.2 million for the first quarter of 2010.  The Company’s income tax provision 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, interest on uncertain tax positions, and interest expense recognition differences for book and tax purposes.

At March 31, 2011 and December 31, 2010, the Company had approximately $11.4 million and $11.1 million, respectively, of gross federal net operating losses (“NOLs”) that expire in various years through 2028. The Company records valuation allowances for portions of its deferred tax assets relating to NOLs that it does not believe are more likely than not to be realized.  As of March 31, 2011 and December 31, 2010, the Company’s valuation allowance was $2.4 million and $2.3 million, respectively. 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.

7.  Long-term Debt:

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

	March 31,			December 31,
	2011			2010
Term Loan due December 2012	$	99.3		$	99.6
Incremental Term Loan due December 2012		55.8			55.9
Extended Term Loan due January 2016		232.9			233.5
Revolving Credit Facility due October 2015		-			-
8% Senior Notes due June 2019		97.7			97.7
		485.7			486.7
Less current portion		(4.2	)		(4.2	)
Long-term debt	$	481.5		$	482.5

8.  Pension Plans:

The components of net periodic benefit cost for the three-months ended March 31, 2011 and 2010 are as follows (in millions):

	Three Months Ended
	March 31,
	2011			2010
Service cost for benefits earned during the year	$	-		$	-
Interest cost on projected benefit obligation		1.0			1.0
Expected return on plan assets		(0.9	)		(0.9	)
Net amortization		0.5			0.5
Net pension expense	$	0.6		$	0.6

During the first quarter of 2011, the Company made $0.7 million of contributions to its pension plan.

9.  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 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 conveyed by treaty and therefore belongs to the Chippewas. The land claimed includes land under which the Company’s Goderich mine operates and has mining rights granted to it by the government of Ontario. The Company is not a party to this court action. 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.”

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The Company does not believe that this action will result in 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.

10.  Operating Segments:

The results of operations and financial position for Big Quill have been included in the Company’s specialty fertilizer segment from the date of the acquisition.  Segment information is as follows (in millions):

	Three Months Ended March 31, 2011
	Salt		Specialty Fertilizer		Corporate and Other (a)			Total
Sales to external customers	$	332.4	$	55.4	$	2.8		$	390.6
Intersegment sales		0.2		0.1		(0.3	)		-
Shipping and handling cost		106.9		7.8		-			114.7
Operating earnings (loss)		77.2		19.3		(11.9	)		84.6
Depreciation, depletion and amortization		10.3		4.9		1.2			16.4
Total assets		738.1		334.6		59.9			1,132.6

	Three Months Ended March 31, 2010
	Salt		Specialty Fertilizer		Corporate and Other (a)			Total
Sales to external customers	$	302.5	$	52.5	$	2.6		$	357.6
Intersegment sales		0.2		0.1		(0.3	)		-
Shipping and handling cost		91.6		7.1		-			98.7
Operating earnings (loss)		85.6		17.0		(9.9	)		92.7
Depreciation, depletion and amortization		8.5		2.5		1.1			12.1
Total assets		720.4		235.7		70.7			1,026.8

 (a) “Corporate and Other” includes corporate entities, the records management business and eliminations.  Corporate assets include deferred tax assets, deferred financing fees, investments related to the non-qualified retirement plan, and other assets not allocated to the operating segments.

11.  Stockholders’ Equity and Equity Instruments:

On March 10, 2011, the Company granted 70,837 stock options, 33,307 restricted stock units (“RSUs”) and 19,139 performance stock units(“PSUs”) to certain employees under its 2005 Incentive Award Plan.  The Company’s closing stock price on the grant date of $86.47 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 are divided into three approximately equal tranches.  Each tranche must satisfy an annual performance criterion based upon total shareholder return for the PSUs to be earned.  Each tranche for the 2011 grant is calculated based upon a one-year performance period beginning in 2011 and ending in 2013, with each annual tranche earning between 0% and 150% based upon the Company’s total shareholder return, compared to the total shareholder return for the companies comprising the Russell 3000 Index.  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 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 2011 is included in the table below. The weighted-average grant date fair value of these options was $29.02.

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	Range
Fair value of options granted	$28.17 - $29.35
Exercise price	$86.47
Expected term (years)	3 - 6
Expected volatility	42.7% - 51.9%
Dividend yield	2.4%
Risk-free rate of return	1.4% - 2.3%

To estimate the fair value of the 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 PSUs granted in 2011 is $93.82 per unit.

During the three months ended March 31, 2011, the Company reissued 34,139 shares of treasury stock related to the exercise of stock options, 30,777 shares related to the release of RSUs which vested and 200 shares related to a stock payment.  The Company recorded additional tax benefits of $1.1 million from its equity compensation awards as additional paid-in capital during the first quarter of 2011. During the three months ended March 31, 2011 and 2010, the Company recorded $1.7 million and $1.4 million of compensation expense, respectively, 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, 2011.

	Stock Options					RSUs					PSUs
				Weighted-average					Weighted-average				Weighted-average
	Number			exercise price		Number			fair value		Number		fair value
Outstanding at December 31, 2010		621,374		$	47.19		109,751		$	64.03		6,366	$	86.51
Granted		70,837			86.47		33,307			86.47		19,139		93.82
Exercised (a)		(34,139	)		30.56		-			-		-		-
Released from restriction (a)		-			-		(30,777	)		55.12		-		-
Cancelled/Expired		(1,601	)		67.80		(519	)		68.81		-		-
Outstanding at March 31, 2011		656,471		$	52.24		111,762		$	73.15		25,505	$	92.00

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

Other Comprehensive Income

The Company’s comprehensive income is comprised of net earnings, amortization of the unrealized net pension costs, the change in the unrealized gain (loss) on natural gas and interest rate swap cash flow hedges and foreign currency translation adjustments.  The components of and changes in accumulated other comprehensive income as of and for the three months ended March 31, 2011 are as follows (in millions):

	Balance						Balance
	December 31,			2011			March 31,
	2010			Change			2011
Unrealized gain (loss) on net pension costs	$	(14.1	)	$	(0.4	)	$	(14.5	)
Unrealized gain (loss) on cash flow hedges		(4.7	)		1.5			(3.2	)
Cumulative foreign currency translation adjustment		64.8			11.9			76.7
Accumulated other comprehensive income	$	46.0		$	13.0		$	59.0

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) are reflected net of applicable income taxes.

12.  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

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trading activities or take speculative positions with any financial instrument arrangements. The Company has entered into natural gas derivative instruments and interest rate swap agreements with counterparties it views as creditworthy.  However, management does attempt to mitigate its counterparty credit risk exposures by entering into master netting agreements with these counterparties.

Cash Flow Hedges

As of March 31, 2011, 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 statement 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, 2011 and December 31, 2010 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 on the income statement. 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 initially and on an ongoing basis. Any ineffectiveness related to these hedges was not material for any of the periods presented.

Natural gas is used 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, 2011, the Company had entered into natural gas derivative instruments to hedge a portion of its natural gas purchase requirements through June 2013.  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 hedge portions of its natural gas usage up to 36 months in advance of the forecasted purchase. As of March 31, 2011 and December 31, 2010, the Company had agreements in place to hedge forecasted natural gas purchases of 3.5 and 4.1 million MMBtus, respectively.

The Company had a $50 million interest rate swap agreement in place as of December 31, 2010 to hedge the variability of future interest payments.  This interest rate swap agreement expired on March 31, 2011.

As of March 31, 2011, the Company expects to reclassify from accumulated other comprehensive income to earnings during the next twelve months approximately $4.0 million of net losses on derivative instruments related to its natural gas hedges.

The following table presents the fair value of the Company’s hedged items as of March 31, 2011 and December 31, 2010 (in millions):

	Asset Derivatives			Liability Derivatives
Derivatives designated as hedging instruments(a):	Balance Sheet Location	March 31, 2011		Balance Sheet Location	March 31, 2011
Commodity contracts(b)	Other current assets	$	1.0	Accrued expenses	$	5.0
Commodity contracts	Other assets		-	Other noncurrent liabilities		1.4
Total derivatives designated as hedging instruments		$	1.0		$	6.4

(a) As of March 31, 2011, the Company has commodity hedge agreements with two counterparties.  All of the amounts recorded as liabilities for the Company’s commodity contracts are almost entirely payable to one counterparty.  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 approximately $0.7 million of its commodity contracts that are in a receivable position against its contracts in payable positions.

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	Asset Derivatives			Liability Derivatives
Derivatives designated as hedging instruments(a):	Balance Sheet Location	December 31, 2010		Balance Sheet Location	December 31, 2010
Interest rate contracts	Other current assets	$	-	Accrued expenses	$	0.6
Commodity contracts(b)	Other current assets		1.2	Accrued expenses		6.2
Commodity contracts	Other assets		-	Other noncurrent liabilities		2.2
Total derivatives designated as hedging instruments		$	1.2		$	9.0

(a) As of December 31, 2010, the Company has an interest rate swap agreement with one counterparty.  In addition, the Company has commodity hedge agreements with two counterparties.  All of the amounts recorded as liabilities for the Company’s commodity contracts are almost entirely payable to one counterparty.  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 approximately $0.9 million of its commodity contracts that are in a receivable position against its contracts in payable positions.

The following table presents activity related to the Company’s other comprehensive income (“OCI”) for the three months ended March 31, 2011 and 2010 (in millions):

		Three Months Ended March 31, 2011
Derivatives in Cash Flow Hedging Relationships	Location of Gain (Loss) Reclassified from Accumulated OCI Into Income (Effective Portion)	Amount of (Gain) Loss Recognized in OCI on Derivative (Effective Portion)		Amount of Gain (Loss) Reclassified from Accumulated OCI Into Income (Effective Portion)
Interest rate contracts	Interest expense	$	-	$	(0.6	)
Commodity contracts	Cost of sales		0.1		(1.9	)
Total		$	0.1	$	(2.5	)

		Three Months Ended March 31, 2010
Derivatives in Cash Flow Hedging Relationships	Location of Gain (Loss) Reclassified from Accumulated OCI Into Income (Effective Portion)	Amount of (Gain) Loss Recognized in OCI on Derivative (Effective Portion)		Amount of Gain (Loss) Reclassified from Accumulated OCI Into Income (Effective Portion)
Interest rate contracts	Interest expense	$	0.4	$	(1.7	)
Commodity contracts	Cost of sales		5.0		(0.5	)
Total		$	5.4	$	(2.2	)

Risks not Hedged

In addition to the United States, the Company conducts its business in Canada and the United Kingdom. The Company’s operations may, therefore, be subject to volatility because of currency fluctuations, inflation changes and changes in political and economic conditions in these countries. Sales and expenses are frequently denominated in local currencies and the results of operations may be affected adversely as currency fluctuations affect the Company’s product prices and operating costs. The Company’s historical results do not reflect any material foreign currency exchange hedging activity. However, the Company may engage in hedging activities in the future to reduce the exposure of its net cash flows to fluctuations in foreign currency exchange rates.

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The Company is subject to increases and decreases in the cost of transporting its products, due in part, to variations in contracted carriers’ cost of fuel, which is typically diesel fuel. The Company’s historical results do not include hedging activity related to fuel costs. However, the Company may engage in hedging activities in the future, including forward contracts, to reduce its exposure to changes in transportation costs due to changes in the cost of fuel.

13.  Fair Value Measurements:

As required, 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).

The Company holds marketable securities associated with its non-qualified savings plan, which are valued based on readily available quoted market prices.  The Company has utilized derivative instruments to manage its risk of changes in natural gas prices and interest rates.  The fair value of the interest rate derivative instruments are determined using interest rate yield curves.  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, 2011			Level One			Level Two			Level Three
Asset Class:
Mutual fund investments in a non-qualified savings plan(a)	$	6.4		$	6.4		$	-		$	-
Derivatives - natural gas instruments		0.3			-			0.3			-
Total Assets	$	6.7		$	6.4		$	0.3		$	-
Liability Class:
Liabilities related to non-qualified savings plan	$	(6.4	)	$	(6.4	)	$	-		$	-
Derivatives – natural gas instruments		(5.6	)		-			(5.6	)		-
Total Liabilities	$	(12.0	)	$	(6.4	)	$	(5.6	)	$	-

(a) Includes mutual fund investments of approximately 25% in the common stock of large-cap U.S. companies, approximately 10% in the common stock of small-cap U.S. companies, approximately 5% in the common stock of international companies, approximately 15% in debt securities of U.S. companies, approximately 20% in short-term investments and approximately 25% in blended funds.

	December 31, 2010			Level One			Level Two			Level Three
Asset Class:
Mutual fund investments in a non-qualified savings plan(a)	$	6.2		$	6.2		$	-		$	-
Derivatives - natural gas instruments		0.3			-			0.3			-
Total Assets	$	6.5		$	6.2		$	0.3		$	-
Liability Class:
Liabilities related to non-qualified savings plan	$	(6.2	)	$	(6.2	)	$	-		$	-
Derivatives – natural gas instruments		(7.3	)		-			(7.3	)		-
Derivatives – interest rate swaps		(0.6	)		-			(0.6	)		-
Total Liabilities	$	(14.1	)	$	(6.2	)	$	(7.9	)	$	-

(a) Includes mutual fund investments of approximately 25% in the common stock of large-cap U.S. companies, approximately 15% in the common stock of small-cap U.S. companies, approximately 5% in the common stock of international companies, approximately 15% in debt securities of U.S. companies, approximately 20% in short-term investments and approximately 20% in blended funds.

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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 $6.4 million and $6.2 million as of March 31, 2011 and December 31, 2010, respectively, are stated at fair value based on quoted market prices.  As of March 31 2011, the estimated fair value of the fixed-rate 8% Senior Notes, based on available trading information, totaled $109.0 million compared with the aggregate principal amount at maturity of $100 million. The fair value at March 31, 2011 of amounts outstanding under the Credit Agreement, based upon available bid information received from the Company’s lender, totaled approximately $386.1 million compared with the aggregate principal amount at maturity of $388.0 million.  The fair values of the Company’s interest rate swap and natural gas contracts are based on forward yield curves and rates for notional amounts maturing in each respective time-frame.

14.  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,
	2011			2010
Numerator:
Net earnings	$	56.5		$	58.9
Less: net earnings allocated to participating securities (a)		(1.0	)		(1.1	)
Net earnings available to common shareholders	$	55.5		$	57.8
Denominator (in thousands):
Weighted-average common shares outstanding, shares for basic earnings per share		32,835			32,668
Weighted-average stock options outstanding (b)		31			10
Shares for diluted earnings per share		32,866			32,678
Net earnings per common share, basic	$	1.69		$	1.77
Net earnings per common share, diluted	$	1.69		$	1.77

(a) Participating securities include options, PSUs and RSUs that receive non-forfeitable dividends. Net earnings were allocated to participating securities of 556,000 and 666,000 for the three months ended 2011 and 2010, 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 722,000 and 762,000 weighted-options outstanding for the three months ended 2011 and 2010, respectively, which were anti-dilutive and therefore not included in the diluted earnings per-share calculation.

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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; governmental policies affecting the agricultural industry, consumer and industrial industry or highway maintenance programs in localities where the Company or its customers operate; weather conditions; the impact of competitive products; pressure on prices realized by the Company for its products; constraints on supplies of raw materials used in manufacturing certain of the Company’s products and the availability of transportation services; capacity constraints limiting the production of certain products; 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 and 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 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 risk of customer and counterparty defaults and declining credit availability; changes in tax laws or estimates; and other risk factors reported in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) as updated quarterly on Form 10-Q.

In some cases, you can identify forward-looking statements by terminology such as “may,” “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 filed with the SEC on February 22, 2011, 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

Deicing products, consisting of deicing salt and magnesium chloride used by highway deicing and consumer and industrial customers, constitute a significant portion of the Company’s 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 our served regions.  Inventory management practices are employed to respond to the varying level of demand which impacts our production volumes, the resulting per ton cost of inventory and ultimately profit margins, particularly during the second and third quarters when we build our inventory levels and earnings are typically lower than the first and fourth quarters.  While the frequency of winter weather events in the first quarter of 2011 was higher than long-term averages, Company inventory constraints limited our ability to capitalize on above-normal weather in some regions.  As a result, we estimate that there was no significant impact on our sales or operating earnings in the first quarter of 2011 from winter weather.  In the first quarter of 2010, the impact on our operating results due to winter weather was estimated by the Company to have lower sales and operating earnings from what would have been reported had winter weather been more normal.  Not only does the weather affect our highway and consumer and industrial deicing salt sales volumes and resulting gross profit, but it also impacts our inventory levels, which influence production volume, the resulting cost per ton, and ultimately our profit margins.

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Our sulfate of potash (“SOP”) product is used in the production of specialty fertilizers for high-value crops and turf.  In January 2011, we acquired Big Quill Resources, Inc. (“Big Quill”), Canada’s leading SOP producer, which is expected to add approximately 40,000 tons to our annual SOP production capacity.  Our domestic sales of SOP are concentrated in the Western and Southeastern U.S. where some crops and soil conditions favor the use of SOP as a source of potassium nutrients.  Consequently, weather patterns and field conditions in these locations can impact the amount of specialty fertilizer sales volumes.  Additionally, the demand for and market price of SOP is affected by the broader potash (“KCl” or “MOP”) market.  The potash 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 of fertilizer product used.  High-value or chloride-sensitive crop yields and/or quality tend to decline when alternative fertilizers are used. Demand for potassium nutrients for crops was suppressed through 2009, as the broader agricultural industry dealt with a global economic slowdown, reduced credit availability and the reluctance of fertilizer customers to purchase potash at historically high prices. Beginning in the first quarter of 2010, we began to experience a rebound in potash demand, which has continued in 2011.  KCl market pricing declined throughout 2009 and into early 2010 from prices experienced at the end of 2008.  However, market prices for KCl stabilized during much of 2010 and have recently increased to levels which are well above historical levels though below the historic-high prices seen at the end of 2008.  These same factors have similarly influenced SOP market pricing, which has historically been sold at prices above KCl market pricing; therefore, the resulting average price of our SOP has fluctuated dramatically, and similarly to KCl.  We expect SOP pricing to continue to retain a premium to KCl.

Our North American salt mines and SOP production facilities are near either water or rail transport systems, which reduces our shipping and handling costs when compared to alternative methods of distribution, although shipping and handling costs still account for a relatively large portion of the total delivered cost of our products.  The tightening of available transportation services together with higher fuel costs has increased our shipping and handling costs on a per ton basis over the last several years.  Shipping and handling costs on a per ton basis in the first quarter of 2011 have increased when compared to those experienced in the first quarter of 2010 partially as a result of higher oil-based fuel costs.  Future period per-unit costs will continue to be influenced by oil-based fuel costs.

Manpower costs, energy costs, packaging, and certain raw material costs, particularly KCl, a deicing and water conditioning agent and feed-stock, which can be used to make a portion of our sulfate of potash fertilizer product, are also significant.  The Company’s production workforce is typically represented by labor unions with multi-year collective bargaining agreements.  Miners at our Cote Blanche mine took part in a strike from April 7 to June 15, 2010 relating to shift scheduling and wages. We had lower salt production in 2010 at both our Cote Blanche and Goderich mines and certain consumer and industrial salt plants. These 2010 events resulted in significantly higher per-unit salt production costs, especially for mined rock salt, when compared to our prior year and historical costs, a portion of which remained in inventory at the end of 2010.  As a result, we experienced higher per-unit costs in the first quarter of 2011.  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.  We have historically purchased KCl under long-term supply contracts with annual changes in price based on previous year changes in the market price for KCl.  The market price for KCl increased significantly in recent years, causing continued price increases under our supply contracts.  In 2010, we suspended purchases of, and currently do not have plans to purchase, KCl used to supplement our SOP production from solar ponds.  We have continued to purchase KCl for certain water conditioning and consumer deicing applications at higher prices, which is expected to increase input costs, although the impact on the Company’s gross margin is not expected to be significant.  The Company’s SOP production in Canada purchases KCl under a very long-term supply agreement.  The primary production method uses the brine of Big Quill Lake, which is rich in sodium sulphate  and adds KCl to create high-purity SOP.  The acquisition is expected to broaden and strengthen the specialty fertilizer segment by adding unique production capabilities and high-value applications.

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, specialty fertilizer segment, our records management business and unallocated corporate activities.  The results of operations for Big Quill have been included in our specialty fertilizer segment results from the date of acquisition. The results of operations of the records management business, include sales of $2.8 million and $2.6 million for the three months ended March 31, 2011 and March 31, 2010, respectively, 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.

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	Three Months Ended
	March 31,
	2011		2010
Salt Sales (in millions)
Salt sales	$	332.4	$	302.5
Less: salt shipping and handling		106.9		91.6
Salt product sales	$	225.5	$	210.9
Salt Sales Volumes (thousands of tons)
Highway deicing		4,278		3,950
Consumer and industrial		584		535
Total tons sold		4,862		4,485
Average Salt Sales Price (per ton)
Highway deicing	$	56.49	$	55.46
Consumer and industrial		155.39		155.96
Combined		68.36		67.45
Specialty Fertilizer ("SOP") Sales (in millions)
SOP sales	$	55.4	$	52.5
Less: SOP shipping and handling		7.8		7.1
SOP product sales	$	47.6	$	45.4
SOP Sales Volumes (thousands of tons)		95		102
SOP Average Price (per ton)	$	583	$	514

Three Months Ended March 31, 2011 Compared to Three Months Ended March 31, 2010

Sales

Sales for the first quarter of 2011 of $390.6 million increased $33.0 million, or 9% compared to $357.6 million for the same quarter of 2010. Sales primarily include revenues from the sale of our salt and specialty fertilizer products, or “product sales,” revenues from our records management business, and shipping and handling costs incurred to deliver salt and specialty fertilizer products to our customers.  Shipping and handling costs were $114.7 million during the first quarter of 2011, an increase of $16.0 million or 16% compared to $98.7 million for the same quarter of 2010.  The increase in shipping and handling costs is primarily due to the higher salt sales volumes in the first quarter of 2011 when compared to same period of 2010.  In addition, fuel costs, which are a component of shipping and handling costs, were higher in 2011 when compared with 2010.

Product sales for the first quarter of 2011 of $273.1 million increased $16.8 million, or 7% compared to $256.3 million for the same period in 2010 principally reflecting higher product sales in both the salt and specialty fertilizer segments.

Salt product sales for the first quarter of 2011 of $225.5 million increased $14.6 million, or 7% compared to $210.9 million for the same period in 2010.  The increase in the first quarter of 2011 was due primarily to higher salt segment sales volumes, which contributed approximately $20 million to product sales.  Salt sales volumes in 2011 increased by 377,000 tons from 2010 levels principally due to higher sales of rock salt and specialty deicing products used in highway and consumer deicing.  In the first quarter of 2011, the impact on our salt sales due to winter weather was estimated by the Company to be near normal.  While the frequency of winter weather events in the first quarter of 2011 was higher than long-term averages, Company inventory constraints limited our ability to capitalize on above-normal weather in some regions.  In the first quarter of 2010, the impact on salt sales due to winter weather was estimated by the Company to have lower product sales from what would have been reported had winter weather been more normal.  The salt product sales increase was partially offset by changes in customer mix.  In addition, the weakening of the U.S. dollar in the first quarter of 2011 when compared to the prior year exchange rate for the Canadian dollar and British pound sterling, favorably impacted product sales by approximately $4 million.

SOP product sales during the first quarter of 2011 of $47.6 million increased $2.2 million, or 5% compared to $45.4 million for the same period in 2010.  This increase was due to an increase in our average market price to $583 per ton in the first quarter of 2011 compared to $514 per ton in the first quarter of 2010.  This increase was partially offset by lower sales volumes, net of increased sales volumes from the recent acquisition of Big Quill.

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Gross Profit

Gross profit for the first quarter of 2011 of $107.6 million decreased $7.0 million or 6% compared to $114.6 million in 2010.  As a percent of sales, gross margin decreased by four percentage points, from 32% in the first quarter of 2010 to 28% in the first quarter of 2011.  The gross profit for the salt segment contributed approximately $10 million to the decline in gross profit due to higher highway salt per-unit costs in the first quarter of 2011 as a result of higher per-unit production costs in 2010, a portion of which remained in inventory at the end of 2010.  In the first quarter of 2011, these higher-cost inventories were sold, which negatively impacted gross profit.  These decreases were partially offset by higher gross profit on consumer and industrial products. In addition, the specialty fertilizer segment gross profit increased by approximately $3 million in the first quarter of 2011 due to higher market prices and the acquisition of Big Quill in January 2011.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the first quarter of 2011 of $23.0 million increased $1.1 million, or 5% compared to $21.9 million for the same period in 2010. The increase in expense is primarily due higher professional services costs associated with the acquisition of Big Quill and higher variable compensation expense in the first quarter of 2011 when compared to the same period in 2010.

Interest Expense

Interest expense for the first quarter of 2011 of $5.7 million decreased $0.2 million compared to $5.9 million for the same period in 2010. This decrease is primarily due to the expiration of our interest rate swap agreements which had interest rates that were higher than market interest rates and was partially offset by higher interest rates under our recently refinanced Credit Agreement.

Other expense, net

Other expense of $0.6 million for the first quarter of 2011 decreased $3.1 million when compared to income of $3.7 million in the first quarter of 2010.  Net foreign exchange losses decreased by $3.0 million in 2011 when compared to 2010.

Income Tax Expense

Income tax expense for the three months ended March 31, 2011 was $21.8 million, a decrease of $2.4 million compared to $24.2 million for the same quarter of 2010 primarily due to lower pre-tax income in 2011 when compared to 2010.  Our income tax provision 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 $177.6 million as of March 31, 2011 increased $86.5 million over December 31, 2010 resulting principally from operating cash flows of $170.8 million generated in the first quarter of 2011.  We used a portion of those cash flows to purchase Big Quill for approximately $56.8 million, fund capital expenditures of $16.7 million and to pay dividends on our common stock of $15.1 million.

As of March 31, 2011, we had $485.7 million of principal indebtedness consisting of $97.7 million 8% Senior Notes ($100 million at maturity) due 2019 and $388.0 million of borrowings outstanding under our Credit Agreement.  No amounts were borrowed under our Revolving Credit Facility as of March 31, 2011. We had $12.2 million of outstanding letters of credit as of March 31, 2011 which reduced our borrowing availability to $112.8 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 operations 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 8%

18

Senior Notes or pay dividends to our stockholders.  We must also comply with the terms of our indenture, which limits the amount of dividends we can pay to our stockholders.  Although we are in compliance with our debt covenants as of March 31, 2011, we cannot assure you that we will remain in compliance with these ratios nor can we assure you 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 8% 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.

For the Three Months Ended March 31, 2011 and 2010

Net cash flows provided by operating activities for the three months ended March 31, 2011 were $170.8 million, an increase of $33.5 million compared to $137.3 million for the first quarter of 2010. The $92.3 million reduction in working capital items in the first quarter of 2011 compared to a $70.3 million in the first quarter of 2010, which provided a large portion of our cash flows from operations, reflects 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 $72.4 million and $24.2 million for the three months ended March 31, 2011 and 2010, respectively, resulted from capital expenditures of $16.7 million and $23.9 million respectively.  Our capital expenditures in 2011 include expenditures to support the SOP evaporation plant expansion and yield improvement projects at our Great Salt Lake operations.  The remaining capital expenditures were primarily for routine replacements.  In addition, we invested $56.8 million for the acquisition of Big Quill in January 2011.

Financing activities during the 2011 three-month period used $14.0 million of cash flows, primarily to make $15.1 million of dividend payments which was partially offset by proceeds received from stock option exercises.  During the first quarter of 2010, we used $11.6 million of cash flows, primarily to make $12.9 million of dividend payments which was partially offset 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 CMP.  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. generally accepted accounting principles (“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 the Company’s 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 because 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 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 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).

19

	Three Months Ended March 31,
	2011		2010
Net earnings	$	56.5	$	58.9
Interest expense		5.7		5.9
Income tax expense		21.8		24.2
Depreciation, depletion and amortization		16.4		12.1
EBITDA	$	100.4	$	101.1
Other non-operating expenses:
Other expense, net		0.6		3.7
Adjusted EBITDA	$	101.0	$	104.8

Recent Accounting Pronouncements

In January 2010, the FASB issued guidance related to disclosures about fair value measurements.  This guidance requires additional disclosures and clarification of existing disclosures for recurring and nonrecurring fair value measurements.  The guidance is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements within Level 3 measurements. The Company has adopted the guidance and included the required disclosures in Note 13 of its Consolidated Financial Statements.  The adoption of this guidance did not have an impact on the Company’s financial position or results of operations.

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 pounds sterling and Canadian dollars also being significant. Significant changes in the value of the Canadian dollar or pound sterling relative to the U.S. dollar could have a material adverse effect on our financial condition and our ability to meet interest and principal payments on U.S. dollar denominated debt, including borrowings under our senior secured credit facilities.

Although inflation has not had a significant impact on the Company’s 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 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 stockpile sufficient quantities of deicing salt in the second, third and fourth quarters to meet the estimated requirements for the winter season.

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 and interest rate risk by entering into forward derivative instruments and interest rate swap agreements, and may take further actions to mitigate our exposure 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. The Company’s market risk exposure related to these items has not changed materially since December 31, 2010.

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

20

disclosure controls and procedures were effective as of March 31, 2011 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

The Company from time to time is 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 2011 with respect to legal proceedings.

Item 1A. Risk Factors

There have been no material changes to the risk factors previously discussed in Item 1A of the Company’s Form 10-K for the year ended December 31, 2010.

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

None.

Item 3.  Defaults upon Senior Securities

None.

Item 4. (Removed and Reserved)

None.

Item 5.  Other Information

There have been no material changes to the procedures by which security holders may recommend nominees to the Company's board of directors since the filing of the Company's most recent proxy statement.

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 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, 2011:

For the Three Months Ended March 31, 2011
	Mine Act
Mine	Total # of S&S Violations under §104		Total # of Orders under §104(b)		Total # of Unwarrantable Failure Citation/Orders under §104(d)		Total # of Flagrant Violations under §110(b)(2)		Total # of Immenent Danger Orders under §107(a)		Total Dollar Value of Proposed MSHA Assessments		Total # of Mining Related Fatalities
Cote Blanche, LA		6		-		-		-		-	$	4,668		-

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As of March 31, 2011, the Company has not received any written notice from MSHA regarding violations under §104(e) of the Mine Act.  In addition, there is no pending legal action before the Federal Mine Safety & Health Review Commission.

Item 6.  Exhibits

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
10.1*	Form of Three-Year performance Stock Unit Award Agreement
10.2*	Summary of Executive Compensation and Award Targets Under the Annual Incentive Plan
31.1*	Section 302 Certifications of Angelo C. Brisimitzakis, President and Chief Executive Officer
31.2*	Section 302 Certifications of Rodney L. Underdown, Vice President and Chief Financial Officer
32*	Certification Pursuant to 18 U.S.C.§1350 of Angelo C. Brisimitzakis, President and Chief Executive Officer and Rodney L. Underdown, Vice President and Chief Financial Officer
101**	The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, formatted in Extensive Business Reporting Language (XBRL): (i) consolidated balance sheets, (ii) consolidated statements of operations, (iii) consolidated statement of stockholders’ equity, (iv) consolidated statements of cash flows, and (v) the notes to the consolidated financial statements (tagged as blocks of text)

* Filed herewith

** Furnished herewith

22

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	COMPASS MINERALS INTERNATIONAL, INC.
Date: April 28, 2011	/s/ ANGELO C. BRISIMITZAKIS
	Angelo C. Brisimitzakis
	President and Chief Executive Officer
Date: April 28, 2011	/s/ RODNEY L. UNDERDOWN
	Rodney L. Underdown
	Vice President and Chief Financial Officer

 23

EX-10.1

Exhibit 10.1

THREE-YEAR PERFORMANCE STOCK UNIT AWARD AGREEMENT

Name of Grantee:

Grant Date:

Number of Shares of Performance Stock Units:

This Agreement evidences the grant by Compass Minerals International, Inc., a Delaware corporation (the “Company”) of performance stock units to the above-referenced “Grantee” as of the “Grant Date” hereof pursuant to the Compass Minerals International, Inc. 2005 Incentive Award Plan, as amended from time to time (the “Plan”). By accepting the Award, Grantee agrees to be bound in accordance with the provisions of the Plan, the terms and conditions of which are hereby incorporated in this Agreement by reference. Capitalized terms not defined herein shall have the same meaning as used in the Plan, as amended from time to time, unless otherwise superseded by any other agreement between the Company and Grantee.

1.           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 Plan.  Each unit represents the right to receive one share of the Company’s Stock.  The Performance Stock Units shall be divided into three approximately equal tranches (rounded to the near whole unit) and shall be subject to the Performance Criteria set forth in Exhibit A attached hereto.

2.           Vesting Period.  The Performance Stock Units shall be subject to a three-year  vesting period beginning on the Grant Date and ending on the third anniversary of such Grant Date (the "Vesting Period").

3.           Payment.  Except as provided in paragraph 5, within 30 days following the conclusion of the Vesting Period, Grantee shall receive a number of shares of Stock equal to the number of Performance Stock Units with respect to which the Performance Criteria have been satisfied.  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.

4.           Termination Prior to the End of the Vesting Period.

(a)           Except as provided below, if Grantee terminates employment with the Company and its Subsidiaries prior to the last day of the Vesting Period, then the Performance Stock Units subject to this Agreement shall be forfeited as of such termination of employment and no benefits will be payable under this Agreement.  Notwithstanding the foregoing, if Grantee terminates employment with the Company and its Subsidiaries prior to the last day of the Vesting Period due to death or Disability, then the Performance Stock Units subject to this Agreement shall not be forfeited due to Grantee's termination of employment prior to the last day of the Vesting Period.

(b)           The term “Disability” means Grantee 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.

5.           Payment Following Change of Control.  Notwithstanding any provision in this Agreement to the contrary, in the event of a Change of Control, Grantee shall receive within 30 days following such Change of Control a number of shares of Stock equal to (i) the aggregate number of Performance Stock Units subject to this Agreement (increased, if applicable, for performance in excess of 100% of target for any Performance Period ending on or before the Change of Control) minus (ii) the number of Performance Stock Units, if any, forfeited prior to such Change of Control.

6.           Voting and Dividend Rights. Grantee shall have no voting rights with respect to the Performance Stock Units awarded hereunder. Pursuant to Section 8.4 of the Plan and subject to Exhibit A, Grantee shall be entitled to receive Dividend Equivalents based upon the number of Performance Stock Units earned by Grantee.  Such Dividend Equivalents shall be paid no later than March 15 of the year following the year with respect to which such Dividend Equivalents relate and shall be equal to one hundred percent (100%) of the value of the cash dividend (or other property being distributed) per share being paid on the Company’s Stock times the number of Performance Stock Units earned by Grantee as of the most recent record date preceding the payment date of such Dividend Equivalents. Dividend Equivalents shall be paid in cash, shares of the Company’s Stock, or such other property as may be distributed to the Company’s stockholders. Notwithstanding the foregoing, if Grantee terminates employment with the Company and its Subsidiaries prior to the last day of the Vesting Period (other than due to death or Disability), then Grantee shall not be entitled to Dividend Equivalents unless Grantee is employed on the payment date for such Dividend Equivalents.

7.           Permitted Transfers.  The rights under this Agreement may not be assigned, transferred or otherwise disposed of except by will or the laws of descent and distribution and may be exercised during the lifetime of Grantee only by Grantee.  Upon any attempt to assign, transfer or otherwise dispose of this Agreement, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this Agreement and the rights and privileges conferred hereby immediately will become null and void.

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

9.           Taxes.  Grantee will be solely responsible for any federal, state or other taxes imposed in connection with the granting of the Performance Stock Units or the delivery of shares of Stock pursuant thereto, and Grantee 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 Grantee with respect to the Award hereunder, the Company shall withhold taxes pursuant to the terms of the Plan.

10.         Changes in Circumstances.  It is expressly understood and agreed that Grantee assumes all risks incident to any change hereafter in the applicable laws or regulations or incident to any change in the value of the Performance Stock Units or the shares of Stock issued pursuant thereto after the date hereof.

11.         Conflict Between Plan and This Agreement.  In the event of a conflict between this Agreement and the Plan, the provisions of the Plan shall govern.

12.         Notices.  All notices, claims, certificates, requests, demands and other communications hereunder 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, to it at:

Compass Minerals International, Inc.

9900 West 109th Street

Overland Park KS 66210

Attn: Vice President Human Resources

If to Grantee, to him or her at the address set forth on the signature page hereto or to such other address as the party to whom notice is to be given may have furnished to the other party in writing in accordance herewith.  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.

13.         No Guarantee of Employment.  Nothing in this Agreement shall confer upon Grantee 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 Grantee’s employment or to increase or decrease Grantee’s compensation at any time.

14.         Governing Law.  This Agreement shall be governed under the laws of the State of Delaware without regard to the principles of conflicts of laws.  Each party hereto submits to the exclusive jurisdiction of the United States District Court for the District of Kansas (Kansas City, Kansas).  Each party hereto irrevocably waives, to the fullest extent permitted by law, any objections that either party may now or hereafter have to the aforesaid venue, including without limitation any claim that any such proceeding brought in either such court has been brought in an inconvenient forum, provided however, this provision shall not limit the ability of either party to enforce the other provisions of this paragraph.

15.         Severability. It is the desire and intent of the parties hereto that the provisions of this Agreement 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 this 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 this 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 this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

16.         Enforcement.  In the event the Company or Grantee institutes litigation to enforce or protect its rights under this 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.

17.         Waiver of Jury Trial.  Each party hereto hereby 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

18.         Committee Authority.  The Committee will have the power and discretion to interpret this Agreement and to adopt such rules for the administration, interpretation and application of this Agreement as are consistent with the Plan and this Agreement and to interpret or revoke any such rules, including, but not limited to, the determination of whether or not the Performance Criteria with respect to the Performance Stock Units have been satisfied.  All actions taken and all interpretations and determinations made by the Committee in good faith will be final and binding upon Grantee, 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 this Agreement.

19.         Counterparts.  This Agreement may be executed in one or more counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts together shall constitute but one agreement.

20.         Restrictive Covenant.  Notwithstanding any provision in this Agreement to the contrary, the award hereunder is expressly conditioned upon Grantee’s execution of a Restricted Covenant Agreement in the form designated by the Company.  If Grantee fails or refuses to execute such Restricted Covenant Agreement, this Agreement shall be null and void ab initio.

21.         Compliance with Section 409A.  To the extent applicable and notwithstanding any provision in this Agreement to the contrary, this 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 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 Grantee 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.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Grant Date.

COMPASS MINERALS INTERNATIONAL, INC.

By:

Name:

Title: 

GRANTEE

EXHIBIT A

PERFORMANCE CRITERIA FOR PERFORMANCE STOCK UNIT AWARD

All or a portion of the Performance Stock Units attributable to each tranche will be forfeited at the end of the applicable Performance Period unless the following Performance Criteria are satisfied:

Tranche	Number of Performance Stock Units	Performance Period	Performance Criteria
1	[_______]	FY 2011	The Performance Stock Units earned for each Performance Period are based on CMP's Total Shareholder Return (TSR) compared to the TSR of the companies comprising the Russell 3000 Index.
2	[_______]	FY 2012	Benchmark Ranking	Percentage of Performance Stock Units Earned
3	[_______]	FY 2013	< 30th Percentile 30th Percentile (Threshold) 50th Percentile (Target) 70th Percentile (Maximum)	0%   50% 100% 150%
			Benchmark and earned percentages will be interpolated on a straight line basis

EX-10.2

Exhibit 10.2

2011 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 four most highly compensated executive officers.  Salary increases are determined annually in March and effective April 1, 2011:

Executive Officers	Current Salary
Angelo Brisimitzakis	$800,000
Rodney Underdown	$364,534
Ronald Bryan	$284,572
Gerald Bucan	$300,416
Keith Clark	$347,256
David Goadby	£201,724*

* Salary is denominated in pounds, so U.S. dollar equivalent may vary.

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

Executive Officers	Target Percentage
Angelo Brisimitzakis	90%
Rodney Underdown	55%
Ronald Bryan	50%
Gerald Bucan	50%
Keith Clark	55%
David Goadby	50%

EX-31.1

Exhibit 31.1

I, Angelo C. Brisimitzakis, 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;

4. 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, 2011	/s/ ANGELO C. BRISIMITZAKIS
	Angelo C. Brisimitzakis
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

I, Rodney L. Underdown, 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;

4. 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, 2011	/s/ RODNEY L. UNDERDOWN
	Rodney L. Underdown
	Vice President and Chief Financial Officer

EX-32

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, 2011, 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 and 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, 2011	/s/ ANGELO C. BRISIMITZAKIS
	Angelo C. Brisimitzakis
	President and Chief Executive Officer
	/s/ RODNEY L. UNDERDOWN
	Rodney L. Underdown
	Vice President and Chief Financial Officer